Western Silver (WTC) 6-K Current report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2004

Western Silver Corporation

1550, 1185 West Georgia Street

Vancouver, BC Canada V6E 4E6

[The registrant files or will file annual reports under cover of Form 20-F or Form 40-F]

Form 20-F     [X]          Form 40-F     [  ]

[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]

SIGNATURE

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

Date: February 3, 2004

Western Silver Corporation

s/   Robert Gayton 

Robert Gayton, Corporate Secretary

WESTERN SILVER CORPORATION

1550 - 1185 WEST GEORGIA STREET

VANCOUVER, B.C.  V6E 4E6

NOTICE OF ANNUAL GENERAL AND EXTRAORDINARY MEETING OF MEMBERS

NOTICE IS HEREBY GIVEN that the 2004 Annual General and Extraordinary Meeting of Members of Western Silver Corporation (hereinafter called the "Company") will be held at the UBC room, Vancouver Club, 915 West Hastings St., Vancouver, British Columbia, on Thursday, the 4th day of March, 2004, at the hour of 2:30 p.m. (Vancouver time), for the following purposes:

1.

To receive the report of the directors;

2.

To receive the audited financial statements of the Company for the fiscal year ended September 30, 2003 (with comparative statements relating to the preceding fiscal periods) together with the report of the Auditors thereon;

3.

To appoint Auditors and to authorize the directors to fix their remuneration;

4.

To elect directors;

5.

To approve, subject to regulatory approval, an increase in the number of stock options issuable under the Company's 2002 Plan to 2,000,000, providing for up to approximately 10% of the Company's issued shares to be available to be issued as stock options to directors, officers, employees, consultants and others providing services to the Company, as more particularly described in the Company's Information Circular;

6.

To approve the Company's Shareholder Protection Rights Plan as more particularly described in the Company's Information Circular;

7.

To authorize additional equity private placements in accordance with The Toronto Stock Exchange guidelines; and

8.

To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.

Accompanying this Notice is the Company's 2004 Annual Report (containing the Directors' Report to Members and the Company's audited financial statements for the fiscal year ended September 30, 2003), an Information Circular, a form of Proxy and an Annual Return Card Form.  The accompanying Information Circular provides information relating to the matters to be addressed at the meeting and is incorporated into this Notice.

Members are entitled to vote at the meeting either in person or by proxy.  Those members who are unable to attend the meeting in person are requested to read, complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the Information Circular accompanying this Notice.  Please advise the Company of any change in your mailing address.

DATED at Vancouver, British Columbia, this 26th day of January, 2004.

BY ORDER OF THE BOARD OF DIRECTORS

"Dale Corman"

Dale Corman
Director and Chief Executive Officer

WESTERN SILVER CORPORATION

1550 - 1185 WEST GEORGIA STREET

VANCOUVER, B.C.  V6E 4E6

INFORMATION CIRCULAR

(Containing information as at and dated January 26, 2004)

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the management of Western Silver Corporation (the "Company") for use at the 2004 Annual General and Extraordinary Meeting of Members of the Company (and any adjournment(s) thereof) to be held on Thursday, March 4, 2004 at the time and place and for the purposes set forth in the accompanying Notice of Meeting.  While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the regular employees of the Company at nominal cost.  All costs of solicitation by management will be borne by the Company.

The contents and the sending of this Information Circular have been approved by the directors of the Company.

APPOINTMENT AND REVOCATION OF PROXIES

The individuals named in the accompanying form of proxy are directors and/or officers of the Company.  A MEMBER WISHING TO APPOINT SOME OTHER PERSON (WHO NEED NOT BE A MEMBER) TO REPRESENT SUCH MEMBER AT THE MEETING HAS THE RIGHT TO DO SO, EITHER BY STROKING OUT THE NAMES OF THOSE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY AND INSERTING THE DESIRED PERSON'S NAME IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY OR BY COMPLETING ANOTHER FORM OF PROXY.  To be effective, a proxy and any power of attorney or other authority under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited with Computershare Trust Company of Canada, Proxy Dept. 100 University Avenue 9^th Floor, Toronto Ontario M5J 2Y1 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the meeting or any adjournment(s) thereof.

A member who has given a proxy may revoke it by an instrument in writing executed by the member or by his attorney authorized in writing or, where the member is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the registered office of the Company, 1550 - 1185 West Georgia Street, Vancouver, British Columbia, V6E 4E6, at any time up to and including the last business day preceding the day of the meeting or, if adjourned, any reconvening thereof, or to the Chairman of the meeting on the day of the meeting or, if adjourned, any reconvening thereof or in any other manner provided by law.  A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF PROXIES

The shares represented by proxies will, on any poll where a choice with respect to any matter to be acted upon has been specified in the form of proxy, be voted or withheld from voting in accordance with the specification made.  SUCH SHARES WILL, ON A POLL, BE VOTED IN FAVOUR OF EACH MATTER FOR WHICH NO CHOICE IS OR BOTH CHOICES ARE SPECIFIED. SHARES REPRESENTED BY PROPERLY EXECUTED PROXIES IN FAVOUR OF PERSONS DESIGNATED IN THE ENCLOSED FORM OF PROXY WILL BE VOTED ON A POLL FOR THE ELECTION OF DIRECTORS AND THE APPOINTMENT OF AUDITORS AS STATED UNDER THOSE HEADINGS IN THIS INFORMATION CIRCULAR OR WITHHELD FROM VOTING IF SO INDICATED ON THE FORM OF PROXY.

THE ENCLOSED FORM OF PROXY WHEN PROPERLY COMPLETED AND DELIVERED AND NOT REVOKED CONFERS DISCRETIONARY AUTHORITY UPON THE PERSON APPOINTED PROXY THEREUNDER TO VOTE ON A POLL WITH RESPECT TO AMENDMENTS OR VARIATIONS OF

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MATTERS IDENTIFIED IN THE NOTICE OF MEETING, AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING.  In the event that amendments or variations to matters identified in the Notice of Meeting are properly brought before the meeting or any further or other business is properly brought before the meeting, it is the intention of the persons designated in the enclosed form of proxy to vote in accordance with their best judgment on such matters or business.  At the time of the printing of this Information Circular, the management of the Company knows of no such amendment, variation or other matter, which may be presented to the meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Authorized Capital:

100,000,000 Common shares without par value

Issued and Outstanding as

of the date of this

Information Circular:

38,533,281 Common shares without par value

Only members of record at the close of business on January 26, 2004 (the "Record Date") who either personally attend the meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above shall be entitled to vote or to have their shares voted at the meeting.

Each member is entitled to one vote for each common share registered in such member's name on the list of members, which is available for inspection during normal business hours at ComputerShare Investor Services Inc. and at the meeting.  At the meeting, on a show of hands, every member present in person shall have one vote and, on a poll, every member present in person or by proxy shall have one vote for each share held by such member.  Accordingly, shares represented by proxy will only be voted on a poll.

To the knowledge of the directors and senior officers of the Company, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Company.

ELECTION OF DIRECTORS

The directors of the Company are elected annually and hold office until the next Annual General Meeting of the members unless they cease to be directors before then. The Board of Directors presently consists of eight directors.  The number of directors of the Company has been determined by the directors, in accordance with the Articles of the Company at eight, subject to such increases as may be permitted by the Articles of the Company.  The management of the Company proposes the nomination of the persons listed below for election as directors of the Company for the ensuing year.

The persons named below will be presented for election at the meeting as management's nominees and the persons named in the accompanying form of proxy intend to vote for the election of these nominees.  Management does not contemplate that any of these nominees will be unable to serve as a director.

Pursuant to Section 111 of the Company Act (British Columbia), Advance Notice of the Annual General & Extraordinary Meeting was published in The Province newspaper on January 8, 2004.

In the following table and notes thereto is stated the name of each person proposed to be nominated by management for election as a director, the country in which he is ordinarily resident, all offices of the Company now held by him, his principal occupation, the period of time for which he has been a director of the Company, and the number of common shares of the Company beneficially owned by him, directly or indirectly, or over which he exercises control or direction, as at the date hereof.

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Name, Position and Country of Residence(1)	Principal Occupation and, If Not at Present an Elected Director, Occupation During the Past 5 Years(1)	Director or Officer Since	Number of Shares(2)
Dale Corman Director, Chairman of the Board and Chief Executive Officer U.S.A.	Chairman of the Board and Chief Executive Officer of the Company	October 31, 1995	375,000
Thomas C. Patton Director, President and Chief Operating Officer USA	President and Chief Operating Officer of the Company	January 1, 1998	81,000
Lee Bilheimer Director Canada	Engineering consultant since 1994; formerly Vice-President Construction, Teck Corporation	July 25, 1997	Nil
Lawrence Page, Q.C. Director and Secretary Canada	Lawyer, Secretary of the Company	January 28, 1997	Nil
David Williams(3) Director Canada	Manager of Roxborough Holdings Limited, a private holding company, since 1995	August 10, 2003	374,800
Klaus Zeitler(3) Director Canada	Retired, formerly Senior Vice-president, Teck Cominco Limited	September 18, 2000	Nil
Robert Gayton, FCA(3) Director Canada	Chartered Accountant; Vice-President Finance of the Company (1995 to Jan. 2004); financial consultant to the mineral exploration and technology industries since 1990	January 21, 2004	15,000
William Jacobs Proposed Director U.S.A.	Senior corporate executive with The New Power Company, a NYSE listed electricity marketer (2000 - 2002) and MasterCard International (1995 - 2000)	Proposed	Nil

NOTES:

(1)

The information as to country of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective nominees individually.

(2)

The information as to shares beneficially owned or over which a nominee exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective nominee individually.

(3)

Denotes member of Audit Committee.

At present the Company does not have an executive committee.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

A statement of the Company's Corporate Governance practices is set out in detail in the Company's 2004 Annual Report and in the document entitled "Statement of Corporate Governance Practices" at the end of this information circular.

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EXECUTIVE COMPENSATION

"Named Executive Officers" means the Chief Executive Officer ("CEO") of the Company, regardless of the amount of compensation of that individual, each of the Company's four most highly compensated executive officers, other than the CEO, who were serving as executive officers at the end of the most recent fiscal year and whose total salary and bonus amounted to $100,000 or more.  In addition, disclosure is also required for any individuals whose total salary and bonus during the most recent fiscal year was $100,000 whether or not they are executive officers at the end of the fiscal year.

At the end of the Company's most recently completed financial year, the Company had two Named Executive Officers: Dale Corman, the Company's Chief Executive Officer and Chairman of the Board and Thomas C. Patton, the Company's President and Chief Operating Officer.  The following table sets forth the compensation awarded, paid to or earned by the Company's Named Executive Officers during the financial years ended September 30, 2003, 2002 and 2001:

Summary Compensation Table

Name and Principal Position	Year(1)	Salary ($)	Bonus ($)	Other Annual Compen- sation ($)	Securities Under Options/ SARs(2) Granted (#)	Restricted Shares or Restricted Share Units ($)	LTIP(3) Payouts ($)	All Other Compen- sation ($)
Dale Corman Chairman and CEO	2003 2002 2001	Nil Nil Nil	Nil Nil Nil	144,000 (4) 150,176 (4) 146,455 (4)	650,000 400,000 300,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Thomas Patton President and COO	2003 2002 2001	9,600 9,600 9,616	Nil Nil Nil	140,400 (5) 96,760 (5) 100,457(5)	300,000 200,000 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

(1)

Ended September 30

(2)

The Company has not issued any stock appreciation rights

(3)

The Company does not have any long-term incentive plan

(4)

Paid by the Company pursuant to the terms of a consulting agreement with Dale Corman

(5)

Paid by the Company pursuant to the terms of a consulting agreement with T.C. Patton Consulting, a sole proprietorship controlled by Thomas C. Patton

Long Term Incentive Plan Awards

Long term incentive plan awards ("LTIP") means "any plan providing compensation intended to serve as an incentive for performance to occur over a period longer than one financial year whether performance is measured by reference to financial performance of the Company or an affiliate, or the price of the Company's shares but does not include option or stock appreciation rights plans or plans for compensation through restricted shares or units".  The Company does not have any LTIP.

Stock Appreciation Rights

Stock appreciation rights ("SAR's") means a right, granted by an issuer or any of its subsidiaries as compensation for services rendered or in connection with office or employment, to receive a payment of cash or an issue or transfer of securities based wholly or in part on changes in the trading price of the Company's shares.  No SAR's were granted to or exercised by the Named Executive Officer or directors during the most recently completed financial year.

Options/SAR Grants During the Most Recently Completed Financial Year

The following table sets forth information concerning grants of stock options pursuant to the rules and policies of The Toronto Stock Exchange (the "TSX") and, in accordance with the provisions of the

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Company's amended 1996 Stock Option Plan, 1998 Stock Option Plan, 2000 Stock Option Plan, and 2002 Stock Option Plan during the financial year ended September 30, 2003 to the Named Executive Officers and to the directors who were not Named Executive Officer:

Name	Securities Under Options Granted (#)	% of Total Options Granted to Employees in Fiscal Year	Exercise Price(1) ($/Security)	Market Value of Securities Underlying Options on Date of Grant ($/Security)	Expiration Date
Directors who are not Named Executive Officers	100,000	20.9%	$4.21	$4.21	September 24, 2008

(1)

The exercise price of stock options is set at not less than 100% of the market value of a Common Share of the Company on the day immediately preceding the date of grant.  The exercise price of a stock option may only be adjusted in the event that specified events cause dilution of the Company's share capital.

Aggregated Option Exercises in Last Fiscal Year and   

Fiscal Year-End Option Values

The following table (presented in accordance with the requirements of the British Columbia Securities Act) sets forth details of all exercises of stock options during the fiscal year ended September 30, 2003 by the Named Executive Officers and directors who were not Named Executive Officers and the fiscal year-end value of unexercised options on an aggregated basis:

Name	Securities Acquired on Exercise (#)(1)	Aggregate Value Realized ($)(2)	Unexercised Options at Fiscal Year-End (#) Exercisable/ Unexercisable	Value of Unexercised In-the-Money Options at Fiscal Year-End ($)(3) Exercisable/ Unexercisable
Thomas C. Patton	100,000	$181,500	300,000/Nil	$1,085,000/Nil
Dale Corman	250,000	$457,600	650,000/Nil	$2,217,500/Nil
Directors who are not Named Executive Officers	310,000	$641,950	570,000/Nil	$1,403,100/Nil

(1)

Number of Common Shares of the Company acquired on the exercise of stock options.

(2)

Calculated using the closing prices for a board lot of Common Shares of the Company on the TSX on the date of exercise.

(3)

Value using the closing price of Common Shares of the Company on the TSX on September 30, 2003 of $4.95 per share, less the exercise price per share.

Pension Plans

The Company does not provide retirement benefits for directors or executive officers.

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Termination of Employment, Change in Responsibilities and Employment Contracts

Other than as noted under the heading "Interest of Insiders in Material Transactions" herein, the Company has no plans or arrangements in respect of remuneration received or that may be received by and Named Executive Officer in the Company's most recently completed financial year in respect of compensating such officer in the event of termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities following a change of control, where the value of such compensation exceeds $100,000 per executive officer.  

Compensation of Directors

Other than as noted under the headings "Option Grants During the Most Recently Completed Financial Year" and "Interest of Insiders in Material Transactions", during the most recently completed financial year, the directors of the Company did not receive any compensation from the Company in their capacity as directors.

Composition of the Compensation Committee

The Company does not have a compensation committee.  The Board reviews compensation issues periodically and considers matters relating to compensation of directors, senior officers, employees and contractors through consulting contracts and stock option grants.  

Report on Executive Compensation

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

Compensation for the 2003 and prior fiscal years has historically been based upon negotiated consulting contracts, with stock options being issued as an incentive for performance.  The shareholders have approved a number of stock option plans pursuant to which the Board has granted stock options to executive officers.  The stock option plans allow compensation of participants while providing additional incentive to work toward long term Company performance.  The stock option plans have been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as their impact and/or contribution to the longer-term operating performance of the Company.  In determining the number of options to be granted to the executive officers, the Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSX, and closely align the interests of the executive officers with the interests of shareholders.

Named Executive Officers

The amounts of the compensation paid to the Named Executive Officers are determined by the Board on the basis of the value of the benefit derived from the Company from the input and presence of the Named Executive Officers.

Directors: Lee Bilheimer, Dale Corman, Lawrence Page, Q.C., Thomas C. Patton, Klaus Zeitler, David Williams, Robert Gayton, Michael Halvorson.

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PERFORMANCE GRAPH

The following graph compares the yearly percentage change in the cumulative total shareholder return on the common shares of the Company, for the last five years, with the cumulative total return of the TSX 300 composite index. The common share trading data is as reported by the TSX. The value for each year represents the closing price as of September 30 on that year.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS TO THE COMPANY

No director or senior officer of the Company, no proposed management nominee for election as a director of the Company and no associate or affiliate of any such director, senior officer or proposed nominee is or has been indebted to the Company or any of its subsidiaries at any time during the Company's last completed financial year, other than routine indebtedness.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

Stock Options

During the financial year ended September 30, 2003, there were 100,000 options to purchase shares granted to insiders of the Company pursuant to the terms of the Company's Stock Option Plans. Subsequent to year end, no options to purchase Common Shares were granted to insiders. In accordance with the terms of the Stock Option Plans, the aggregate number of Common Shares reserved for issuance to any one person cannot exceed 5% of the outstanding Common Shares of the Company, the option exercise price is calculated by the Board of Directors based on the closing price of the Common shares on The Toronto Stock Exchange on the day preceding the date of grant.  

Management Agreements

By Consulting Agreement made effective October 1, 2002 Dale Corman was retained by the Company for a period of 24 months to provide business, geological and mining consulting services to the Company and act as its Chief Executive Officer for a two year term at an annual fee of $150,000.  In the event of the election or appointment of a majority of new directors of the Company, or the acquisition by any person and such person's affiliates or associates of 20% or more of the outstanding common shares of the Company (collectively referred to in the Consulting Agreement as a change of control), Dale Corman has the right to terminate the Consulting Agreement whereupon he will be entitled to receive payment from the Company of an amount equal to 50% of the compensation otherwise payable during the unexpired term of the Consulting Agreement.  

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By Employment Agreement made effective October 1, 2002, the Company employed Thomas C. Patton as its President for a 24 month term at an annual salary of $9,600, payable at a monthly rate of $800 per month.  In the event of the election or appointment of a majority of new directors of the Company, or the acquisition by any person and such person's affiliates or associates of 20% or more of the outstanding common shares of the Company (collectively referred to in the Agreement as a change of control), Mr. Patton has the right to terminate the Employment Agreement whereupon he will be entitled to receive payment from the Company of an amount equal to 50% of the compensation otherwise payable during the unexpired term of the Employment Agreement.  

By Consulting Agreement made effective October 1, 2002, the Company retained T.C. Patton Consulting, a mining consultant sole proprietorship controlled by Thomas C. Patton, President of the Company since January 1, 1998, to provide business, geological and mining consulting services to the Company, for a 24 month term at an annual fee of $140,400 payable at the rate of $11,700 per month against invoices for services actually performed.  In the event of the election or appointment of a majority of new directors of the Company, or the acquisition by any person and such person's affiliates or associates of 20% or more of the outstanding common shares of the Company (collectively referred to in the Agreement as a change of control),T.C. Patton Consulting has the right to terminate the Consulting Agreement whereupon he will be entitled to receive payment from the Company of an amount equal to 50% of the compensation otherwise payable during the unexpired term of the Consulting Agreement.

Other than as set forth in this Information Circular and other than transactions carried out in the ordinary course of business of the Company or any of its subsidiaries, none of the directors or senior officers of the Company, no proposed management nominee for election as a director of the Company, no member beneficially owning shares carrying more than 10% of the voting rights attached to the shares of the Company and no associate or affiliate of any of the foregoing persons had since October 1, 2002 (being the commencement of the Company's last completed financial year) any material interest, direct or indirect, in any transactions which materially affected or would materially affect the Company or any of its subsidiaries.

APPOINTMENT OF AUDITORS

Unless such authority is withheld, the persons named in the accompanying proxy intend to vote for the reappointment of PricewaterhouseCoopers LLP, Chartered Accountants as auditors of the Company and to authorize the directors to fix their remuneration. PricewaterhouseCoopers LLP were first appointed auditors of the Company on March 27, 1986.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Information Circular, no person who has been a director or senior officer of the Company at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting other than the election of directors and as set out under the heading "Particulars of Other Matters to be Acted Upon".

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Stock Option Plan Amendment

At the meeting, the members will be asked to approve an amendment to the Company's 2002 Stock Option Plan (the "Plan").  The Plan was approved by the shareholders of the Company at the 2002 Annual and Extraordinary meeting, at which time the aggregate number of Common shares proposed to be reserved for issuance under the Plan was set at 1,300,000 Common shares.  The proposed amendment provides for an increase in this number to 2,000,000 Common shares.  Together with the 3,253,500 stock options currently outstanding under the Company's stock option plans, the Company would then be authorized to issue up to 10% of its authorized capital as stock options.

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The Company currently has 38,513,281 shares outstanding, and has the following stock options outstanding under each of its existing stock option plans:

Date of Plan	Options outstanding
1996 (Amended)	8,000
1999	590,000
2000	1,477,000
2002	1,178,500
TOTAL

The purpose of the Plan is to provide certain directors, officers and key employees of, and certain other persons who provide services to, the Company and its subsidiaries with an opportunity to purchase Common shares of the Company and benefit from any appreciation in the value thereof.  This will provide an increased incentive for these individuals to contribute to the future success and prosperity of the Company, thus enhancing the value of the Common shares for the benefit of all the shareholders and increasing the ability of the Company and its subsidiaries to attract and retain skilled and motivated individuals in the service of the Company.  The aggregate number of Common shares reserved for issuance to any one person under the Plan must not exceed 5% of the outstanding Common shares (on a non-diluted basis).

Under the Plan, the option price shall be calculated by the Board of Directors of the Company based on the closing price of the Common shares on The Toronto Stock Exchange on the day preceding the date of grant.  An option must be exercised within a period of ten years from the date of granting.  Within this ten year period, the Board of Directors of the Company may determine the limitation or vesting period during which an option may be exercised.  Any further amendment to the Plan requires the approval of The Toronto Stock Exchange and may require shareholder approval.

In accordance with the terms of the Plan, this amendment to the Plan is subject to the approval of The Toronto Stock Exchange and the approval of the Company's shareholders. Under the policies of The Toronto Stock Exchange, such approval must be given by "disinterested shareholder vote", being a majority of votes cast at the meeting other than votes attaching to securities beneficially owned by insiders of the Company to whom shares may be issued pursuant to such grants, and associates of such persons, if the grants of stock options to insiders of the Company, together with any other proposed stock options or stock option plans (among other things) involving the issuance or potential issuance of shares of the Company to one or more employees, insiders of the Company or any of its subsidiaries or any other person or company engaged to provide ongoing management or consulting services for the Company or any entity controlled by the Company, could result, at any time, in:

a)

the number of shares reserved for issuance pursuant to stock options granted to insiders of the Company exceeding 10% of the outstanding issue;

b)

the issuance to insiders of the Company, within a one-year period, of a number of shares exceeding 10% of the outstanding issue; or

c)

the issuance to any one insider of the Company and such insider's associates, within a one-year period, of a number of shares exceeding 5% of the outstanding issue;

or in the case where insiders who are not directors or senior officers of the Company are receiving stock options as consultants of the Company.

At the meeting, the shareholders will be asked to approve, by disinterested shareholder vote, the amendment to the Plan.

To the knowledge of the Company, 848,800 shares of the Company are beneficially owned by insiders of the Company to whom shares may be issued pursuant to grants of stock options and their associates and, accordingly, such shares so beneficially owned will not be counted for purposes of approving the amendment to the Plan.

If shareholder approval of the amendment to the Plan is not obtained, the Company will not proceed to amend the Plan.

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The term "insiders" is defined in the Securities Act (British Columbia) and generally includes directors and senior officers of the Company and its subsidiaries, the five highest paid employees and holders of greater than 10% of the voting securities of the Company.

The Plan will be available for inspection at the meeting.  The directors recommend that the members approve the amendment to the Plan.

Shareholder Protection Plan

Introduction

On December 11, 2003, the Board of Directors of the Company adopted a shareholder rights plan (the "Rights Plan"). The Rights Plan is currently effective, but is subject to confirmation by the shareholders of the Company at the meeting. Members will be asked to consider and, if thought fit, pass an ordinary resolution confirming, ratifying and approving the Rights Plan and all Rights issued pursuant to the Rights Plan. The text of the resolution is as follows:

"BE IT RESOLVED THAT the Rights Plan adopted by the Board of Directors of the Company on December 11, 2003, on the terms set out in the Shareholder Rights Plan Agreement dated as of December 11, 2003 between the Company and Computershare Trust Company of Canada, as Rights Agent, and all Rights issued pursuant to such Rights Plan, are hereby confirmed, ratified and approved."

If the foregoing resolution is not passed by the members at the meeting, the Rights Plan will terminate. The Rights Plan has a term of five years and will expire at the close of business on the fifth anniversary of the Rights Plan, unless the Rights are earlier redeemed. The Rights Plan is similar to plans adopted recently by several other Canadian companies and approved by their shareholders. Approval of the Rights Plan by shareholders is required by The Toronto Stock Exchange.

A copy of the agreement which gives effect to the Rights Plan (the "Rights Agreement") is available for review during normal business hours at the business office of the Company, 1550 - 1185 West Georgia Street, Vancouver, B.C., V6E 4E6. Capitalized terms used in this Information Circular in relation to the Rights Plan, that are not otherwise defined, have the same meaning given to them in the Rights Agreement.

Directors' Recommendations

The Board has determined that the Rights Plan is in the best interests of the Company and its shareholders and unanimously recommends that members vote in favour of the Rights Plan.

Background and Purpose of the Rights Plan

The Rights Plan is designed to encourage the fair treatment of the Company's shareholders in connection with any take-over offer for the Company. The Rights Plan will provide the Board and the shareholders with more time to fully consider any unsolicited take-over bid for the Company without undue pressure, to allow the Board to explore and develop, if appropriate, other alternatives to maximize shareholder value and to allow additional time for competing bids to emerge. It is not intended to deter or prevent take-over bids.  Take-over bid contests for corporate control provide a singular opportunity for shareholders to obtain a one-time gain. After the acquisition of effective control, the opportunity for this one-time gain normally does not re-occur. Like most companies, control of the Company can probably be secured through the ownership of much less than 50% of the shares. Without a shareholder rights plan, it would be possible for a bidder to acquire effective control, over a relatively short period of time, through open market and private purchases, using various techniques permitted under the securities legislation in Canada, without making a bid available to all shareholders. Such acquisition of control would probably be an effective deterrent to other potential offerors. The person acquiring control would probably, over a period of time, be able to consolidate and increase its control without the price for control ever being tested through an open market auction. Shareholder rights plans are designed to prevent this occurrence by forcing all acquisitions of control into a public offer mode.

A public offer will not necessarily achieve all of the objectives of ensuring the maximum value to shareholders. Securities legislation in Canada requires a take-over bid to remain open for only 35 days.

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The Board does not believe that this period is sufficient to permit the Board to determine whether there may be alternatives available to maximize shareholder value or whether other bidders may be prepared to pay more for the Company's shares than the offeror. The Rights Plan is intended to provide time to shareholders to properly assess any take-over bid and to provide the Board with sufficient time to pursue alternatives for maximizing shareholder value, including, if considered appropriate, identifying and locating other potential bidders. The Ontario Securities Commission has concluded in recent decisions relating to rights plans that a target company's board will not be permitted to maintain a rights plan solely to prevent a successful bid, but only so long as the board is actively seeking alternatives to a take-over bid and there is a real and substantial possibility that it can increase shareholder choice and maximize shareholder value.

The Rights Plan is not being proposed in response to, or in anticipation of, any acquisition or take-over bid and is not intended to prevent a take-over of the Company, to secure continuance of current management or the directors in office or to deter fair offers for the common shares of the Company. The Rights Plan does not inhibit any shareholder from using the proxy mechanism set out in the Company Act (British Columbia) to promote a change in the management or direction of the Company. The Rights Plan may, however, increase the price to be paid by a potential offeror to obtain control of the Company and may discourage certain transactions.

The Rights Plan does not affect in any way the financial condition of the Company. The initial issuance of the Rights is not dilutive and will not affect reported earnings or cash flow per share until the Rights separate from the underlying common shares and become exercisable. The adoption of the Rights Plan will not lessen or affect the duty of the Board to act honestly and in good faith and in the best interests of the Company. The Rights Plan is designed to provide the Board with the means to negotiate with an offeror and with sufficient time to seek out and identify alternative transactions on behalf of the Company's shareholders.

Terms of the Rights Plan

The following is a summary of the terms of the Rights Plan. This summary is qualified in its entirety by the Rights Agreement.

General

To implement the Rights Plan, one Right has been issued by the Company pursuant to the Rights Agreement in respect of each common share outstanding at 4:00 p.m. (Vancouver time) on December 11, 2003 (the "Record Time"). One Right also will be issued for each additional common share issued after the Record Time. Each Right will entitle the holder to purchase from the Company one common share at a price of $100 per share, subject to certain anti-dilution adjustments. The Rights will not be exercisable, however, until the Separation Time (defined below). If a Flip-in Event (defined below) occurs, each Right will entitle the holder to purchase, for $100, common shares having a market value of $200.

Trading of Rights

The issuance of Rights will not change the manner in which shareholders currently trade their common shares. Shareholders do not have to return their certificates in order to have the benefit of the Rights.  Until the Separation Time, the Rights will be evidenced by the certificates for outstanding common shares and the Rights will be transferred with, and only with, the common shares. After the Separation Time, the Rights will become exercisable, will be evidenced by separate Rights certificates and will be transferable separately from the common shares.

Separation Time

The Rights will separate and trade apart from the common shares and become exercisable after the Separation Time. The "Separation Time" generally means the close of business on the eighth trading day after the earlier of:

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(a)

the date of the commencement of, or first public announcement of the intent of a person to commence, a take-over bid (other than a Permitted Bid or a Competing Permitted Bid) to acquire beneficial ownership of 20% or more of the voting shares of the Company; and

(b)

the date of the first public announcement that a person has become an Acquiring Person by acquiring 20% or more of the voting shares of the Company.

Flip-in Event

Under the Rights Agreement, a Flip-in Event will occur when a person becomes an Acquiring Person otherwise than under a Permitted Bid. Upon the occurrence of a Flip-in Event:

(a)

each Right (other than Rights which are void) will entitle the holder to purchase, by payment of $100, common shares having a market value of $200; and

(b)

any Rights beneficially owned by the Acquiring Person and affiliates, associates and transferees of the Acquiring Person or any person acting jointly or in concert with the Acquiring Person will become void.

Accordingly, a Flip-in Event that is not approved by the Board will result in significant dilution to an Acquiring Person.

Permitted Bids

Permitted Bids are exempted from the operation of the Rights Plan. In summary, a "Permitted Bid" is a take-over bid made by way of take-over bid circular and which also complies with the following requirements:

(a)

the bid is made to all holders of voting shares of the Company and for all outstanding voting shares;

(b)

the take-over bid must be open for a least 60 days and more than 50% of the outstanding voting shares of the Company (other than shares beneficially owned by the offeror on the date of the bid) must be deposited under the bid and not withdrawn before any shares may be taken and paid for;

(c)

voting shares may be tendered at any time during such 60 day period and may be withdrawn until taken up and paid for; and

(d)

if more than 50% of the voting shares are so deposited and not withdrawn, a public announcement of such fact must be made and the bid must remain open for a further period of 10 business days.

If an offeror successfully completes a Permitted Bid, the Rights Plan provides that the Rights will be redeemed at $0.0001 per Right.  A Permitted Bid, even if not approved by the Board, may be taken directly to the shareholders of the Company. Shareholders of the Company will initially have 60 days to deposit their shares. If more than 50% of the outstanding common shares of the Company (other than common shares beneficially owned by the offeror on the date of the take-over bid) have been deposited and not withdrawn by the end of the such 60-day period, the Permitted Bid must be extended for a further period of 10 days to allow initially disapproving shareholders to deposit their shares if they so choose.

Waiver and Redemption

The Board may waive the application of the Rights Plan to any Flip-in Event if it determines that a person became an Acquiring Person by inadvertence, conditional upon such person having, within 10 days after the determination by the Board, reduced its beneficial ownership of shares such that it is no longer an Acquiring Person. The Board may also, until a Flip-in Event has occurred, waive the application of the Rights Plan to any particular Flip-in Event, but in that event, the Board must waive the application of the Rights Plan to any other Flip-in Event occurring after the initial waiver. Furthermore, the Board may, with

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shareholder approval, at any time prior to the occurrence of a Flip-in Event, elect to redeem all of the outstanding Rights at a redemption price of $0.0001 per Right.

Amendments

The Board may supplement or amend the Rights Agreement to correct clerical or typographical errors or to maintain the validity of the Rights Plan as a result of a change in law or to increase or decrease the exercise price. Any amendments required to maintain the validity of the Rights Plan must, however, be submitted to the shareholders of the Company or, after the Separation Time, to the holders of the Rights for confirmation.

Other amendments can only be made with the approval of the shareholders of the Company or, after the Separation Time, the holders of the Rights. Supplements or amendments to the Rights Plan will require the prior written consent of The Toronto Stock Exchange, as necessary.

Shareholders' Approval

In order for the Rights Plan to be confirmed, ratified and approved, the resolution must be passed by a majority of the votes cast by the holders of common shares who vote in respect thereof.

The persons named as proxies in the enclosed form of proxy intend to cast the votes represented by proxy in favour of the resolution confirming, ratifying and approving the Rights Plan and Rights issued pursuant to the Rights Plan unless the member who has given such proxy has directed that the votes be cast otherwise.

Approval of Private Placements

In order for the Company to raise funds to expand its activities, the Company may require further equity funding, which would be raised under one or more private placements.  At the meeting, members will be asked to approve a resolution authorizing the directors of the Company to enter into one or more private placements in the 12 month period following the meeting to issue additional common shares of the Company, or securities exchangeable into common shares of the Company (collectively referred to as "shares") to subscribers who are substantially at arm's length to the Company.  Pursuant to the rules and policies of the TSX, shareholder approval is required for issuances of shares by private placement of more than 25% of the number of shares, which are currently outstanding (on a non-diluted basis) in any six month period.  Accordingly, it is prudent to have authority for such private placements at the present time to save the time and expense of seeking shareholder approval at future special meetings of shareholders.

It is not the present intention of management to issue the entire number of shares authorized pursuant to the proposed resolution.  The private placements will be negotiated only if management believes the subscription price is reasonable in the circumstances and if the funds are required by the Company to conduct and/or expand its activities.  The issuance of shares pursuant to these private placements will not materially affect the control of the Company.  Each such private placement will be made in accordance with applicable by-laws and rules of the TSX, which require the approval of the TSX prior to completion of each individual private placement.  These rules provide that private placements be priced at the closing price on the day prior to the notice of the private placement, subject to prescribed discounts as set forth below:

Market Price	Maximum Discount
$0.50 or less	25%
$0.51 to $2.00	20%
Above $2.00	15%

As well, warrants may accompany shares issued under the private placement where such warrants are priced at or above market and do not exceed the number of shares issued under the private placement.

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Paragraph 620 of the TSX Company Manual (the "Manual") provides that, without shareholder approval, the total number of shares of a listed company which are issued or subject to issuance pursuant to private placement transactions during any six month period must not exceed 25% of the number of shares of the Company which are outstanding prior to giving effect to such transactions.  Members are being asked, therefore, to pass a resolution authorizing additional private placements, which would take place within one year of the date of the meeting.  Such future private placements will be subject to the following terms:

1.

All of the private placement financings will be carried out in accordance with the guidelines of the TSX and specifically in accordance with paragraphs 619 and 622 of the Manual.

2.

The private placements will not result in additional shares of the Company being issued in any amount exceeding the current number of issued and outstanding common shares (in the aggregate) of the Company, will be substantially with subscribers who are at arm's length to the Company and will not materially affect the control of the Company.

The resolution with respect to private placement financings requires confirmation by a majority of the votes cast thereon at the meeting.  In the event the resolution is not passed, the Company will not proceed with any private placement that requires shareholder approval under the rules of the TSX unless and until such shareholder approval is received.

The text of the resolution to be submitted to the shareholders at the meeting is set forth below.

"BE IT RESOLVED THAT:

1.

the directors of the Company be and are hereby authorized and directed to arrange from time to time, additional private placements in the capital of the Company, subject to the following terms:

(a)

all private placement financings will be carried out by the Company in accordance with the guidelines of the Toronto Stock Exchange and specifically paragraphs 619 and 622 of The Toronto Stock Exchange Company Manual; and

(b)

the future private placements will not result in additional common shares of the Company being issued in an amount exceeding the current number of issued and outstanding common shares in the aggregate of the Company, will be substantially with subscribers who are at arm's length to the Company and will not materially affect control of the Company."

It is not known whether any other matter will come before the Meeting other than those set forth above and in the Notice of Meeting, but if such should occur the persons named in the accompanying form of Proxy intend to vote on them in accordance with their best judgement.

BOARD APPROVAL

The Notice of Annual General and Extraordinary Meeting dated January 26, 2004 and this Information Circular and accompanying Form of Proxy have been approved by the Board of Directors of the Company for mailing to members.

DATED at Vancouver, British Columbia, this 26th day of January, 2004.

BY ORDER OF THE BOARD OF DIRECTORS

"Dale Corman"

Dale Corman

Director and Chief Executive Officer

WESTERN SILVER CORPORATION

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The following table describes the Company's approach to corporate governance with reference to the specifically enumerated Guidelines of the Toronto Stock Exchange (TSX).

TSX Corporate Governance Guidelines	Western Silver Corporation's Approach
1. The Board should explicitly assume responsibility for stewardship of the Company and, as part of the overall stewardship, assume responsibility for:	The mandate of the Board is to supervise the management of the business and affairs of the Company. The Board's principal responsibilities are to supervise and evaluate management, to oversee the conduct of the Company's business, to set policies appropriate for the business of the Company and to approve corporate strategies and goals.  The Board is to carry out its mandate in a manner consistent with the fundamental objective of enhancing shareholder value.  Every director is required to act honestly and in good faith in the best interests of the Company and to exercise the care, diligence and skill of a reasonably prudent person.   Responsibilities not delegated to senior management or to a committee of the Board remain those of the full Board.  Prior approval by the Board is also required in many specific instances under the Company Act (British Columbia), securities legislation and the rules and policies of the TSX and American Stock Exchange.
(a) adoption of a strategic planning process	The Board is responsible for reviewing and approving the strategic plan as prepared by management.  The Board has delegated the day-to-day management of the business and affairs of the Company to the senior management of the Company, subject to compliance with strategic and capital plans approved from time to time by the Board.
(b) identification of principal risks and implementation of appropriate systems to manage those risks	The Board, through the Audit Committee, is responsible for identifying the principal risks of the Company and ensuring that risk management systems are implemented.  The principal risks of the Company are those related to fluctuating financial markets and metal prices, risk of obtaining and maintaining secure title to mineral properties and changing government regulation. The Audit Committee meets regularly to review reports and discuss significant risk areas with the external auditors.
(c) succession planning, including appointing, training and monitoring management	The Board is responsible for choosing the president and CEO, appointing senior management and for monitoring their performance.  The Board approves the president and CEO 's corporate objectives and compensation.  The Board also ensures that processes are in place to recruit senior managers with the highest standards of integrity and competence.
(d) a communications policy	The Board as a whole is responsible for ensuring disclosure is made pursuant to an appropriate communications policy governing the timeliness and content of the Company's major communications, as required by securities laws and stock exchange policy.

- - 2 -

	(e) the integrity of internal control and management information systems	The Board, through its Audit Committee, examines the effectiveness of the Company's internal control processes and management information systems. The Board consults with the Company's auditor and management of the Company to ensure the integrity of these systems.
	2. The Board should be constituted with a majority of individuals who qualify as unrelated directors. An unrelated director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director's ability to act with a view to the best interests of the Company.	The Board of the Company is currently composed of eight directors, four of whom are unrelated.
	3. The Board is required to disclose on an annual basis whether the Board has a majority of unrelated directors and the analysis of the application of the principles supporting this conclusion.	The Board of the Company is currently composed of eight directors, five outside directors, being directors who are not officers or employees of the Company, and three inside directors.  The Board has further determined that of its five outside directors, four are unrelated directors: Klaus Zeitler, David Williams, Robert Gayton and Michael Halvorson.  One outside director, Lee Bilheimer, provides services to the Company on a consulting basis and is therefore a related director.  The three inside directors, Dale Corman, Thomas Patton and Lawrence Page, Q.C., being officers, are by definition also related directors.
4. The Board should appoint a committee, the majority of whom are unrelated directors, with responsibility for proposing new nominees to the Board and assessing directors.			The Company has a Nominating Committee consisting of Dale Corman, David Williams and Klaus Zeitler.  This committee is responsible for proposing new nominees to the Board.  A majority of its members are outside and unrelated directors. This committee is also responsible for the ongoing assessment of directors. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, show support for the Company 's strategic objectives, and a willingness to serve.
5. Every Board should implement a process for assessing the effectiveness of the Board as a whole, the Board's committees and individual directors.			It is the responsibility of the Chairman of the Board and the Nominating Committee to ensure the effective operation of the Board.  The Chairman meets with directors to discuss the effectiveness of the processes the Board follows and the quality of information provided to the directors by management.
6. Every Company should provide an orientation and education program for new recruits to the Board.			While no documented orientation and education programs are in place, past appointments of new directors have occurred relatively infrequently, allowing the Company to provide orientation and education to new directors as needed.  Prior to official appointment, new directors are provided with considerable information regarding the industry and the Company.
7. Every Board should examine its size and, where appropriate, undertake a program to reduce the number of directors.			The Board considers this guideline on an annual basis and has determined eight as a reasonable number of members for the Board of the Company at this time.  The members of the Board of Directors have been chosen on the basis of their skill, expertise and experience in the mining industry and other businesses as well as their ability to actively contribute on a broad range of issues.
8. The Board should review the compensation of directors to ensure it adequately reflects the responsibilities and risks involved in being an effective director.			The Board of Directors reviews directors' compensation on an ongoing basis.  The Board takes into account the types of compensation and the amounts paid to directors of comparable publicly traded Canadian companies.
9. Committees of the Board should generally be composed of outside directors, a majority of whom are unrelated directors.			The Board has established two committees: the Audit Committee and the Nominating Committee.  The Board of Directors is in the process of implementing a Corporate Governance Committee.  The Audit Committee is comprised of Robert Gayton, David Williams, and Klaus Zeitler, all of whom are outside and unrelated directors.  The Nomination Committee is discussed in Guideline 4.
10. Every Board should expressly assume responsibility for, or assign to a committee, the general responsibility for, developing the Company's approach to governance issues.			The Board of Directors is creating a Corporate Governance Committee and is developing and implementing the Company's approach to governance issues in the form of a Corporate Governance Policy and a Code of Ethics. This committee will consider best practices among major Canadian companies to ensure the Company continues to carry out high standards of corporate governance.
11. The Board, together with the CEO, should develop position descriptions for the Board and for the CEO, involving the definition of the limits to management's responsibilities. In addition, the Board should approve or develop the corporate objective which the CEO is responsible for meeting.			The Board of Directors is responsible for the overall governance of the Company. This includes defining the responsibilities of senior management.  The Board reviews and approves the corporate objectives that the senior management is responsible for meeting.  There is a clear understanding between senior management and the Board that all strategic decisions will be presented by management to the Board for approval.  The Board expects management to: review the Company's strategies and their implementation in all key areas of the Company's activities carry out a comprehensive budgeting process and monitor the Company's financial performance against the budget identify opportunities and risks affecting the Company's business and find ways of dealing with them.
12. Every Board should have in place appropriate structures and procedures to ensure that the Board can function independently of management.			Dale Corman is Chairman of the Board of Directors and Chief Executive Officer of the Company.  In the view of the Board, the fact that Mr. Corman occupies both offices does not impair the ability of the Board to act independently of management.  The Board has reached this conclusion for various reasons, including the number of unrelated, independent directors on the Board.  The Board believes that adequate structures and processes are in place to facilitate the functioning of the Board independently of the Company's management.  The Audit Committee and Nominating Committee consist of at least a majority of unrelated directors.

13. The audit committee of every Board of directors should be composed of only outside directors.  The roles and responsibilities of the audit committee should be specifically defined.

The Audit Committee is comprised of three directors, Robert Gayton, Klaus Zeitler and David Williams, all of whom are unrelated directors. The Audit Committee reviews the annual and quarterly financial statements of the Company, oversees the annual audit process, the Company's internal accounting controls and the resolution of issues identified by the Company's auditors and recommends to the Board the firm of independent auditors to be nominated for appointment by the shareholders at the next Annual General Meeting. All members of the Audit Committee are financially literate (are able to read and understand a balance sheet, an income statement, a cash flow statement and the notes attached thereto). Dr. Gayton is a chartered accountant.  The Audit Committee's responsibilities are set out in its charter. The Company's external auditors have a direct line of communication with the committee at all times and meet without management present at least quarterly.  The committee approves all non-audit work performed by the external auditors.

14. The Board of directors should implement a system which enables an individual director to engage an outside advisor at the expense of the Company.

The Corporate Governance Committee will be responsible for reviewing and responding to requests by individual directors of the Company to engage outside advisors at the expense of the Company.  Prior to the creation of the Corporate Governance Committee, the Board as a whole would consider any such requests.

Proxy

Resolutions (For full detail of each item, please see the enclosed Notice of Meeting and Information Circular)

ANNUAL GENERAL AND EXTRAORDINARY MEETING OF MEMBERS OF WESTERN SILVER CORPORATION (the "Company") TO BE HELD AT THE UBC ROOM, VANCOUVER CLUB, 915 WEST HASTINGS ST., VANCOUVER, BRITISH COLUMBIA ON  MARCH 4, 2004, AT 2:30 PM The undersigned member ("Registered Shareholder") of the Company hereby appoints, DALE CORMAN, a Director of the Company, or failing this person, THOMAS PATTON, a Director of the Company, or in the place of the foregoing, ______________________________ as proxyholder for and on behalf of the Registered Shareholder with the power of substitution to attend, act and vote for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the Meeting of the Registered Shareholders of the Company and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Shareholder were present at the said Meeting, or any adjournment thereof. The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company registered in the name of the Registered Shareholder as specified herein.           ┌                                                                                                                           ┐           └                                                                                                                            ┘			For	Withhold
	1.	To appoint PricewaterhouseCoopers, LLP, Chartered Accountants, as Auditors of the Company for the ensuing year
			For	Against
	2.	To authorize the directors to fix the remuneration of the Auditors
			For	Withhold
	3	To elect as directors all the persons named below
		Or:  To elect as Director, Dale Corman
		To elect as Director, Thomas Patton
		To elect as Director, Lawrence Page, Q.C.
		To elect as Director, Robert Gayton, FCA
		To elect as Director, Klaus Zeitler
		To elect as Director, David Williams
		To elect as Director, Lee Bilheimer
		To elect as Director, William Jacobs
			For	Against
	4.	To approve, subject to regulatory approval, an increase in the number of stock options issuable under the Company's 2002 Plan to 2,000,000, providing for up to approximately 10% of the Company's issued shares to be available to be issued as stock options to directors, officers, employees, consultants and others providing services to the Company, as more particularly described in the Company's Information Circular
	5.	To approve the Company's Shareholder Protection Rights Plan as more particularly described in the Company's Information Circular
	6.	To authorize additional equity private placements in accordance with The Toronto Stock Exchange guidelines
	7.	To transact such other business as may properly come before the Meeting
		The undersigned Registered Shareholder hereby revokes any proxy previously given to attend and vote at said Meeting. SIGN HERE:                    _______________________________________________ Please Print Name:        _______________________________________________ Date:                                 _______________________________________________ Number of Shares Represented by Proxy:    _______________________________________________ THIS PROXY FORM IS NOT VALID UNLESS IT IS SIGNED AND DATED. SEE IMPORTANT INFORMATION AND INSTRUCTIONS ON REVERSE

INSTRUCTIONS FOR COMPLETION OF PROXY

This Proxy confers discretionary authority upon the persons named herein as proxies to vote hereunder with respect, firstly, to the above matters where no choice is, or where both choices are, specified, IN WHICH CASE THE SHARES FOR WHICH THIS PROXY IS GIVEN WILL BE VOTED ON A POLL "FOR" ALL SUCH MATTERS.  In addition, it is the intention of the person designated in the form of proxy to vote in accordance with their best judgment on amendments or variations to matters identified in the Notice of Meeting and other matters which may properly come before the meeting.

The undersigned hereby acknowledges receipt of the Company's 2003 Annual Report (which contains the Directors' Report to Members and the Company's audited financial statements for the fiscal year ended September 30, 2003), the Notice of 2004 Annual General and Extraordinary Meeting of Members, the accompanying Information Circular dated as of January 26, 2004 and the Notes hereto, and the Annual Return Card Form, and the undersigned hereby revokes any instrument of proxy given prior to this Proxy with reference to the Meeting or any adjournment(s) thereof.

NOTES: THE SIGNATURE BELOW MUST CONFORM TO THE NAME OF THE MEMBER(S) AS REGISTERED.  TO BE VALID, A PROXY MUST BE DATED AND SIGNED BY THE MEMBER(S) OR SUCH MEMBER(S) ATTORNEY AUTHORIZED IN WRITING.  EXECUTORS, ADMINISTRATORS, TRUSTEES OR ORTHER PERSONAL REPRESENTATIVES SIGNING ON BEHALF OF A REGISTERED SHAREHOLDER(S) SHOULD SO INDICATE WHEN SIGNING.  WHERE SHARES ARE HELD JOINTLY, EITHER OWNER MAY SIGN.  WHERE THE SHARES ARE HELD BY A COMPANY, A DULY AUTHORIZED OFFICER OR ATTORNEY OF SUCH COMPANY MUST SIGN. IF THE PROXY IS EXECUTED BY THE PERSONAL REPRESENTATIVE FOR AN INDIVIDUAL MEMBER(S) OR BY AN OFFICER OR ATTORNEY OF A CORPORATE MEMBER(S), NOT UNDER ITS CORPORATE SEAL, THE INSTRUMENT EMPOWERING THE PERSONAL REPRESENTATIVE, OFFICER, OR ATTORNEY AS THE CASE MAY BE, OR A NOTARIAL CERTIFIED COPY THEREOF, MUST ACCOMPANY THE PROXY.

A PROXY, TO BE EFFECTIVE, MUST BE DEPOSITED AT THE OFFICE OF THE COMPANY'S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE TRUST COMPANY OF CANADA AT THE ADDRESS BELOW, NOT LESS THAT 48 HOURS (EXCLUDING HOLIDAYS AND WEEKENDS) BEFORE THE TIME FOR HOLDING THE MEETING OR ANY ADJOURNMENT(S) THEREOF.

REFERENCE IS SPECIFICALLY MADE TO THE ACCOMPANYING INFORMATION CIRCULAR FOR FURTHER INFORMATION AND INSTRUCTIONS.

IF THE DATE IS NOT COMPLETED IN THE SPACE PROVIDED ABOVE, THIS PROXY SHALL BE DEEMED TO BEAR THE DATE ON WHICH IT WAS FIRST MAILED TO THE MEMBER(S).

To be represented at the Meeting, this proxy form must be received at the office of Computershare Trust Company of Canada by mail or by fax no later than forty eight (48) hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, or adjournment thereof or may be accepted by the Chairman of the Meeting prior to the commencement of the Meeting. The mailing address is:

Computershare Trust Company of Canada

Proxy Dept.  100 University Avenue 9^th Floor

 Toronto Ontario M5J 2Y1

Fax:  Within North American:  1-866-249-7775  Outside North America:  (416) 263-9524

ANNUAL RETURN CARD FORM

(Request for Interim Financial Statements)

TO:

REGISTERED AND NON-REGISTERED SHAREHOLDERS OF

WESTERN SILVER CORPORATION (the "Company")

National Instrument 54-101 - "Communication with Beneficial Owners of Securities of a Reporting Issuer" provides shareholders with the opportunity to elect annually to have their name added to an issuer's SUPPLEMENTAL MAILING LIST in order to receive interim financial statements of the Company.  If you are interested in receiving such statements or other selective shareholder communications, please complete, sign and mail this form to:

COMPUTERSHARE TRUST COMPANY OF CANADA

Proxy Department

100 University Avenue, 9^th Floor

Toronto Ontario M5J 2Y1

Fax: 1-866-249-7775 (Within North America)

        1-416-263-9524 (Outside North America)

Name of Shareholder:                                    _________________________________________

                                                                       (Please print)

Address:                                                         _________________________________________

                                                                        _________________________________________

Postal Code:                                                   _________________________________________

Email:                                                              _________________________________________