As filed with the Securities and Exchange Commission on May 3, 2006

Registration No. – 333-_______

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form F-80

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Glamis Gold Ltd.

(Exact name of Registrant as specified in its charter)

British Columbia		1041		Not Applicable
(Province or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)		Classification Code Number)		Identification Number)

5190 Neil Road, Suite 310
Reno, Nevada 89502
(775) 827-4600
(Address and telephone number of Registrant’s principal executive offices)

David S. Stone, Esq.		G. Barry Finlayson, Esq.
Neal, Gerber & Eisenberg LLP		Lang Michener
Two North LaSalle Street		1500 Royal Centre
Suite 2200		P.O. Box 11117
Chicago, Illinois 60602		1055 West Georgia Street
(312) 269-8000		Vancouver, British Columbia V6E4N7
		(604) 689-9111

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

This registration statement shall become effective upon filing with the Commission in accordance with Rule 467(a).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box o

CALCULATION OF REGISTRATION FEE

Title Of Securities To

Amount To Be

Proposed Maximum

Proposed Maximum

Amount Of

Be Registered

Registered (1)

Offering Price Per

Aggregate Offering

Registration Fee (4)

Unit (2)(3)

Price(2)(3)

Common Shares

1,385,055

$25.49

$35,305,052

$0

 

 

EXPLANATORY NOTE

This Registration Statement relates to common shares of the Registrant issuable upon exercise of options issued pursuant to an exemption from registration under Section 3(a)(10) of the Securities Act of 1933, as amended, under a Plan of Arrangement in exchange for options to purchase common shares of Western Silver Corporation, as described in the Notice of Meeting and Information Circular.

PART I
INFORMATION REQUIRED TO BE
DELIVERED TO OFFEREES OR PURCHASERS

Item 1. Home Jurisdiction Document

Notice of Meeting and Information Circular for Annual General and Special Meeting of Shareholders of Western Silver Corporation, dated March 24, 2006 (the “Information Circular”), which is contained in and made part of the prospectus (the “Prospectus”).

Item 2. Informational Legends

See “Note to United States Shareholders” on the outside cover of the Prospectus.

Item 3. Incorporation of Certain Information by Reference

See “Documents Incorporated by Reference” in the Information Circular.

Item 4. List of Documents Filed with the Commission

See “Documents filed as part of the United States Registration Statement” on the outside cover of the Prospectus.

I-1

Prospectus

Glamis Gold Ltd.

1,385,055 Common Shares

       All of the common shares of Glamis Gold Ltd. being offered in this prospectus are issuable upon exercise of stock options received by employees of Western Silver Corporation in an exchange of stock options as part of a plan of arrangement dated as of March 24, 2006, by and between Glamis Gold Ltd. and Western Silver Corporation. The plan of arrangement is more fully described in the Notice of Meeting and Information Circular, contained in and made part of this prospectus.

Note to United States Shareholders:

       This offering is made by a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this prospectus in accordance with the disclosure requirements of its home country. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements included or incorporated herein, if any, have been prepared in accordance with foreign generally accepted accounting principles, and may be subject to foreign auditing and auditor independence standards, and, thus, may not be comparable to financial statements of United States companies.

       Prospective investors should be aware that acquisition of the securities described herein may have tax consequences both in the United States and in the home country of the Registrant. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein.

       The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the Registrant is incorporated or organized under the laws of a foreign country, that some or all of its officers and directors may be residents of a foreign country, that some or all of the underwriters or experts named in the registration statement may be residents of a foreign country, and that all or a substantial portion of the assets of the Registrant and said persons may be located outside the United States.

       For a discussion of possible risks that you should consider, the “Summary — The Arrangement – Risk Factors” on page 14 of the Notice of Meeting and Information Circular referred to herein as the “Information Circular”; the “The Arrangement – Arrangement Risk Factors” on page 27 of Information Circular; the “Western Silver Corporation – Risk Factors” on page 70 of the Information Circular; and the “Glamis Gold Ltd. – Risk Factors” on page 71 of the Information Circular.

       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated May 3, 2006

 

 

NOTICE OF MEETING

AND

INFORMATION CIRCULAR

for Annual General and Special Meeting of

Shareholders of

WESTERN SILVER CORPORATION

Dated as of March 24, 2006

WESTERN SILVER CORPORATION
Suite 2050, 1111 W. Georgia Street
Vancouver, British Columbia V6E 4M3
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

NOTICE IS HEREBY GIVEN THAT, pursuant to an order of the Supreme Court of British Columbia (the “Court”) dated March 31, 2006 (the “Interim Order”), an annual general and special meeting of the shareholders (the “Meeting”) of Western Silver Corporation (“Western” or the “Company”) will be held at the Terasen Building, Georgia Room, Main Floor, 1111 W. Georgia Street, Vancouver, British Columbia, on May 1, 2006, at the hour of 10:00 A.M., Vancouver time, for the following purposes:

1.		To receive the report of the directors;
2.		To determine the number of directors at eight (8) and to elect directors;
3.		To receive the audited financial statements of the Company for the fiscal year ended September 30, 2005 (with comparative statements relating to the preceding fiscal period) together with the report of the auditors thereon;
4.		To appoint PricewaterhouseCoopers LLP as auditors of the Company and to authorize the directors to fix their remuneration;
5.		To consider and, if thought fit, to pass a special resolution (the “Arrangement Resolution”) approving an arrangement (the “Arrangement”) under section 288 of the Business Corporations Act (British Columbia) (the “BCBCA”) which involves, among other things, the acquisition of all of the shares of Western (“Western Shares”) by Glamis Gold Ltd. (“Glamis”) in exchange for common shares of Glamis and for common shares of Western Copper Corporation (“Western Copper”), all as more fully set forth in the accompanying information circular of Western (the “Information Circular”); and
6.		To transact such further or other business as may properly come before the meeting and any adjournments thereof.

Copies of the Arrangement Resolution, the Plan of Arrangement made pursuant to the Arrangement Agreement among Western, Glamis and Western Copper pursuant to which the Arrangement will be undertaken, the Interim Order and Notice of Application for Final Order are attached to the Information Circular as Schedules “A”, “D”, “F” and “G”, respectively.

AND TAKE NOTICE that dissenting shareholders in respect of the proposed Arrangement are entitled to be paid the fair value of their Western Shares in accordance with the provisions of the Plan of Arrangement and sections 237 to 247 of the BCBCA. The dissent rights are described in the accompanying Information Circular (and specifically in Schedule “H”). Failure to strictly comply with the requirements set forth in the Plan of Arrangement and sections 237 to 247 of the BCBCA may result in the loss of any right of dissent.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this notice. Also accompanying this notice is a form of Proxy and an Annual Return Card Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only shareholders of record at the close of business on March 24, 2006 will be entitled to receive notice of and vote at the Meeting.

DATED this 24^th day of March, 2006.

BY ORDER OF THE BOARD

          “Dale Corman”          

Dale Corman, Chairman and Chief Executive Officer

TABLE OF CONTENTS

		PAGE
NOTES TO UNITED STATES SHAREHOLDERS			IV
FORWARD — LOOKING STATEMENTS			V
DOCUMENTS INCORPORATED BY REFERENCE			VI
EXCHANGE RATE DATA			VIII
REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES			VIII
INFORMATION PERTAINING TO WESTERN AND GLAMIS			VIII
GLOSSARY OF DEFINED TERMS			IX
GLOSSARY OF TECHNICAL TERMS			XII
SUMMARY			1
The Meeting			1
Purposes of the Meeting			1
The Arrangement			2
Reasons for the Arrangement and Recommendation of the Western Board			2
Fairness Opinion			5
Summary and Effect of the Arrangement			5
The Companies			6
Conditions to the Arrangement			7
Non-Solicitation of Acquisition Proposal and Break Fee			7
Termination of Arrangement Agreement			8
Exchange of Certificates and Fractional Shares			9
Cancellation of Rights after Six Years			9
Treatment of Dividends			9
Rights of Dissent			9
Income Tax Considerations			9
Securities Laws Information for Canadian Shareholders			10
Securities Laws Information for United States Shareholders			11
Glamis Selected Financial Information			11
Glamis — Selected Unaudited Pro Forma Financial Information			12
Glamis Share Capitalization			13
Western Selected Financial Information			13
Western Copper — Selected Unaudited Pro Forma Summary Financial Information			14
Western Copper Pro Forma Share Capitalization			14
Risk Factors			14
GENERAL PROXY INFORMATION			1
Solicitation of Proxies			1
Appointment of Proxyholder			1
Voting by Proxy			1
Completion and Return of Proxy			2
Non-Registered Holders			2
Revocability of Proxy			3
Record Date and Voting of Shares			3
Principal Holders of Voting Securities			3
Interest of Certain Persons in Matters to be Acted Upon			3
ANNUAL GENERAL MEETING MATTERS			3
Election of Directors			3
Statement of Executive Compensation			6
Indebtedness of Directors and Officers			10
Management Contracts			10
Corporate Governance Disclosure			10
Appointment of Auditor			15

		PAGE
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS			15
THE ARRANGEMENT			16
Approval of Arrangement Resolution			16
Background to the Arrangement			16
Reasons for the Arrangement and Recommendation of the Directors			18
Fairness Opinion			21
Principal Steps of the Arrangement			22
Effect of the Arrangement			24
Directors and Officers of Glamis — Post-Arrangement			25
Voting and Standstill Agreements			25
Treatment of Western Stock Options			26
Procedure and Terms for Exchange of Western Shares			26
Effects Of The Arrangement On Shareholders’ Rights			27
Arrangement Risk Factors			27
Effective Date and Conditions of Arrangement			28
Additional Terms of the Arrangement Agreement			31
Western’s Covenants			31
Glamis’ Covenants			32
Western Copper’s Covenants			32
Mutual Covenants			33
Notice and Cure Provisions			34
Non-Solicitation of Acquisition Proposals and Break Fee			34
Amendment and Termination of Arrangement Agreement			35
Amendment and Termination of the Plan of Arrangement			36
Conduct Of Meeting And Other Approvals			37
Fees and Expenses			38
RIGHTS OF DISSENTING SHAREHOLDERS			38
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			40
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			46
MEXICAN INCOME TAX CONSIDERATIONS			58
SECURITIES LAWS CONSIDERATIONS			58
Canadian Securities Laws			58
U.S. Securities Laws			59
WESTERN SILVER CORPORATION			63
Name and Incorporation			63
Description of Business			63
Peñasquito Project			63
Authorized and Issued Share Capital			68
Consolidated Capitalization			68
Stock Option Plan			68
Risk Factors			70
Experts			70
Legal Proceedings			70
Auditors			70
GLAMIS GOLD LTD			71
Information Concerning Glamis			71
Cautionary Note Regarding Forward-Looking Statements			71
Risk Factors			71
History of Current Operations			72
Glamis’ Strategy			72
Summary of Reserves and Other Mineralization			73
Summary of Production and Development Properties			75
Selected Financial Information			82

		PAGE
Selected Unaudited Pro Forma Financial Information			82
Glamis Rationale for the Arrangement			83
Description of Share Capital			84
Changes in Share Capital			85
Trading Price and Volume			85
Eligibility for Investment			86
Transfer Agent and Registrar			86
Available Information			86
Experts			87
Legal Matters			87
WESTERN COPPER CORPORATION — POST-ARRANGEMENT			88
Name and Incorporation			88
Intercorporate Relationships			88
Description of Business			88
Properties			89
Pro Forma Available Funds			101
Use Of Available Funds			101
Unaudited Pro Forma Summary Financial Information			101
Authorized and Issued Share Capital			102
Options and Other Rights to Purchase Shares			102
Prior Sales			104
Market for Securities			104
Principal Holders of Voting Securities Post Arrangement			104
Directors and Officers			105
Risk Factors			106
Relationship Between Western Copper and Professional Persons			110
Auditors			110
Experts			110
Registrar and Transfer Agent			111
Material Contracts			111
CERTIFICATE OF WESTERN SILVER CORPORATION			112
Consent of Lang Michener LLP
Consent of Macquarie North America Ltd.
Consent of Thorsteinssons LLP
Consent of PricewaterhouseCoopers LLP
Consent of KPMG LLP
Awareness Letter of KPMG LLP
Consent of M3 Engineering & Technology Corp.
Consent of Mine Development Associates, Inc.
Consent of James S. Vorhees
Consent of Orequest Consulting Ltd.
Consent of Jonathan Clegg

LIST OF SCHEDULES

SCHEDULE “A”		TEXT OF ARRANGEMENT RESOLUTION
SCHEDULE “B”		PRO FORMA GLAMIS CONSOLIDATED FINANCIAL STATEMENTS
SCHEDULE “C1”		PRO FORMA WESTERN COPPER FINANCIAL STATEMENTS
SCHEDULE “C2”		AUDITED FINANCIAL STATEMENTS OF THE WESTERN COPPER BUSINESS
SCHEDULE “C3”		AUDITED WESTERN COPPER FINANCIAL STATEMENTS
SCHEDULE “D”		PLAN OF ARRANGEMENT
SCHEDULE “E”		FAIRNESS OPINION
SCHEDULE “F”		INTERIM ORDER
SCHEDULE “G”		NOTICE OF APPLICATION FOR FINAL ORDER
SCHEDULE “H”		S. 237 TO 247 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

- IV -

NOTE TO UNITED STATES SHAREHOLDERS

THE SECURITIES ISSUABLE IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE PASSED ON THE ADEQUACY OR ACCURACY OF THIS INFORMATION CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Glamis Shares and Western Copper Shares to be issued under the Arrangement have not been registered under the U.S. Securities Act and are being issued in reliance on the exemption from registration set forth in Section 3(a)(10) thereof on the basis of the approval of the Court as described under “Securities Laws Considerations”. The solicitation of proxies is not subject to the requirements of Section 14(a) of the U.S. Exchange Act by virtue of an exemption applicable to proxy solicitation by foreign private issuers as defined in Rule 3b-4 of the U.S. Exchange Act. Accordingly, this Information Circular has been prepared in accordance with the applicable disclosure requirements in Canada. Residents of the United States should be aware that such requirements are different than those of the United States applicable to proxy statements under the U.S. Exchange Act.

Likewise, information concerning the properties and operations of Western, Glamis and Western Copper has been prepared in accordance with Canadian standards, and may not be comparable to similar information for United States companies. The terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” used in this Information Circular are Canadian mining terms as defined in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves Definitions and guidelines adopted by the CIM Council on August 20, 2000.

While the terms “Mineral Resource”, “Measured Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” are recognized and required by Canadian regulations, they are not defined terms under standards in the United States. As such, certain of the information contained in this Information Circular concerning descriptions of mineralization and resources under Canadian standards is not comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements of the Securities Exchange Commission (the “SEC”). “Indicated Mineral Resource” and “Inferred Mineral Resource” have a great amount of uncertainty as to their existence and a great uncertainty as to their economic and legal feasibility. It can not be assumed that all or any part of an “Indicated Mineral Resource” or “Inferred Mineral Resource” will ever be upgraded to a higher category. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.

The definition for “Proven Mineral Reserves” under CIM standards differs from the SEC standards, where proven or measured reserves are defined as reserves in which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; (b) grade and/or quality are computed from the results of detailed sampling and (c) the sites for inspection, sampling and measurement are spaced so closely and the geographic character is so well defined that size, shape, depth and mineral content of reserves are well established.

The definition for “Probable Mineral Reserves” under CIM standards differs from the SEC standards, where probable reserves are defined as reserves for which quantity and grade and/or quality are computed from information similar to that of proven reserves (under SEC standards), but the sites for inspection,

- V -

sampling, and measurement are further apart or are otherwise less adequately spaced, and the degree of assurance, although lower than that for proven mineral reserves, is high enough to assume continuity between points of observation. The degree of assurance, although lower than that for proven mineral reserves, is high enough to assume continuity between points of observation.

Financial statements included herein have been prepared in accordance with generally accepted accounting principles and subject to auditing and auditor independence standards in Canada, and thus may not be comparable to financial statements of United States companies. Western Shareholders should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in the Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein. See “United States Federal Income Tax Considerations”. The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that Western, Glamis and Western Copper are incorporated or organized under the laws of a foreign country, that some or all of their officers and directors and the experts named herein may be residents of a foreign country, and that all or a substantial portion of the assets of Glamis and Western Copper and said persons may be located outside the United States.

FORWARD — LOOKING STATEMENTS

Statements contained in this Information Circular that are not historical facts are forward-looking statements (within the meaning of the Canadian securities legislation and the U.S. Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the future price of metals; the estimation of mineral reserves and resources, the realization of mineral reserve estimates; the timing and amount of estimated future production, costs of production, and capital expenditures; costs and timing of the development of new deposits; success of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, limitations on insurance coverage and the timing and possible outcome of pending litigation. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Western and Western Copper, post-Arrangement, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, risks related to the integration of acquisitions; risks related to operations; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of metals; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the sections entitled “Risk Factors” in this Information Circular. Although Western has attempted to identify important factors that could affect Western and Western Copper and may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this Information Circular speak only as of the date hereof. Western does not undertake any obligation to release publicly

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any revisions to these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

Forward-looking statements and other information contained herein concerning the mining industry and our general expectations concerning the mining industry are based on estimates prepared by us using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which we believe to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While we are not aware of any misstatements regarding any industry data presented herein, the industries involve risks and uncertainties and are subject to change based on various factors.

CERTAIN HISTORICAL INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR HAS BEEN PROVIDED BY, OR DERIVED FROM INFORMATION PROVIDED BY, CERTAIN PERSONS OTHER THAN WESTERN. IN PARTICULAR, CERTAIN INFORMATION PERTAINING TO GLAMIS HAS BEEN PROVIDED BY GLAMIS. ALTHOUGH WESTERN DOES NOT HAVE ANY KNOWLEDGE THAT WOULD INDICATE THAT ANY SUCH INFORMATION IS UNTRUE OR INCOMPLETE, WESTERN ASSUMES NO RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF SUCH INFORMATION OR THE FAILURE BY SUCH OTHER PERSONS TO DISCLOSE EVENTS WHICH MAY HAVE OCCURRED OR MAY AFFECT THE COMPLETENESS OR ACCURACY OF SUCH INFORMATION BUT WHICH IS UNKNOWN TO WESTERN.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, filed by Western with securities commissions or similar regulatory authorities in Canada (the “Canadian Securities Authorities”) and with the SEC, are specifically incorporated by reference into, and form an integral part of, this Information Circular.

1.		Audited financial statements for financial years ended September 30, 2005 and September 30, 2004 and the MD&A filed in connection with those financial statements.
2.		Unaudited financial statements for the three month periods ended December 31, 2005 and December 31, 2004 and the MD&A filed in connection with those financial statements.
3.		Information Circular dated February 22, 2005.
4.		Annual Information Form dated December 22, 2005.
5.		Material Change Report dated March 2, 2006 respecting this Arrangement.

- VII -

The following documents, filed by Glamis with Canadian Securities Authorities and the SEC, are specifically incorporated by reference into, and form an integral part of, this Information Circular:

1.		The Annual Information Form of Glamis dated March 6, 2006 for the fiscal year ended December 31, 2005.
2.		Audited consolidated financial statements of Glamis, including notes thereto, as at December 31, 2005 and 2004 and for each of the years in the three-year period ended December 31, 2005, together with the auditors’ report thereon.
3.		Management’s discussion and analysis of financial condition and results of operations of Glamis for the fiscal year ended December 31, 2005.
4.		Management Information Circular (Proxy Statement) of Glamis dated March 6, 2006 distributed in connection with the annual general meeting of shareholders held on May 3, 2006 (excluding the sections entitled “Performance Graphs”, “Report of the Compensation and Nominating Committee on Compensation of Executive Officers and Others” and “Corporate Governance and Committees”).
5.		Material Change Report of Glamis filed on March 3, 2006 relating to the Arrangement.

Copies of the Western documents incorporated herein by reference may be obtained on request without charge from the Secretary of Western at Suite 2050, 1111 W. Georgia Street, Vancouver, British Columbia V6E 4M3 (Telephone (604) 684-9497). Copies of the Glamis documents incorporated by reference in this Information Circular may be obtained upon request without charge from the Executive Vice-President, Administration of Glamis at 5190 Neil Road, Suite 310, Reno, Nevada 89502 (telephone (775) 827-4600). These documents are also available through the internet on the System for Electronic Document Analysis and Retrieval, which can be accessed online at www.sedar.com. For the purposes of the Province of Québec, this Information Circular contains information to be completed by consulting the permanent information records for each of Western and Glamis. A copy of the Western permanent information record may be obtained from the Secretary of Western and a copy of the Glamis permanent information record from the Executive Vice-President, Administration of Glamis at the above mentioned addresses and telephone numbers.

Material change reports (other than confidential reports) and all other documents of the type referred to above, filed by Western and Glamis with Canadian Securities Authorities subsequent to the date of this Information Circular and prior to the Meeting, will be deemed to be incorporated by reference into this Information Circular.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Information Circular to the extent that a statement contained in this Information Circular or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Information Circular, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or

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that is necessary to make a statement not misleading in light of the circumstances in which it was made.

EXCHANGE RATE DATA

This Information Circular contains references to United States (US$) and Canadian dollars.

The following table sets out, for each period indicated, the high and low closing exchange rates for one United States dollar expressed in Canadian dollars, the average of such exchange rates during such period (based on the average of the exchange rates on the last day of each month during the period), and the exchange rate at the end of such period based on the noon buying rate in New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York:

Year		High				Low				Average				Close
2005			1.2703				1.1507				1.2083				1.1656
2004			1.3970				1.1775				1.2984				1.2034
2003			1.5750				1.2923				1.3916				1.2923
2002			1.6128				1.5108				1.5702				1.5800

On March 24, 2006, the noon rate of exchange as reported by the Federal Reserve Bank of New York for the conversion of one United States dollar into one Canadian dollar was $1.1675 ($1.00 equals US$0.8565) .

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

The historical financial statements of Western contained in this Information Circular are reported in Canadian dollars and have been prepared in accordance with Canadian GAAP. The historical financial statements of Glamis contained in this Information Circular are reported in United States dollars and have been prepared in accordance with Canadian GAAP. All references to dollar amounts in this Information Circular are to Canadian dollars unless expressly stated otherwise.

INFORMATION PERTAINING TO WESTERN AND GLAMIS

The information contained or referred to in this Information Circular with respect to Western and Western Copper has been furnished by Western. The information contained or referred to in this Information Circular (including in the Schedules) with respect to Glamis has been furnished by Glamis. As such, Western and its directors, officers, employees, representatives and agents assume no responsibility for the accuracy or completeness of such information.

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GLOSSARY OF DEFINED TERMS

In this Information Circular, the following capitalized words and terms shall have the following meanings:

Acquisition Proposal		Any effort or attempt with respect to, the direct or indirect acquisition of, or other business combination involving, Western or its material properties on the basis set out in the Arrangement Agreement.
AMEX		The American Stock Exchange.
Arrangement		The Arrangement involving Western, the Western Shareholders, Glamis and Western Copper to be completed pursuant to the provisions of Part 9 of Division 5 of the BCBCA on the terms and conditions set out in the Plan of Arrangement and any amendments thereto or variations thereof made in accordance with its terms and the Arrangement Resolution.
Arrangement Agreement		The Arrangement Agreement dated for reference as at February 23, 2006 between Western, Glamis and Western Copper which is filed on SEDAR at www.sedar.com.
Arrangement Resolution		The Special Resolution approving the Arrangement to be voted on, with or without variation, by Western Shareholders at the Meeting substantially in the form attached as Schedule “A” to this Information Circular.
BCBCA		Business Corporations Act (British Columbia), as amended.
BCSC		British Columbia Securities Commission.
Break Fee		The amount of 3.5% of the market capitalization of Western calculated and payable pursuant to terms of the Arrangement Agreement in the event of termination of the Arrangement Agreement under certain prescribed terms.
Carmacks		Carmacks Copper Ltd.
CEO		Chief Executive Officer.
CFO		Chief Financial Officer.
Code		United States Internal Revenue Code of 1986, as amended.
Company		Western, Glamis or Western Copper, as the context requires, and means Western, Glamis and Western Copper, when used in the plural.
Computershare		Computershare Investor Services Inc., the registrar and transfer agent for each of the Companies.
Confidentiality Agreement		The agreement entered into by Glamis and Western dated December 21, 2005.
Court		The Supreme Court of British Columbia.
Depositary		Computershare, which will act as the depositary for the exchange of the Western Shares, the Glamis Shares and Western Copper Shares pursuant to the Arrangement.
Dissent Rights		The rights of a Western Shareholder to dissent to the Arrangement Resolution and receive fair value for all Western Shares held, as more particularly described under the heading “Rights of Dissenting Shareholders” and in Sections 237-247 of the BCBCA.
Dissent Procedures		The procedures to be taken by a Western Shareholder in exercising Dissent Rights.
Effective Date		The date of closing of the Arrangement, to occur on the filing date stamped on the final Notice of Change to the Notice of Articles of Western that is filed with the Registrar in respect of the Arrangement.
Effective Time		The time stamped on the final Notice of Change to the Notice of Articles of Western that is filed with the Registrar in respect of the Arrangement.
Exchange Ratio		0.688 of a Glamis Share for each one Class A Share (as defined in the Plan of Arrangement) of Western.
Fairness Opinion		The fairness opinion dated March 16, 2006 prepared by the Financial Advisor described under “Fairness Opinion” in the Information Circular and in form attached as Schedule “E” hereto.
Final Order		The final order to be made by the Court approving the Arrangement.

- X -

Financial Advisor		Macquarie North America Ltd., the financial advisor in respect of Western.
GAAP		Generally accepted accounting principles in effect in Canada including the accounting recommendations published in the Handbook of the Canadian Institute of Chartered Accountants.
Glamis		Glamis Gold Ltd., a company existing under the BCBCA.
Glamis Board		The board of directors of Glamis.
Glamis New Option		The options of Glamis to be issued in partial exchange for the Western Stock Options pursuant to the Plan of Arrangement.
Glamis Shareholders		At the relevant time, the holders of Glamis Shares.
Glamis Shares		Voting common shares in the capital of Glamis.
Glamis Stock Option		The share purchase options of Glamis issued under its Incentive Share Purchase Option Plan.
IMC		Independent Mining Consultants, Inc. of Tucson, AZ, USA.
Independent Committee		The Independent Committee of independent directors established by Western to consider options to enhance the value of Western for Western Shareholders.
Information Circular		This Information Circular to be sent to Western Shareholders in connection with the Meeting.
Interim Order		The interim order of the Court dated March 31, 2006 pursuant to Section 288 of the BCBCA, providing for, among other things, the calling of the Meeting.
IRS		Internal Revenue Service (United States)
ITA		Income Tax Act (Canada)
Kennecott		Kennecott Canada Explorations Inc.
M3		M3 Engineering and Technology Corporation of Tucson, AZ, USA.
Material, Material Adverse Change and Material Adverse Effect		Each have the meanings ascribed to them in the Arrangement Agreement.
Meeting		The annual general and special meeting of Western Shareholders to be held at 10:00 a.m. (Vancouver time) on May 1, 2006 for the purpose of voting on the Annual General Meeting Matters, the Arrangement Resolution and all other matters to be presented by management at the Meeting and any adjournment or postponement thereof.
NYSE		The New York Stock Exchange.
Plan of Arrangement		The plan of arrangement of Western attached as Schedule “D” hereto and any amendment thereto agreed to by the directors of Western.
Record Date		March 24, 2006, being the date for determining Western Shareholders entitled to receive notice of and vote at the Meeting.
Registered Holder		A shareholder of record of Western Shares.
Registrar		The British Columbia Registrar of Companies appointed under Section 400 of the BCBCA.
Regulation S		Regulation S promulgated under the U.S. Securities Act.
Section 3(a)(10)		The exemption from registration requirements of the U.S. Securities Act
Exemption		provided under Section 3(a)(10 ) thereof.
Securities Acts		The securities acts or the equivalent securities legislation of each of the provinces and territories of Canada, as amended.
Securities Laws or Securities Legislation		The Securities Acts, the U.S. Exchange Act and U.S. Securities Act, the “blue sky” or securities laws of the states of the United States, each as now enacted or as amended and the applicable rules, regulations, rulings, orders, instruments and forms made or promulgated under such laws, as well as the rules, regulations, by-laws and policies of the TSX, AMEX and the NYSE.
SEDAR		The System for Electronic Document Analysis and retrieval of the Canadian Securities Administrators.

- XI -

Special Resolution		A resolution required to be approved by not less than a two-thirds (2/3) majority of the votes cast by those shareholders who (being entitled to do so) vote in person or by proxy at the Meeting.
Stock Exchanges		Collectively, the TSX, AMEX and NYSE.
Superior Proposal		An Acquisition Proposal that is determined to be superior to the Arrangement on the basis set forth in the Arrangement Agreement.
Teck or Teck Cominco		Teck Cominco Limited, a mining company with its head office in Vancouver, Canada. Teck Cominco is a joint venture partner of Western.
Termination Date		September 30, 2006.
TSX		The Toronto Stock Exchange.
Voting and Standstill Agreements		Agreements of the officers and directors of Western and their affiliates to vote their Western Shares in favour of the Arrangement and all related matters at the Meeting as described under “The Arrangement — Voting and Standstill Agreements” in the Information Circular.
Western		Western Silver Corporation, a corporation existing under the BCBCA.
Western Board		The board of directors of Western.
Western Class A Shares		Class A common shares without par value in the authorized share structure of Western which are to be created in accordance with the Plan of Arrangement.
Western Class B Share		The Western Shares, once they have been redesignated as class B common shares and to which have been added a preferential right with respect to the payment of dividends in accordance with the Plan of Arrangement.
Western Copper		Western Copper Corporation, a corporation existing under the BCBCA.
Western Copper Class A Shares		Class A shares, par value $0.00001 each, in the authorized share structure of Western Copper.
Western Copper Options		Stock options for the purchase of Western Copper Shares that will be issued by Western Copper in accordance with the Plan of Arrangement.
Western Copper Shareholders		At the relevant time, the holders of Western Copper Shares.
Western Copper Shares		Voting common shares in the capital of Western Copper.
Western Copper Warrant		A share purchase warrant of Western Copper to be issued to Glamis for the purchase of 5% of the fully-diluted Western Copper Shares as of the Effective Date, for a period of two years following the Effective Date, at a price of $3.50 per share.
Western Shareholders		At the relevant time, the holders of Western Shares.
Western Shares		Voting common shares in the capital of Western.
Western Stock Options		Stock options for the purchase of Western Shares which are outstanding immediately before the Effective Date.
U.S. Exchange Act		The United States Securities Exchange Act of 1934, as amended.
U.S. Securities Act		The United States Securities Act of 1933, as amended.

- XII -

GLOSSARY OF TECHNICAL TERMS

The following is a glossary of certain mining or other technical terms used in this Information Circular:

AAS		Atomic absorption spectroscopy analytical technique.
Alteration		Changes in the chemical or mineralogical composition of a rock, generally produced by weathering or hydro-thermal solutions.
Anomalous		Inconsistent with or deviating from what is usual, normal or expected.
block model		A 3 dimensional volume created using small regularly shaped (cubes or rectangles) blocks each with an assigned grade estimated from the data set. Many of the blocks have no data points within their boundaries.
BQ		Diamond drill core size.
Cu		Copper.
EM		Electro-magnetic
fire assay		A technique for determining the amount of gold in a rock sample.
footwall zone		Zone of rocks in the footwall, the underside of a vein, deposit or structure.
Grade		The concentration of an ore metal in a rock sample, given either as weight percent for base metals or in grams per tonne (g/tonne) or ounces per short ton for precious metals. The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.
g/tonne or gpt		Gram per tonne.
H2 SO4		Hydrogen sulphide.
ha		Hectare.
hanging wall		The upper side of a vein, deposit or structure.
heap leach		A process of extracting metals from low grade ores including piling relatively coarse ore on an impervious membrane and allowing a dissolving fluid to seep down through the pile and through a collection system.
HQ		Diamond drill core size
Indicated mineral resource		That part of a mineral resource for which quantity, grade or quality, densities, shape, and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
Inferred mineral resource		That part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
Intrusive		An igneous rock that was once molten and has “intruded” into pre-existing rocks in that state, after which it cools.
km		Kilometre.
kriging resources		Resources determined by using a method of estimating grade where a rectangular block is assigned a grade based on the nearest data points available. Data points are averaged by weighting according to distance from the block. Data points are used when located within an elliptical volume (ellipsoid) determined by variography.
m		Metre.

- XIII -

Measured mineral resource		That part of a mineral resource for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
Mineralization		Minerals of value occurring in rocks.
NI 43-101		National Instrument 43-101 “Standards of Disclosure for Mineral Projects”.
NPV		Net present value.
NQ		Diamond drill core size.
NSR		Net smelter return — a calculation of net value metal produced less smeltering and refining changes.
Ore		A naturally occurring material from which one or more minerals may be mined and sold at a profit, or from which some part may be profitably separated.
polygonal modelling		A method of estimating resources where areas are constructed on section based on half the distance to the next data point. Each area is then represented by the individual data point ( drill hole intersection).
polygonal resources		Resources determined by using polygonal modelling.
porphyry		Any igneous rock with crystals embedded in a finer groundmass of minerals.
Probable mineral reserves		The economically mineable part of an indicated and in some circumstances a measured mineral resource demonstrated by at least a preliminary feasibility study. The study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
Proven mineral reserves		The economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study. The study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate at the time of reporting, that economic extraction is justified.
reverse circulation		A drilling technique that does not result in the recovery of drill core.
Sulphide		A compound containing sulphur and some other metal.
SX-EW		Copper sulphate solution and electro mining.
tpd		Tonnes per day.
variography		The statistical analysis which shows the directional variation of data. This technique is used to align the ellipsoid for Kriging in block models.
VLF-EM		A geophysical exploration technique utilising magnetic fields.

SUMMARY

The following is a summary of the principal features of the Arrangement and certain other matters and should be read together with the more detailed information and financial data and statements contained elsewhere in this Information Circular, including the schedules hereto and incorporated in this Information Circular by reference. Capitalized terms not otherwise defined in this Summary are defined in the Glossary of Terms or elsewhere in the Information Circular. This Summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere herein.

The Meeting

Date, Time and Place of Meeting

The Meeting will be held on May 1, 2006, at 10:00 a.m. (Vancouver time) in the Terasen Building, Georgia Room, Main Floor, 1111 West Georgia Street, Vancouver, British Columbia V6E 4M3.

The Record Date

The Record Date for determining the registered shareholders for the Meeting is March 24, 2006.

Purposes of the Meeting

This Information Circular is furnished in connection with the solicitation of proxies by management of Western for use at the Meeting.

At the Meeting, Western Shareholders will receive the 2005 Report of the Directors and Audited Financial Statements for the fiscal period ending September 30, 2005, together with the Auditors’ Report thereon, and will be asked to appoint the auditors for the upcoming year, authorize the directors to approve the auditors’ remuneration and to elect directors (collectively, the “Annual General Meeting Matters”).

Western Shareholders will also be asked to consider and to pass, with or without variation, a special resolution (the “Arrangement Resolution”) approving an arrangement (the “Arrangement”) under Part 9, Division 5 of the Business Corporations Act (British Columbia) (“BCBCA”) involving Western, its securityholders and Western Copper. The Arrangement involves the following transactions:

	•		the issuance by Glamis to Western Shareholders of 0.688 of a Glamis Share for each one (1) Western Share to effect a business combination of Western and Glamis;
	•		the transfer of Western’s Almoloya Project, the shares of Carmacks and approximately $38 million of cash held by Western to Western Copper, in exchange for common shares of Western Copper (the “Western Copper Shares”); and
	•		the distribution of the Western Copper Shares to Western Shareholders on the basis of one (1) Western Copper Share for each one (1) Western Share.

The Arrangement

Purpose

The principal business of Western has been mining exploration and the initial development of mining properties. Western is not engaged in the operation of mines. On November 11, 2005, Western received a feasibility study on its Peñasquito project (the “Peñasquito Project”) located in Mexico. Since that time Western has focused its efforts on the Peñasquito Project.

On February 24, 2006, Western and Glamis announced an agreement whereby Glamis would acquire all of the outstanding Western Shares.

Glamis is a mine operator with experience in exploration, development and operation of mines in the Americas, including Mexico. Western believes that this experience will enable Glamis to complete the development of the Peñasquito Project into an operating mine.

The Arrangement will split the business of Western into two parts: (i) one part, comprised of the Mexico assets of Western, save and except for Western’s Almoloya Project, will be owned by Glamis and (ii) the other part, comprised of approximately $38 million in cash, Western’s interest in the Carmacks copper deposit (the “Carmacks Copper Project”) located in the Yukon Territory and Western’s interest in the Almoloya Project in Mexico, will be owned by Western Copper, a new public company formed in connection with the Arrangement.

Following completion of the Arrangement, Western Shareholders will hold an interest in each part of the current business of Western through the ownership of Glamis Shares and the ownership of Western Copper Shares. On the Effective Date, Western Shareholders will hold approximately 20.22% (21.1% on a fully diluted basis based on the issued capital and outstanding options of Western and Glamis on February 24, 2006) of the issued Glamis Shares and 100% of the issued Western Copper Shares.

Reasons for the Arrangement and Recommendation of the Western Board

After careful consideration, the Western Board has unanimously determined that the Arrangement is fair to Western Shareholders and is in the best interest of Western. Accordingly, the Western Board unanimously recommends that Western Shareholders vote FOR the Arrangement Resolution and, therefore, the acquisition of Western by Glamis.

In the course of its evaluation of the Arrangement, the Western Board consulted with Western’s senior management, legal counsel and Financial Advisor, reviewed a significant amount of information and considered a number of factors, including, among others, the following factors:

	•		Glamis has offered a significant premium to the Western share price, which provides immediate value for Western Shareholders. The terms of the Arrangement provide a premium of 40% based on the volume-weighted average share prices of both Glamis and Western on the TSX for the 20 trading days preceding announcement of the transaction, or 27% based on the closing TSX prices of Glamis Shares and Western Shares on the day preceding the announcement of the transaction.
	•		The terms of the Arrangement represent a premium to all analysts’ forecasts which were available on February 23, 2006, for the Western Shares.
	•		Glamis is already a significant, low-cost silver producer, projecting an average of nearly four million ounces of silver production annually from its Marlin Mine. With the addition of

			production from the Peñasquito Project, Glamis will become one of the leading silver producers in the world with significant low cost silver production from two large mines.
	•		Glamis has the experience and technical ability, particularly as demonstrated by the recent construction of the El Sauzal gold mine in Mexico and the Marlin gold-silver mine in Guatemala, to put the Peñasquito Project into production. Glamis has advised that its mine development team from El Sauzal will be utilized at Peñasquito. As a result, Western Shareholders will no longer be subject to the development risks inherent in a junior company developing a mine, nor will they be subject to the potentially considerable dilution that will result from the financing activities that would be necessary if Western was to construct a mine at Peñasquito alone.
	•		Western Shareholders will continue to participate in any increase in value of the Peñasquito Project by holding Glamis Shares. Western Shareholders will hold approximately 20.22% (21.1% on a fully diluted basis based on the issued capital and outstanding options of Western and Glamis on February 24, 2006) of Glamis upon completion of the Arrangement.
	•		Western Shareholders will participate in a leading growth company which has four existing mines located in Nevada, Mexico, Guatemala and Honduras, including the newly completed, low-cost Marlin and El Sauzal mines. Additionally, Western Shareholders will gain exposure to Glamis’ development and exploration projects underway in Nevada, Mexico and Guatemala.
	•		Western Shareholders will receive a share of a new company, Western Copper, giving them exposure to a well-funded resource company with experienced management prepared to proceed with the development of the Carmacks Copper Project in the Yukon as well as new exploration efforts.
	•		The Western Board concluded that the possible alternatives to the Arrangement (including the possibility of continuing to operate Western as an independent entity), and the perceived risks thereof, the range of possible benefits to Western Shareholders of such alternatives and the timing and uncertainty of successfully accomplishing any of such alternatives, were such that none of the alternatives were considered reasonably likely to present superior opportunities for Western, or reasonably likely to create greater value for Western Shareholders, than the Arrangement with Glamis.
	•		In order for Western to proceed with the Peñasquito Project alone, it would require significant capital, both equity and debt, and would need to recruit a technically capable mine development team. Western would incur significant dilution in raising such capital and could have significant difficulty in attracting a technically capable mine development team due to the current shortage of available qualified people.
	•		Mine development and construction is risky and uncertain. Western has never put a mine into production and during the entire period of development and construction Western would have no revenues and would depend entirely on the proceeds raised from debt and equity financing, which may or may not be available to it on reasonable terms, if at all.
	•		While Western’s assets represent substantial exploration potential, because of the size and longevity of the Peñasquito Project, only a very large new discovery at the Peñasquito Project would have a significant impact on the current market value of Western Shares. Furthermore, any change in the scope of the Peñasquito Project to accommodate future exploration would inevitably delay the construction of the Peñasquito Project.

	•		The financial presentation of the Financial Advisor, including its oral opinion of February 22, 2006, which was confirmed by a written opinion dated March 16, 2006, to the Independent Committee as to the fairness, from a financial point of view of the consideration to be received by Western Shareholders, other than Glamis, pursuant to the Arrangement, as more fully described under “The Arrangement — Opinion of Western’s Financial Advisor”.
	•		The recommendation of the Independent Committee regarding the terms of the Arrangement and its recommendation that the Western Board approve the Arrangement on the terms presented to it.
	•		The likelihood that the Arrangement would be consummated, in light of the experience, reputation and financial capabilities of Glamis and the absence of significant closing conditions, other than approval by Western Shareholders of the Arrangement and other customary closing conditions.
	•		The terms and conditions of the Arrangement Agreement, including:

	o		the ability of the Western Board, under certain circumstances, to furnish information to and conduct negotiations with a third party and, upon payment to Glamis of the Break Fee (3.5% of the aggregate market value of Western calculated on a fully diluted basis and based on the volume weighted average trading prices per Western Share on the TSX on the trading day prior to termination), to terminate the Arrangement Agreement and accept a Superior Proposal;
	o		the belief of the Western Board that the Break Fee is within the range of reasonable termination fees provided for in comparable transactions and is not a significant deterrent to possible competing offers; and
	o		the limited ability of Glamis to terminate the Arrangement Agreement.

In the course of its deliberations, the Western Board also identified and considered a variety of risks and potentially negative factors, including, but not limited to:

	•		The price of Western’s Shares may be capped at or near the value contemplated by the Arrangement to the extent that there is a market assumption that the Arrangement will complete.
	•		In certain circumstances set out under “The Arrangement Agreement — Non-Solicitation of Acquisition Proposals and Break Fee”, Western may be required to pay the Break Fee to Glamis, which, if an alternative transaction is not concluded, will adversely affect Western’s financial condition.
	•		If the Arrangement Agreement is terminated and the Western Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the purchase price to be paid pursuant to the Arrangement with Glamis.
	•		Implementing the Arrangement will require the devotion of significant management time and attention, which will have to be diverted from the existing business of Western and which could have an adverse impact on Western if the Arrangement is not approved.
	•		Under the Arrangement Agreement, Western would be required to pay the Break Fee in the event that the Arrangement Agreement is terminated in certain circumstances. The Break Fee, together

with Glamis’ right to match a Superior Proposal, may discourage other parties from attempting to acquire the Western Shares even if those parties might be willing to offer greater value than Glamis has offered under the Arrangement Agreement.

The foregoing discussion summarizes the material information and factors considered by the Independent Committee and the Western Board in their consideration of the Arrangement. The Western Board collectively reached its unanimous decision with respect to the Arrangement in light of the factors described above and other factors that each member of the Western Board felt were appropriate. In view of the wide variety of factors and the quality and amount of information considered, the Western Board did not find it useful or practicable to and did not make specific assessments of, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determination. Individual members of the Western Board may have given different weight to different factors.

Fairness Opinion

Macquarie North America Ltd. (the “Financial Advisor”) has provided an opinion (the “Fairness Opinion”) to the Independent Committee in respect of the fairness from a financial point of view of the consideration to be received by the Western Shareholders other than Glamis. Based upon the information and procedures and subject to the limitations described in its opinion, the Financial Advisor has concluded that the terms of the Arrangement are fair, from a financial point of view, to Western Shareholders, other than Glamis. See “The Arrangement — Fairness Opinion” in the Information Circular and a copy of the Fairness Opinion which is attached as Schedule “E” hereto.

Summary and Effect of the Arrangement

Prior to the Arrangement, Western incorporated Western Copper as its new wholly-owned subsidiary. Upon completion of the Arrangement:

	1.		Western will be a wholly-owned subsidiary of Glamis and will cease to be a public company;
	2.		Western will continue to hold all of its mineral properties, cash and assets, save and except for the cash and assets to be transferred to Western Copper as part of the Arrangement;
	3.		Western Shareholders, other than Western Shareholders who duly exercise their Dissent Rights, will receive 0.688 of a Glamis Share and one (1) Western Copper Share for each one Western Share owned;
	4.		each Western Stock Option outstanding immediately before the Effective Date will be exchanged for:

a.

an option to be issued by Glamis (a “Glamis New Option”) pursuant to which the holder of the related Western Stock Option will be entitled to receive, upon exercise of the Glamis New Option, that number of Glamis Shares that is equal to the number of Western Shares that was issuable upon exercise of the related Western Stock Option immediately before the Effective Time multiplied by the Exchange Ratio, and the exercise price per Glamis Share under the Glamis New Option will, subject to adjustment, be equal to the quotient obtained by dividing the exercise price per share of the related Western Stock Option in effect immediately prior to the Effective Time, less $0.88, by the Exchange Ratio; and

b.

an option (a “Western Copper Option”) pursuant to which the holder of the Western Stock Option will be entitled to acquire that number of Western Copper Shares that is equal to the number of Western Shares that was issuable upon exercise of the Western Stock Option immediately before the Effective Time at an exercise price per Western Copper Share of $0.88;

5.		assuming there are 48,864,680 Western Shares issued and outstanding at the Effective Time and outstanding Western Stock Options in respect of 2,394,901 Western Shares, Glamis will issue approximately 33,618,899 Glamis Shares to acquire the Western Shares and reserve approximately 1,647,691 Glamis Shares for issue upon exercise of Glamis New Options. Upon completion of the Arrangement, there will be, using Glamis’ issued share capital as at March 24, 2006, approximately 165,638,804 Glamis Shares issued and outstanding. In addition, approximately 48,864,680 Western Copper Shares will be issued to Western Shareholders on the basis of one (1) Western Copper Share for each one (1) Western Share held and approximately 2,394,901 Western Copper Shares will be reserved for issuance in accordance with the terms of the Western Copper Options;
6.		the rights of creditors against the property and interests of Western will be unimpaired by the Arrangement;
7.		the subsidiaries of Western (other than Western Copper and Carmacks) will remain as subsidiaries and related corporations of Western, such that the Peñasquito Project will be owned by Glamis;
8.		Western Copper will be a reporting company, all of whose shares will be owned by Western Shareholders. Western Copper will hold the Carmacks Copper Project in the Yukon, the Almoloya Project in Mexico and approximately $38 million in working capital; and
9.		the Glamis Board will be increased from six members to seven members and Dale Corman, the Chairman and Chief Executive Officer of Western will be appointed to the Glamis Board.

See “The Arrangement” for additional information. Full particulars of the Arrangement are contained in the Plan of Arrangement which is attached hereto as Schedule “D”.

The Companies

Glamis is a reporting issuer in all of the Provinces of Canada. Glamis’ shares trade on the Toronto Stock Exchange (the “TSX”) and the New York Stock Exchange (“NYSE”) under the symbol “GLG”. The principal office of Glamis is located at 5190 Neil Road, Suite 310, Reno, Nevada 895025. Glamis’ registered and records office is located at 1500 — 1055 West Georgia St., Vancouver, British Columbia, V6E 4N7. Glamis is engaged in exploration, mine development, and the mining and extraction of precious metals, both gold and silver. It has operating mines in Nevada, U.S.A., Mexico, Honduras and Guatemala, and development projects in Nevada, Mexico and Guatemala.

Western is a reporting issuer in all of the Provinces of Canada. Western’s shares trade on the TSX under the symbol “WTC” and the American Stock Exchange (“AMEX”) under the symbol “WTZ”. The registered and records office of Western is located at 595 Howe Street, 10^th Floor, Vancouver, British Columbia, V6C 2T5, and its head office and principal place of business is located at Suite 2050, 1111 West Georgia Street, Vancouver, British Columbia, V6E 4M3. Western is a mineral exploration company whose principal property is the Peñasquito Project in Mexico.

Western Copper is currently a wholly-owned subsidiary of Western. The registered and records office of Western Copper is located at 595 Howe Street, 10^th Floor, Vancouver, British Columbia, V6C 2T5, and its head office and principal place of business will be located at Suite 2050, 1111 West Georgia Street, Vancouver, British Columbia, V6E 4M3.

Upon completion of the Arrangement, Western Copper will be a reporting issuer in British Columbia, Alberta, Saskatchewan, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. Application will be made for listing of the Western Copper Shares on the TSX. Any listing will be subject to meeting TSX original listing requirements and there is no assurance such a listing will be obtained. The Western Copper Shares will be a registered class of securities in the United States but will not be listed for trading on a stock exchange in the United States. Western Copper will be well financed with approximately $38 million in working capital and will conduct mineral exploration and development of the Carmacks Copper Project in the Yukon and the early stage exploration project, the Almoloya Project, in Mexico.

See the pro forma financial statements of Glamis and Western Copper attached to this Information Circular as Schedules “B” and “C1” respectively for a description of the respective status of each of these Companies as at December 31, 2005 after giving effect to the Arrangement.

The Western Board unanimously recommends that the Western Shareholders vote FOR the Arrangement Resolution and, therefore, the acquisition of Western by Glamis. See “The Arrangement — Recommendations of the Directors”.

Conditions to the Arrangement

Completion of the Arrangement is subject to a number of usual specified conditions being met as of the Effective Date, including:

1.		the approval or acceptance of the Arrangement by a two-thirds majority of the Western Shareholders present and entitled to vote at the Meeting.
2.		the Supreme Court of British Columbia (the “Court”) must grant its Final Order with respect to the Arrangement;
3.		all covenants of the Companies shall have been duly performed and all representations and warranties of the Companies must be true and correct at the time of closing;
4.		no Material Adverse Change with respect to the Companies will have occurred; and
5.		Dissent Rights must not have been exercised in respect of, in the aggregate, more than 1% of the outstanding Western Shares.

The TSX has conditionally approved the Arrangement, subject to filing standard closing documents. The Arrangement Agreement also provides that it may be terminated in certain circumstances by the boards of directors of the Companies before the Effective Date notwithstanding approval of the Arrangement by the Western Shareholders and the Court. See “The Arrangement — Effective Date and Conditions of Arrangement”.

Non-Solicitation of Acquisition Proposal and Break Fee

Western has agreed that it will not directly or indirectly take any action which might reduce the likelihood of, or interfere with, the completion of the Arrangement, solicit, assist, initiate or knowingly encourage, discuss or assist others in making an alternate acquisition proposal (“Acquisition Proposal”) for the

Western Shares or the mineral properties of Western. However, these restrictions will not apply if Western receives an unsolicited Acquisition Proposal that the Western Board, acting reasonably and in good faith, determines after consultation with its independent financial advisor and outside legal counsel and subject to certain conditions in the Arrangement Agreement, would, if consummated in accordance with its terms, be reasonably likely to lead to a Superior Proposal and the Western Board determines that its failure to consider or participate in such discussions would be inconsistent with its fiduciary duties under applicable laws. In such event, the Western Board may, subject to execution of an appropriate confidentiality agreement, provide the person making the Acquisition Proposal access to Western’s non-public information.

If the Western Board determines that an Acquisition Proposal would be a Superior Proposal, it must give Glamis five business days notice of the Board’s intention to accept, approve, recommend or enter into an agreement relating to such Acquisition Proposal. If the notice is given less than five business days prior to the Meeting, Western will, unless otherwise mutually agreed with Glamis, adjourn the Meeting to a time that is not less than five business days after the time the notice of the Superior Proposal was given.

During the five day period, Glamis may offer to amend the terms of the Arrangement. If Glamis makes an amended offer, the Western Board will determine if the Acquisition Proposal is no longer a Superior Proposal and in such case, Western will accept the amended Glamis offer and, if necessary, adjourn the Meeting to allow Western to prepare an amendment to the Information Circular and to forward such to the Western Shareholders.

If the Western Board continues to believe that the Superior Proposal remains a Superior Proposal, Western may terminate the Arrangement Agreement, in which case Western will pay Glamis a fee equal to 3.5% of the aggregate market value of the Western Shares (calculated on a fully diluted basis), based on the volume weighted average trading prices per Western Share on the TSX on the trading day immediately preceding the date of termination. Upon termination and payment of 50% of the fee prior to or concurrent with the termination, Western may accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of the Superior Proposal and Western will pay the remaining 50% of the fee on the earlier of (i) the date on which the Acquisition Proposal or Superior Proposal is completed and (ii) 120 days from the date on which the first 50% of the termination fee is paid.

The above is a summary of the provisions of the Arrangement Agreement relating to non-solicitation and the Break Fee. The Break Fee will be payable by Western in certain other circumstances and shareholders should refer to “Additional Terms of the Arrangement Agreement — Non-Solicitation of Acquisition Proposals and Break Fee” in this Information Circular and to the Arrangement Agreement which is filed on SEDAR.

Termination of Arrangement Agreement

The Arrangement Agreement may be terminated at any time prior to the Effective Date, in the circumstances specified in the Arrangement Agreement, including:

1.		by mutual written consent of Western and Glamis;
2.		by either Western or Glamis in the event the conditions precedent of the Arrangement Agreement are not satisfied, or waived by the party to whom they are of benefit;
3.		by either Western or Glamis if the Western Shareholders fail to approve the Arrangement Resolution or if the Meeting has not been held by the Termination Date;

4.		by Western following receipt of, and in order to accept or recommend, a Superior Proposal and subject to the provisions of the Arrangement Agreement regarding Superior Proposals; or
5.		by Glamis if the Board of Directors of Western withdraws or modifies in a manner adverse to Glamis its approval or recommendation of the Arrangement.

The above is a summary of the termination provisions of the Arrangement Agreement and Shareholders should refer to the Arrangement Agreement which is filed on SEDAR for the specific terms.

Exchange of Certificates and Fractional Shares

On or about the Effective Date, a letter of transmittal containing instructions with respect to the deposit of certificates for Western Shares with the Depositary at its principal office in Toronto, Ontario will be forwarded to Western Shareholders for use in exchanging their Western Share certificates for certificates representing Glamis Shares and Western Copper Shares promptly after the Effective Date. Upon return of a properly completed letter of transmittal, together with certificates representing Western Shares and such other documents as the Depositary may require, certificates for the appropriate number of Glamis Shares and Western Copper Shares will be distributed.

No fractional Glamis Shares will be issued to Western Shareholders. Western Shareholders will receive cash in lieu of a fractional share of Glamis based on one whole Glamis Share being valued at $34.73, the closing price for Glamis Shares on February 23, 2006, the reference date of the Arrangement Agreement.

Cancellation of Rights after Six Years

Any certificate which immediately prior to the Effective Date represented outstanding Western Shares and which has not been surrendered, with all other instruments required by the Plan of Arrangement on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in Western, Glamis, Western Copper or the Depositary. Accordingly, persons who tender certificates for Western Shares after this sixth anniversary will not receive Glamis Shares or Western Copper Shares, will not own any interest in Western, and will not be paid any cash or other compensation

Treatment of Dividends

No dividends or other distributions declared or made after the Effective Date with respect to Glamis Shares or Western Copper Shares, with a record date after the Effective Date, will be payable or paid to the holder of any unsurrendered certificates for Western Shares and will not be payable until the surrender of certificates for Western Shares for exchange for Glamis Shares and Western Copper Shares in accordance with the terms of the Plan of Arrangement.

Rights of Dissent

Western Shareholders have the right to dissent to the proposed Arrangement and to be paid the fair value of their shares upon strict compliance with the provisions of applicable law. See “Rights of Dissenting Shareholders”. It is a condition of the Arrangement that Dissent Rights shall not have been exercised in the aggregate for more than 1% of the outstanding Western Shares.

Income Tax Considerations

Holders of Western securities should consult their own tax advisors about the applicable Canadian, United States or Mexican federal, provincial, state and local tax consequences of the Arrangement.

For Canadian federal income tax purposes, a Western Shareholder whose Western Shares constitute “capital property” generally will not realize a capital gain or capital loss on the exchange of such shares for Glamis Shares and Western Copper Shares under the Arrangement except that a Western Shareholder will realize a capital gain to the extent that the fair market value of the Western Copper Shares received by the shareholder exceeds the adjusted cost base of the shareholder’s Western Shares. A summary of the principal Canadian federal income tax considerations in respect of the proposed Arrangement is included under “Canadian Federal Income Tax Considerations” and the foregoing is qualified in full by the information in such section.

Western believes that the exchange (the “Exchange”) by a U.S. Holder of Western Class A Shares for Glamis Shares should qualify as a tax free reorganization (“Reorganization”) for United States federal income tax purposes, although there can be no assurance that the Internal Revenue Service (“IRS”) will not take a contrary position. Regardless of whether the Exchange qualifies as a Reorganization, the Exchange may be treated as a fully taxable exchange under the PFIC rules of Sections 1291-1298 of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, if the Exchange qualifies as a Reorganization, the rules of Section 367 of the Code may under certain circumstances apply impose additional requirements on certain U.S. Holders in order to preserve Reorganization treatment for the Exchange. The distribution of Western Copper shares to a U.S. Holder may be tax free, or may be partially or wholly taxable for United States federal income tax purposes, depending on whether such distribution qualifies as a tax free Reorganization and upon the application of the PFIC rules of Sections 1291-1298 of the Code. A summary of the principal U.S. federal income tax considerations in respect of the proposed Arrangement is included under “The Arrangement — United States Federal Income Tax Considerations” and the foregoing is qualified in full by the information in such section.

Western Shareholders should carefully review the tax considerations described in this Information Circular and are urged to consult their own tax advisors in regard to their particular circumstances. See “Canadian Federal Income Tax Considerations” and “United States Federal Income Tax Considerations” in this Information Circular, for discussions of Canadian income tax considerations and United States income tax considerations. See also “Mexican Income Tax Considerations”.

Securities Laws Information for Canadian Shareholders

The issuances of the Glamis Shares and Western Copper Shares pursuant to the Arrangement will be exempt from the registration and prospectus requirements of Canadian securities legislation. The Glamis Shares and Western Copper Shares may be resold in each of the provinces and territories of Canada, without significant restriction, provided the trade is not a “control distribution” as defined in the applicable legislation, no unusual effort is made to prepare the market or create a demand for those securities and no extraordinary commission or consideration is paid in respect of that sale.

Upon completion of the Arrangement, Western Copper will be a reporting issuer in British Columbia, Alberta, Saskatchewan, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. Application will be made for listing of the Western Copper Shares on the TSX. Any listing will be subject to meeting TSX original listing requirements and there is no assurance such a listing will be obtained. The Western Copper Shares will be a registered class of securities in the United States but will not be listed for trading on a stock exchange in the United States.

See “Securities Laws Considerations — Canadian Securities Laws”.

Securities Laws Information for United States Shareholders

The Glamis Shares and Western Copper Shares to be issued to Western Shareholders pursuant to the Arrangement will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and will each be issued in reliance upon the exemption from registration provided by the Section 3(a)(10) Exemption and exemptions provided under the securities laws of each state of the United States in which Western shareholders reside. Applicability of restrictions on resale of shares imposed by the U.S. Securities Act will depend on whether the holder of the Glamis Shares and Western Copper Shares issued pursuant to the Arrangement is an “affiliate” of Glamis or Western before the Arrangement or an “affiliate” of Glamis or Western Copper after the Arrangement. As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer. See “Securities Laws Considerations — U.S. Securities Laws”.

Glamis Selected Financial Information

The following table sets out selected financial information for the periods indicated which is qualified by the more complete information contained in the audited financial statements of Glamis filed on SEDAR at www.sedar.com and incorporated by reference into this Information Circular.

		Year ended December 31
		2005				2004				2003
Production statistics:
Total cash cost per ounce(1)		US$	195			US$	192			US$	184
Ounces of gold produced			434,010				234,433				230,294
Average gold price realized per ounce		US$	454			US$	416			US$	368
Operating summary (millions of US $):
Revenues		US$	202.6			US$	94.7			US$	84.0
Net earnings			27.1				20.9				18.2
Cash flow from operations (before changes in non-cash working capital and site closure and reclamation expenditures)			89.0				37.4				33.9
Financial Status: (millions of US $):
Working capital		US$	36.7			US$	27.4			US$	145.4
Total assets			721.2				613.3				534.1
Long-term liabilities			188.6				123.6				88.6
Shareholders’ equity			503.6				460.3				434.7
Per common share ($):
Net earnings		US$	0.21			US$	0.16			US$	0.14
Book value			3.82				3.52				3.34
Dividends			—				—				—

Glamis Selected Unaudited Pro Forma Financial Information

The following selected unaudited pro forma consolidated financial information for Glamis is based on the assumptions described in the respective notes to the Glamis unaudited pro forma consolidated financial statements as at December 31, 2005, attached to this Information Circular as Schedule “B”. These pro forma consolidated financial statements have been prepared based on the assumption, among other things, that the Arrangement had occurred on December 31, 2005. The unaudited pro forma consolidated financial statements are not necessarily indicative of Glamis’ consolidated financial position and results from operations if the events reflected therein have been in effect on December 31, 2005, nor do they purport to project Glamis’ consolidated financial position or results from operations for any future periods.

The pro forma consolidated financial statements are based on certain assumptions and adjustments, including the non-recurring expenditures related to the Arrangement. The selected unaudited pro forma consolidated financial information given below should be read in conjunction with the description of the Arrangement contained in this Information Circular, the unaudited pro forma consolidated financial statements contained in Schedule “B” and the audited and unaudited financial statements of Western and Glamis incorporated by reference into this Information Circular.

		As at
		December 31, 2005 (in millions of US $)
		(unaudited)
Balance Sheet Data
Cash and cash equivalents:			20.1
Other current assets:			33.6
Mineral property, plant and equipment:			1,962.8
Other assets:			24.7
Total assets:			2,041.2
Current liabilities:			29.0
Site closure and reclamation costs:			12.2
Long-term debt			80.0
Future income taxes:			459.7
Shareholders’ equity:			1,460.3
Total liabilities and shareholders’ equity:			2,041.2
Statement of Operations Data
Revenues			202.6
Earnings from operations			15.8
Net earnings			7.6

Glamis Share Capitalization

The following table sets forth information on the share capitalization of Glamis as at the dates indicated:

Outstanding Assuming

Outstanding at

Completion of the

Amount

December 31, 2005

Arrangement (1)(2)

Designation of Security

Authorized

(audited)

(unaudited)

Common Shares

Unlimited

131,918,803

165,638,804

Western Selected Financial Information

The following table sets out selected financial information for the periods indicated which is qualified by the more complete information contained in the audited financial statements of Western for the periods ended September 30, 2005 and 2004, and the unaudited interim financial statements of Western for the period ended December 31, 2005, as filed on SEDAR at www.sedar.com and incorporated by reference into this Information Circular.

		As at December 31,				As at September 30,
		2005				2005				2004
		(unaudited)				(audited)
Cash and cash equivalents:		$	55,823,147			$	60,513,188			$	13,528,534
Other current assets:			1,061,097				1,093,748				693,521
Plant, equipment and mine development costs:			61,694,461				56,968,576				43,194,729
Other assets:			376,419				383,722				311,886
Total assets:		$	118,955,124			$	118,959,234			$	57,728,670
Current liabilities:		$	2,870,184			$	2,924,940			$	1,509,410
Reserve for reclamation costs:			—				—				—
Future income taxes:			—				—				—
Shareholders’ equity:			116,084,940				116,034,294				56,219,260
Total liabilities and shareholders’ equity:		$	118,955,124			$	118,959,234			$	57,728,670

Western Copper Selected Unaudited Pro Forma Summary Financial Information

The following table sets out selected unaudited pro forma financial information for Western Copper, assuming completion of the Arrangement as of December 31, 2005, and subject to the assumptions in the notes all of which is qualified by the more complete information contained in the unaudited pro forma financial statements of Western Copper attached as Schedule “C1” to this Information Circular.

		As at
		December 31, 2005
		(unaudited)
Cash and cash equivalents:		$	38,761,000
Other current assets:
Plant, equipment and mine development costs:		$	4,423,514
Other assets:		$	109,327
Total assets:		$	43,293,841
Current liabilities:		$	1,000
Reserve for reclamation costs:			—
Future income taxes:			—
Shareholders’ equity:		$	43,292,841
Total liabilities and shareholders’ equity:		$	43,293,841

Refer also to the audited financial statements of the business of Western Copper as at December 31, 2005 attached as Schedule “C2” and the audited financial statements of Western Copper as at March 20, 2006 attached as Schedule “C3” to this Information Circular.

Western Copper Pro Forma Share Capitalization

The following table sets forth information on the share capitalization of Western Copper as at the dates indicated:

Outstanding Assuming

Outstanding at

Completion of the

Amount

December 31, 2005

Arrangement (1)(2)

Designation of Security

Authorized

(unaudited)

(unaudited)

Common Shares

Unlimited

48,585,581

51,259,581

Risk Factors

There are risks associated with the completion of the Arrangement. These risks include: (i) market reaction to the Arrangement and the future trading prices of the Glamis Shares and of the Western Copper Shares, if listed, cannot be predicted; (ii) the Arrangement may give rise to significant adverse tax consequences to Western Shareholders, particularly as to the possible taxable treatment for U.S. income tax purposes of the transactions contemplated under the Arrangement as discussed under “United States Income Tax Considerations”, and each Western Shareholder is urged to consult his own tax advisor; (iii) uncertainty as to whether the Arrangement will have a positive impact on the business of the entities

involved in the transactions; and (iv) there is no assurance that required approvals will be received or that the Western Copper Shares will be listed on a stock exchange.

An investment in a natural resource issuer involves a significant degree of risk. The Glamis Shares are subject to a number of risks and the Western Copper Shares to be issued to the Western Shareholders pursuant to the Arrangement are speculative and subject to a number of risks.

Holders of Western Shares should review carefully the risk factors set forth under “The Arrangement — Risk Factors” in this Information Circular, under “Risk Factors” in the Western Annual Information Form dated December 22, 2005, under “Risk Factors” in the Glamis Annual Information Form dated March 6, 2006, and under “Western Copper — Post Arrangement — Risk Factors” in this Information Circular.

WESTERN SILVER CORPORATION
Suite 2050, 1111 W. Georgia Street
Vancouver, British Columbia V6E 4M3

INFORMATION CIRCULAR

(As at March 24, 2006, and in Canadian dollars, except as indicated)

GENERAL PROXY INFORMATION

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of Western for use at the Meeting and any adjournments thereof.

Western will conduct its solicitations by mail and officers and employees of Western may, without receiving special compensation, also telephone or make other personal contact. Western will pay its costs of solicitation. Western may retain, and pay a fee to, one or more additional proxy solicitation firms to solicit proxies from Western Shareholders.

At the Meeting, Western Shareholders will receive the 2005 report of the directors and audited financial statements for the fiscal period ending September 30, 2005, together with the auditor’s report thereon, and will be asked to appoint the auditor for the upcoming year and to elect directors (collectively, the Annual General Meeting Matters). Western Shareholders will also be asked to consider and to pass, with or without variation, the Arrangement Resolution which is a Special Resolution approving the Arrangement under Section 288 of the BCBCA between Western and its securityholders.

APPOINTMENT OF PROXYHOLDER

The purpose of a proxy is to designate persons who will vote the proxy on a Western Shareholder’s behalf in accordance with the instructions given by the Western Shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or directors of Western (the “Management Proxyholders”).

A Western Shareholder has the right to appoint a person other than a Management Proxyholder, to represent the Western Shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a Western Shareholder.

VOTING BY PROXY

Only registered Western Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting accompanying this Information Circular in accordance with the instructions of the Western Shareholder on any ballot that may be called for and if the Western Shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If a Western Shareholder does not specify a choice and the Western Shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour

of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting including on the Arrangement Resolution.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of Western know of no such amendments, variations or other matters to come before the Meeting.

COMPLETION AND RETURN OF PROXY

Each proxy must be dated and signed by the Nominee (as defined in “Non-Registered Holders” below) acting on behalf of a Western Shareholder, or by the Western Shareholder or his/her attorney authorized in writing. In case of a corporation, the proxy must be dated and executed under its corporate seal or signed by a duly authorized officer or attorney for the corporation.

Completed forms of proxy for Western must be deposited at the office of its registrar and transfer agent, Computershare Investor Services Inc. at 100 University Avenue, 9^th Floor, Toronto, Ontario M5J 2Y1, not later than forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

NON-REGISTERED HOLDERS

Only Western Shareholders whose names appear on the records of Western as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most Western Shareholders are “non-registered” Western Shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee (a “Nominee”) such as a brokerage firm through which they purchased the shares, bank, trust company, trustee or administrator of self-administered registered retirement savings plans, registered retirement income funds, registered education savings plans and similar plans; or clearing agency such as The Canadian Depository for Securities Limited. If you purchased your shares through a broker, you are likely an unregistered holder.

In accordance with securities regulatory policy, Western has distributed copies of its Meeting materials, being the Notice of Meeting and Proxy, and this Information Circular to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order to ensure that your shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

In addition, Canadian securities legislation now permits Western to forward Meeting materials directly to “non objecting beneficial owners”. If either Western or its agent has sent these materials directly to you (instead of through a Nominee), your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee

holding on your behalf. By choosing to send these materials to you directly, Western (and not the Nominee holding on your behalf) has assumed responsibility for (i) delivering these materials to you and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the Request for Voting Instructions.

REVOCABILITY OF PROXY

Any registered Western Shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered Western Shareholder, his attorney authorized in writing or, if the registered Western Shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of Western at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting. Only registered Western Shareholders have the right to revoke a proxy. Non-registered holders who wish to change their vote must, at least 7 days before the Meeting, arrange for their Nominees to revoke the proxy on their behalf.

RECORD DATE AND VOTING OF SHARES

Western has set March 24, 2006, as the record date for the Meeting. Only Western Shareholders of record as at that date are entitled to receive notice of and to vote at the Meeting.

Western is authorized to issue an unlimited number of common shares without par value, of which 48,864,680 common shares were issued and outstanding as of the close of business on March 24, 2006. Each issued and outstanding Western Share confers upon its holder the right to one vote.

PRINCIPAL HOLDERS OF VOTING SECURITIES

To the knowledge of the directors and the officers of Western, at the date hereof, no person holds, directly or indirectly, or has control or direction over more than ten (10%) per cent of the outstanding Western Shares.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

None of the directors or executive officers of Western, nor any person who has held such a position at any time since the beginning of the last completed financial year of Western, nor any proposed nominee for election as a director of Western, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and the approval of the Arrangement.

ANNUAL GENERAL MEETING MATTERS

ELECTION OF DIRECTORS

The persons named in the enclosed Instrument of Proxy intend to vote in favour of setting the number of directors at eight (8). The persons named in the following table are proposed by management for election as directors of Western.

Each Director of Western is elected annually and holds office until the next annual general meeting of the Western Shareholders unless that person ceases to be a director before then. If the Arrangement completes, these directors will resign, as Western will be a wholly-owned subsidiary of Glamis. For information on the directors of Glamis, see the AIF and the Information Circular of Glamis which are

incorporated by reference herein. In the absence of instructions to the contrary, the Western Shares represented by proxy will, on a poll, be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a director.

						Number of
						Common Shares
		Principal Occupation or				beneficially owned,
		employment and, if not a				directly or
Name, Jurisdiction of		previously elected Director,				indirectly, or
Residence and		occupation during the past 5		Previous Service		Controlled
Position (1)		years (1)		as a Director		or directed (2)
Dale Corman Director, Chairman of the		Chairman of the Board and Chief Executive Officer of the		Since October 21, 1995		500,000
Board & Chief Executive		Company
Officer
Vancouver, Canada Thomas C. Patton Director, President & Chief Operating Officer		President and Chief Operating Officer of the Company		Since January 1, 1998		265,000
Washington, U.S.A.
Lee Bilheimer		Engineering consultant since		Since July 25, 1997		3,000
Director		1994; formerly Vice-President
West Vancouver, Canada		Construction, Teck Corporation
Lawrence Page, Q.C. Director		Lawyer		Since January 28, 1997		Nil
British Columbia, Canada
David Williams(3)(4) (5)		President of Roxborough		Since August 10, 2003		364,800(7)
Director		Holdings Limited, a private
Ontario, Canada		company, since 1995
Klaus Zeitler(3) (4) (5) (6)		President, Amerigo Resources		Since September 18, 2000		10,000
Director		Ltd., formerly Senior Vice-
British Columbia, Canada		president, Teck Cominco Limited
Robert Gayton, FCA(3) (5) (6)		Chartered Accountant; Vice-President Finance of the		Since January 21, 2004		12,900
Director British Columbia, Canada		Company (1995 to January 2004); Chartered Accountant; Vice-
		financial consultant to the mineral
		exploration and technology
		industries since 1990
Brent Kinney, B.Sc. LLB		Petroleum lawyer, director of		Since May 25, 2005		Nil
Director		Husky Energy, Inc. and Dragon
Dubai, UAE		Oil PLC, President of Sky
		Petroleum Inc.

Except as indicated above, the above information was provided by management of Western.

No proposed director:

1.

is, as at the date of the information circular, or has been, within 10 years before the date of the information circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity,

	a.		was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days;
	b.		was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or
	c.		or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
	d.		has, within the 10 years before the date of the information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director,

save as described below.

Thomas Patton was a director of Calais Resources Inc. when it received a cease trade order dated November 22, 2000, for failure to file financial statements. The order was revoked on November 26, 2001.

Lawrence Page, Robert Gayton, Thomas Patton and Jeffrey Giesbrecht were directors or officers of Newcoast Silver Mines Ltd. at the date of a Cease Trade Order issued by the British Columbia Securities Commission on September 30, 2003, and by the Alberta Securities Commission on October 31, 2003, for failure to file financial statements. The orders were revoked on October 23, 2003, and March 25, 2004, respectively.

Lawrence Page is a director and the President of Saturna Beach Estates Ltd., a private company formed under the laws of British Columbia, Canada (“SBEL”). This company conducts the business of a vineyard and winery. On August 17, 2004, SBEL obtained an Order from the Supreme Court of British Columbia under the provisions of the Companies’ Creditors Arrangement Act (Canada) that allows the Company to continue to run the daily business affairs of SBEL without creditor action during financial reorganization. The financial restructuring was completed in May 2005 and the CCAA Order terminated.

STATEMENT OF EXECUTIVE COMPENSATION

The purpose of this Statement of Executive Compensation is to provide disclosure of all compensation earned by certain executive officers and directors in connection with office or employment by Western.

Compensation Summary

This table sets out all compensation paid during the previous three financial years to Western’s Chief Executive Officer and Chief Financial Officer as well as each of Western’s three most highly compensated executive officers other than the Chief Executive Officer and Chief Financial Officer who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000 (collectively the “Western Named Executive Officers”):

SUMMARY COMPENSATION TABLE — WESTERN NAMED EXECUTIVE OFFICERS

Annual Compensation

Long Term Compensation

Awards

Payouts

Securities

Under

NEO

Option/

Name

Other

SAR's

All Other

and

Annual

Granted

Shares/Units

Compen-

Principal

Year

Salary

Bonus

Compensation

(2)

Subject to Resale

LTIP

sation

Position

(1)

($)

($)

($)

(#)

Restrictions

Payouts

($)

($)

($)

Dale Corman

2005

83,333

150,000

166,804

90,000

60,000

Nil

Nil

CEO

2004

Nil

Nil

150,198

(4)

100,000

50,000

Nil

Nil

2003

Nil

Nil

152,050

Nil

Nil

Nil

Nil

Thomas Patton

2005

93,900

150,000

159,200

90,000

60,000

Nil

Nil

COO

2004

9,600

Nil

125,190

(4)

100,000

50,000

Nil

Nil

2003

9,600

Nil

140,400

Nil

Nil

Nil

Nil

Joseph

2005

138,000

Nil

Nil

45,000

30,000

Nil

Nil

Litnosky(3)

2004

94,500

Nil

Nil

100,000

Nil

Nil

Nil

CFO

Options

The Western Board has established and shareholders have approved an incentive stock option plan (the “Plan”). The purpose of the Plan is to attract and retain directors, employees and consultants of, and service providers to, Western and motivate them to advance Western’s interests by affording such persons with an opportunity to acquire an equity interest in Western through stock options.

The following table discloses the particulars of options to purchase common shares granted by Western during the preceding financial year to the Western Named Executive Officers:

OPTION/SAR ⁽¹⁾ GRANTS TO WESTERN NAMED EXECUTIVE OFFICERS DURING
THE MOST RECENTLY COMPLETED FINANCIAL YEAR

		Securities				% of Total
		Under				Options				Exercise				Market Value
		Options				Granted to				Or				on the Date of
		Granted				Optionees in				Base Price				Grant				Expiration
Name		(#)				Financial Year				($/Security)				($/Security)(2)				Date
Dale Corman			90,000				10.5	%		$	10.25			$	9.92			May 25, 2010
Joseph Litnosky			45,000				5.2	%		$	10.25			$	9.92			May 25, 2010
Thomas Patton			90,000				10.5	%		$	10.25			$	9.92			May 25, 2010

A description of the material features of the Plan is provided in Note 5(e) to the Company’s audited financial statements for the period ended September 30, 2005. See also “Western Silver Corporation — Stock Option Plan”.

The following table discloses the particulars of stock options of Western exercised during the last financial year by the Western Named Executive Officers:

OPTION/SAR ⁽¹⁾ EXERCISES BY WESTERN NAMED EXECUTIVE OFFICERS DURING THE MOST
RECENTLY COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES

Unexercised

Value of Unexercised

Options

In the Money Options

Securities

at September 30,

At September 30,

Acquired

2005

2005(2)

On

Aggregate Value

(#)

($)

Exercise

Realized

Exercisable/

Exercisable/

Name

(#)

($)

Unexercisable

Unexercisable

Dale Corman

50,000

384,000

630,000/60,000

4,171,700/Nil

Joseph Litnosky

10,000

77,700

115,000/30,000

298,000/Nil

Thomas Patton

Nil

Nil

130,000/60,000

24,000/Nil

Options and SARs Repricings

None of the options granted by Western were repriced during the most recently completed financial year. Western has never granted any SARs.

Pension Plans

Western does not have any pension plans or long-term incentive plans.

Termination of Employment, Change in Responsibility and Employment and Management Contracts

Each of Dale Corman, Thomas Patton and Joseph Litnosky entered into three-year employment contracts with the Company effective June 1, 2005. Each contract provides that, upon a change of control, the Named Executive Officer has the right, but not the obligation, to terminate the employment contract. Upon such termination, the Named Executive Officer will be entitled to receive payment from the Company in an amount equal to his compensation otherwise payable during the unexpired term of the employment contract.

Compensation Committee

The members of the Company’s Compensation Committee are Klaus Zeitler and David Williams. This committee is responsible for determining the compensation to be paid to the Company’s Board of Directors and executive officers and for reviewing the corporate goals and objectives of the executive officers.

Report on Executive Compensation

The Compensation Committee and the Board collectively have the responsibility to administer the compensation policies related to the executive management of the Company, including those named in the Summary Compensation Table above. Executive compensation is based upon the need to provide a compensation package that will allow the Company to attract and retain qualified and experienced executives, balanced with a pay-for-performance philosophy.

Compensation for the 2005 and prior fiscal years has historically been based upon negotiated consulting contracts, with stock options being issued as an incentive for performance. The shareholders have approved a number of stock option plans pursuant to which the Western Board has granted stock options to executive officers. The stock option plans allow compensation of participants while providing additional incentive to work toward long term corporate performance. The stock option plans have been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as their impact and/or contribution to the longer-term operating performance of Western. In determining the number of options to be granted to the executive officers, the Western Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSX, and closely align the interests of the executive officers with the interests of shareholders. All stock options issued by the Company are 1/3 vested immediately, 1/3 after 1 year and the remaining 1/3 after 2 years.

Performance Graph

The following graph compares the yearly percentage change in the cumulative total shareholder return on the common shares of the Company, for the last five years, with the cumulative total return of the S&P/TSX composite index. The common share trading data is as reported by the TSX. The value for each year represents the closing price as of September 30 on that year.

Compensation of Directors

The Company pays its Directors $2,500 per month for their services in their capacity as Directors. In addition, Board and Committee members are paid $1,000 per day for participation in meetings. Directors received $139,225 during the most recently completed financial year. Directors also receive compensation pursuant to the Company’s stock option plans and as described under the heading “Interest of Informed Persons in Material Transactions”. The non-executive Directors received stock options for the purchase of 200,000 shares during the last completed financial year exercisable at $10.25 per share. All options are exercisable for a period of 5 years.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes relevant information as of September 30, 2005 with respect to compensation plans under which equity securities are authorized for issuance.

Number of securities

remaining available for

Number of securities

future issuance under

to be issued upon

Weighted average

equity compensation

exercise of

exercise price of

plans (excluding

outstanding options,

outstanding options,

securities reflected in

warrants and rights

warrants and rights

column (a)

Plan Category

(a)

(b)

(c)

Equity compensation plans approved by security holders

2,961,000

6.07

1,868,858

Equity compensation plans not approved by security holders

Nil

Nil

Nil

Total

2,961,000

6.07

1,868,858

INDEBTEDNESS OF DIRECTORS AND OFFICERS

None of the current or former directors or executive officers of Western or its subsidiaries, none of the proposed directors of Western and none of the associates of such persons is or has been indebted to Western at any time since the beginning of Western’s last completed financial year. Furthermore, none of such persons were indebted to a third party during such period where their indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Western.

MANAGEMENT CONTRACTS

No management functions of Western or any of its subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of Western.

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-201 establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines and, as prescribed by National Instrument 58-101, discloses its corporate governance practices.

Independence of Members of Board

The Company’s Board consists of eight directors, five of whom are independent based upon the tests for independence set forth in Multilateral Instrument 52-110. Klaus Zeitler, David Williams, Robert Gayton, Brent Kinney, and Lee Bilheimer are independent. Dale Corman is not independent as he is the CEO of the Company. Thomas Patton is not independent as he is the President and Chief Operating Officer of the Company. Lawrence Page, Q.C. is not independent as he served as secretary until April 4, 2005.

Management Supervision by Board

The Board of Directors is ultimately responsible for the overall governance of the Company. This includes defining the responsibilities of senior management. The Board reviews and approves the corporate objectives that the senior management is responsible for meeting. There is a clear understanding between senior management and the Board that all strategic decisions will be presented by management to the Board for approval. The Board expects management to:

1.		review the Company’s strategies and their implementation in all key areas of the Company’s activities;
2.		carry out a comprehensive budgeting process and monitor the Company’s financial performance against the budget; and
3.		identify opportunities and risks affecting the Company’s business and find ways of dealing with them.

The Board is comprised of a majority of independent directors. In addition, the Audit Committee, the Nominating Committee, the Compensation Committee and the Corporate Governance, Environment, Health and Safety Committee consist entirely of independent directors. The Chair of the Board is not an independent director, but the Board believes that it has strong independent directors who candidly voice their opinions at meetings. As well, the independent members of the Board meet after every regularly scheduled Board meeting without management present. The Board believes that this structure facilitates

the functioning of the Board independently of the Company’s management and has therefore not appointed an independent lead director.

The CEO and CFO report upon the operations of the Company, on an annual basis directly to the Audit Committee without the presence of non-independent directors. The independent directors are also encouraged to meet at any time they consider necessary without any members of management including the non-independent directors being present. The Company’s auditors, legal counsel and employees may be invited to attend. The independent directors are able to exercise their responsibilities for independent oversight of management through their majority control of the Board and through the committees established by the Board which are composed entirely of independent directors.

Participation of Directors in Other Reporting Issuers

The participation of the directors in other reporting issuers is described in the following table.

Name of Director		Name of Reporting Issuer
Dale Corman, B. Sc., P. Eng.		Radiant Resources Inc. Avalon Ventures Ltd.
Thomas C. Patton, B. Sc., P. Geo., Ph.D.		Southern Silver Exploration Corp. Fortune River Resource Corp. Quaterra Resources Inc.
Lee Bilheimer, B. Sc., P. Eng.		Nil
Lawrence Page, B.A., LL. B., Q.C.		Fortune River Resource Corp. Quaterra Resources Inc. Avalon Ventures Ltd. Canadian Empire Exploration Corp. Bravo Venture Group Inc. Southern Silver Exploration Corp.
David Williams, MBA		Bennett Environmental Inc. Roador Inc. Calvalley Petroleum Inc. Resin Systems Inc. Newport Partners Income Fund Atlantis Systems Corp.
Klaus Zeitler, Ph. D.		Amerigo Resources Ltd. Aurea Mining Inc.
Robert Gayton, B. Comm., Ph. D., FCA		Bema Gold Corporation Northern Orion Resources, Inc. Amerigo Resources Ltd. Nevsun Resources Ltd. Minco Mining & Metals Corp. Canadian Zinc Corporation Intrinsyc Software International, Inc. Quaterra Resources Inc. Fortune River Resource Corp. Bravo Venture Group Inc. Southern Silver Exploration Corp. Doublestar Resources Ltd.
Brent Kinney, B. Sc., LL. B.		Husky Energy Inc. Dragon Oil PLC Aurado Energy Inc. Sky Petroleum Inc.

Participation of Directors in Board Meetings

Since the beginning of the most recently completed financial year, three board meetings were held. The attendance record of each director for the board meetings held is as follows:

Name of Director		Number of Board Meetings Attended
Dale Corman, B. Sc., P. Eng.			8
Thomas C. Patton, B. Sc., P. Geo., Ph.D.			8
Lee Bilheimer, B. Sc., P. Eng.			7
Lawrence Page, B.A., LL. B., Q.C.			8
David Williams, MBA			8
Klaus Zeitler, Ph. D.			8
Robert Gayton, B. Comm., Ph. D., FCA			8
Brent Kinney, B. Sc., LL. B.			2	(1)

Board Mandate

The Board’s mandate is set forth in the Company’s Corporate Governance Charter. Its mandate is to supervise the management of the business and affairs of the Company. The Board’s principal responsibilities are to supervise and evaluate management, to oversee the conduct of the Company’s business, to set policies appropriate for the business of the Company and to approve corporate strategies and goals. The Board is to carry out its mandate in a manner consistent with the fundamental objective of enhancing shareholder value. Every director is required to act honestly and in good faith in the best interests of the Company and to exercise the care, diligence and skill of a reasonably prudent person. Responsibilities not delegated to senior management or to a committee of the Board remain those of the full Board. Prior approval by the Board is also required in many specific instances under the BCBCA, securities legislation and the rules and policies of the TSX and AMEX.

Position Descriptions

The Board of Directors had not adopted position descriptions for the Chair of the Board or for the Chair of each of the committees. It has, however, adopted written mandates for the Board of Directors and each of the committees. The Board of Directors and each committee has designated a chairman, whose responsibility it is to ensure that the mandate is followed, and in the case of the committees, to report to the Board of Directors. The Board of Directors has not adopted a position description for the President or Chief Executive Officer. However, the CEO and President each have a list of enumerated duties and responsibilities in their employment contracts, as approved by the Compensation Committee.

Orientation and Continuing Education

In accordance with the Nominating Committee Charter, the Nominating Committee is responsible for monitoring management’s programs for the provision of orientation and education to new directors. Prior to official appointment, new directors are provided with considerable information regarding the industry and the Company. Included in that information is:

1.

information respecting the functioning of the Board Directors, committees and copies of the Company’s corporate governance policies;

2.		access to recent, publicly filed documents of the Company, technical reports, and the Company’s internal financial information; and
3.		access to management, technical experts, and consultants.

Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company’s records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders.

The Board has adopted a Code of Business Conduct and Ethics (the “Code”) that is posted on its website at www.westernsilvercorp.com. The Board has instructed its management and employees to abide by the Code. Waivers of the Code with respect to a director or officer of the Company may only be made by the Western Board or the Audit Committee. Breaches of the Code can be reported to the Company’s general legal counsel or the Compliance Hotline for anonymous reporting that will be directed to the Chairman of the Audit Committee or other appropriate persons. The Corporate Governance, Environment, Health and Safety Committee has responsibility for developing and implementing the Corporation’s approach to governance. The Board confirms that no material change reports have been filed by the Company since the beginning of the Company’s most recently completed financial year pertaining to any conduct of a director or executive officer that constitutes a departure from the Code.

The Code provides that activities that could give rise to a conflict of interest are prohibited unless specifically approved by the Board. In addition, directors and executive officers are aware that if they have an interest in a transaction or agreement with the Company, they must promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and abstain from discussions and voting in respect to same if the interest is material or if required to do so by corporate or securities law.

Nomination of Directors

The Nominating Committee has responsibility for identifying potential Board candidates. Klaus Zeitler and David Williams are the members of the Nominating Committee and each is independent. The Committee assesses potential Board candidates on the basis of track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, show support for the Company’s strategic objectives, and a willingness to serve as well as their ability to actively contribute on a broad range of issues. Members of the Board and representatives of the mining industry are consulted for possible candidates.

The Nominating Committee also

1.		is responsible for the ongoing assessment of directors;
2.		works with the Chair of the Board to ensure the effective operation of the Board;
3.		evaluates individual directors and the Board as a whole;

4.		is responsible for monitoring management’s programs for the provision of orientation and education to new directors;
5.		reviews the size of the Board on an annual basis.

Compensation of Directors and the CEO

The members of the Compensation Committee are Klaus Zeitler and David Williams, both of whom are independent. The Compensation Committee has the task of reviewing directors’ compensation on an ongoing basis. The Compensation Committee takes into account the types of compensation and the amounts paid to directors of comparable publicly traded Canadian companies.

To determine compensation payable, the Compensation Committee reviews compensation paid to directors and CEOs of companies of similar size and stage of development in the mineral exploration industry and determines an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the independent Compensation Committee annually reviews the performance of the CEO in light of the Company’s objectives and considers other factors that may have impacted the success of the Company in achieving its objectives.

Other Board Committees

In addition to the Audit, Compensation and Nominating Committees, the Company has the following committees:

Corporate Governance, Environment, Health and Safety Committee: This committee consists of two directors, Klaus Zeitler and Robert Gayton, who are independent directors. This committee is responsible for:

1.		monitoring corporate governance compliance and setting corporate governance policy;
2.		monitoring best practices among major Canadian companies to ensure the Company continues to carry out high standards of corporate governance; and
3.		monitoring compliance with environmental and safety standards and setting environmental and safety policy.

The Disclosure Committee: The Disclosure Committee consists of the Chief Financial Officer, VP Legal, VP Corporate Development, and two directors, Dale Corman and Thomas Patton. The directors who are members of the Disclosure Committee are not independent directors. This committee is responsible for:

1.		establishing and monitoring the Company’s Disclosure Policy which governs the timeliness and content of the Company’s major communications, as required by securities laws and stock exchange policy, and relates to the Company’s Insider Trading Policy; and
2.		ensuring disclosure is made pursuant to the Company’s Disclosure Policy.

See “Audit Committee Information” in Western’s Annual Information Form for the year ended September 30, 2005, which is incorporated by reference into this Information Circular, for more information concerning the Audit Committee and its members.

Assessments

The Board conducts informal assessments of its committees, its directors, and its own performance on a regular basis. The independent directors meet and discuss the effectiveness of each committee, as compared to the duties described in each respective charter. Before nominating individual directors, the Nominating Committee satisfies itself, through discussion, that existing directors are contributing what is expected of them.

APPOINTMENT OF AUDITOR

The persons named in the enclosed Instrument of Proxy will vote for the re-appointment of PricewaterhouseCoopers LLP, Chartered Accountants of Vancouver, British Columbia, as auditor of Western for the ensuing year, until the close of the next annual general meeting of the Shareholders at a remuneration to be fixed by the Western Board. PricewaterhouseCoopers LLP, Chartered Accountants was appointed to the position of auditor of Western in 1986. In the event the Arrangement completes, Western will be a subsidiary of Glamis. For information on the auditors of Glamis, see the AIF of Glamis which is incorporated by reference into this Information Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the directors or executive officers of the Company, nor any proposed director of the Company, nor any person who beneficially owns, directly or indirectly, shares of the Company or who exercises control or direction over shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company, nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Company’s last completed financial year or in any proposed transaction not otherwise disclosed herein which, in either case, has affected or will materially affect the Company, except as disclosed below.

Dale Corman will be appointed as a director of Glamis after completion of the Arrangement and may receive compensation as a director. Dale Corman, Klaus Zeitler, Robert Gayton, David Williams, and Brent Kinney will be the directors and officers of Western Copper on completion of the Arrangement and may receive compensation for their services in such capacities.

By Employment Agreement made effective on June 1, 2005, the Company employed Dale Corman as its CEO for a 36 month term at an annual salary of $250,000. In the event of the acquisition made by any person and such person’s affiliates or associates of 35% or more of the outstanding common shares of the Company (collectively referred to in the Agreement as a change of control), Mr. Corman has the right to terminate the Employment Agreement whereupon he will be entitled to receive payment from the Company of an amount equal to his compensation otherwise payable during the unexpired term of the Employment Agreement.

By Employment Agreement made effective June 1, 2005, the Company employed Thomas C. Patton as its President and COO for a 36 month term at an annual salary of $250,000. In the event of the acquisition by any person and such person’s affiliates or associates of 35% or more of the outstanding common shares of the Company (collectively referred to in the Agreement as a change of control), Mr. Patton has the right to terminate the Employment Agreement whereupon he will be entitled to receive payment from the Company of an amount equal to his compensation otherwise payable during the unexpired term of the Employment Agreement.

By Employment Agreement made effective June 1, 2005, the Company employed Joseph Litnosky as its CFO for a 36 month term at an annual salary of $150,000. In the event of the acquisition by any person

and such person’s affiliates or associates of 35% or more of the outstanding common shares of the Company (collectively referred to in the Agreement as a change of control), Mr. Litnosky has the right to terminate the Employment Agreement whereupon he will be entitled to receive payment from the Company of an amount equal to his compensation otherwise payable during the unexpired term of the Employment Agreement.

THE ARRANGEMENT

APPROVAL OF ARRANGEMENT RESOLUTION

At the Meeting, Western Shareholders will be asked to approve the Arrangement Resolution, substantially in the form set out in Schedule “A”. For the details of the Arrangement, see below.

BACKGROUND TO THE ARRANGEMENT

The provisions of the Arrangement Agreement are the result of arm’s length negotiations conducted among representatives of Western and Glamis and their respective legal and financial advisors. The following is a summary of the background to the execution of the Arrangement Agreement.

During 2004, due to the potential size of the Peñasquito Project, it became apparent to the Western Board that if Western was going to develop the Peñasquito Project on its own it would need to recruit an experienced team of technical personnel and would need to raise a significant amount of debt and equity financing. Although the development of the Peñasquito Project by Western remained a viable option, the Western Board believed it was prudent to consider alternatives, including seeking a joint venture partner with mine development experience or pursuing a merger or acquisition with a company capable of developing a large project like the Peñasquito Project.

Accordingly, during 2005 the Western Board instructed management to consider and report to the Western Board with a list of potential joint venture and merger and acquisition candidates. Based on management’s recommendations over the course of the next several months, Western entered into confidentiality agreements with a number of companies, nine of which were active at January 1, 2006, granting them access to confidential information relating to, and access to, the Peñasquito Project.

Concurrently with its efforts to explore joint venture and merger and acquisition alternatives, management continued to pursue options for the development of the Peñasquito Project by Western. In that regard in November 2005 Western engaged Standard Bank plc to act as the Company’s exclusive debt financing advisor with a mandate to consider and pursue project financing alternatives for the Peñasquito Project.

On July 5, 2004, Western and Glamis had entered into a confidentiality agreement under the terms of which Glamis received access to confidential information regarding the Peñasquito Project. Glamis’ exploration team had visited the Project during July 2004 however, no further material discussions were held between the parties until November 2005 when the CEO of Glamis requested a meeting with the CEO of Western. The executives discussed the Peñasquito Project in detail and, in general terms, the possibility of an acquisition of Western by Glamis.

On December 21, 2005 Western and Glamis signed an updated confidentiality agreement and in December of 2005 Glamis began a detailed review of the Peñasquito Project.

On January 27, 2006, Western retained Macquarie North America Ltd. (“Macquarie”) to act as its financial advisor with respect to any merger and acquisition discussions with Glamis. Macquarie contacted several other parties that had demonstrated an interest in pursuing a transaction in respect of the

Peñasquito Project to advise them that if they were interested in making a proposal in respect of the acquisition or joint venture of the Peñasquito Project, or a merger or acquisition with Western, they should accelerate their review process.

On February 7, 2006, Glamis engaged Orion Securities Inc. as its financial advisor with respect to a possible transaction with Western.

In early February 2006, Macquarie met with Western’s management team to discuss a possible transaction with Glamis. At the meeting Macquarie discussed its view of the value of Western and compared the value to be delivered to Western Shareholders in a transaction with Glamis to the value that might be delivered under the various other alternatives available to Western. After fully considering the matter, and taking into consideration the discussion with Macquarie, Western management determined that it would pursue merger and acquisition discussions with Glamis.

After continuing discussions among the management teams for each of Glamis and Western, on February 13, 2006, Glamis presented a non-binding written proposal to Western which would result in Western becoming a wholly-owned subsidiary of Glamis through a statutory plan of arrangement. The proposal contemplated an arrangement with Western and included a spin-out of certain of Western’s assets to a new company, Western Copper, the shares of which would be distributed to existing Western Shareholders as part of the arrangement.

During February 13 and 14, 2006, Glamis and Western representatives, along with their financial advisors, discussed the terms of the proposal but ultimately no agreement could be reached regarding the material terms, resulting in the termination of discussions on February 15, 2006.

On Friday, February 17, 2006, discussions recommenced and continued through to February 21, 2006. Glamis presented an alternative proposal that was consistent in structure with its previous proposal, except that the consideration payable by Glamis under the transaction would be 0.688 of a Glamis Share for each Western Share.

On February 22, 2006, the Western Board considered the terms of the transaction proposed by Glamis and discussed with Macquarie the relative values of Glamis and Western, the risks inherent in or mitigated by the transaction, and compared the proposed Glamis transaction to alternative transactions available to Western. Macquarie reviewed with the Western Board its financial analysis of the consideration payable under the Glamis proposal and delivered to the Western Board an oral opinion, which was confirmed by subsequent delivery of a written opinion dated March 16, 2006, to the effect that, as of that date and based on and subject to various assumptions, matters considered and limitations described in its opinion, the consideration to be received by Western Shareholders, other than Glamis, pursuant to Glamis’ proposal was fair, from a financial point of view, to such holder other than Glamis. The Western Board unanimously determined that the proposed transaction with Glamis was fair to Western Shareholders and in the best interest of Western, and unanimously determined to approve the proposed transaction.

At the meeting on February 22, 2006, the Western Board also appointed a committee comprised of Dr. Robert Gayton, David Williams and Klaus Zeitler, each an independent director (the “Independent Committee”) and authorized it to resolve the outstanding issues and to finalize the terms of the agreement with Glamis.

On February 22, 2006, the Independent Committee appointed Blake, Cassels & Graydon LLP as its special legal counsel to advise it in connection with the Arrangement. The Independent Committee also retained accounting advisors and M3 Engineering and Technology Corp. to carry out a due diligence review of Glamis in order to confirm the representations and warranties to be given by Glamis in the

binding letter agreement of February 23, 2006, and the disclosure relating to Glamis in the Information Circular to be prepared for the Meeting.

On February 23, 2006, Western and Glamis agreed on the final material terms of a transaction and, after final approval of the terms by the Independent Committee, Western and Glamis executed a binding letter agreement after the close of trading late on February 23, 2006. The execution of the letter agreement and the terms of the transaction were announced by joint press release on February 24, 2006, released prior to the opening of trading.

During the period from February 24, 2006 to March 24, 2006, the parties’ respective technical, legal and financial advisors conducted certain due diligence investigations. On March 16, 2006, the parties finalized the terms of a definitive arrangement agreement among Glamis, Western and Western Copper.

On March 16, 2006, the Independent Committee met with its counsel and with Macquarie and the Company’s legal counsel. Macquarie re-affirmed its opinion that the consideration to be received by the Western Shareholders other than Glamis was fair, from a financial point of view and confirmed that it would be providing the Fairness Opinion for inclusion in this Information Circular. After a full consideration of the transaction, including the factors discussed below under “Reasons for the Arrangement and Recommendation of the Western Board”, the Independent Committee unanimously resolved to recommend to the Western Board that the Arrangement be approved and the Arrangement Agreement be entered into by Western. That recommendation of the Independent Committee was subsequently unanimously accepted by the Western Board as part of its consideration of the Arrangement, and the Arrangement Agreement was executed and delivered by Western on March 17, 2006.

REASONS FOR THE ARRANGEMENT AND RECOMMENDATION OF THE DIRECTORS

After careful consideration, the Western Board has unanimously determined that the Arrangement is fair to Western Shareholders and is in the best interest of Western. Accordingly, the Western Board unanimously recommends that Western Shareholders vote FOR the Arrangement Resolution and, therefore, the acquisition of Western by Glamis. In the course of its evaluation of the Arrangement, the Western Board consulted with Western’s senior management, legal counsel and Financial Advisor, reviewed a significant amount of information and considered a number of factors, including, among others, the following:

	•		Glamis has offered a significant premium to the Western share price, which provides immediate value for Western Shareholders. The terms of the Arrangement provide a premium of 40% based on the volume-weighted average share prices of both Glamis and Western on the TSX for the 20 trading days preceding announcement of the transaction, or 27% based on the closing TSX prices of Glamis Shares and Western Shares on the day preceding the announcement of the transaction.
	•		The terms of the Arrangement represent a premium to all analysts’ forecasts for the Western Shares which were available on February 23, 2006.
	•		Glamis is already a significant, low-cost silver producer, projecting an average of nearly four million ounces of silver production annually from its Marlin Mine. With the addition of production from the Peñasquito Project, Glamis will become one of the leading silver producers in the world with significant low cost silver production from two large mines.
	•		Glamis has the experience and technical ability, particularly as demonstrated by the recent construction of the El Sauzal gold mine in Mexico and the Marlin gold-silver mine in Guatemala, to put the Peñasquito Project into production. Glamis has advised that the team from El Sauzal

			will be utilized at Peñasquito. As a result, Western Shareholders will no longer be subject to the development risks inherent in a junior company developing a mine, nor will they be subject to the potentially considerable dilution that will result from the financing activities that would be necessary if Western was to construct a mine at Peñasquito alone.
	•		Western Shareholders will continue to participate in any increase in value of the Peñasquito Project by holding Glamis Shares. Western Shareholders will hold approximately 20.22% (21.1% on a fully diluted basis) of Glamis upon completion of the Arrangement.
	•		Western Shareholders will participate in a growth company which has four existing mines located in Nevada, Mexico, Guatemala and Honduras, including the newly completed, low-cost Marlin and El Sauzal mines. Additionally, Western Shareholders will gain exposure to Glamis’ development and exploration projects underway in Nevada, Mexico and Guatemala.
	•		Western Shareholders will receive a share of a new company, Western Copper, giving them exposure to a well-funded resource company with experienced management prepared to proceed with the development of the Carmacks Copper Project in the Yukon as well as new exploration efforts.
	•		The Western Board concluded that none of the possible alternatives to the Arrangement (including the possibility of continuing to operate Western as an independent entity, and the perceived risks thereof, the range of possible benefits to Western Shareholders of such alternatives and the timing and uncertainty of successfully accomplishing any of such alternatives), were considered reasonably likely to present superior opportunities for Western, or reasonably likely to create greater value for Western Shareholders, than the Arrangement with Glamis.
	•		In order for Western to proceed with the Peñasquito Project alone, it would require significant capital, both equity and debt, and Western would need to recruit a technically capable mine development team. Western would incur significant dilution in raising such capital and could have significant difficulty in attracting a technically capable mine development team due to the current shortage of available qualified people.
	•		Mine development and construction is risky and uncertain. Western has never put a mine into production and during the entire period of development and construction Western would have no revenues and would depend entirely on the proceeds raised from debt and equity financing, which may or may not be available to it on reasonable terms, if at all.
	•		While Western’s assets represent substantial exploration potential, because of the size and longevity of the Peñasquito Project, only a very large new discovery at the Peñasquito Project would have a significant impact on the current market value of Western Shares. Furthermore, any change in the scope of the Peñasquito Project to accommodate future exploration would inevitably delay the construction of the Peñasquito Project.
	•		The financial presentation of the Financial Advisor, including its oral opinion of February 22, 2006 to the Western Board as to the fairness, from a financial point of view of the consideration to be received by Western Shareholders, other than Glamis, pursuant to the Arrangement, as more fully described under “The Arrangement — Opinion of Western’s Financial Advisor”.
	•		The recommendation of the Independent Committee regarding the terms of the Arrangement and its recommendation that the Western Board approve the Arrangement on the terms presented to it.

	•		The likelihood that the Arrangement would be consummated, in light of the experience, reputation and financial capabilities of Glamis and the absence of significant closing conditions, other than approval by Western Shareholders of the Arrangement and other customary closing conditions.
	•		The terms and conditions of the Arrangement Agreement, including:

	o		the ability of the Western Board, under certain circumstances, to furnish information to and conduct negotiations with a third party and, upon payment to Glamis of the Break Fee (of 3.5% of the aggregate market value of Western calculated on a fully diluted basis and based on the volume weighted average trading prices per Western Share on the TSX on the trading day prior to termination), to terminate the Arrangement Agreement and accept a Superior Proposal;
	o		the belief of the Western Board that the Break Fee is within the range of reasonable termination fees provided for in comparable transactions and is not a significant deterrent to possible competing offers; and
	o		the limited ability of Glamis to terminate the Arrangement Agreement.

In the course of its deliberations, the Western Board also identified and considered a variety of risks and potentially negative factors, including, but not limited to:

	•		The price of Western’s Shares may be capped at or near the value contemplated by the Arrangement to the extent that there is a market assumption that the Arrangement will complete.
	•		In certain circumstances set out under “The Arrangement Agreement — Non-Solicitation of Acquisition Proposals and Break Fee”, Western may be required to pay the Break Fee to Glamis, which, if an alternative transaction is not concluded, will adversely affect Western’s financial condition.
	•		If the Arrangement Agreement is terminated and the Western Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the purchase price to be paid pursuant to the Arrangement with Glamis.
	•		Because the Arrangement is dependent upon receipt of certain approvals and satisfaction of certain conditions, its completion is subject to uncertainty. In addition, implementing the transactions contemplated by the Arrangement Agreement will require the devotion of significant management time and attention, which will have to be diverted from the existing business of Western and which could have an adverse impact on Western if the Arrangement is not completed.
	•		Under the Arrangement Agreement, Western would be required to pay the Break Fee of 3.5% of Western’s market capitalization as of the date prior to termination in the event that the Arrangement Agreement is terminated in certain circumstances. The Break Fee, together with Glamis’ right to match a Superior Proposal, may discourage other parties from attempting to acquire the Western Shares even if those parties might be willing to offer greater value than Glamis has offered under the Arrangement Agreement.
	•		The risks set out under “Arrangement — Arrangement Risk Factors”.

The foregoing discussion summarizes the material information and factors considered by the Independent Committee and the Western Board in their consideration of the Arrangement. The Western Board collectively reached its unanimous decision with respect to the Arrangement in light of the factors described above and other factors that each member of the Western Board felt were appropriate. In view of the wide variety of factors and the quality and amount of information considered, the Western Board did not find it useful or practicable to and did not make specific assessments of, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determination. Individual members of the Western Board may have given different weight to different factors.

FAIRNESS OPINION

Western retained Macquarie to act as its financial advisor in connection with the proposed transaction with Glamis. As part of the engagement, Western requested that the Financial Advisor evaluate the fairness, from a financial point of view, to the holders of Western Shares, other than Glamis, of the consideration provided for in the Arrangement. On February 22, 2006, at a meeting of the Western Board held to evaluate the Arrangement, Macquarie delivered to the Western Board an oral opinion, which was confirmed by delivery of a written opinion to the Independent Committee dated March 16, 2006, to the effect that, as of February 22, 2006, and as of March 16, 2006, and based on and subject to various assumptions, matters considered and limitations described in its opinion, the consideration to be received by Western Shareholders, other than Glamis, pursuant to the Arrangement was fair, from a financial point of view, to such holders.

The full text of the Financial Advisor’s opinion describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken by the Financial Advisor. This opinion is attached as Schedule “E” and is incorporated into this Information Circular by reference. Western Shareholders are encouraged to read this opinion carefully in its entirety. The Financial Advisor’s opinion is directed only to the fairness, from a financial point of view, of the purchase price consideration payable by Glamis to the Western Shareholders, other than Glamis, and does not address any other aspect of the Arrangement or any related transaction. The opinion does not address the relative merits of the Arrangement or any related transaction as compared to other business strategies or transactions that might be available to Western or the underlying business decision of Western to effect the Arrangement or any related transaction. The opinion does not constitute a recommendation to any Western Shareholder as to how such Western Shareholder should vote or act with respect to any matters relating to the Arrangement.

The Financial Advisor’s opinion and financial analyses were only one of many factors considered by the Independent Committee and the Western Board in its evaluation of the Arrangement and should not be viewed as determinative of the views of the Western Board or the Independent Committee with respect to the Arrangement or the consideration provided for in the Arrangement.

Under the terms of the Financial Advisor’s engagement, Western has agreed to pay the Financial Advisor customary fees for its financial advisory services in connection with the Arrangement, a portion of which is payable in connection with the Fairness Opinion and a portion of which is contingent upon the consummation of the Arrangement.

In addition, Western has agreed to reimburse the Financial Advisor for its expenses, including fees, disbursements and other charges of counsel, and to indemnify the Financial Advisor and related parties against liabilities relating to, or arising out of, its engagement.

Western selected Macquarie as its financial advisor in connection with the Arrangement because it is an internationally recognized investment banking firm with substantial experience in similar transactions in the resource sector. The Financial Advisor is continually engaged in the valuation of resource businesses

and their securities in connection with mergers and acquisitions, competitive bids and distributions of securities.

PRINCIPAL STEPS OF THE ARRANGEMENT

At the Effective Time (see also “Effective Date and Conditions of Arrangement”) of the Arrangement:

	a.		the authorized share structure of Western will be amended by redesignating the Western Shares as Class B Shares and attaching a preferential right with respect to the payment of dividends and the Notice of Articles of Western will be amended accordingly;
	b.		the authorized share structure of Western will be amended by the creation of 100,000,000 Class A Shares and the Notice of Articles and Articles of Western will be amended accordingly;
	c.		Western will transfer the Assets (as defined in the Plan of Arrangement) to Western Copper and in consideration therefor Western Copper will issue to Western, as fully paid and non-assessable, that number of Western Copper Shares equal to the number of Western Shares issued and outstanding immediately before the Effective Time, other than those held by Dissenters (as defined in the Plan of Arrangement);
	d.		each issued Class B Share, other than those held by Dissenters, will be exchanged for one Class A Share and one Western Copper Share acquired by Western in accordance with paragraph (c) above;
	e.		each issued Class B Share held by Dissenters (for greater certainty, being Western Shareholders who have duly complied with the Dissent Procedures and are ultimately entitled to be paid for their Dissenting Shares) will be acquired by Western Copper in consideration for Western Copper agreeing to pay the amount to be paid as determined in accordance with the Dissent Procedures in respect of the Dissenting Shares (as defined in the Plan of Arrangement);
	f.		each issued Class B Share acquired by Western Copper in accordance with paragraph (e) above will be exchanged for one Class A Share;
	g.		the capital of Western for the Class A Shares will be the amount equal to the capital of Western for the Class B Shares, less the fair market value of the Western Copper Shares distributed to Western Shareholders, other than Dissenters, pursuant to paragraph (d) above and the paid-up capital of Western will be reduced accordingly;
	h.		the Class B Shares will be cancelled;
	i.		each issued Class A Share will be exchanged for 0.688 of a Glamis Share;
	j.		each Western Stock Option outstanding immediately before the Effective Date will be exchanged for:

i.

a Glamis New Option pursuant to which the holder of the related Western Stock Option will be entitled to receive, upon exercise of the Glamis New Option, that number of Glamis Shares that is equal to the number of Western Shares that was issuable upon exercise of the related Western Stock Option immediately before the Effective Time multiplied by the Exchange Ratio, and the exercise price per

Glamis Share to be issued will, subject to adjustment, be equal to the quotient obtained by dividing the exercise price per share of the related Western Stock Option in effect immediately prior to the Effective Time, less $0.88, by the Exchange Ratio; and

ii.

a Western Copper Option pursuant to which the holder of the Western Stock Option will be entitled to acquire that number of Western Copper Shares that is equal to the number of Western Shares that was issuable upon exercise of the Western Stock Option immediately before the Effective Time at an exercise price per Western Copper Share of $0.88.

			All Glamis New Options being exercised by a holder will be aggregated to produce the maximum number of whole Glamis Shares and if an entitlement to a fractional Glamis Share results from the exercise, the number of Glamis Shares to be issued will be rounded down to the next whole number of Glamis Shares. Save and except as otherwise agreed to by Glamis or Western Copper, as the case may be, and the holders of Western Stock Options, the term to expiry, conditions to and manner of exercising, vesting schedule, the status under applicable laws, and all other terms and conditions of the Glamis New Options and the Western Copper Options will otherwise be unchanged from those contained in or otherwise applicable to the related Western Stock Option. Glamis and Western Copper will reserve a sufficient number of Glamis Shares and Western Copper Shares, respectively, for issue upon exercise of the Glamis New Options and Western Copper Options, provided, however, that the right to exercise such options will be subject to applicable regulatory and shareholder approvals;
	k.		Western Copper will redeem the Western Copper Class A Shares that were issued to Western at the time of the incorporation of Western Copper at par and such shares will be cancelled;
	l.		no fractional Glamis Share will be issued in connection with the exchange in paragraph i above, but rather shareholders entitled to a fractional Glamis Share will receive cash in lieu thereof based on one whole Glamis Share being valued at $34.73;
	m.		the names of Western Shareholders, other than Glamis, will be removed from the central securities register of Western;
	n.		Glamis will become the holder of all Class A Shares and the central securities register of Western will be revised accordingly; and
	o.		these exchanges and cancellations will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.