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<SEC-DOCUMENT>0001035704-01-000036.txt : 20010123
<SEC-HEADER>0001035704-01-000036.hdr.sgml : 20010123
ACCESSION NUMBER:		0001035704-01-000036
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20010112
FILED AS OF DATE:		20010112

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTERNATIONAL URANIUM CORP
		CENTRAL INDEX KEY:			0001063259
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS METAL ORES [1090]
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		
		SEC FILE NUMBER:	000-24443
		FILM NUMBER:		1508001

	BUSINESS ADDRESS:	
		STREET 1:		1050 SEVENTEENTH STREET
		STREET 2:		SUITE 950
		CITY:			DENVER
		STATE:			CO
		ZIP:			80265
		BUSINESS PHONE:		3036287798

	MAIL ADDRESS:	
		STREET 1:		1050 SEVENTEENTH STREET
		STREET 2:		SUITE 950
		CITY:			DENVER
		STATE:			CO
		ZIP:			80265
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>d83240e6-k.txt
<DESCRIPTION>FORM 6-K
<TEXT>

<PAGE>   1
                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        Report of Foreign Private Issuer
                        Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934


For the month of January 2001

                        International Uranium Corporation
                 (Translation of registrant's name into English)

             Independence Plaza, Suite 950, 1050 Seventeenth Street,
            Denver, CO 80265 (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                  Form 20-F  X            Form 40-F
                            ---                    ---


Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                  Yes                     No   X
                      ---                     ---

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________________.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                             International Uranium Corporation
                                             ---------------------------------
                                                       (Registrant)

Date:  January 12, 2001                        By:  /s/  Ron F. Hochstein
       ----------------                             ---------------------------
                                                    Ron F. Hochstein, President




<PAGE>   2



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER               DESCRIPTION
- -------              -----------
<S>                  <C>
  1                  Annual Report for 2000
  2                  Notice of Annual Meeting of Shareholders
  3                  Notice of Annual Meeting and
                     Management Proxy Circular
  4                  Form of Proxy
  5                  Return Card
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>d83240ex99-1.txt
<DESCRIPTION>ANNUAL REPORT FOR 2000
<TEXT>

<PAGE>   1
                                                                       EXHIBIT 1


                                  ANNUAL REPORT

                        INTERNATIONAL URANIUM CORPORATION

                                      2000


<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>

<S>                                                                                            <C>
Management's Discussion and Analysis............................................................4

Management's Report to the Shareholders.........................................................9

Auditors' Report to the Shareholders...........................................................10

Consolidated Financial Statements..............................................................11

Notes to Consolidated Financial Statements.....................................................14
</TABLE>


All dollar references in this report are expressed in U.S. dollars unless
otherwise indicated.


<PAGE>   3


TO OUR SHAREHOLDERS

         This has been a year of transition for your Company. International
Uranium Corporation moved forward with a new focus on developing its
uranium-bearing alternate feed recycling business. IUC initiated this change of
direction away from uranium mining not only as a reflection of current and
projected uranium market conditions, but also in recognition of the potential
opportunities available for the Company in the processing/recycling industry. I
am happy to say that the Company has made this transition and is in a strong
financial position to aggressively pursue the alternate feed market and to look
at opportunities to diversify.

         During this past year, the Company enjoyed several notable successes in
the development of the alternate feed business. The first was the decision by
the Nuclear Regulatory Commission ("NRC") upholding the amendment that allowed
the Company to process the Ashland 2 material. This decision validated the
Company's view that the recycle of uranium-bearing materials through the White
Mesa Mill is a realistic, environmentally superior alternative to direct
disposal of these materials. Other significant developments included the award
of the Company's third contract with the U.S. Army Corps of Engineers under the
U.S. government's FUSRAP program, and the increase in the Ashland 1 FUSRAP
contract, awarded in 1999, from 100,000 tons to over 145,000 tons of
uranium-bearing material. The Company's business development activities continue
to expand in an effort to develop the backlog necessary to operate the White
Mesa Mill efficiently on a continuous basis.

         In addition to successes on the commercial front, we also continued to
make progress on the regulatory front. The Mill operates under a license from
the NRC. Each alternate feed project requires an amendment to that license. In
2000, the Company submitted four license amendments for alternate feed projects,
bringing the total to date to thirteen. Of the four submitted in 2000, three
were approved and the remaining one is in the review stage. Generally, IUC has
good support for its alternate feed program from the NRC and the local community
and government. While the Company has had its disagreements with the State of
Utah in the past regarding the processing of certain types of alternate feeds at
the Mill, these matters are now resolved and this relationship has improved
immensely. We continue to work with the State on several initiatives including
the development of a groundwater discharge permit for the White Mesa Mill, to
supplement the NRC's groundwater protection program at the Mill.

         Other events over the year, which have enabled the Company to focus on
alternate feeds, have included:

         o The mining operations of the Company remained on stand-by status and
         efforts to sell the operations in Utah, Arizona and Colorado continue.
         The Company was successful in selling its mining operations center,
         which was based in Fredonia, Arizona.

         o At the Company's Mongolian in-situ leach development project, the
         field operations were shut down, the field equipment liquidated and the
         representative office scaled back. Efforts to identify additional
         participants in the Gurvan-Saihan Joint Venture to further the
         exploration program are continuing. Over the past two years, the
         uranium resources have been increased to over 22 million pounds on
         Joint Venture lands.


                                       1
<PAGE>   4


         o At the Company's head office in Denver, targeted reductions were made
         in order to reduce overhead costs, but yet maintain the resources
         necessary to continue to pursue business opportunities.

         Our decision to focus on alternate feeds was reinforced by the
continued weakening of the uranium and vanadium markets. Over the past year, the
nuclear fuel market continued to show the effects of surplus uranium inventory,
which combined with a fifty-percent drop in spot market volume, resulted in
uranium prices ending the fiscal year below $8.00 per pound U3O8. The last time
the uranium price reached this level was in 1991. While uranium prices were in
steady decline throughout the year, vanadium was much more volatile. Due to a
temporary shortage of supply, vanadium prices rose from $1.29 per pound V2O5 in
December to over $2.45 per pound during the first quarter of 2000. Since then
the market has once again entered a period of oversupply, and prices have
dropped to the $1.50 to $1.75 per pound V2O5 range. The prognosis for the
vanadium market is poor, due to continued oversupply. The uranium market
forecast is for prices to remain flat with the potential for some gradual price
improvement over an extended time period.

         In order to maintain a strong cash position and to protect against any
further decline in the value of our uranium inventory, the Company made the
decision to sell all of its long term uranium sales contracts and uranium
inventory. Combining the contracts with the uranium inventory, produced from the
alternate feed campaigns and the conventional ore run completed in the first
quarter of this fiscal year, yielded an opportunity for the Company to sell the
remaining uranium inventory for above market prices.

         Even though it was a year of transition, the Company ended the fiscal
year in a strong financial position with over $11.6 million in cash, or just
under $0.18 per share. For the fiscal year the Company sustained a loss of over
$15.2 million, or approximately $0.23 per share. Of this loss, approximately
$11.0 million resulted from the write down of the Company's interest in the
Gurvan-Saihan Joint Venture. This decision was made because there is little
reasonable expectation of a significant uranium price recovery that would enable
the Company to put this project into production over the next few years. A write
down of uranium and vanadium inventories also contributed over $2.3 million to
the loss, but this was partially offset by a $1.1 million reduction in the White
Mesa Mill reclamation obligation.

         With the significant developments over the last year, the organization
has gone through a myriad of changes. One of these was the resignation of Earl
E. Hoellen. Earl was the President and Chief Executive Officer of IUC since its
inception in 1997 and was instrumental in IUC achieving many of its successes.
On behalf of the employees, I would like to thank Earl for his many
contributions, and we look forward to his continued involvement on the Board.

         Through this year of transition we asked a lot of our employees, and
they have stepped up to meet the challenge. I'd like to take this opportunity to
thank each one of them for their efforts in helping to transform IUC into the
company it has become.



                                       2
<PAGE>   5


         So, what is ahead for 2001? IUC intends to strengthen its position in
the alternate feed, uranium-bearing material processing business. Given the
current delivery schedules for our two existing FUSRAP contracts, we anticipate
restarting the Mill in mid-2001 to process this material plus other alternate
feeds. Several business initiatives are planned to increase our exposure in the
"traditional" alternate feed markets and to evaluate new opportunities to
exploit the primary asset of your Company, the White Mesa Mill.

         On behalf of the Board, the management and the employees of IUC, I'd
like to thank you for your continued support.

 /s/ Ron F. Hochstein
- ---------------------
Ron F. Hochstein
President and Chief Executive Officer



                                       3
<PAGE>   6


MANAGEMENT'S DISCUSSION AND ANALYSIS

         The following discussion and analysis of the financial condition and
results of operations for International Uranium Corporation ("IUC" or the
"Company") for the fiscal year ended September 30, 2000 should be read in
conjunction with the consolidated financial statements and accompanying notes.
The consolidated financial statements are prepared in accordance with generally
accepted accounting principles in Canada.

Summary

         IUC recorded a net loss of $15,244,651 ($0.23 per share) compared with
a net loss of $17,097,677 ($0.26 per share) in 1999. Results for 2000 included
inventory and other asset write-downs of $2,335,290, a write-down of Mongolia
mineral properties of $10,963,248, a net loss of $4,675 on the sale of land and
surplus mining equipment, and a net gain of $1,073,206 resulting from a decrease
in Mill reclamation obligations. In 1999, the net loss included a $168,141 gain
on the sale of surplus mining equipment, a net loss of $7,709,170 for inventory
write-downs, $7,039,958 for the write-off of U.S. mineral properties and
$541,641 for the write-off of goodwill. Excluding these items, IUC lost
$3,014,644 ($0.05 per share) in 2000 and $1,975,049 ($0.03 per share) in 1999.

         Changes in the market price of uranium and vanadium significantly
affected IUC's profitability and cash flow. The spot market value of uranium
continued to fall throughout the fiscal year. At the end of the fiscal year, the
spot market price was $7.40 per pound U3O8 compared to $9.75 per pound U3O8 at
the beginning of the year. IUC's realized uranium prices of $11 and $13 per
pound U3O8 in 2000 and 1999, respectively, tracked the declining spot market for
uranium. In order to maintain a strong cash position and to protect against any
further decline in the spot uranium price, the Company sold its remaining
long-term contracts and uranium inventory. During fiscal 2000, approximately 87%
of the material delivered by the Company was from long-term contracts, with the
balance coming from spot market sales.

         The spot market for vanadium rose from a low of $1.29 per pound V2O5 in
December 1999 to above $2.25 per pound V2O5 for the period from March to May
2000. By fiscal year end the vanadium price was back to $1.70 per pound V2O5.
The Company was able to sell a significant portion of its inventory during the
period of higher prices. IUC's realized price per pound V2O5 was $1.88 during
fiscal 2000.

         Due to the depressed uranium market and current market forecasts, the
Company shut down the field operations at the Gurvan-Saihan Joint Venture, the
Company's uranium development and exploration project in Mongolia. The project
office in Ulaanbaatar has been downsized significantly, but will be maintained.
The Company intends to maintain the project in a stand-by mode until market
conditions warrant additional investment or the Company locates a Joint Venture
participant.



                                       4
<PAGE>   7


Results of Operations

Revenues

         Revenues for fiscal 2000 and 1999 of $16,060,172 and $14,046,832,
respectively, consisted of uranium sales, vanadium sales and process milling
fees. Revenues for fiscal 2000 increased $2,013,340 or 14% as compared to fiscal
1999. Uranium sales for fiscal 2000 were $12,810,100 as compared to $9,611,450
in fiscal 1999, an increase of $3,198,650 or 33%. The increase was due primarily
to the Company's decision to sell all of its remaining long-term contracts and
uranium inventory. Vanadium sales for fiscal 2000 were $2,415,588 as compared to
$146,867 in fiscal 1999, an increase of $2,268,721. The increase was due
primarily to the Company's decision to sell in fiscal 1999 only a very small
quantity of the vanadium it produced that year.

         Process milling fees for fiscal 2000 of $834,484 decreased $3,454,031
or 81% as compared to process milling fees of $4,288,515 for fiscal 1999.
Alternate feed processing activities in fiscal 2000 have consisted primarily of
the receipt, sampling and analysis of the Ashland 1 material. Approximately
19,000 tons of material was received during the fourth quarter bringing the
total received to over 123,500 tons from the Ashland 1 site. In addition, the
Company was awarded its third FUSRAP (Formerly Utilized Sites Remedial Action
Program) contract for the processing and disposal of approximately 75,000 tons
of uranium-bearing material from the Linde site in Tonawanda, New York. This
material began arriving at the Mill during September 2000. The Company receives
a recycling fee as these materials are delivered, which is recorded as deferred
revenue until the material is processed. In addition to the recycling fees, the
Company will retain the uranium recovered from these materials.

Cost of Products and Services Sold

         Cost of products sold for fiscal 2000 were $12,643,509, an increase of
$4,255,642 or 51% as compared to fiscal 1999. The increase was due primarily to
the higher volumes of uranium and vanadium delivered. During fiscal 2000, the
Company delivered 1,165,652 pounds of uranium to three customers and 1,287,553
pounds of vanadium to five customers as compared to 720,000 pounds of uranium
and 69,937 pounds of vanadium during fiscal 1999.

         Process milling expenditures for fiscal 2000 of $489,778 decreased
$2,012,376 or 80% as compared to process milling expenditures of $2,502,154 for
fiscal 1999. During fiscal 2000, the Company did not process any alternate feed
materials, as compared with two alternate feed processing runs in 1999. The
Company is currently building a sufficient stockpile of material to allow for a
longer, more efficient, processing campaign. Processing of the Ashland 1 and
Linde material is currently scheduled to begin during the third quarter of
fiscal 2001.

         In addition to FUSRAP materials, the Company continues to receive
deliveries of alternate feeds from a nuclear fuel cycle operator under a
long-term arrangement. While the Company will not receive a processing fee for
this particular alternate feed it will produce uranium from these materials,
which will then be sold in later periods. It is anticipated that these materials
will be processed in the second and third quarters of fiscal 2001.


                                       5
<PAGE>   8


Mill Stand-by

         Mill stand-by expenses consist primarily of payroll and related
expenses for personnel, parts and supplies, contract services and other overhead
expenditures required to receive alternate feed material and maintain the Mill
in a stand-by mode. During the first quarter of fiscal 2000, the conventional
mill run that began in fiscal 1999 was completed. The Mill produced
approximately 158,000 pounds of uranium and 1,100,000 pounds of vanadium during
this period. The Mill was on stand-by for the remainder of the year. Mill
stand-by expenditures were $2,144,984 or 13% of revenues for fiscal 2000 as
compared to $1,059,794 or 8% of fiscal 1999 revenues. The increase of $1,085,190
was due to nine months of stand-by versus three months in fiscal 1999. The
increase in costs due to the longer duration of the stand-by was partially
offset by significant staff reductions at the Mill.

Selling, General and Administrative

         Selling, general and administrative expenses consist primarily of
payroll and related expenses for personnel, legal, contract services and other
overhead expenditures. Selling, general and administrative expenses were
$4,044,761 or 25% of revenues for fiscal 2000 compared to $4,445,190 or 32% of
fiscal 1999 revenues. The decrease of $400,429 related primarily to the
Company's decision at the end of the second fiscal quarter to significantly
reduce overhead costs, and focus its efforts and resources on the development of
the alternate feed/uranium-bearing waste recycling business. It is expected that
these reduced levels of overhead expenditures will continue to decline through
fiscal 2001 as the Company continues to pursue other alternate feed projects and
evaluates other potential opportunities.

Write-down of Inventories and Mongolia Project

         In fiscal 2000, due to the continued depressed price of uranium and
vanadium, the Company reduced the carrying value of its finished goods
inventories by $1,026,415. These same low commodity prices, combined with low
expectations of any appreciable price recovery in the near term, resulted in the
Company reducing the carrying value of its investment in the Gurvan-Saihan Joint
Venture by $10,963,248. In addition, the Company adjusted the carrying value of
the Other Asset and the offsetting Deferred Credit by a net $1,308,875 to
reflect the Company's perception of future market prices. The Other Asset and
Deferred Credit represent a put option entered into in fiscal 1999, which can be
exercised at the buyer's discretion from October 1, 2001 to March 1, 2003.

Capital Resources and Liquidity

         At September 30, 2000, the Company had cash and cash equivalents of
$11,650,600 and working capital of $10,556,005 as compared to cash and cash
equivalents of $469,407 and working capital of $11,635,665 at September 30,
1999.

         Net cash provided by operating activities was $5,500,826 for the fiscal
year ended September 30, 2000. The cash flow resulted primarily from the sale of
inventory of $9,211,253, less the loss from continuing operations of
$15,244,651, offset by non-cash items of depreciation



                                       6
<PAGE>   9


and amortization of $1,094,376, write-down of assets of $13,298,538 and the
reduction in Mill reclamation obligations of $1,073,206. Cash flow from
operations was also affected by the decrease in accounts payable and accrued
liabilities of $1,476,562. This decrease was primarily the result of the
completion during fiscal 2000 of the conventional mill run that began in fiscal
1999.

         Net cash provided by investing activities was $525,671 for the fiscal
year ended September 30, 2000. The cash flow resulted primarily from the sale of
surplus mining equipment of $627,211 and a reduction in the Company's bonding
requirements of $473,552, offset by additions to plant and equipment of $244,957
and investments in the Gurvan-Saihan Joint Venture of $332,063.

         The Company is projecting only minor expenditures during fiscal year
2001 for property, plant and equipment.

         Net cash provided by financing activities during the fiscal year ended
September 30, 2000 totaled $5,154,696 and consisted primarily of an increase in
deferred revenues of $6,156,562, offset by payments on the working capital loan
agreement with Wells Fargo Bank, NA of $950,000. During March 2000, the Company
renewed its working capital loan agreement with Wells Fargo Bank, NA. The
principal amount was reduced from $10 million to $5 million and the maturity
date was extended from March 31, 2000 to March 31, 2001. This facility provides
for advances based on receivable levels and uranium inventories provided certain
financial covenants are maintained. The Company is in the process of
renegotiating this facility.

Environmental Responsibility

         Each year, the Company reviews the anticipated costs of decommissioning
and reclaiming its mill and mine sites as part of its environmental planning
process. The Company also formally reviews costs when it submits license renewal
applications to regulatory authorities. Based on this review, the mill
reclamation obligation was reduced by $1,073,206, and it was determined that the
Company's estimated total reclamation obligation of $12,192,494 is currently
sufficient to cover these projected future costs.

         The Company has also posted bonds as security for these liabilities and
has deposited marketable securities on account of these obligations. The amount
of these restricted marketable securities collateralizing the Company's
reclamation obligations was $8,870,989 at September 30, 2000.

2001 Fiscal Year Outlook

         The Company's decision to focus its resources and attention primarily
on the development of its alternate feed, uranium-bearing waste recycling
business means that the Company is less susceptible to variations in uranium and
vanadium market prices. The Company's U.S. mining operations will continue to be
on a care and maintenance basis, as well as its Mongolian project. Due to the
decision to sell all of the uranium inventory and sales



                                       7
<PAGE>   10


contracts, the Company is relying primarily on revenue from alternate feed
processing fees and the uranium produced from these feeds.

         The reduction in Mill stand-by costs and general and administration
expenditures means that the Company will have the resources to continue to
aggressively pursue the alternate feed market. The Company currently has three
firm contracts, which provide sufficient feed to operate the Mill for up to nine
months. The Company is continuing to pursue other contracts; however, it is also
looking at opportunities to diversify.

Cautionary Note Regarding Forward-Looking Statements

         The Company wishes to caution readers that disclosures made in the
foregoing Management's Discussion and Analysis and elsewhere in this annual
report represent forward-looking statements. These forward-looking statements
involve known and unknown risks and uncertainties which may cause the actual
results, performance, or achievements of the Company to be materially different
from any future results, performance, or achievements expressed or implied by
any forward-looking statements made by or on behalf of the Company.

         Risk factors that affect the Company's results and the above discussion
of the 2001 outlook include, but are not limited to, competition, environmental
regulations, the ability to develop the alternate feed business, changes to
reclamation requirements, dependence on a limited number of customers,
volatility and sensitivity to market prices for uranium and vanadium, the impact
of changes in foreign currencies' exchange rates, political risk arising from
operating in Mongolia, changes in government regulation and policies including
trade laws and policies, demand for nuclear power, replacement of reserves and
production, receipt of permits and approvals from governmental authorities
(including amendments for each alternate feed transaction) and other operating
and development risks.

         As a result of the foregoing and other factors, no assurance can be
given as to the future results, levels of activity and achievement.



                                       8
<PAGE>   11


MANAGEMENT'S REPORT TO THE SHAREHOLDERS

         The accompanying consolidated financial statements have been prepared
by Management in accordance with generally accepted accounting principles in
Canada.

         Management is responsible for ensuring that these statements, which
include amounts based upon estimates and judgement, are consistent with other
information and operating data contained in the annual report and reflect the
corporation's business transactions and financial position.

         Management maintains accounting and internal control systems designed
to safeguard assets and to properly record and execute transactions. The
accounting and internal systems are utilized to provide reasonable assurance of
compliance with Company policies and procedures and the safeguarding of assets.
Management has also adhered to policies regarding compliance with laws and
governmental regulations. Judgements are required to assess and balance the
relative costs and expected benefits of these controls.

         The Company's independent auditors, PricewaterhouseCoopers LLP, whose
report on their examination follows, have audited the consolidated financial
statements in accordance with Canadian generally accepted auditing standards.

         The Board of Directors pursues its responsibility for these financial
statements through its Audit Committee, which meets periodically with management
and the independent auditors, to assure that each is carrying out its
responsibilities. The independent auditors meet with the Audit Committee with
and without management representatives present to discuss the scope and results
of their audit, their comments on the adequacy of accounting controls, and the
quality of financial reporting.



/s/ Ron F. Hochstein
- --------------------
Ron F. Hochstein
President and
Chief Executive Officer


/s/ David C. Frydenlund
- -----------------------
David C. Frydenlund
Vice President and
Chief Financial Officer




November 24, 2000



                                       9
<PAGE>   12


AUDITORS' REPORT TO THE SHAREHOLDERS

         We have audited the consolidated balance sheets of International
Uranium Corporation as at September 30, 2000 and 1999 and the consolidated
statements of operations and (deficit) retained earnings, and cash flows for the
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

         In our opinion, these consolidated financial statements present fairly,
in all material respects, the financial position of the Company as at September
30, 2000 and 1999, and the results of its operations and the changes in its cash
flow for the years then ended in accordance with generally accepted accounting
principles in Canada.






/s/ PricewaterhouseCoopers LLP
- ------------------------------
Chartered Accountants
Vancouver, Canada
November 24, 2000



                                       10
<PAGE>   13



INTERNATIONAL URANIUM CORPORATION
CONSOLIDATED BALANCE SHEETS
(United States Dollars)

<TABLE>
<CAPTION>

                                                                                At September 30,
                                                                             2000                 1999
                                                                         ------------         ------------
<S>                                                                      <C>                  <C>
ASSETS
         Current assets:
         Cash and cash equivalents                                       $ 11,650,600         $    469,407
         Trade and other receivables                                        2,443,063            2,226,303
         Inventories (Note 3)                                               1,913,538           11,930,637
         Prepaid expenses and other                                           256,688              191,425
                                                                         ------------         ------------
                                                                           16,263,889           14,817,772

         Properties, plant and equipment, net (Note 4)                      4,977,118            6,790,627
         Mongolia mineral properties (Note 5)                                      --           10,484,299
         Notes receivable                                                     200,088              202,016
         Restricted cash and marketable securities (Note 6)                 8,870,989            9,344,541
         Other asset (Note 7)                                               2,840,000            4,248,875
         Goodwill and other, net                                                   --                3,679
                                                                         ------------         ------------
                                                                         $ 33,152,084         $ 45,891,809
                                                                         ============         ============
LIABILITIES
         Current liabilities:
         Accounts payable and accrued liabilities                        $    656,051         $  2,132,614
         Notes payable (Note 8)                                                15,830            1,049,493
         Deferred revenue                                                   5,036,003                   --
                                                                         ------------         ------------
                                                                            5,707,884            3,182,107

         Notes payable, net of current portion                                 54,607               22,811
         Reclamation obligations (Note 9)                                  12,192,494           13,265,700
         Deferred revenue                                                   4,244,000            3,123,441
         Deferred credit (Note 7)                                           4,220,000            4,320,000
                                                                         ------------         ------------
                                                                           26,418,985           23,914,059
                                                                         ------------         ------------

SHAREHOLDERS' EQUITY
         Share capital (65,525,066 shares
         issued and outstanding) (Note 10)                                 37,439,402           37,439,402
         Deficit                                                          (30,706,303)         (15,461,652)
                                                                         ------------         ------------
                                                                            6,733,099           21,977,750
                                                                         ------------         ------------
                                                                         $ 33,152,084         $ 45,891,809
                                                                         ============         ============
</TABLE>

Contingency (Note 14)

On behalf of the Board
/s/Ron F. Hochstein                 /s/ Lukas H. Lundin
Ron F. Hochstein, Director          Lukas H. Lundin, Director




                                       11
<PAGE>   14




INTERNATIONAL URANIUM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND (DEFICIT) RETAINED
EARNINGS
(United States Dollars)

<TABLE>
<CAPTION>

                                                                              Years Ended September 30,
                                                                             2000                 1999
                                                                         ------------         ------------
<S>                                                                      <C>                  <C>
OPERATIONS
         Revenue
         Uranium sales                                                   $ 12,810,100         $  9,611,450
         Vanadium sales                                                     2,415,588              146,867
         Process milling                                                      834,484            4,288,515
                                                                         ------------         ------------
         Total revenue                                                     16,060,172           14,046,832
                                                                         ------------         ------------

         Costs and expenses
         Uranium cost of sales                                             10,637,373            8,237,348
         Vanadium cost of sales                                             2,006,136              150,519
         Process milling expenditures                                         489,778            2,502,154
         Mill stand-by expenditures                                         2,144,984            1,059,794
         Selling, general and administrative                                4,044,761            4,445,190
         Write-down of inventories (Note 3)                                 1,026,415            7,709,170
         Write-down of other asset and
              deferred credit, net (Note 7)                                 1,308,875                   --
         Depreciation                                                         470,621              316,474
                                                                         ------------         ------------
                                                                           22,128,943           24,420,649
                                                                         ------------         ------------

         Loss before the following                                         (6,068,771)         (10,373,817)

         Decrease in reclamation obligations                                1,073,206                   --
         Write-off of Mongolia mineral properties (Note 5)                (10,963,248)                  --
         Write-off of mineral properties (Note 4)                                  --           (7,039,958)
         Write-off of goodwill                                                     --             (541,641)
         Net interest and other income                                        714,162              857,739
                                                                         ------------         ------------
         Loss for the year                                                (15,244,651)         (17,097,677)
                                                                         ============         ============

         Loss per common share                                           $      (0.23)        $      (0.26)
                                                                         ============         ============

(DEFICIT) RETAINED EARNINGS
         (Deficit) Retained earnings, beginning of year                  $(15,461,652)        $  1,636,025
         Loss for the year                                                (15,244,651)         (17,097,677)
                                                                         ------------         ------------
         Deficit, end of year                                            $(30,706,303)        $(15,461,652)
                                                                         ============         ============
</TABLE>





                                       12
<PAGE>   15




INTERNATIONAL URANIUM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(United States Dollars)

<TABLE>
<CAPTION>

                                                                                   Years Ended September 30,
                                                                                  2000                 1999
                                                                              ------------         ------------
<S>                                                                           <C>                  <C>
CASH PROVIDED BY (USED IN)

OPERATING ACTIVITIES
         Loss for the year                                                    $(15,244,651)        $(17,097,677)
         Items not affecting cash
            Depreciation and amortization                                        1,094,376              664,633
            Loss (gain) on sale of land and equipment                                4,675             (168,141)
            Amortization of uranium sales contract purchase cost                        --              729,730
            Write-down of inventories                                            1,026,415            7,709,170
            Write-down of other asset and deferred credit                        1,308,875                   --
            Write-off of Mongolia mineral properties                            10,963,248                   --
            Write-off of mineral properties                                             --            7,039,958
            Write-off of goodwill                                                       --              541,641
            Change in reclamation liabilities                                   (1,073,206)                  --
                                                                              ------------         ------------
                                                                                (1,920,268)            (580,686)
         Changes in non-cash working capital items
            Decrease in marketable securities                                           --               11,731
            (Increase) decrease in trade and other receivables                    (216,761)             753,297
            Decrease (increase) in inventories                                   9,211,253          (10,490,259)
            (Increase)  in other current assets                                    (96,836)             (35,568)
            (Decrease) increase in other accounts payable and
                accrued liabilities                                             (1,476,562)             370,773
                                                                              ------------         ------------
            Net cash provided by (used in) operations                            5,500,826           (9,970,712)
                                                                              ------------         ------------

INVESTING ACTIVITIES
            Plant and equipment                                                   (244,957)          (2,057,178)
            Mongolia mineral properties                                           (332,063)            (912,990)
            Proceeds from sale of surplus equipment                                627,211              322,660
            Collection of notes receivable                                           1,928                1,522
            Decrease (increase) in restricted marketable securities                473,552           (1,044,166)
                                                                              ------------         ------------
            Net cash Provided by (used in) investment activities                   525,671           (3,690,152)
                                                                              ------------         ------------

FINANCING ACTIVITIES
            (Decrease) increase in notes payable                                (1,001,866)             980,166
            Increase in deferred credit                                                 --            4,320,000
            Increase in deferred revenue                                         6,156,562            2,547,830
                                                                              ------------         ------------
            Net cash provided by financing activities                            5,154,696            7,847,996
                                                                              ------------         ------------
         Increase (decrease) in cash and cash equivalents                       11,181,193           (5,812,868)
         Cash and cash equivalents, beginning of year                              469,407            6,282,275
                                                                              ------------         ------------
         Cash and cash equivalents, end of Year                               $ 11,650,600         $    469,407
                                                                              ============         ============

SUPPLEMENTARY CASH FLOW INFORMATION
         Cash interest paid                                                   $     53,641         $    113,523
         Cash interest received                                               $    719,324         $    786,926

         Non-cash investing and financing activities
         Transfer of inventory to other asset                                 $         --         $  4,248,875
</TABLE>




                                       13
<PAGE>   16





INTERNATIONAL URANIUM CORPORATION
Notes to Consolidated Financial Statements
September 30, 2000 and 1999
(United States Dollars)

1. ORGANIZATION AND NATURE OF OPERATIONS

International Uranium Corporation and its subsidiaries (the "Company") is a
company engaged in the business of recycling uranium-bearing waste products,
referred to as "alternate feed materials," for the recovery of uranium, alone or
in combination with other metals, as an alternative to the direct disposal of
these waste products. Alternate feed materials are generally ores or residues
from other processing facilities that contain uranium in quantities or forms
that can be recovered at the Company's White Mesa uranium mill (the "Mill"),
located near Blanding Utah. The Company also owns several uranium and
uranium/vanadium mines and exploration properties that were placed on stand-by
during the 1999 fiscal year. In addition, the Company is engaged in the selling
of uranium recovered from these operations in the international nuclear fuel
market and also sells vanadium and other metals that can be produced as a
co-product with uranium.

2. SIGNIFICANT ACCOUNTING POLICIES

These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada.

         a) Basis of consolidation

         The consolidated financial statements include the accounts of the
         Company and its wholly owned subsidiaries, International Uranium
         Holdings Corporation, International Uranium Alberta Corporation,
         International Uranium (Bermuda I) Ltd., International Uranium Company
         (Mongolia) Ltd., and International Uranium (USA) Corporation.

         b) Use of estimates

         The preparation of consolidated financial statements in conformity with
         generally accepted accounting principles requires the Company's
         management to make estimates and assumptions that affect the amounts
         reported in these financial statements and notes thereto. Actual
         results could differ from those estimated.

         c) Cash and cash equivalents

         Cash and cash equivalents consist of cash on deposit and highly liquid
         short-term interest bearing securities.



                                       14
<PAGE>   17




         d) Restricted cash and marketable securities

         Restricted cash and marketable securities are valued at the lower of
         cost and market value.

         e) Inventories

         Ore stockpiles, in-process inventories, uranium and vanadium
         concentrates are valued at the lower of cost and net realizable value.
         Consumable supplies and spare parts are valued at their weighted
         average cost.

         f) Properties, plant and equipment

         Mineral properties and plant and equipment are recorded at the lower of
         cost and net realizable value. Mineral properties are depleted by the
         units-of-production method based on ore reserves. Plant and equipment
         are depreciated on a straight-line basis over their estimated useful
         lives from three to fifteen years. Gains or losses from normal sales or
         retirements of assets are included in other income or expense.

         g) Exploration properties

         Mineral exploration costs are capitalized as incurred. When it is
         determined that a mineral property can be economically developed, the
         cost of the property and the related exploration and development
         expenditures will be amortized using the unit-of-production method over
         the estimated life of the ore body. If a project is unsuccessful, the
         mining property and the related exploration expenditures are written
         off.

         h) Asset impairment

         The Company reviews and evaluates its long-lived assets for impairment
         when events or changes in circumstances indicate that the related
         carrying amounts may not be recoverable. An impairment loss is measured
         as the amount by which asset-carrying value exceeds recoverable amount.
         The recoverable amount is generally determined using estimated future
         cash flow analysis. Long-lived assets are considered impaired if total
         estimated future cash flows on an undiscounted basis are less than the
         carrying amount of the asset. An impairment loss is measured and
         recorded based on undiscounted estimated future cash flows. Future cash
         flows include estimates of recoverable pounds of uranium and vanadium,
         uranium and vanadium prices (considering current and historical prices,
         price trends and related factors), estimates of future alternate feed
         processing opportunities and associated revenues, and production,
         capital and reclamation costs. Assumptions underlying future cash flow
         estimates are subject to risks and uncertainties. Any differences
         between significant assumptions and actual market conditions and/or the
         Company's performance could have a material effect on the Company's
         financial position and results of operations.



                                       15
<PAGE>   18


         i) Environmental protection and reclamation costs

         Estimated future decommissioning and reclamation costs are based
         principally on existing legal and regulatory requirements. Such costs
         related to the Mill are accrued and charged over the expected operating
         life of the Mill using the straight-line method. Future reclamation
         costs for inactive mines are accrued based on management's best
         estimate at the end of each period of the undiscounted costs expected
         to be incurred at a site. Such cost estimates include, where
         applicable, ongoing care, maintenance and monitoring costs. Changes in
         estimates are reflected in earnings in the period an estimate is
         revised.

         j) Foreign currency translation

         These consolidated financial statements are denominated in United
         States dollars, the Company's functional currency. Substantially all of
         the Company's assets and operations are located in the United States,
         with the exception of the Gurvan-Saihan Joint Venture (Note 5). The
         majority of its costs are denominated in United States dollars and all
         of its products for sale are priced in United States dollars.

         Amounts denominated in foreign currencies are translated into United
         States dollars as follows:

                  a) Monetary assets and liabilities at the rates of exchange in
                  effect at balance sheet dates;

                  b) Non-monetary assets at historical rates;

                  c) Revenue and expense items at the average rates for the
                  period.

         The net effect of the foreign currency translation is included in the
         statement of earnings.

         k) Earnings per share

         Earnings per common share is determined using the weighted average
         number of shares outstanding during the year, which for the years
         ending September 30, 2000 and 1999 was 65,525,066 shares.

         l) Revenue recognition

         In accordance with normal industry practices, the Company contracts for
         future delivery of uranium produced. Sales revenue is recorded in the
         period that title passes to the customer along with the risks and
         rewards of ownership. Sales of the Company's uranium long-term supply
         contracts are included in uranium sales.

         Process milling fees are recognized as the applicable material is
         processed, in accordance with the specifics of the applicable
         processing agreements.



                                       16
<PAGE>   19


         Deferred revenues represent processing proceeds received in advance of
         the required processing activity.

         m) Reclassifications

         Certain amounts in prior years have been reclassified to conform to the
         2000 presentation.

         n) Share options

         The Company has a share option plan which is described in Note 10. c).
         No compensation expense is recognized when share options are issued.
         Any consideration on exercise of share options is credited to share
         capital.

3. INVENTORIES

<TABLE>
<CAPTION>

                                                 September 30, 2000      September 30, 1999
                                                 ------------------      ------------------
         <S>                                     <C>                     <C>
         Vanadium Concentrates                      $    837,869            $  1,257,604
         Uranium Concentrates                                 --               8,583,323
         Ore Stockpiles                                       --                 144,112
         In Process                                       20,450                 569,499
         Parts and Supplies                            1,055,219               1,376,099
                                                    ------------            ------------
                                                    $  1,913,538            $ 11,930,637
                                                    ============            ============
</TABLE>


In the current year, the Company wrote-down the carrying value of its finished
goods inventories to market value by $1,026,415. In the prior year, the Company
recorded a write-down of $7,709,170 relating to its ore stockpiles and
concentrate inventories.

4. PROPERTIES, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>

                                                                           Accumulated
                                                                          Depreciation,
                                                                            Depletion,
                                                                         Amortization and      Sept. 30, 2000      Sept. 30, 1999
                                                          Cost             Write-Offs               Net                   Net
                                                      -----------       -----------------      --------------      --------------
<S>                                                   <C>               <C>                    <C>                 <C>
         Mill Buildings and Equipment                 $ 6,501,912          $ 2,345,244          $ 4,156,668          $ 4,943,205
         Other Machinery and Equipment                  1,779,346              958,896              820,450            1,847,422
         Mineral Properties                             7,616,865            7,616,865                   --                   --
                                                      -----------          -----------          -----------          -----------
                                                      $15,898,123          $10,921,005          $ 4,977,118          $ 6,790,627
                                                      ===========          ===========          ===========          ===========
</TABLE>

         In fiscal 1999, the Company recorded a write-off of $7,039,958 relating
         to its U.S. mineral properties.



                                       17
<PAGE>   20


Under the terms of a Royalty Deed and subsequent amendments with certain Swiss
utilities the Company has made advance royalty payments on certain United States
mineral properties. During the period from January 1, 1998 through December 31,
2000 advance royalty payments of $250,000 were made each year. In June 2000, the
Company entered into a Termination Agreement, which cancelled all interests and
other rights granted to the Swiss utilities under the Royalty Deed and
subsequent amendments.

5. MONGOLIA MINERAL PROPERTIES

Mongolia mineral properties are made up of the Company's 70% interest in the
Gurvan-Saihan Joint Venture (the "Venture") which holds eight uranium
exploration areas covering 3.2 million acres in central eastern Mongolia. The
other parties to the Venture are the Mongolian government as to 15% and
Geologorazvedka, a Russian geological concern, as to 15%. A royalty in the
amount of 4% is payable to the Mongolian government. The Company has
proportionately consolidated its 70% interest in the Venture, which is
substantially represented by Mongolian mineral properties. To date the Company
has funded all expenditures and expects to do so for the foreseeable future.

In fiscal 2000, as a result of continued deterioration in uranium prices and the
Company's decision to halt further exploration, the Company wrote-off its
investment in the Venture.

6. RESTRICTED CASH AND MARKETABLE SECURITIES

Amounts represent cash and marketable securities the Company has placed on
deposit to secure its reclamation bonds and certain other obligations (Notes 7
and 9).

7. OTHER ASSET

On September 13, 1999 the Company entered into a uranium concentrates sale and
put option agreement with a third party. The Company transferred a certain
quantity of uranium under this agreement giving the third party the option to
put up to an equivalent quantity to the Company at a fixed price within the
period beginning October 1, 2001 and ending March 1, 2003. The transaction was
accounted for as a deferred credit and the cost of the inventory was
reclassified as an other asset. A bond (Note 6) secures a portion of the
transaction.

In fiscal 2000, the Company wrote-down the carrying value of the other asset,
and the offsetting deferred credit, to reflect the change in market value of the
underlying inventory by a net $1,308,875.

8. NOTES PAYABLE

<TABLE>
<CAPTION>

                                            September 30, 2000        September 30, 1999
                                            ------------------        ------------------
<S>                                         <C>                       <C>
         Wells Fargo Bank, NA                  $         --              $    950,000
         Other                                       15,830                    99,493
                                               ------------              ------------
                                               $     15,830              $  1,049,493
                                               ============              ============
</TABLE>



                                       18
<PAGE>   21


During March 2000, the Company renewed its working capital loan agreement with
Wells Fargo Bank, NA. The principal amount was reduced from $10 million to $5
million and the maturity date was extended from March 31, 2000 to March 31,
2001. This facility provides for advances based on receivable levels and uranium
inventories provided certain financial covenants are maintained. The Company is
in the process of renegotiating this facility.

9. PROVISIONS FOR RECLAMATION

Estimated future decommissioning and reclamation costs of the Mill and mining
properties are based principally on legal and regulatory requirements. At
September 30, 2000 and September 30, 1999, $12,192,494 and $13,265,700,
respectively, were accrued for reclamation costs. The Company has posted bonds
in favor of the United States Nuclear Regulatory Commission and the applicable
state regulatory agencies as security for these liabilities and has deposited
marketable securities on account of these obligations (Note 6).

Elements of uncertainty in estimating reclamation and decommissioning costs
include potential changes in regulatory requirements, decommissioning and
reclamation alternatives. Actual costs will differ from those estimated and such
differences may be material.

10. SHARE CAPITAL

         a) Authorized - unlimited number of common shares.

         b) Issued and outstanding

<TABLE>
<CAPTION>

                                       September 30, 2000        September 30, 1999
                                       ------------------        ------------------
<S>                                    <C>                       <C>
         Number Issued                      65,525,066               65,525,066
         Amount                           $ 37,439,402             $ 37,439,402
                                          ============             ============
</TABLE>

         c) Share options

         The Company has adopted a share option plan under which the Board of
         Directors may from time to time grant to directors, officers, key
         employees and consultants of the Company, options to purchase shares of
         the Company's common stock. These options are intended to advance the
         interests of the Company by providing eligible persons with the
         opportunity, through share options, to acquire an increased proprietary
         interest in the Company. Options granted under the share option plan
         generally have an exercise price of the fair market value of such
         shares on the date of grant. All outstanding options granted to date
         vest immediately and expire three years from the date of the grant of
         the option.



                                       19
<PAGE>   22




         Share option transactions were as follows:

<TABLE>
<CAPTION>

                                              September 30, 2000              September 30, 1999
                                      ---------------------------------   ---------------------------
                                                           Weighted                       Weighted
                                                            Average                       Average
                                          Shares        Exercise Price      Shares     Exercise Price
                                      ------------     ----------------   ----------   --------------
<S>                                   <C>              <C>                <C>          <C>
Outstanding, beginning of year          3,389,000        Cdn $1.03         2,814,000      Cdn $1.11
Granted                                 3,605,000        Cdn $0.24           900,000      Cdn $0.75
Expired                                (2,714,000)       Cdn $1.10          (325,000)     Cdn $0.94
                                       ----------        ---------        ----------      ---------
Outstanding, end of year                4,280,000        Cdn $0.32         3,389,000      Cdn $1.03
                                       ==========        =========        ==========      =========
</TABLE>

The outstanding options expire between January 2002 and May 2003 and have a
weighted average remaining contractual life of 2.4 years.

11. INCOME TAXES

Non-capital loss carry forwards for Canadian tax purposes of approximately
$903,000 begin to expire in 2004. For U.S. income tax purposes, loss carry
forwards of approximately $4,500,000 begin to expire in 2015 unless utilized.
The benefits of these amounts have not been reflected in these consolidated
statements.

12. SEGMENTED INFORMATION

         a) Geographic information

<TABLE>
<CAPTION>

                                             September 30, 2000     September 30, 1999
                                             ------------------     ------------------
<S>                                          <C>                    <C>
         Revenue
              Canada                            $         --           $         --
              United States                       16,060,172             14,046,832
              Mongolia                                    --                     --
                                                ------------           ------------
                                                $ 16,060,172           $ 14,046,832
                                                ============           ============
         Net Loss
              Canada                            $   (267,297)          $   (463,753)
              United States                       (3,983,443)           (16,580,589)
              Mongolia                           (10,993,911)               (53,335)
                                                ------------           ------------
                                                $(15,244,651)          $(17,097,677)
                                                ============           ============
         Property, Plant and Equipment, net
              Canada                            $         --           $         --
              United States                        4,720,795              6,357,892
              Mongolia                               256,323                432,735
                                                ------------           ------------
                                                $  4,977,118           $  6,790,627
                                                ============           ============
</TABLE>




                                       20
<PAGE>   23



         b) Major Customers

         The Company's business is such that, at any given time, it sells its
         uranium and vanadium concentrates to and enters into process milling
         arrangements with a relatively small number of customers. The customers
         with whom it does business vary substantially from year to year. During
         the year ended September 30, 2000, a uranium customer accounted for 51%
         of total revenues. Accounts receivable from any individual customer
         will exceed 10% of total accounts receivable on a regular basis.

13. RELATED PARTY TRANSACTIONS

         a) During the year ended September 30, 2000, the Company incurred legal
         fees of $16,606 with a law firm of which a partner is a director of the
         Company. Amounts due to this firm were $1,017 as of September 30, 2000.
         Legal fees incurred with this law firm were $12,524 for the year ended
         September 30, 1999.

         b) During the year ended September 30, 2000, the Company incurred
         management and administrative service fees of $90,000 with a company
         owned by the Chairman of the Company which provides office premises,
         secretarial and other services in Vancouver. Management and
         administration fees of $94,108 were paid to this same company during
         the year ended September 30, 1999.

         c) During the period ended September 30, 1997, the Company loaned
         $200,000 to an officer of the Company in order to facilitate relocation
         to the Company headquarters. This loan is non-interest bearing and is
         payable on the earlier of termination of employment or June 30, 2001.
         The loan is secured by the officer's personal residence.

         d) Subsequent to the retirement of Mr. Earl E. Hoellen as President and
         Chief Executive officer of the Company, a company controlled by Mr.
         Hoellen, a director of the Company, earned a commission of $59,516 in
         connection with the sale by the Company of its uranium inventories and
         sales contracts.

14. CONTINGENCY

The Company has detected some chloroform contamination at the Mill site that
appears to have resulted from the operation of a temporary laboratory facility
that was located at the site prior to and during the construction of the Mill
facility. The source and extent of this contamination are currently under
investigation, and a corrective action plan, if necessary, is yet to be devised.
Although the investigations to date indicate that this contamination appears to
be contained in a manageable area, the scope and costs of remediation have not
yet been determined and could be significant.

The Company is required to comply with environmental protection laws and
regulations and permitting requirements, and the Company anticipates that it
will be required to continue to do so in the future. Although the Company
believes that its operations are in compliance, in all material respects, with
all relevant permits, licenses and regulations involving worker health and



                                       21
<PAGE>   24


safety as well as the environment, the historical trend toward stricter
environmental regulation may continue. The uranium industry is subject to not
only the worker health and safety and environmental risks associated with all
mining businesses, but also to additional risks uniquely associated with uranium
mining and milling. The possibility of more stringent regulations exists in the
area of worker health and safety, the disposition of wastes, the decommissioning
and reclamation of mining and milling sites, and other environmental matters,
each of which could have a material adverse effect on the costs of reclamation
or the viability of the operations.

15. FINANCIAL INSTRUMENTS

As at September 30, 2000 and 1999, the fair value of the Company's financial
instruments approximates their carrying values because of the short-term nature
of these instruments and, where applicable, because interest rates approximate
market rates.



                                       22
<PAGE>   25


EXECUTIVE OFFICERS
Ron F. Hochstein
President and
Chief Executive Officer

David C. Frydenlund
Vice President, General Counsel, Chief Financial
Officer, and
Corporate Secretary

BOARD OF DIRECTORS
John H. Craig
Audit Committee
Compensation Committee
Corporate Governance and
Nominating  Committee
Environment, Health, and Safety
Committee
Toronto, Ontario, Canada

David C. Frydenlund
Environment, Health, and Safety
Committee
Denver, Colorado, USA

Christopher J.F. Harrop
Audit Committee
Corporate Governance and
Nominating Committee
Environment, Health, and Safety
Committee
Toronto, Ontario, Canada

Ron F. Hochstein
Denver, Colorado, USA

Earl E. Hoellen
Denver, Colorado, USA

Lukas H. Lundin
Chairman
Compensation Committee
Vancouver, B.C., Canada

William A. Rand
Audit Committee
Compensation Committee
Corporate Governance and
Nominating Committee
Vancouver, B.C., Canada


INTERNATIONAL URANIUM
CORPORATION CORPORATE
DIRECTORY

EXECUTIVE OFFICE
International Uranium (USA)
Corp.
Independence Plaza, Suite 950
1050 Seventeenth Street
Denver, Colorado, USA 80265
Telephone: 303.628.7798
Fax: 303.389.4126

CHAIRMAN'S OFFICE
International Uranium Corp.
885 West Georgia St.,
Suite 1320
Vancouver, British Columbia
Canada V6C 3E8

MONGOLIA OFFICE
International Uranium Company
(Mongolia) Ltd.
III-IV Micro Region
Building 7 Apartment 41
Ulaanbaatar, Mongolia

WHITE MESA MILL OFFICE
International Uranium (USA)
Corp.
6425 S. Highway 191
P.O. Box 809
Blanding, Utah, USA 84511

REGISTERED AND
RECORDS OFFICE
Cassels Brock & Blackwell
Scotia Plaza, Suite 2100
40 King Street West
Toronto, Ontario, Canada M5H
3C2

LEGAL COUNSEL
Cassels Brock & Blackwell
Scotia Plaza, Suite 2100
40 King Street West
Toronto, Ontario, Canada M5H
3C2

Shaw Pittman
2300 N Street N.W.
Washington, DC USA 20037


Parsons Behle & Latimer
One Utah Center, Suite 1800
201 South Main Street
Salt Lake City, Utah USA 84145

INVESTOR RELATIONS
International Uranium Corp.
885 West Georgia St.,
Suite 1320
Vancouver, British Columbia,
Canada V6C 3E8
Telephone: 604.689.7842
Fax: 604.689.4250

BANKERS
Canadian Imperial Bank of
Commerce
Vancouver, B.C., Canada

WELLS FARGO BANK
Denver, Colorado, USA

AUDITORS
PricewaterhouseCoopers LLP
Vancouver, B.C., Canada

TRANSFER AGENT
Montreal Trust Company of
Canada
Toronto, Ontario, Canada

SHARE CAPITAL
Authorized: unlimited
common shares
Issued and Outstanding:
65,525,066 shares

STOCK EXCHANGE LISTING
The Toronto Stock Exchange
Trading Symbol: IUC

The Annual General Meeting will be held at the Corporation's Vancouver office,
Suite 1320, 885 West Georgia Street, Vancouver, B.C. Canada on Thursday,
February 15, 2001, at the hour of 10:00 a.m. (Vancouver time).








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>d83240ex99-2.txt
<DESCRIPTION>NOTIVE OF ANNUAL MEETING OF SHAREHOLDERS
<TEXT>

<PAGE>   1
                                                                       EXHIBIT 2

INTERNATIONAL URANIUM CORPORATION
(INCORPORATED UNDER THE LAWS OF ONTARIO)


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting (the "Meeting") of the
shareholders of INTERNATIONAL URANIUM CORPORATION (the "Corporation") will be
held at the Vancouver offices of the Corporation at Suite 1320, 885 West Georgia
Street, Vancouver, British Columbia, on Thursday, February 15, 2001 at the hour
of 10:00 a.m. (Vancouver time) for the following purposes:

1.       to receive the consolidated financial statements of the Corporation for
         the year ended September 30, 2000 together with the report of the
         auditors thereon.

2.       to appoint auditors to hold office until the next annual meeting, at a
         remuneration to be fixed by the board of directors of the Corporation;

3.       to elect directors to hold office until the next annual meeting of the
         Corporation; and

4.       to transact such further and other business as may properly come before
         the Meeting or any adjournment or adjournments thereof.

The Management Proxy Circular (the "Circular") and a copy of the 2000 Annual
Report, including the consolidated financial statements of the Corporation for
the year ended September 30, 2000, accompany this Notice of the Meeting.
Reference is made to the Circular for details of the matters to be considered at
the Meeting.

Proxies are being solicited by management of the Corporation. Shareholders who
are unable to be present in person at the Meeting are requested to date,
complete and sign the enclosed form of proxy and return it in the addressed
envelope provided for that purpose. To be effective, proxies must be deposited
with the Corporation's transfer agent not less than forty-eight (48) hours
(excluding Saturdays and holidays) before the time of the Meeting or any
adjournment thereof, or with the Chairman of the meeting prior to the
commencement of the Meeting or any adjournment thereof.

BY ORDER OF THE BOARD




(Signed) David C. Frydenlund,
Vice-President, General Counsel
 and Corporate Secretary

Denver, Colorado
January 9, 2001



<PAGE>   2




                        INTERNATIONAL URANIUM CORPORATION
                          1320-885 West Georgia Street
                             Vancouver, B.C. V6C 3E8
                            Telephone: (604) 689-7842
                               Fax: (604) 689-4250



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>d83240ex99-3.txt
<DESCRIPTION>NOTICE OF ANNUAL MEETING OF MGMT. PROXY CIRCULAR
<TEXT>

<PAGE>   1
                                                                       EXHIBIT 3

2001

                        INTERNATIONAL URANIUM CORPORATION









NOTICE OF ANNUAL MEETING AND
MANAGEMENT PROXY CIRCULAR





<PAGE>   2

                                       2

                        INTERNATIONAL URANIUM CORPORATION












                                       2
                        INTERNATIONAL URANIUM CORPORATION

<PAGE>   3


INTERNATIONAL URANIUM CORPORATION
(INCORPORATED UNDER THE LAWS OF ONTARIO)


                            MANAGEMENT PROXY CIRCULAR
   All dollar amounts in this Management Proxy Circular refer to United States
currency, unless otherwise noted.

SOLICITATION OF PROXIES

This circular is furnished in connection with the solicitation by the management
of International Uranium Corporation (the "Corporation") of proxies to be used
at the annual meeting of the shareholders of the Corporation to be held at the
Vancouver offices of the Corporation at Suite 1320, 885 West Georgia Street,
Vancouver, British Columbia, on Thursday, February 15, 2001, at the hour of
10:00 o'clock in the forenoon (Vancouver time) for the purposes set forth in the
enclosed notice. It is not intended to use the accompanying proxy for the
purposes of voting on the consolidated financial statements of the Corporation
and its subsidiaries prepared for the fiscal year ended September 30, 2000 and
the reports of management and the auditors.

THIS SOLICITATION IS MADE BY THE MANAGEMENT OF THE CORPORATION. It is expected
that the solicitation will be primarily by mail. Proxies may also be solicited
personally or by telephone by officers, directors and regular employees of the
Corporation without special compensation. No solicitation will be made by
specifically engaged employees or soliciting agents. The cost of solicitation
will be borne by the Corporation. Except as otherwise stated, the information
contained herein is given as of December 20, 2000.

The Corporation has distributed copies of the notice of annual meeting of
shareholders, this circular and forms of proxy (collectively, the "documents")
to clearing agencies, securities dealers, banks and trust companies, or their
nominees ("intermediaries"), for onward distribution to shareholders of the
Corporation whose shares are held by or in the custody of those intermediaries
("non-registered shareholders"). The intermediaries are required to forward the
documents to non-registered shareholders.

The solicitation of proxies from non-registered shareholders will be carried out
by intermediaries, or by the Corporation if the names and addresses of
non-registered shareholders are provided by the intermediaries. The cost of the
solicitation will be borne by the Corporation.

Non-registered shareholders who wish to file proxies should follow the
directions of their intermediary with respect to the procedure to be followed.
Generally, non-registered shareholders will either:

(a)   be provided with a form of proxy executed by the intermediary but
      otherwise not completed. The non-registered shareholder may complete the
      proxy and return it directly to the Corporation's transfer agent; or

(b)   be provided with a request for voting instructions. The intermediary is
      required to send the Corporation an executed form of proxy completed in
      accordance with any voting instructions received by it.

APPOINTMENT, REVOCATION AND VOTING OF PROXIES

THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY ARE DIRECTORS OR OFFICERS OF THE
CORPORATION. A SHAREHOLDER DESIRING TO APPOINT SOME OTHER PERSON TO REPRESENT
THE SHAREHOLDER AT THE MEETING OR ANY ADJOURNMENT THEREOF MAY DO SO EITHER BY
INSERTING THE PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR
BY COMPLETING ANOTHER PROPER FORM OF PROXY AND, IN EITHER CASE, DEPOSITING THE
COMPLETED PROXY AT THE OFFICE OF COMPUTERSHARE INVESTOR SERVICES INC. (FORMERLY
MONTREAL TRUST COMPANY OF CANADA) AT THE ADDRESS SPECIFIED IN THE PROXY NOT LESS
THAN FORTY-EIGHT (48) HOURS (EXCLUDING SATURDAYS AND HOLIDAYS) BEFORE THE TIME
OF THE MEETING OR ANY ADJOURNMENT THEREOF, OR WITH THE CHAIRMAN OF THE MEETING
PRIOR TO THE COMMENCEMENT OF THE MEETING OR ANY ADJOURNMENT thereof.

A proxy given by a shareholder for use at the meeting or any adjournment thereof
may be revoked at any time prior to its use. In addition to revocation in any
other manner permitted by law, a proxy may be revoked by an instrument in
writing executed by the shareholder or by the shareholder's attorney authorized
in writing or, if the shareholder is a corporation, under its corporate seal or
by an officer or attorney thereof duly authorized, and deposited at the
registered office of the Corporation at any time up to and including the last
business day preceding the day of the meeting, or any adjournment thereof, at
which the proxy is to be





                                       1
                        INTERNATIONAL URANIUM CORPORATION

<PAGE>   4


used, or with the Chairman of the meeting on the day of the meeting, or any
adjournment thereof, and upon either of such deposits the proxy is revoked. The
registered office of the Corporation is located at: Scotia Plaza, Suite 2100, 40
King St. West, Toronto, Ontario, Canada, M5H 3C2.

The form of proxy affords the shareholder an opportunity to specify that the
shares registered in the shareholder's name shall be voted or withheld from
voting in respect of the election of each of management's nominees for directors
as set out in this circular as directors of the Corporation and the
reappointment of PricewaterhouseCoopers LLP as auditors of the Corporation at a
remuneration to be fixed by the board of directors of the Corporation (the
"Board").

On any ballot that may be called for, the shares represented by proxies in
favour of management nominees will be voted or withheld from voting in respect
of the election of each of management's nominees for directors as set out in
this circular as directors of the Corporation and the reappointment of
PricewaterhouseCoopers LLP as auditors at a remuneration to be fixed by the
Board, in each case in accordance with the specifications made by shareholders
in the manner referred to above.

IN RESPECT OF PROXIES IN WHICH THE SHAREHOLDERS HAVE NOT SPECIFIED THAT THE
PROXY NOMINEES ARE REQUIRED TO VOTE OR WITHHOLD FROM VOTING IN RESPECT OF THE
ELECTION OF EACH OF MANAGEMENT'S NOMINEES FOR DIRECTORS AS SET OUT IN THIS
CIRCULAR AS DIRECTORS OF THE CORPORATION AND THE REAPPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP AS AUDITORS AT A REMUNERATION TO BE FIXED BY THE
BOARD, THE SHARES REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL
BE VOTED IN FAVOUR OF THE ELECTION OF EACH OF MANAGEMENT'S NOMINEES FOR
DIRECTORS AS SET OUT IN THIS CIRCULAR AS DIRECTORS OF THE CORPORATION AND IN
FAVOUR OF THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS AT A
REMUNERATION TO BE FIXED BY THE BOARD.

THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY AUTHORITY ON THE PERSONS NAMED
IN IT WITH RESPECT TO AMENDMENTS OR VARIATIONS TO MATTERS IDENTIFIED IN THE
NOTICE OF MEETING OR OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF. At the time of printing of this circular the management
of the Corporation knows of no other matters to come before the meeting other
than the matters referred to in the notice of meeting. However, if any other
matters which are not now known to management should properly come before the
meeting or any adjournment thereof, the shares represented by proxies in favour
of management nominees will be voted on such matters in accordance with the best
judgment of the proxy nominee.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at the date hereof, there are 65,525,066 common shares of the Corporation
outstanding. Each shareholder is entitled to one vote for each common share
shown as registered in the shareholder's name on the record date. The directors
have fixed the close of business on January 5, 2001, as the record date for the
meeting. Only shareholders of record as at the close of business on January 5,
2001, are entitled to receive notice of and to attend and vote at the meeting
except to the extent that a person has transferred the ownership of any such
shares after that date and the transferee requests not later than 10 days before
the meeting that its name be included in the list of shareholders entitled to
vote at the meeting, in which case the transferee is entitled to vote its shares
at the meeting.

The following table sets forth the only persons who, to the knowledge of the
directors and officers of the Corporation, beneficially own or exercise control
or direction over shares carrying more than 10% of the voting rights attached to
all shares of the Corporation:

<TABLE>
<CAPTION>

        NAME AND ADDRESS         NUMBER OF SHARES         PERCENTAGE
        ----------------         ----------------         ----------

<S>                              <C>                      <C>
Lundin, Adolf H.                    22,500,000               34.3%

</TABLE>


ELECTION OF DIRECTORS

The Board consists of seven (7) directors to be elected annually. Each director
will hold office until the next annual meeting of shareholders or until his
successor is duly elected unless his office is earlier vacated in accordance
with the by-laws of the Corporation. It is intended that on any ballot that may
be called for relating to the election of directors, the shares represented by
proxies in favour of management nominees will be voted in favour of the election
of each of such persons as directors of the Corporation, unless a shareholder
has specified in its proxy that the shareholder's shares are to be withheld from
voting in the election of directors.


                                       2
                        INTERNATIONAL URANIUM CORPORATION
<PAGE>   5

In the following table and notes is stated the name of each person proposed to
be nominated by management for election as a director, all other positions and
offices with the Corporation and any significant affiliate now held by him, if
any, his principal occupation or employment, the period or periods of service as
a director of the Corporation and the approximate number of shares of the
Corporation beneficially owned by him directly or indirectly or over which he
exercises control or direction:

<TABLE>
<CAPTION>


                                                       COMMON SHARES OF
                                                       THE CORPORATION
                                                     BENEFICIALLY OWNED,
                                                         DIRECTLY OR
                                      PERIOD OF         INDIRECTLY, OR
    NAME AND MUNICIPALITY OF         SERVICE AS A       CONTROLLED OR           PRESENT PRINCIPAL OCCUPATION AND POSITION WITH THE
            RESIDENCE                  DIRECTOR            DIRECTED                              CORPORATION
    ------------------------         ------------   ---------------------       --------------------------------------------------

<S>                                 <C>             <C>                         <C>
LUKAS H. LUNDIN                      May 9, 1997                                Chairman of the Board of the Corporation; Director
Vancouver, BC                             to                                    and officer of a number of publicly-traded natural
                                       present             458,500              resource companies, including: Santa Catalina
                                                                                Mining Corp., International Curator Resources
                                                                                Ltd., Tenke Mining Corp., Tanganyika Oil Company
                                                                                Ltd. and South Atlantic Resources Ltd.

RON F. HOCHSTEIN                    April 6, 2000                               President and Chief Executive Officer of the
Lakewood, CO                              to               100,000              Corporation since April 6, 2000; from January 31,
                                       present                                  2000 to April 6, 2000, Vice President and Chief
                                                                                Operating Officer of the Corporation

EARL E. HOELLEN                      May 9, 1997                                Self-employed businessman; October 24, 1996 to
Englewood, CO                             to               750,000              April 6, 2000, President and Chief Executive
                                       present                                  Officer of the Corporation.

WILLIAM A. RAND                      May 9, 1997                                Self-employed businessman.
Vancouver, BC                             to                 Nil*
                                       present

JOHN H. CRAIG                        May 9, 1997                                Lawyer, partner of Cassels Brock & Blackwell LLP
Toronto, ON                               to               155,000
                                       present

CHRISTOPHER J. F. HARROP             May 9, 1997                                November 1994 to present, Senior Vice-President
Toronto, ON                               to               300,926              and Director, Canaccord Capital Corp.
                                       present

DAVID C. FRYDENLUND                  May 9, 1997                                Vice President, General Counsel, Chief Financial
Lone Tree, CO                             to               200,000              Officer and Corporate Secretary of the
                                       present                                  Corporation.
</TABLE>


*A total of 200,000 shares are held in the name of Rand Edgar Capital Corp., a
company which is owned by the families of Mr. Rand and of a business associate
of Mr. Rand.

Each of the above nominees was elected to his present term of office at the
annual meeting of shareholders of the Corporation held on March 17, 2000, except
for Mr. Ron Hochstein who was appointed a director of the Corporation on April
6, 2000 to fill the vacancy created by the resignation of Mr. Adolf H. Lundin as
a director of the Corporation.

The information as to shares beneficially owned or over which the directors
exercise control or direction, not being within the knowledge of the
Corporation, has been furnished by the respective directors individually.

All of the above-named nominees have held their present positions or other
executive positions with the same or associated firms or organizations during
the past five years, except as follows:



                                       3
                        INTERNATIONAL URANIUM CORPORATION
<PAGE>   6

   o   Mr. Ron Hochstein was Vice President, Corporate Development of the
       Corporation from October 11, 1999 to January 30, 2000, and was an
       engineering consultant with the AGRA-Simons Mining Group, an engineering
       and consulting firm, from July 1995 to October 1999.

   o   During the period August 1998 to August 1999, Mr. Harrop was Chairman and
       a director of Northern Securities Inc.

   o   During the period July 1996 to July 1997, Mr. Frydenlund was
       Vice-President of Namdo Management Services Ltd., a management services
       company. Prior to July 1996, Mr. Frydenlund was a partner with the law
       firm of Ladner Downs.

If any of the above-named nominees is for any reason unavailable to serve as a
director, proxies in favour of management will be voted for another nominee in
their discretion unless the shareholder has specified in the proxy that its
shares are to be withheld from voting in the election of directors.

The Board does not have an executive committee. The Board has established an
Audit Committee, a Compensation Committee, a Corporate Governance and Nominating
Committee and an Environment, Health and Safety Committee. The following table
sets out the members of such Committees:

<TABLE>
<CAPTION>


                                                                      CORPORATE GOVERNANCE           ENVIRONMENT, HEALTH AND
        AUDIT COMMITTEE              COMPENSATION COMMITTEE         AND NOMINATING COMMITTEE             SAFETY COMMITTEE
        ---------------              ----------------------         ------------------------         -----------------------

<S>                                  <C>                           <C>                              <C>
        William A. Rand                  Lukas H. Lundin            Christopher J.F. Harrop          Christopher J.F. Harrop
         John H. Craig                   William A. Rand                William A. Rand                David C. Frydenlund
    Christopher J.F. Harrop               John H. Craig                  John H. Craig                    John H. Craig
</TABLE>

APPOINTMENT AND REMUNERATION OF AUDITORS

In the past, the Board has negotiated with the auditors of the Corporation on an
arm's length basis in determining the fees to be paid to the auditors. Such fees
have been based upon the complexity of the matters in question and the time
incurred by the auditors. Management believes that the fees negotiated in the
past with the auditors were reasonable in the circumstances and would be
comparable to fees charged by auditors providing similar services.

PricewaterhouseCoopers LLP was first appointed as auditors of the Corporation on
May 9, 1997. Unless otherwise instructed, the proxies given pursuant to this
solicitation will be voted in favour of the reappointment of
PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the
Corporation to hold office until the close of the next annual meeting of the
Corporation, at a remuneration to be determined by the Board.


EXECUTIVE COMPENSATION

The following table summarizes the compensation of each of the named executive
officers of the Corporation for the fiscal year ended September 30, 2000, as
well as the fiscal periods ended September 30, 1999 and September 30, 1998.


                                       4
                        INTERNATIONAL URANIUM CORPORATION

<PAGE>   7


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                             ANNUAL COMPENSATION                     LONG TERM COMPENSATION
                                    ----------------------------------------------------------------------------------
                                                                                      AWARDS                PAYOUTS
                                                                           -------------------------------------------
                                                             OTHER ANNUAL    SECURITIES     RESTRICTED
                                                                COMPEN-        UNDER         SHARES OR       LTIP       ALL OTHER
   NAME AND PRINCIPAL                  SALARY       BONUS       SATION     OPTIONS/SARS     RESTRICTED      PAYOUTS    COMPENSATION
        POSITION           YEAR       (US$)(1)      (US$)       (US$)       GRANTED(#)    SHARE UNITS(US$)   (US$)        (US$)
          (a)               (b)          (c)         (d)         (e)            (f)             (g)           (h)          (i)
- ------------------------- --------- -------------- --------- ------------- --------------- -------------- ------------ ------------

<S>                         <C>        <C>        <C>         <C>          <C>            <C>              <C>       <C>
Ron F. Hochstein            2000       128,000       Nil         Nil         1,250,000          Nil           Nil          Nil
President and Chief         1999         Nil         Nil         Nil            Nil             Nil           Nil          Nil
Executive Officer(2)(3)     1998         Nil         Nil         Nil            Nil             Nil           Nil          Nil

David C. Frydenlund,        2000       158,400       Nil       9,000(5)       700,000           Nil           Nil          Nil
Vice President, General     1999     152,100(4)      Nil       9,000(5)       200,000           Nil           Nil          Nil
Counsel, Chief              1998       150,000       Nil       9,000(5)         Nil             Nil           Nil          Nil
Financial Officer, and
Corporate Secretary(2)

Earl E. Hoellen,            2000       104,769       Nil       2,024(9)         Nil             Nil           Nil       90,948(6)
(former President and       1999       180,000       Nil       2,500(9)       375,000           Nil           Nil          Nil
Chief Executive             1998       180,000       Nil       2,500(9)         Nil             Nil           Nil          Nil
Officer)(6)

Harold R. Roberts,          2000       50,268        Nil       1,229(9)         Nil             Nil           Nil       40,195(7)
(former Vice President,     1999       140,000       Nil       2,525(9)        75,000           Nil           Nil          Nil
Operations)(7)              1998       140,000       Nil       2,025(9)         Nil             Nil           Nil          Nil

Rick L. Townley,            2000       56,269        Nil        844(9)          Nil             Nil           Nil       26,250(8)
(former Vice President      1999       105,000       Nil       2,500(9)         Nil             Nil           Nil          Nil
Finance, Chief              1998       105,000       Nil       2,500(9)         Nil             Nil           Nil          Nil
Financial Officer and
Treasurer)(8)
</TABLE>

NOTES TO SUMMARY COMPENSATION TABLE

(1)      The Corporation's currency for disclosure purposes is US dollars which
         are the functional currency of the Corporation's operations.

(2)      Each of Messrs. Ron F. Hochstein and David C. Frydenlund have contracts
         of employment with the Corporation's subsidiary, International Uranium
         (USA) Corporation. There is no compensatory plan or arrangement
         provided in such contracts in respect of resignation, retirement,
         termination, change in control of the Corporation or responsibilities.
         The expiry date of the employment contracts are October 13, 2001 for
         Mr. Hochstein and June 30, 2001 for Mr. Frydenlund.

(3)      Mr. Hochstein commenced employment with the Corporation on October 11,
         1999. During the period January 31, 2000 to April 6, 2000, Mr.
         Hochstein held the position of Vice President and Chief Operating
         Officer of the Corporation. Mr. Hochstein was appointed President and
         Chief Executive Officer of the Corporation on April 6, 2000.

(4)      During the fiscal year ended September 30, 1999, a total of $152,100
         was earned by Mr. Frydenlund of which $150,000 was paid and $2,100 had
         been accrued. This accrual was paid in fiscal 2000.

(5)      Other annual compensation is $9,000, being the dollar value of imputed
         interest benefits from a loan provided to Mr. Frydenlund.

(6)      Mr. Hoellen resigned as President and Chief Executive Officer of the
         Corporation on April 6, 2000. Compensation figures disclosed for the
         fiscal year ended September 30, 2000 for Mr. Hoellen represent the
         amounts earned between October 1, 1999 and April 6, 2000. Mr. Hoellen
         received $90,000 as a severance payment and $948 for medical insurance
         coverage subsequent to his resignation.


                                       5
                        INTERNATIONAL URANIUM CORPORATION
<PAGE>   8

(7)      Mr. Roberts resigned as Vice President, Operations, of the Corporation
         on January 31, 2000. Compensation figures disclosed for the fiscal year
         ended September 30, 2000 for Mr. Roberts represent amounts earned
         between October 1, 1999 and January 31, 2000. Mr. Roberts received
         $35,000 as a severance payment and $5,195 for medical insurance
         coverage subsequent to his resignation.

(8)      Mr. Townley resigned as Vice President, Finance, Chief Financial
         Officer and Treasurer of the Corporation on April 6, 2000. Compensation
         figures disclosed for the fiscal year ended September 30, 2000 for Mr.
         Townley represent amounts earned between October 1, 1999 and April 6,
         2000. Mr. Townley received $26,250 as a severance payment.

(9)      Amounts represent 401K matching contributions made to the named
         executive's retirement account per the Corporation's 401K Benefit Plan
         available to all eligible employees.

There were no long-term incentive plan awards made to any of the named executive
officers of the Corporation during the most recently completed financial year.
In addition, there are no plans in place with respect to any of the named
individuals for termination of employment or change in responsibilities under
employment contracts, apart from those separately disclosed herein.

No options or SARs were repriced during the most recently completed financial
year. The following table summarizes individual grants of options to purchase or
acquire securities of the Corporation or any of its subsidiaries (whether or not
in tandem with SARs) and freestanding SARs made during the most recently
completed financial year to each of the named executive officers:

              OPTION/SAR GRANTS DURING THE MOST RECENTLY COMPLETED
                                 FINANCIAL YEAR

<TABLE>
<CAPTION>

                                                                                       MARKET VALUE
                                                                                      OF SECURITIES
                               SECURITIES          % OF TOTAL           EXERCISE        UNDERLYING
                             UNDER OPTIONS/       OPTIONS/SARS             OR          OPTIONS/SARS
                                  SARS             GRANTED TO          BASE PRICE     ON THE DATE OF
                                GRANTED           EMPLOYEES IN           (CDN$/        GRANT (CDN$/         EXPIRATION
           NAME                   (#)            FINANCIAL YEAR        SECURITY)        SECURITY)              DATE
           (a)                    (b)                  (c)                (d)              (e)                  (f)
          ------             --------------      --------------       -----------     --------------        -----------

<S>                          <C>                 <C>                  <C>              <C>                  <C>
Ron F. Hochstein               1,000,000              27.7%               0.20             0.19             May 22/2003
                                 250,000               6.9%               0.75             0.26             Oct 10/2002

David C. Frydenlund              700,000              19.4%               0.20             0.19             May 22/2003
</TABLE>




       AGGREGATED OPTIONS/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED
             FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUES


<TABLE>
<CAPTION>

                                                                                                              VALUE OF
                                                                                                            UNEXERCISED
                                                                                                            IN-THE-MONEY
                                                                                                           OPTIONS/SARS AT
                                                                            UNEXERCISED OPTIONS/SARS AT      FISCAL YEAR
                                                                                 FISCAL YEAR END               END (1)
                              SECURITIES ACQUIRED          AGGREGATE                   (#)                  EXERCISABLE/
                                 ON EXERCISE            VALUE REALIZED             EXERCISABLE/            UNEXERCISABLE
           NAME                      (#)                    (CDN$)                UNEXERCISABLE                (CDN$)
           (a)                       (b)                     (c)                        (d)                      (e)
           ----               -------------------       --------------      ---------------------------   ---------------

<S>                           <C>                       <C>                 <C>                            <C>
Ron F. Hochstein                      Nil                    Nil                    1,250,000                  130,000
David C. Frydenlund                   Nil                    Nil                      900,000                   91,000
Earl E. Hoellen                       Nil                    Nil                      375,000                      Nil
Harold R. Roberts                     Nil                    Nil                        Nil(2)                     Nil
Rick L. Townley                       Nil                    Nil                        Nil(2)                     Nil
</TABLE>



                                       6
                        INTERNATIONAL URANIUM CORPORATION
<PAGE>   9

(1)  Based on the closing price of the common shares of the Corporation on The
     Toronto Stock Exchange on Friday, September 29, 2000 of Cdn$0.33.

(2)  Options held by Messrs. Harold R. Roberts and Rick L. Townley expired on
     February 29, 2000 and April 6, 2000, respectively, being 30 days after
     termination of their employment with the Corporation.

The Corporation does not have any defined benefit or actuarial plans. In
addition, there are no compensatory plans or arrangements in place, including
payments to be received from the Corporation or its subsidiaries, with respect
to any of the above-named executive officers herein, which would result from the
resignation, retirement or any other termination of employment of such person's
employment with the Corporation and its subsidiaries or from a change of control
of the Corporation or any subsidiary of the Corporation or a change in the named
executive officer's responsibilities following a change in control, apart from
those separately disclosed.

The named executive officers are eligible to participate in the Corporation's
Employee Stock Purchase Plan (the "Purchase Plan"). The Purchase Plan was
established by the Board on February 4, 1998 and ratified and approved by
shareholders on March 23, 1998. No purchases were made by the named executive
officers during the recently-completed financial year under the Purchase Plan.

The aggregate indebtedness to the Corporation or any of its subsidiaries of all
officers, directors, employees and former officers, directors and employees of
the Corporation and its subsidiaries as at the date hereof is US$200,000.


   TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

<TABLE>
<CAPTION>


                                                                                     LARGEST AMOUNT
                                                                                   OUTSTANDING DURING    AMOUNT OUTSTANDING
         NAME AND PRINCIPAL                                                         FISCAL YEAR ENDED    AS AT DECEMBER 20,
              POSITION                   INVOLVEMENT OF ISSUER OR SUBSIDIARY       SEPTEMBER 30, 2000           2000
                (a)                                      (b)                               (c)                   (d)
- ------------------------------------- ------------------------------------------- ---------------------- --------------------

<S>                                   <C>                                          <C>                    <C>
David C. Frydenlund,                  Relocation loan made by the Corporation's        200,000(1)             200,000
Vice President, General               subsidiary, International Uranium (USA)
Counsel, Chief Financial Officer      Corporation
and Corporate Secretary

</TABLE>


(1)  Non-interest bearing, full recourse loan, secured by a mortgage interest on
     the named executive's principal residence, granted in connection with the
     named executive's relocation made on June 24, 1997, and repayable in full
     on or before June 30, 2001.


                                       7
                        INTERNATIONAL URANIUM CORPORATION
<PAGE>   10

COMPENSATION COMMITTEE

The Corporation's Compensation Committee is comprised of three non-executive
directors; namely, Messrs. Lukas H. Lundin, William A. Rand and John H. Craig.
Mr. Lukas H. Lundin is Chairman of the Board. None of the members of the
Committee have any indebtedness to the Corporation or any of its subsidiaries
nor have they any material interest, or have any associates or affiliates which
have any material interest, direct or indirect, in any actual or proposed
transaction in the last financial year which has materially affected or would
materially affect the Corporation or any of its subsidiaries.

REPORT ON EXECUTIVE COMPENSATION

The Corporation's executive compensation program is administered by the
Compensation Committee which is composed of three non-management directors who
are identified above. The Committee meets at least annually to receive
information on and determine matters regarding executive compensation, in
accordance with policies approved by the Board. Recommendations for changes to
the policies are also reviewed on an annual basis to ensure that they remain
current, competitive and consistent with the Corporation's overall goals.

The Committee's terms of reference include the responsibility to determine the
level of compensation paid to the President and Chief Executive Officer of the
Corporation and other senior management and executive officers of the
Corporation.

The guiding philosophy of the Committee in determining compensation for
executives is the need to provide a compensation package that is competitive and
motivating; will attract and retain qualified executives; and encourage and
motivate performance. Performance includes achievement of the Corporation's
strategic objective of growth and the enhancement of shareholder value through
increases in the stock price resulting from advances in the Corporation's
business, continued low cost operations and enhanced cash flow and earnings.

In establishing compensation for executive officers, the Committee takes into
consideration individual performance, responsibilities, length of service and
levels of compensation provided by industry competitors. Such compensation is
comprised primarily of a base salary and participation in the Corporation's
incentive stock option and 401K plans, and may also consist of bonuses and other
perquisites which are awarded on an occasional basis. Stock options align the
interests of the executive officers and other key employees with the long-term
interests of shareholders and provide competitive performance incentive
compensation. Grants are made to executive officers after taking into
consideration position level, overall individual performance, anticipated future
contribution to the Corporation's success, and the ability of the individual to
influence business performance.

Compensation is generally reviewed in the early part of each year having regard
to the prior year's performance both at a corporate level and individually in
order to determine compensation adjustments for the following year. Incentive
stock options were granted to Messrs. Ron F. Hochstein and David C. Frydenlund
during the year entitling them to purchase up to 1,000,000 and 700,000 common
shares of the Corporation, respectively, at an exercise price of CDN$0.20 per
share at any time up to May 22, 2003. It was felt by the Board that the issuance
of these options was an appropriate way to continue to provide incentive to
Messrs. Hochstein and Frydenlund to create shareholder value. In addition, the
Committee determined to increase Mr. Hochstein's salary by approximately 15% for
the fiscal period ended September 30, 2001 to reflect his new position of
President and Chief Executive Officer. The Committee has recommended to the
Board that the current levels of compensation for other Named Executive Officers
remain unchanged for the fiscal period ending September 30, 2001. The Committee
was satisfied that the current salary levels of such persons reflect competitive
practices in the marketplace in which the Corporation competes to attract and
retain qualified executives.

Submitted on behalf of the Compensation Committee

      William A. Rand
      Lukas H. Lundin
      John H. Craig


                                       8
                        INTERNATIONAL URANIUM CORPORATION
<PAGE>   11

                                PERFORMANCE GRAPH

The following graph compares the Corporation's cumulative total shareholder
return with the cumulative total return of the TSE 300 Composite Index, assuming
a Cdn$100 investment in common shares on May 16, 1997 (the Corporation's initial
trading date) and reinvestment of dividends, and the TSE Metals and Minerals
Index, during the period. All currency references in the graph are to Canadian
dollars.

                                    [GRAPH]

<TABLE>
<CAPTION>


                              MAY 16, 1997    SEPTEMBER 30, 1997    SEPTEMBER 30, 1998    SEPTEMBER 30, 1999   SEPTEMBER 29, 2000
                              ------------    ------------------    ------------------    ------------------   ------------------

<S>                           <C>             <C>                   <C>                   <C>                   <C>
IUC                              100.00             103.97                35.71                 21.43                 26.19

TSE 300                          100.00             112.69                89.86                 111.37               166.12

TSE METALS & MINERALS            100.00              88.42                53.70                 71.47                 62.14
</TABLE>

COMPENSATION OF DIRECTORS

A.    Standard Compensation Arrangements

None of the directors of the Corporation were compensated by the Corporation and
its subsidiaries during the most recently completed financial year for their
services in their capacity as directors, nor were any amounts paid to directors
for committee participation or special assignments. All expenses incurred by
directors in respect of their duties are reimbursed by the Corporation.

B.    Other Arrangements

None of the directors of the Corporation were compensated in their capacity as
director by the Corporation and its subsidiaries during the most recently
completed financial year pursuant to any other arrangement or in lieu of any
standard arrangement.

C.    Compensation for Services

Since the commencement of the recently completed financial year, the law firm of
Cassels Brock & Blackwell, Barristers and Solicitors of which Mr. John H. Craig
is a partner, was paid $16,606 for legal services rendered as solicitors for the
Corporation.

Subsequent to the retirement of Mr. Earl E. Hoellen as President and Chief
Executive Officer of the Corporation, a company controlled by Mr. Hoellen, a
director of the Corporation, earned a commission of $59,516 in connection with
the sale by the Corporation of all of its uranium inventories and sales
contracts.

Pursuant to the terms of a services agreement between the Corporation and Namdo
Management Services Ltd., a private corporation owned by Mr. Lukas H. Lundin, a
director of the Corporation, the Corporation pays Namdo the sum of US$7,500 per
month for certain corporate and administrative services. Namdo has approximately
12 employees and provides



                                       9
                        INTERNATIONAL URANIUM CORPORATION
<PAGE>   12


administrative and financial services to a number of public companies.
Accordingly, there is no basis for allocating the amounts paid by Namdo to Mr.
Lundin in respect of services provided to the Corporation.

No other director was compensated either directly or indirectly by the
Corporation and its subsidiaries during the most recently completed financial
year for services as consultants or experts.

STATEMENT OF CORPORATE GOVERNANCE PRACTICE

The Board implicitly and explicitly acknowledges its responsibility for the
stewardship of the Corporation:

(i)   The Board participates in strategic planning as the acceptor and/or
      adopter of the strategic plans proposed and developed by management. The
      strategic planning process has been the responsibility of management. The
      Board will undertake periodic reviews of the strategic planning process.

(ii)  The Board has considered and does in its deliberations consider the
      principal risks of the Corporation's business and receives periodic
      reports from management of the Corporation's assessment and management of
      those risks.

(iii) The Board has, from time to time, considered succession issues and takes
      responsibility for appointing and monitoring officers of the Corporation.

(iv)  The Board has discussed and considered how the Corporation communicates
      with its various shareholders and periodically reviews and approves the
      Corporation's communications with the public.

(v)   The Board, directly and through its Audit Committee, assesses the
      integrity of the Corporation's internal control and management information
      systems.

The Board has established a Corporate Governance and Nominating Committee whose
terms of reference include the responsibility of developing and monitoring the
Corporation's approach to corporate governance issues. The Corporate Governance
and Nominating Committee is comprised of three directors, each of whom is an
outside, unrelated director.


The Board encourages senior management to participate in appropriate
professional and personal development activities, courses and programs, and
supports management's commitment to the training and development of all
permanent employees.

The Board is currently comprised of seven (7) members, of whom five (5) are
unrelated directors. Mr. Adolf H. Lundin, a former director of the Corporation,
may be considered a "significant shareholder" which, as defined by the Corporate
Governance Guidelines established by The Toronto Stock Exchange, is a
shareholder with the ability to exercise a majority of votes for the election of
directors. Mr. Lundin currently owns or controls approximately 34.3% of the
voting shares of the Corporation.

The Board has considered the relationship of each director. Two (2) current
directors, namely, Ron F. Hochstein and David C. Frydenlund, are related by
virtue of their holding management positions. Mr. Earl E. Hoellen, prior to his
resignation on April 6, 2000 as President and CEO of the Corporation, was
considered related. Mr. Hoellen is now considered to be non-related. John H.
Craig periodically provides legal services to the Corporation. He is, however,
not considered to be related because of the size of his fees for such services
relative to the overall fee income of his practice. Messrs. William A. Rand,
John H. Craig, Christopher J.F. Harrop and Lukas H. Lundin are all unrelated.
Messrs. Hoellen and Harrop do not have interests in or relationships with either
the Corporation or Mr. Adolf H. Lundin, its significant shareholder. As a
result, the interests of Messrs. Hoellen and Harrop, along with the interests of
other directors, can be considered to fairly reflect the investment in the
Corporation by shareholders other than the significant shareholder.

The responsibility for proposing new nominees to the Board and for assessing
directors on an ongoing basis has been mandated to the Corporate Governance and
Nominating Committee. Nominations are the result of recruitment efforts by the
Chairman of the Board and the CEO and discussed informally with several
directors before being brought to the Committee for approval.

Board members are presently not compensated other than by stock options;
expenses are reimbursed at cost. The Corporation has developed position
descriptions for the Board and the CEO. Generally, operations in the ordinary
course or that are not in the ordinary course and do not exceed material levels
of expenditures or commitment on the part of the Corporation have been



                                       10
                        INTERNATIONAL URANIUM CORPORATION
<PAGE>   13


delegated to management. Decisions relating to matters that are not in the
ordinary course and that involve material expenditures or commitments on the
part of the Corporation generally require prior approval of the Board. As the
Board has plenary power, any responsibility which is not delegated to management
or a Board committee remains with the Board.

The Board has functioned, and is of the view that it can continue to function,
independently of management, as required. The Board has appointed a chair of the
Board who is other than the CEO. It is common practice for the Chairman and CEO
to delegate the chair to a non-related director during Board meetings.

The Board has not met without management present. If the Board believed it was
appropriate and meaningful it would formalize the process by which the Board
would meet without management and for handling the Board's overall relationship
with management.

Each of the Audit Committee, the Compensation Committee and the Corporate
Governance and Nominating Committee is composed of three (3) non-management,
non-related directors.

Due to the size and nature of the Corporation, the roles and responsibilities of
the Audit Committee have been specifically defined and include oversight
responsibility for management reporting on internal control. The Audit Committee
has direct communication channels with the external auditors. Due to its size,
the Corporation has no formal internal audit process.

The Board has considered its size with a view to the impact of size upon its
effectiveness and has concluded that the number of directors, as presently
constituted, is appropriate for a corporation of the size and complexity of the
Corporation. The Board, as presently constituted, brings together a mix of
skills, backgrounds, ages and attitudes that the Board considers appropriate to
the stewardship of the Corporation. The periodic review of this issue has been
mandated to the Corporate Governance and Nominating Committee.

The Corporate Governance and Nominating Committee has been charged with the
responsibility of assessing and monitoring the effectiveness of the Board as a
whole, the committees of the Board and the contribution of individual directors.

The Board has put structures in place to ensure effective communication between
the Corporation, its shareholders and the public. The Corporation has
established an investor relations and corporate development procedure where
every shareholder inquiry receives a prompt response. One of the objectives of
corporate development is to ensure a strong, cohesive, sustained and positive
image of the Corporation for its shareholders, governments and the public.
The Corporation does not currently have a formal process of orientation and
education for new members of the Board. However, the Corporate Governance and
Nominating Committee has been charged with the responsibility of developing an
orientation and education program for new recruits to the Board, where required.

The Board has adopted a system which would enable an individual director to
engage an outside advisor at the expense of the Corporation in appropriate
circumstances. If such an engagement were appropriate it would be subject to the
approval of the Chairman, with the right of the director to appeal the decision
of the Chairman to the Corporate Governance and Nominating Committee.

The mining and milling industry, by its very nature, can have a significant
impact on the natural environment. As a result, environmental planning and
compliance must play an ever-increasing part in the operations of any company
engaged in these activities. The Corporation takes these issues very seriously
and has established an Environment, Health and Safety Committee to oversee the
Corporation's efforts to act in a responsible and concerned manner with respect
to matters affecting the environment, health and safety.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

None of the directors, executive officers or senior officers of the Corporation,
proposed nominees for directors, or associates or affiliates of said persons,
have been indebted to the Corporation at any time since the beginning of the
last completed financial year of the Corporation, apart from those separately
disclosed herein.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

During the financial year ended September 30, 2000, except as otherwise
disclosed in this circular, none of the insiders of the Corporation nor any
proposed nominee for election as director, nor any associate or affiliate of
said persons, has had any


                                       11
                        INTERNATIONAL URANIUM CORPORATION
<PAGE>   14


material interest, direct or indirect, in any transaction, which has materially
affected or would materially affect the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

Management functions of the Corporation are performed by directors, executive
officers or senior officers of the Corporation and not, to any substantial
degree, by any other person with whom the Corporation has contracted.

CERTIFICATE

The contents and the distribution of this management proxy circular have been
approved by the Board.

DATED at Denver, Colorado, this 9th day of January, 2001.


                                           BY ORDER OF THE BOARD




                                           (Signed) David C. Frydenlund,
                                           Vice President, General Counsel
                                           and Corporate Secretary




                                       12
                        INTERNATIONAL URANIUM CORPORATION
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>d83240ex99-4.txt
<DESCRIPTION>FORM OF PROXY
<TEXT>

<PAGE>   1
                                                                       EXHIBIT 4

INTERNATIONAL URANIUM CORPORATION

FORM OF PROXY

THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE CORPORATION

ANNUAL MEETING OF SHAREHOLDERS
THURSDAY,  FEBRUARY 15, 2001

The undersigned shareholder of INTERNATIONAL URANIUM CORPORATION (the
"Corporation") hereby appoints LUKAS H. LUNDIN, the Chairman of the Board of the
Corporation, or failing him, RON F. HOCHSTEIN, President and Chief Executive
Officer of the Corporation, or failing him, WILLIAM A. RAND, a director of the
Corporation, OR INSTEAD OF ANY OF THE FOREGOING, _______________________________
as proxy of the undersigned, to attend, act and vote in respect of all common
shares registered in the name of the undersigned at the Annual Meeting of the
Shareholders of the Corporation to be held in Vancouver, British Columbia,
Canada on Thursday, the 15th day of February, 2001 (the "Meeting"), and at any
and all adjournments thereof, in the same manner, to the same extent and with
the same power as if the undersigned were personally present. Without limiting
the general powers hereby conferred, the said proxy is directed to vote as
follows:

                                        MANAGEMENT RECOMMENDS A VOTE FOR THE
                                        APPOINTMENT OF AUDITOR AND FOR THE
                                        ELECTION OF DIRECTORS.

                                        1. To reappoint PricewaterhouseCoopers
                                           LLP, Chartered Accountants, as the
                                           auditors of the Corporation for the
                                           ensuing year, at a remuneration to be
                                           fixed by the board of directors of
                                           the Corporation:

                                             [  ]  FOR      [  ]  WITHHOLD

                                        2. To elect each of management's
                                           nominees for directors, as set out in
                                           the accompanying Management Proxy
                                           Circular, as directors of the
                                           Corporation for the ensuing year:

                                             [  ]  FOR      [  ]  WITHHOLD

                                        3. To vote on such other business as may
                                           properly come before the meeting or
                                           any adjournments thereof.

For full details of each of the resolutions referred to above, please see the
accompanying Notice of Meeting and Management Proxy Circular. IF ANY AMENDMENTS
OR VARIATIONS TO THE MATTERS IDENTIFIED IN THE NOTICE OF MEETING ARE PROPOSED AT
THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, OR IF ANY OTHER MATTERS
WHICH ARE NOT NOW KNOWN TO MANAGEMENT SHOULD PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT OR ADJOURNMENTS THEREOF, THIS PROXY CONFERS DISCRETIONARY
AUTHORITY ON THE PERSON VOTING THE PROXY TO VOTE ON SUCH AMENDMENTS OR
VARIATIONS OR SUCH OTHER MATTERS IN ACCORDANCE WITH THE BEST JUDGMENT OF SUCH
PERSON.

A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON TO REPRESENT SUCH SHAREHOLDER
AND TO ATTEND AND ACT FOR SUCH SHAREHOLDER ON ITS BEHALF AT THE MEETING OR ANY
ADJOURNMENT THEREOF OTHER THAN THE NOMINEES DESIGNATED ABOVE AND MAY EXERCISE
SUCH RIGHT BY INSERTING THE NAME OF ITS NOMINEE IN THE SPACE PROVIDED ABOVE FOR
THAT PURPOSE.

              DATED this                     day of                      , 2001.
                         -------------------        ---------------------



                                        ----------------------------------------
                                                        Signature of Shareholder



                                        ----------------------------------------
                                              Name of Shareholder (please print)



                                        ----------------------------------------
                                                           Number of Shares Held


<PAGE>   2




                                 NOTES TO PROXY

1.   IN RESPECT OF PROXIES IN WHICH THE SHAREHOLDERS HAVE NOT SPECIFIED THAT THE
     PROXY NOMINEES ARE REQUIRED TO VOTE OR WITHHOLD FROM VOTING IN RESPECT OF
     THE ELECTION OF EACH OF MANAGEMENT'S NOMINEES FOR DIRECTORS AND THE
     REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS AT A REMUNERATION
     TO BE FIXED BY THE BOARD OF DIRECTORS OF THE CORPORATION, THE SHARES
     REPRESENTED BY PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN
     FAVOUR OF THE ELECTION OF EACH OF MANAGEMENT'S NOMINEES SET OUT IN THE
     MANAGEMENT PROXY CIRCULAR AS DIRECTORS OF THE CORPORATION AND IN FAVOUR OF
     THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS AT A
     REMUNERATION TO BE FIXED BY THE BOARD OF DIRECTORS OF THE CORPORATION.

2.   THE PROXY FORM MUST BE SIGNED AND DATED BY THE SHAREHOLDER OR THE
     SHAREHOLDER'S ATTORNEY AUTHORIZED IN WRITING, OR, IF THE SHAREHOLDER IS A
     CORPORATION, BY ANY OFFICER OR ATTORNEY DULY AUTHORIZED. IF THE PROXY FORM
     IS NOT DATED IN THE SPACE PROVIDED IT IS DEEMED TO BEAR THE DATE ON WHICH
     IT IS MAILED BY MANAGEMENT OF THE CORPORATION.

3.   Properly executed forms of proxy must be deposited with the Corporation's
     transfer agent not less than forty-eight (48) hours (excluding Saturdays
     and holidays) before the time of the meeting or any adjournment thereof, or
     with the Chairman of the meeting prior to the commencement of the meeting
     or any adjournment thereof. Please mail, fax or deliver your proxy to the
     Corporation's transfer agent at the following address:

                      COMPUTERSHARE INVESTOR SERVICES INC.
                          4th Floor, 510 Burrard Street
                           Vancouver, British Columbia
                                     V6C 3B9
                               Fax: (604) 683-3694

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>6
<FILENAME>d83240ex99-5.txt
<DESCRIPTION>RETURN CARD
<TEXT>

<PAGE>   1
                                                                       EXHIBIT 5

INTERNATIONAL URANIUM CORPORATION


SUPPLEMENTAL MAILING LIST RETURN CARD
(NATIONAL POLICY NO. 41)


The undersigned certifies that he/she is the owner of securities (other than
debt instruments) of INTERNATIONAL URANIUM CORPORATION (the "Corporation") and
requests that he/she be placed on the Corporation's Supplemental Mailing List in
respect of its interim financial statements.



NAME OF SHAREHOLDER:
                              --------------------------------------------------
                                              (Please Print)

ADDRESS:
                              --------------------------------------------------


                              --------------------------------------------------


SIGNATURE:
                              --------------------------------------------------

DATE:
                              --------------------------------------------------




NOTE:    IF YOU WISH TO BE INCLUDED IN THE CORPORATION'S SUPPLEMENTAL MAILING
         LIST IN ORDER TO RECEIVE ITS INTERIM FINANCIAL STATEMENTS, PLEASE
         COMPLETE AND RETURN THIS CARD TO:


                      COMPUTERSHARE INVESTOR SERVICES INC.
                          4TH FLOOR, 510 BURRARD STREET
                           VANCOUVER, BRITISH COLUMBIA
                                     V6C 3B9


         OR YOU MAY RETURN THIS CARD ALONG WITH YOUR PROXY IN THE ATTACHED
         ENVELOPE. AS THE SUPPLEMENTAL MAILING LIST WILL BE UPDATED EACH YEAR, A
         RETURN CARD WILL BE REQUIRED ANNUALLY IN ORDER TO REMAIN ON THE LIST.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
