exv4w46



 





This document is important and requires
your immediate attention. If you are in doubt as to how to deal
with it, you should consult your investment dealer, broker, bank
manager, lawyer or other professional advisor. No securities
regulatory authority has expressed an opinion about these
securities and it is an offence to claim
otherwise.



The Offer has not been approved or
disapproved by any securities regulatory authority nor has any
securities regulatory authority passed upon the fairness or
merits of the Offer or upon the adequacy of the information
contained in this document. Any representation to the contrary
is unlawful.



January 24, 2005




NOTICE OF EXTENSION



by








and its wholly-owned subsidiary Goldcorp
Acquisition ULC




of their



OFFER TO PURCHASE



all of the outstanding common shares of



WHEATON RIVER MINERALS LTD.



on the basis of 0.25 of a common share of
Goldcorp Inc.



for each common share of Wheaton River
Minerals Ltd.








			
	 	
    THE OFFER HAS BEEN EXTENDED AND IS NOW OPEN FOR
    ACCEPTANCE UNTIL 5:00 P.M. (VANCOUVER TIME) ON
    FEBRUARY 14, 2005, UNLESS WITHDRAWN OR FURTHER EXTENDED.
    	 










Goldcorp Inc. (“Goldcorp”) and its
wholly-owned subsidiary Goldcorp Acquisition ULC
(“Subco” and, together with Goldcorp, the
“Offerors”) hereby give notice that they have extended
the expiry time of their offer to purchase (the
“Offer”) all of the issued and outstanding common
shares (“Common Shares”) in the capital of Wheaton
River Minerals Ltd. (“Wheaton”) to 5:00 p.m.
(Vancouver time) on February 14, 2005.




This Notice of Extension should be read in
conjunction with the offer to purchase and accompanying circular
of the Offerors dated December 29, 2004 (the
“Take-over Bid Circular”), the accompanying Letter of
Acceptance and Transmittal, the Notice of Guaranteed Delivery
and the Schedule TO (the “Schedule TO”)
filed with the United States Securities and Exchange Commission
(the “SEC”) on December 29, 2004, as amended by
amendments to the Schedule TO filed with the SEC on
January 14, 2005 and January 21, 2005 (collectively,
the “Offer and Circular”). Except as otherwise set
forth in this Notice of Extension, the information, terms and
conditions in the Offer and Circular continue to be applicable
in all respects. Unless the context otherwise requires, terms
not defined herein have the meanings ascribed thereto in the
Offer and Circular.




Holders of Common Shares
(“Shareholders”) who have validly deposited and not
withdrawn their Common Shares need take no further action to
accept the Offer. Shareholders who
wish to accept the Offer must properly complete and duly execute
the Letter of Acceptance and Transmittal (printed on blue paper)
which accompanied the Take-over Bid Circular or a manually
signed facsimile thereof and deposit it, together with
certificates representing their Common Shares, in accordance
with the instructions in the Letter of Acceptance and
Transmittal. Alternatively, Shareholders may follow the
procedures for guaranteed delivery set forth in the section
entitled “Manner of Acceptance — Procedure for
Guaranteed Delivery” in the Offer and Circular, using the
Notice of Guaranteed Delivery (printed on green paper)
accompanying the Take-over Bid Circular or a facsimile thereof.
Shareholders whose Common Shares are registered in the name of a
nominee should contact their broker, investment dealer, bank,
trust company or other nominee for assistance in depositing
their Common Shares to the Offer.




Questions and requests for assistance may be
directed by Shareholders in Canada to Kingsdale Shareholder
Services Inc. and by Shareholders in the U.S. and other
locations to Innisfree M&A Incorporated, the
information agents for the Offer.
Additional copies of this document, the Offer and Circular and
related materials may be obtained without charge on request from
the information agents at their respective addresses shown on
the last page of this document.




This document does not constitute an offer or
a solicitation to any person in any jurisdiction in which such
offer or solicitation is unlawful. The Offer is not being made
to, nor will deposits of Common Shares be accepted from or on
behalf of, Shareholders in any jurisdiction in which the making
or acceptance of the Offer would not be in compliance with the
laws of such jurisdiction. However, the Offerors may, in their
sole discretion, take such action as they may deem necessary to
extend the Offer to Shareholders in any such
jurisdiction.



The Dealer Managers for the Offer
are:



	 	 	 
	 
	
    
    In Canada:

    	 	
    In the United States:
	 
	
    
    GMP SECURITIES LTD.

    	 	
    GRIFFITHS McBURNEY CORP.

    BEAR, STEARNS & CO. INC.



















 





NOTICE TO SHAREHOLDERS IN THE UNITED
STATES



THIS TRANSACTION HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER AND
CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE.



The Offer is made for shares of a Canadian
issuer by a Canadian issuer that is permitted, under a
multijurisdictional disclosure system adopted by the United
States, to prepare this document in accordance with the
disclosure requirements of Canada. Shareholders should be aware
that such requirements are different from those of the United
States. Financial statements included herein have been prepared
in accordance with Canadian generally accepted accounting
principles and may be subject to Canadian auditing and auditor
independence standards, and thus may not be comparable to
financial statements of United States companies. This document
will form a part of a registration statement on Form F-10.
A reconciliation between Canadian generally accepted accounting
principles and U.S. generally accepted accounting
principles as they relate to the Goldcorp financial statements
and the pro forma financial statements are included or
incorporated by reference in this document and in the
registration statement.



Shareholders in the United States should be
aware that the disposition of Common Shares and acquisition of
Goldcorp Shares as described herein may have tax consequences
both in Canada and the United States. The material tax
consequences for such Shareholders are described in
“Certain Canadian Federal Income Tax Considerations”
and “Certain United States Federal Income Tax
Considerations”, respectively, in the Offer and Circular.
Shareholders should consult their own tax advisors regarding the
specific tax consequences to them of the disposition of Common
Shares and acquisition of Goldcorp Shares as described
herein.



The enforcement by Shareholders of civil
liabilities under United States federal securities laws may be
affected adversely by the fact that Goldcorp and Wheaton are
incorporated under laws outside the United States, that some or
all of their officers and directors reside outside the United
States, that some or all of the experts named in the Offer and
Circular reside outside the United States and that all or a
substantial portion of the assets of Goldcorp and Wheaton and of
the above-mentioned persons may be located outside the United
States. Shareholders may not be able to sue Goldcorp or Wheaton,
or any of their respective officers, directors or experts, in a
Canadian court for violations of United States securities laws.
It may be difficult to compel Goldcorp or Wheaton or any of
their respective officers, directors or experts to subject
themselves to a judgment of a United States court.



CURRENCY AND FINANCIAL INFORMATION



All dollar references in this document and in the
Offer and Circular are in United States dollars, unless
otherwise indicated. References to “C$” are to
Canadian dollars. The following table sets forth, for each of
the periods indicated, the exchange rate of one United States
dollar into Canadian dollars at the end of each such year, the
average exchange rate during each such year and the range of
high and low rates for each such year.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
													
			Nine Months Ended			
			September 30,			Year Ended December 31,	
			
			
	
			2004			2003			2003			2002			2001			2000			1999	
			
			
			
			
			
			
			
	
	
    
    Rate at end of period (1)
    

    	 	 	1.3507	 	 	 	1.2648	 	 	 	1.2924	 	 	 	1.5800	 	 	 	1.5925	 	 	 	1.4995	 	 	 	1.4440	 
	
    
    Average rate (2)
    

    	 	 	1.3282	 	 	 	1.4296	 	 	 	1.4010	 	 	 	1.5702	 	 	 	1.5519	 	 	 	1.4855	 	 	 	1.4828	 
	
    
    High rate (1)
    

    	 	 	1.5750	 	 	 	1.3970	 	 	 	1.5747	 	 	 	1.6128	 	 	 	1.6023	 	 	 	1.5592	 	 	 	1.5302	 
	
    
    Low rate (1)
    

    	 	 	1.3348	 	 	 	1.2648	 	 	 	1.2924	 	 	 	1.5108	 	 	 	1.4933	 	 	 	1.4350	 	 	 	1.4440	 










		
	(1)	
    The rate of exchange means the noon buying rate
    in New York City for cable transfers in foreign currencies as
    certified for customs purposes by the Federal Reserve Bank of
    New York.
    
	 
	(2)	
    The average rate means the average of the
    exchange rates on the last day of each month during the period.
    





On January 21, 2005, the noon buying rate in
New York City for cable transfers in foreign currencies as
certified for customs purposes by the Federal Reserve Bank of
New York was $1.00 = C$1.2211.















(ii)








 





Goldcorp’s consolidated financial statements
are prepared in accordance with Canadian generally accepted
accounting principles and filed with appropriate regulatory
authorities in Canada and the United States. Application of
accounting principles generally accepted in the United States
does not have a significant impact on Goldcorp’s results of
operations and financial position. Note 15 of the Notes to
the 2003 Consolidated Financial Statements of Goldcorp outlines,
in all material respects, differences resulting from the
application of accounting principles generally accepted in the
United States.




FORWARD-LOOKING STATEMENTS



Certain statements included in the Offer and
Circular constitute “forward-looking statements”
concerning the business, operations and financial performance
and condition of the Offerors. Such forward-looking statements,
including, but not limited to, those with respect to the prices
of gold, copper and silver, the timing and amount of estimated
future production, costs of production, capital expenditures,
reserves determination, costs and timing of the development of
new deposits and permitting time lines, involve known and
unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Goldcorp to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the actual
results of current exploration activities, actual results of
current reclamation activities, conclusions of economic
evaluations, changes in project parameters as plans continue to
be refined and the future prices of gold, copper and silver.
Although Goldcorp has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking statements, there may be other
factors that cause results not anticipated, estimated or
intended. There can be no assurance that such statements will
prove to be accurate as actual results and future events could
differ materially from those anticipated in such statements.




Many of these factors are beyond the control of
the Offerors and their subsidiaries. Consequently, all of the
forward-looking statements made in the Offer and Circular are
qualified by these cautionary statements and there can be no
assurance that the expected results or developments anticipated
by Goldcorp will be realized.




INFORMATION CONCERNING WHEATON



The information concerning Wheaton contained in
the Offer and Circular has been taken from or is based upon
publicly available documents and records on file with the
Canadian securities regulatory authorities, and other public
sources. Although Goldcorp has no knowledge that would indicate
that any statements contained herein relating to Wheaton taken
from or based upon such documents, records and sources are
untrue or incomplete, neither of the Offerors, nor any of their
officers or directors, assumes any responsibility for the
accuracy or completeness of the information relating to Wheaton
taken from or based upon such documents, records and sources, or
for any failure by Wheaton to disclose events which may have
occurred or which may affect the significance or accuracy of any
such information but which are unknown to the Offerors.















(iii)








 




NOTICE OF EXTENSION



January 24, 2005




TO:   THE SHAREHOLDERS OF
WHEATON RIVER MINERALS LTD.


     
This Notice of Extension amends and supplements
the offer to purchase and accompanying circular dated
December 29, 2004 (the “Take-over Bid Circular”),
the accompanying Letter of Acceptance and Transmittal, the
Notice of Guaranteed Delivery and the Schedule TO (the
“Schedule TO”) filed with the United States
Securities and Exchange Commission (the “SEC”) on
December 29, 2004, as amended by amendments to the
Schedule TO filed with the SEC on January 14, 2005 and
January 21, 2005 (collectively, the “Offer and
Circular”). Except as otherwise set forth in this Notice
of Extension, the information, terms and conditions in the Offer
and Circular continue to be applicable in all respects and this
Notice of Extension should be read in conjunction with the Offer
and Circular, the provisions of which (as hereby amended) are
incorporated herein by reference. Unless the context
otherwise requires, terms not defined herein have the meanings
ascribed thereto in the Offer and Circular. Unless the context
otherwise requires, references to the “Offer” means
the offer by the Offerors to purchase Common Shares as set out
in the Offer and Circular, as varied by this Notice of
Extension.




1.   Extension of the
Offer


     
By press release disseminated on January 21,
2005 and notice to the Depositary on January 24, 2005, the
Offerors have extended the Expiry Time of the Offer from
5:00 p.m. (Vancouver time) on February 3, 2005 to
5:00 p.m. (Vancouver time) on February 14, 2005 or
such later time and date or times and dates as the Offerors may
fix from time to time pursuant to Section 5 of the Offer,
“Extension and Variation of the Offer”, unless the
Offer is withdrawn. Accordingly, the definition of
“Initial Expiry Time” in the Offer is amended to read
in full as follows:




		
	 	
    “Initial Expiry
    Time” means 5:00 p.m.
    (Vancouver time) on February 14, 2005.
    




     
As of January 20, 2005, approximately
7.8 million Common Shares have been deposited pursuant
to the Offer.




2.   Conditions of the
Offer


     
The Offer remains subject to the conditions set
forth in Section 4 of the Offer and Circular,
“Conditions of the Offer”.




3.   Changes in Information in
the Offer and Circular



Recent Prices of Common Shares and Goldcorp
Shares


     
The closing prices of the Common Shares on the
TSX and the AMEX on January 21, 2005 were C$4.00 and $3.28,
respectively. The closing prices of the Goldcorp Shares on the
TSX and the NYSE on January 21, 2005 were C$18.00 and
$14.79, respectively.




Dealer Managers and Soliciting Dealer
Group


     
The Offerors have retained Bear,
Stearns & Co. Inc. (“Bear, Stearns”) as
the co-U.S. dealer manager (with GMP being the Canadian
dealer manager and Griffiths McBurney Corp. being the other
co-U.S. dealer manager) in connection with the Offer. Bear,
Stearns will be paid a fee of $150,000 for services rendered by
it in its capacity as U.S. dealer manager and will be
reimbursed by the Offerors for its reasonable out-of-pocket
expenses. In addition, Bear, Stearns will be indemnified against
certain liabilities, including liabilities under Securities
Laws, in connection with the Offer. Bear, Stearns also has the
right to appoint sub-agents who are registered under applicable
United States Securities Laws to solicit acceptances of the
Offer from persons who are resident in the United States. The
Offerors have also agreed to pay to Bear, Stearns if its name
appears in the appropriate space in the Letter of Acceptance and
Transmittal a fee of $0.06 for each Common Share deposited and
taken up by the Offerors under the Offer. The aggregate amount
payable to Bear, Stearns (which is also the case for each
Soliciting Dealer) with respect to any single depositing
Shareholder will be not less than $50 (for a minimum tender of
833 Common Shares) and not more than $1,500. The Offerors will
not pay any fee with respect to deposits of Common Shares held
for Bear, Stearns’s own accounts. Where Common Shares
deposited and registered in a single name are beneficially owned
by more than one person, the foregoing minimum and maximum
amounts will be applied separately in respect of each such
beneficial owner. The Offerors may require Bear, Stearns to
furnish evidence of beneficial ownership satisfactory to the
Offerors at the time of deposit and to furnish evidence
sufficient to identify Common Shares held for Bear,
Stearns’s own



1








 




account that are deposited to the Offer. Except
as set forth in the Offer and Circular and in this Notice of
Extension, the Offerors will not pay any fees or commissions to
any broker, dealer or other persons for soliciting tenders of
Common Shares pursuant to the Offer.





Information Agents


     
The Offerors have retained Innisfree
M&A Incorporated (“Innisfree”) as the
U.S. information agent in connection with the Offer (with
Kingsdale Shareholder Services Inc. being the Canadian
information agent). Innisfree will receive reasonable and
customary compensation from the Offerors for services in
connection with the Offer, will be reimbursed for certain
out-of-pocket expenses and will be indemnified against certain
liabilities, including liabilities under Securities Laws and
expenses incurred in connection therewith.



     
The Offerors have retained Brunswick
Group LLC (“Brunswick”) as their public relations
advisor with respect to the Offer. Brunswick will receive
reasonable and customary compensation from the Offerors for
services in connection with the Offer, will be reimbursed for
certain out-of-pocket expenses and will be indemnified against
certain liabilities arising out of or in connection with its
engagement.




Acquisition Agreement


     
Pursuant to the terms and conditions of the
Acquisition Agreement, and with the acknowledgement and
agreement of Wheaton, Goldcorp has postponed the Goldcorp
Meeting (as defined below) to February 10, 2005 and has
extended the Expiry Time to 5:00 p.m. (Vancouver time) on
February 14, 2005.




4.   Recent
Developments



Offer for Wheaton


     
On December 29, 2004, Goldcorp mailed the
Take-over Bid Circular, the accompanying Letter of Acceptance
and Transmittal and the Notice of Guaranteed Delivery to the
Wheaton Shareholders.




Glamis Offer for Goldcorp


     
On January 7, 2005, Glamis Gold Ltd.
(“Glamis”) commenced a take-over bid for Goldcorp (the
“Glamis Offer”) and announced by press release issued
on the same date that a take-over bid circular was mailed to the
shareholders of Goldcorp on January 7, 2005.



     
On January 10, 2005, Goldcorp issued a press
release announcing that it had received notice of, and would
review and evaluate, the Glamis Offer.



     
On January 21, 2005, Goldcorp issued a press
release, announcing that its board of directors had sent a
directors’ circular and supplemental management information
circular dated January 20, 2005 (the “Directors’
Circular”) to the shareholders of Goldcorp in response to
the Glamis Offer and filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC. For the reasons
detailed in the Directors’ Circular, Goldcorp’s board
of directors recommended that Goldcorp’s shareholders
reject the Glamis Offer and not tender their Goldcorp Shares to
the Glamis Offer.




Consideration of the Wheaton Transaction by
the Goldcorp Shareholders


     
In connection with the Offer, Goldcorp called a
meeting of its shareholders (the “Goldcorp Meeting”)
to be held on January 31, 2005 at which certain matters in
connection with the Offer would be considered and voted upon.
Goldcorp mailed a management information circular and proxy
statement dated December 31, 2004 to the shareholders of
Goldcorp in connection with the Goldcorp Meeting.



     
On January 17, 2005, Glamis filed a
dissident proxy circular with respect to the Goldcorp Meeting
and announced by press release issued on the same date that the
dissident proxy circular was mailed to the shareholders of
Goldcorp on January 17, 2005.



     
On January 21, 2005, Goldcorp issued a press
release announcing that its board of directors had postponed the
Goldcorp Meeting to 9:00 a.m. (Toronto time) on
February 10, 2005 to allow the shareholders of Goldcorp
additional time to consider the transaction with Wheaton. For
the reasons detailed in the Directors’ Circular,
Goldcorp’s board of directors recommended that
Goldcorp’s shareholders vote in favour of the transaction
with Wheaton at the Goldcorp Meeting.



2








 




Interaction of the Glamis Offer and the
Wheaton Transaction


     
The Glamis Offer expires at 9:00 p.m.
(Toronto time) on February 14, 2005, one hour after the
Expiry Time of the Offer (as extended by this Notice of
Extension). Both the Glamis Offer and the Offer are conditional
upon the outcome of the Goldcorp Meeting.



     
If the Goldcorp shareholders vote in favour of
the Wheaton transaction at the Goldcorp Meeting, the Glamis
Offer cannot proceed in its current form. If the Goldcorp
shareholders vote against the Wheaton transaction, the Offer
cannot proceed in its current form. Therefore, it is not
possible for both the Glamis Offer and the Offer to continue in
their current forms after the date of the Goldcorp Meeting,
unless one of the offers is varied to waive the relevant
condition. If the condition is waived, the affected offer cannot
expire until at least 10 Business Days after the delivery
of a notice of variation.




5.   Time for
Acceptance


     
Common Shares not previously deposited to the
Offer may be deposited in accordance with the provisions of
Section 2 of the Offer entitled “Time for
Acceptance”, until the Expiry Time, being 5:00 p.m.
(Vancouver time) on February 14, 2005.




6.   Withdrawal of Deposited
Common Shares


     
Except as otherwise stated in this
Section 6, all deposits of Common Shares pursuant to the
Offer are irrevocable. Unless otherwise required or permitted by
applicable Law, any Common Shares deposited in acceptance of the
Offer may be withdrawn by or on behalf of the depositing
Shareholder:




			
	 	(a)	
    at any time before the Common Shares have been
    taken up by the Offerors pursuant to the Offer;
    
	 
	 	(b)	
    at any time before the expiration of 10 Business
    Days from the date upon which either:
    





			
	 	(i)	
    a notice of change relating to a change which has
    occurred in the information contained in the Offer or the
    Circular, each as amended from time to time, which change is one
    that would reasonably be expected to affect the decision of a
    Shareholder to accept or reject the Offer (other than a change
    that is not within the control of the Offerors or of an
    Affiliate of the Offerors) in the event that such change occurs
    before the Expiry Time or after the Expiry Time but before the
    expiry of all rights of withdrawal in respect of the Offer; or
    
	 
	 	(ii)	
    a notice of variation concerning a variation in
    the terms of the Offer (other than a variation consisting solely
    of an increase in the consideration offered for the Common
    Shares under the Offer where the time for deposit is not
    extended for a period greater than 10 days);
    





		
	 	
    is mailed, delivered or otherwise properly
    communicated, but only if such deposited Common Shares have not
    been taken up by the Offerors at the time of the notice and
    subject to abridgement of that period pursuant to such order or
    orders as may be granted by Canadian courts or securities
    regulatory authorities; or
    





			
	 	(c)	
    if the Common Shares have not been paid for by
    the Offerors within 3 Business Days after having been taken up;
    
	 
	 	(d)	
    during a Subsequent Offering Period; provided,
    however, that this right of withdrawal will not apply in respect
    of Common Shares taken up by an Offeror prior to the Subsequent
    Offering Period; and
    
	 
	 	(e)	
    as required by the U.S. Exchange Act, at any
    time after February 26, 2005 provided that the Common
    Shares have not been accepted for payment by the purchasing
    Offeror prior to the receipt by the Depositary of the notice of
    withdrawal in respect of such Common Shares.
    




     
If the Offerors waive any terms or conditions of
the Offer and extend the Offer in circumstances where the rights
of withdrawal set forth in Section 6(b) above are
applicable, the Offer shall be extended without the Offerors
first taking up the Common Shares that are subject to the rights
of withdrawal.



     
Withdrawals of Common Shares deposited to the
Offer must be effected by notice of withdrawal made by or on
behalf of the depositing Shareholder and must be received by the
Depositary at the place of deposit of the applicable Common
Shares within the time limits indicated above. Notice of
withdrawal must: (i) be made by a method, including a
manually signed facsimile transmission, that provides the
Depositary with a written or printed copy; (ii) be signed
by the person who signed the Letter of Acceptance and
Transmittal accompanying, or the Notice of Guaranteed Delivery



3







 




in respect of, the Common Shares that are to be
withdrawn; and (iii) specify such person’s name, the
number of Common Shares to be withdrawn, the name of the
registered holder and the certificate number shown on each
certificate representing the Common Shares to be withdrawn. The
withdrawal will take effect upon receipt by the Depositary of
the properly completed notice of withdrawal. Any signature on
the notice of withdrawal must be guaranteed by an Eligible
Institution in the same manner as in a Letter of Acceptance and
Transmittal (as described in the instructions set out in such
letter), except in the case of Common Shares deposited for the
account of an Eligible Institution. None of the Offerors, the
Depositary, or any other person will be under any duty to give
notice of any defect or irregularity in any notice of withdrawal
or shall incur any liability for failure to give such notice.




     
Withdrawals may not be rescinded and any Common
Shares withdrawn will thereafter be deemed not validly deposited
for purposes of the Offer. However, withdrawn Common Shares may
be redeposited at any time at or prior to the Expiry Time by
again following one of the procedures described in the section
entitled “Manner of Acceptance” in the Offer.



     
The ability of a purchasing Offeror to delay the
payment for Common Shares that such Offeror has taken up is
limited by Rule 14e-1(c) under the U.S. Exchange Act,
which requires that a bidder pay the consideration offered or
return the securities deposited by or on behalf of
securityholders promptly after the termination or withdrawal of
such bidder’s offer, unless such bidder elects to offer a
subsequent offering period and pays for the securities deposited
during the subsequent offering period in accordance with
Rule 14d-11 under the U.S. Exchange Act. The
Depositary, on behalf of the Offerors, is bound by
Rule 14e-1(c) under the U.S. Exchange Act in retaining
Deposited Shares under these circumstances.



     
Notwithstanding the provisions of United States
federal securities laws relating to subsequent offering periods,
the Offerors will permit withdrawal of deposited Common Shares
during any Subsequent Offering Period, if there is one, at any
time prior to the Expiry Time of such Subsequent Offering
Period; provided, however, that this right of withdrawal will
not apply in respect of Deposited Shares taken up by an Offeror
prior to the Subsequent Offering Period. Withdrawing holders of
Common Shares who have deposited such Common Shares during the
Subsequent Offering Period and have received payment for such
Common Shares must return such payment to the applicable Offeror
prior to any withdrawal.



     
If the Offerors are delayed in taking up or
paying for Common Shares or are unable to take up or pay for
Common Shares for any reason, then, without prejudice to the
Offerors’ other rights, Common Shares may not be withdrawn
except to the extent that depositing Shareholders are entitled
to withdrawal rights as set forth in this Section 6 or
pursuant to Laws.



     
In addition to the foregoing rights of
withdrawal, holders of Common Shares in certain provinces of
Canada are entitled to statutory rights of rescission or to
damages, or both, in certain circumstances. Please see the
section entitled “Offerees’ Statutory Rights” in
the Circular.



     
All questions as to the validity (including
timely receipt) and form of notices of withdrawal will be
determined by the Offerors and the Depositary (on behalf of the
Offerors) in their sole discretion, and such determination will
be final and binding.




7.   Payment for Deposited
Common Shares


     
Upon the terms and subject to the conditions of
the Offer (including but not limited to the conditions specified
in the section entitled “Conditions of the Offer” in
the Offer), the Offerors will take up Common Shares validly
deposited under the Offer and not withdrawn pursuant to
Section 6 of the Offer promptly following the Expiry Time,
but in any event not later than 10 days after the Expiry
Time. The Offerors are obligated to pay for Common Shares that
they have taken up promptly after taking up such Common Shares.
Any Common Shares deposited under the Offer after the first date
on which Common Shares have been taken up by the Offerors will
be taken up and paid for promptly.



     
Subject to applicable Law, including
Rule 14e-1(c) under the U.S. Exchange Act, which
requires that the Offerors pay the consideration offered or
return the Common Shares deposited by or on behalf of
Shareholders promptly after the termination of the Offer or
withdrawal of the Common Shares, the Offerors expressly reserve
the right in their sole discretion to delay or otherwise refrain
from taking up and paying for any Common Shares or to terminate
the Offer and not take up or pay for any Common Shares if any
condition specified in the section entitled “Conditions of
the Offer” in the Offer is not satisfied or waived by the
Offerors by giving written notice thereof, or other communication



4








 




confirmed in writing, to the Depositary at its
principal office in Toronto. Subject to compliance with
Rule 14e-1(c) under the U.S. Exchange Act, the
Offerors also expressly reserve the right, in their sole
discretion and notwithstanding any other condition of the Offer,
to delay taking up and paying for Common Shares in order to
comply, in whole or in part, with any applicable governmental
regulatory approvals or consents. The Offerors will not,
however, take up and pay for any Common Shares deposited under
the Offer unless they simultaneously take up and pay for all
Common Shares then validly deposited under the Offer and not
withdrawn.




     
The Offerors will be deemed to have taken up
Common Shares validly deposited under the Offer and not
withdrawn if, as and when the Offerors give written notice or
other communication confirmed in writing to the Depositary at
its principal office in Toronto to that effect. Promptly
following notification of the Depositary of the Offerors’
take-up of Deposited Securities, the Offerors will forthwith
issue a press release over the Dow Jones News Wire Service,
which press release will disclose the approximate number of
Common Shares deposited in the Offer and the approximate number
that have been taken up.



     
The Offerors will pay for Common Shares validly
deposited under the Offer and not withdrawn by providing the
Depositary with sufficient certificates representing Goldcorp
Shares for transmittal to depositing Shareholders. Under no
circumstances will interest accrue or be paid by the Offerors or
the Depositary to persons depositing Common Shares on the
purchase price of Common Shares purchased by the Offerors,
regardless of any delay in making such payment. The Depositary
will act as the agent of persons who have deposited Common
Shares in acceptance of the Offer for the purposes of receiving
share certificates from the Offerors and transmitting such share
certificates to such persons, and receipt of certificates
representing Goldcorp Shares by the Depositary shall be deemed
to constitute receipt thereof by persons depositing Common
Shares.



     
Fractions of Goldcorp Shares will not be issued.
Any fractional number of Goldcorp Shares equal to or greater
than 0.5 will be rounded up to the nearest whole number of
Goldcorp Shares and less than 0.5 will be rounded down to the
nearest whole number of Goldcorp Shares.



     
Settlement will be made by the Depositary issuing
or causing to be issued a share certificate representing the
appropriate number of Goldcorp Shares to which the person
depositing Common Shares is entitled. Unless otherwise directed
in the Letter of Acceptance and Transmittal, such share
certificate will be issued in the name of the registered holder
of deposited Common Shares. Unless the person depositing Common
Shares instructs the Depositary to hold the certificate
representing Goldcorp Shares for pick-up by checking the
appropriate box in the Letter of Acceptance and Transmittal,
such share certificate will be forwarded by first class mail,
postage prepaid, to such person at the address specified in the
Letter of Acceptance and Transmittal. If no address is
specified, the share certificate will be forwarded to the
address of the Shareholder as shown on the appropriate share
register maintained by or on behalf of Wheaton. Share
certificates mailed in accordance with this paragraph will be
deemed to have been delivered at the time of mailing.



     
Depositing Shareholders will not be obligated to
pay any brokerage fee or commission if they accept the Offer by
depositing their Common Shares directly with the Depositary.




8.   Amendment of the
Offer


     
The Offer and Circular are amended to reflect the
extension contemplated by, and the information contained in,
this Notice of Extension.




9.   Offerees’ Statutory
Rights


     
Securities legislation in certain of the
provinces and territories of Canada provides securityholders of
Wheaton with, in addition to any other rights they may have at
law, rights of rescission or to damages, or both, if there is a
misrepresentation in a circular or notice that is required to be
delivered to such securityholders. However, such rights must be
exercised within prescribed time limits. Shareholders should
refer to the applicable provisions of the securities legislation
of their province or territory for the particulars of those
rights or consult with a lawyer.




10. Directors’ Approval


     
The contents of this Notice of Extension have
been approved, and the publication and the sending thereof to
the Shareholders has been authorized, by the boards of directors
of the Offerors.



5








 




APPROVAL AND CERTIFICATE OF GOLDCORP
INC.



Dated: January 24, 2005



     
The foregoing, together with the Offer and
Circular, contains no untrue statement of a material fact and
does not omit to state a material fact that is required to be
stated or that is necessary to make a statement not misleading
in the light of the circumstances in which it was made. In
addition, the foregoing does not contain any misrepresentation
likely to affect the value or the market price of the securities
subject to the Offer within the meaning of the
Securities Act (Québec).




GOLDCORP INC.



	 	 	 
	 
	
    (Signed) ROBERT R. MCEWEN
    	 	
    (Signed) BRAD BOLAND
    
	
    Chief Executive Officer
    	 	
    Vice President, Finance
    
	 
	 
	
    On behalf of the Board of Directors
    
	 
	 
	
    (Signed) RONALD M. GOLDSACK
    	 	
    (Signed) DR. DONALD R.M. QUICK
    
	
    Director
    	 	
    Director
    




6








 




APPROVAL AND CERTIFICATE OF GOLDCORP
ACQUISITION ULC



Dated: January 24, 2005



     
The foregoing, together with the Offer and
Circular, contains no untrue statement of a material fact and
does not omit to state a material fact that is required to be
stated or that is necessary to make a statement not misleading
in the light of the circumstances in which it was made. In
addition, the foregoing does not contain any misrepresentation
likely to affect the value or the market price of the securities
subject to the Offer within the meaning of
the Securities Act (Québec).




GOLDCORP ACQUISITION ULC



	 	 	 
	 
	
    (Signed) ROBERT R. MCEWEN
    	 	
    (Signed) BRAD BOLAND
    
	
    Chief Executive Officer
    	 	
    Vice President, Finance
    
	 
	 
	
    On behalf of the Board of Directors
    
	 
	 
	
    (Signed) R. GREGORY LAING
    	 	
    (Signed) GILLES FILION
    
	
    Director
    	 	
    Director
    




7








 




Any questions and requests for assistance may be
directed to




Kingsdale Shareholder Services Inc.





at the telephone number and location set out
below:




     







     





By Mail



The Exchange Tower




130 King Street West, Suite 2950, P.O.
Box 361





Toronto, Ontario





M5X 1E2




     





By Hand or Courier



The Exchange Tower




130 King Street West, Suite 2950





Toronto, Ontario





M5X 1C7




     





North American Toll Free Phone: 1-866-749-5464



Facsimile: 416-867-2271




Toll Free Fax: 1-866-545-5580





Banks and Brokers Call Collect: 416-867-2335




     




     




Shareholders in the U.S. and other locations may




also contact the U.S. information agent:









Toll free from the U.S.: 1-877-750-9501



Call Collect from Other Locations: 646-822-7412




Banks and Brokers Call Collect: 212-750-5833