Investor Center — Shareholder Services

The Annual General Meeting (the "Meeting") of the shareholders of WGI Heavy Minerals, Incorporated (the "Company") will be held at University Ballroom East in the Park Hyatt Hotel, 4 Avenue Road, Toronto, Ontario, at 10:00 a.m. (EDT)

To view press release regarding this change please click on:

WGI-PR-06-18-08.pdf

Important Information for WGI Investors
 

WGI Heavy Minerals, Incorporated Board of Directors unanimously recommends that you vote FOR all of the resolutions on the WHITE proxy.

Under the leadership of the Board of Directors, decisive actions have recently been taken to strengthen WGI's corporate structure, augment the composition and experience of the Board and implement new strategies to enhance value for all shareholders.

There are key reasons to vote in favour of Management’s nominees to the Board:

Key Reasons


Your Current Board has strengthened and clarified management at the Company by appointing Gregory Emerson as President and Chief Executive Officer, effective May 1, 2008. This has separated the roles of Chairman and CEO in accordance with good corporate governance practices – one of Passport’s complaints about WGI.

- The sale of TGI is a pivotal event for your Company. Your current Board initiated the strategic review that led to the sale, conducted the negotiations, and established relationships with the purchaser. The current Board is in the best position to complete the
transaction.

- Your current Board of Directors plans to distribute approximately US$18.8 million in cash (or US$0.80 per WGI share) to the shareholders of WGI subject to the successful closing of the TGI sale.

- The Strategic Review by the Special Committee is continuing and is refocusing WGI’s operations on existing and identified growth opportunities that are complementary to our core businesses of mining and distributing industrial minerals and manufacturing waterjet products. These efforts are designed to enhance both short and long-term shareholder value and need to be allowed to continue.

- While developing growth opportunities, your current Board is also taking steps to bring WGI’s fixed cost structure into line with revenue from its operations. As a result of the TGI sale, administrative and legal costs will be reduced substantially.

- The key issues of operating problems, costs, corporate governance and return to shareholders raised by Passport either have been, or are currently being, addressed by your Board for your benefit.

- The strategy proposed by the dissident shareholder is fundamentally consistent with the Company’s strategy, as demonstrated by the sale of TGI and the commitment to the waterjet business.

- Passport criticizes the current Board for WGI’s share price but – illogically – has nominated two former Directors of the Company, including the Chair of the Audit Committee, who served on the Board in 2004 and 2005 – the very time the WGI share price began its sudden and precipitous decline.

- Should it gain control of the Board, Passport can take control of the cash resources of WGI but is not making a fair offer to all shareholders to purchase the Company. It would be more reasonable to all shareholders if Passport were to make a proper offer to acquire the Company, rather than seeking to take control with no compensation to shareholders.

Materials Related to Annual Meeting of Shareholders

WGI_2008_Notice_of_Meeting.pdf
WGI_Letter_to_Shareholders.pdf
WGI_Management_Information_Circular.pdf
WGI_2008_Supplemental_Card.pdf
WGI_Final_form_of_Proxy.pdf
WGI_White_Form_of_Proxy.pdf
WGI-PR-06-17-08.pdf
WGI-PR-06-18-08.pdf
WGI-PR-06-19-08.pdf
WGI_PR-06-25-08.pdf

WGI_Investor_Presentation_June_16_2008.pdf


Who do I call if I have any questions about the proxy or if I need help voting?

If you have any questions about the information contained in this document or require assistance in completing your WHITE proxy, please contact our proxy solicitation agent at:

North American Toll Free Number:

Georgeson

1-866-676-3029

Whether or not you plan to attend the meeting, we ask that you complete and return the enclosed WHITE proxy promptly and discard any materials that you may receive other than from management







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