Exhibit 99.1

LOGO

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2011

March 28, 2012

Suite 3400, 666 Burrard Street

Vancouver, BC V6C 2X8



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GOLDCORP INC.

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2011

TABLE OF CONTENTS



|                                                                      |  |         |     | 
|--------------------------------------------------------------------- |  | ------- | --- | 
|DESCRIPTION                                                           |  | PAGENO. |    
|INTRODUCTORY NOTES                                                    |  |         | 1   | 
|CORPORATE STRUCTURE                                                   |  |         | 4   | 
|GENERAL DEVELOPMENT OF THE BUSINESS                                   |  |         | 6   | 
|DESCRIPTION OF THE BUSINESS                                           |  |         | 11  | 
|Principal Products                                                    |  |         | 11  | 
|Competitive Conditions                                                |  |         | 11  | 
|Operations                                                            |  |         | 11  | 
|Safety Commitment                                                     |  |         | 13  | 
|Occupational Health and Safety Policy                                 |  |         | 13  | 
|Corporate Social Responsibility Policy                                |  |         | 13  | 
|Human Rights Policy                                                   |  |         | 14  | 
|Environmental and Sustainability Policy                               |  |         | 15  | 
|Technical Information                                                 |  |         | 17  | 
|Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates |  |         | 19  | 
|MINERAL PROPERTIES                                                    |  |         | 25  | 
|CANADA AND THE UNITED STATES                                          |  |         | 25  | 
|RED LAKE GOLD MINES, CANADA                                           |  |         | 25  | 
|ÉLÉONORE PROJECT, CANADA                                              |  |         | 36  | 
|MEXICO                                                                |  |         | 46  | 
|PEÑASQUITO MINE, MEXICO                                               |  |         | 46  | 
|CENTRAL AND SOUTH AMERICA                                             |  |         | 58  | 
|MARLIN MINE, GUATEMALA                                                |  |         | 58  | 
|PUEBLO VIEJO PROJECT, DOMINICAN REPUBLIC                              |  |         | 68  | 
|CERRO NEGRO PROJECT, ARGENTINA                                        |  |         | 80  | 
|RISK FACTORS                                                          |  |         | 90  | 
|DIVIDENDS                                                             |  |         | 106 | 
|DESCRIPTION OF CAPITAL STRUCTURE                                      |  |         | 106 | 
|RATINGS                                                               |  |         | 107 | 
|TRADING PRICE AND VOLUME                                              |  |         | 108 | 
|DIRECTORS AND OFFICERS                                                |  |         | 109 | 
|LEGAL PROCEEDINGS AND REGULATORY ACTIONS                              |  |         | 120 | 
|INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS            |  |         | 120 | 
|TRANSFER AGENT AND REGISTRAR                                          |  |         | 120 | 
|MATERIAL CONTRACTS                                                    |  |         | 120 | 
|INTERESTS OF EXPERTS                                                  |  |         | 121 | 
|AUDIT COMMITTEE                                                       |  |         | 122 | 
|ADDITIONAL INFORMATION                                                |  |         | 124 | 
|SCHEDULE A GOLDCORP INC. AUDIT COMMITTEE CHARTER                    |  |         | A-1 | 



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INTRODUCTORY NOTES

Cautionary Note Regarding Forward-Looking Statements

This annual
information form contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include, but are not
limited to, statements with respect to the future price of gold, silver, copper, lead and zinc, the estimation of Mineral Reserves (as defined below) and Mineral Resources (as defined below), the realization of Mineral Reserve estimates, the timing
and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, hedging practices, currency exchange rate
fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, timing and possible outcome of pending litigation, title disputes or claims and limitations on
insurance coverage. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as plans, expects, is expected, budget, scheduled,
estimates, forecasts, intends, anticipates, or believes, or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results
may, could, would, might or will be taken, occur or be achieved or the negative connotation thereof.

Forward-looking statements are made based upon certain assumptions and other important factors that could cause the actual results,
performances or achievements of Goldcorp Inc. (Goldcorp or the Corporation) to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information
are based on numerous assumptions regarding present and future business strategies and the environment in which Goldcorp will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain important
factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, among others, gold price volatility, discrepancies between actual and estimated production, Mineral
Reserves and resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), activities by governmental authorities
(including changes in taxation), currency fluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements and defective
title to mineral claims or property. Although Goldcorp has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated, estimated or intended.

Forward-looking statements are subject
to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Goldcorp to be materially different from those expressed or implied by such forward-looking statements,
including but not limited to: risks related to the integration of acquisitions; risks related to international operations, including economical and political instability in foreign jurisdictions in which Goldcorp operates; risks related to current
global financial conditions; risks related to joint venture operations; actual results of current exploration activities; environmental risks; future prices of gold, silver, copper, lead and zinc; possible variations in ore reserves, grade or
recovery rates; mine development and operating risks; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; risks
related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled Risk Factors in this annual information form. 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 to be as 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. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements in this
annual information form are as of the date of this annual information form. The forward-looking statements contained in this annual information form are made as of the date of this annual information form and, accordingly, are subject to change
after such date. Except as otherwise indicated by Goldcorp, these statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or
other transactions that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about managements



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current expectations and plans and allowing investors and others to get a better understanding of the Corporations operating environment. Goldcorp does not undertake to update any
forward-looking statements, except in accordance with applicable securities laws.

Currency Presentation and Exchange Rate Information

This annual information form contains references to United States dollars and Canadian dollars. All dollar amounts
referenced, unless otherwise indicated, are expressed in United States dollars and Canadian dollars are referred to as Canadian dollars or C$.

The high, low, average and closing exchange rates for Canadian dollars in terms of the United States dollar for each of the three years in the period ended December 31, 2011, as quoted by the Bank of
Canada, were as follows:



|           |  |                        |        |  |      |    |        |      |  |    |        | 
|---------- |  | ---------------------- | ------ |  | ---- | -- | ------ | ---- |  | -- | ------ | 
|           |  | Year ended December 31 |       
|           |  | 2011                   |        |  | 2010 |    |        | 2009 | 
|High       |  | C$                     | 1.0604 |  |      | C$ | 1.0778 |      |  | C$ | 1.3000 | 
|Low        |  |                        | 0.9449 |  |      |    | 0.9946 |      |  |    | 1.0292 | 
|Average(1) |  |                        | 0.9891 |  |      |    | 1.0299 |      |  |    | 1.1420 | 
|Closing    |  |                        | 1.0170 |  |      |    | 0.9946 |      |  |    | 1.0466 | 



|(1) | Calculated as an average of the daily noon rates for each period.
|--- | -----------------------------------------------------------------

On March 28, 2012, the noon exchange rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada, was US$1.00 = C$0.9984.

Gold, Silver, Copper, Lead and Zinc Prices

Gold Prices

The high, low, average and closing afternoon fixing gold
prices in United States dollars per troy ounce for each of the three years in the period ended December 31, 2011, as quoted by the London Bullion Market Association, were as follows:



|        |  |                        |          |  |      |   |          |      |  |   |          | 
|------- |  | ---------------------- | -------- |  | ---- | - | -------- | ---- |  | - | -------- | 
|        |  | Year ended December 31 |         
|        |  | 2011                   |          |  | 2010 |   |          | 2009 | 
|High    |  | $                      | 1,895.00 |  |      | $ | 1,421.00 |      |  | $ | 1,212.50 | 
|Low     |  |                        | 1,319.00 |  |      |   | 1,058.00 |      |  |   | 810.00   | 
|Average |  |                        | 1,571.52 |  |      |   | 1,224.52 |      |  |   | 972.35   | 
|Closing |  |                        | 1,531.00 |  |      |   | 1,405.50 |      |  |   | 1,087.50 | 

On March 28, 2012, the closing afternoon fixing gold price in United States dollars per troy ounce,
as quoted on the London Bullion Market Association, was $1,676.00.



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Silver Prices

The high, low, average and closing fixing silver prices in United States dollars per troy ounce for each of the three years in the period ended December 31, 2011, as quoted by the London Bullion
Market Association, were as follows:



|        |  |                        |       |  |      |   |       |      |  |   |       | 
|------- |  | ---------------------- | ----- |  | ---- | - | ----- | ---- |  | - | ----- | 
|        |  | Year ended December 31 |      
|        |  | 2011                   |       |  | 2010 |   |       | 2009 | 
|High    |  | $                      | 48.70 |  |      | $ | 30.70 |      |  | $ | 19.18 | 
|Low     |  |                        | 26.16 |  |      |   | 15.14 |      |  |   | 10.51 | 
|Average |  |                        | 35.12 |  |      |   | 20.19 |      |  |   | 14.67 | 
|Closing |  |                        | 28.18 |  |      |   | 30.63 |      |  |   | 16.99 | 

On March 28, 2012, the fixing silver price in United States dollars per troy ounce, as quoted on the
London Bullion Market Association, was $32.43.

Copper Prices

The high, low, average and closing official cash settlement copper prices in United States dollars per pound for each of the three years in the period ended December 31, 2011, as quoted on the London
Metals Exchange, were as follows:



|        |  |                        |       |  |      |   |       |      |  |   |       | 
|------- |  | ---------------------- | ----- |  | ---- | - | ----- | ---- |  | - | ----- | 
|        |  | Year ended December 31 |      
|        |  | 2011                   |       |  | 2010 |   |       | 2009 | 
|High    |  | $                      | 4.613 |  |      | $ | 4.418 |      |  | $ | 3.332 | 
|Low     |  |                        | 3.078 |  |      |   | 2.763 |      |  |   | 1.384 | 
|Average |  |                        | 3.996 |  |      |   | 3.420 |      |  |   | 2.342 | 
|Closing |  |                        | 3.426 |  |      |   | 4.418 |      |  |   | 3.332 | 

On March 28, 2012, the official cash settlement copper price in United States dollars per pound, as
quoted on the London Metal Exchange, was $3.8467.

Lead Prices

The high, low, average and closing official cash settlement lead prices in United States dollars per pound for each of the three years in the period ended December 31, 2011, as quoted on the London
Metal Exchange, were as follows:



|        |  |                        |       |  |      |   |       |      |  |   |       | 
|------- |  | ---------------------- | ----- |  | ---- | - | ----- | ---- |  | - | ----- | 
|        |  | Year ended December 31 |      
|        |  | 2011                   |       |  | 2010 |   |       | 2009 | 
|High    |  | $                      | 1.333 |  |      | $ | 1.176 |      |  | $ | 1.110 | 
|Low     |  |                        | 0.813 |  |      |   | 0.707 |      |  |   | 0.450 | 
|Average |  |                        | 1.088 |  |      |   | 0.974 |      |  |   | 0.786 | 
|Closing |  |                        | 0.898 |  |      |   | 1.173 |      |  |   | 1.086 | 

On March 28, 2012, the official cash settlement lead price in United States dollars per pound, as
quoted on the London Metal Exchange, was $0.9013.



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Zinc Prices

The high, low, average and closing official cash settlement zinc prices in United States dollars per pound for each of the three years in the period ended December 31, 2011, as quoted on the London
Metal Exchange, were as follows:



|        |  |                        |       |  |      |   |       |      |  |   |       | 
|------- |  | ---------------------- | ----- |  | ---- | - | ----- | ---- |  | - | ----- | 
|        |  | Year ended December 31 |      
|        |  | 2011                   |       |  | 2010 |   |       | 2009 | 
|High    |  | $                      | 1.155 |  |      | $ | 1.195 |      |  | $ | 1.166 | 
|Low     |  |                        | 0.794 |  |      |   | 0.723 |      |  |   | 0.481 | 
|Average |  |                        | 0.994 |  |      |   | 0.979 |      |  |   | 0.753 | 
|Closing |  |                        | 0.829 |  |      |   | 1.103 |      |  |   | 1.166 | 

On March 28, 2012, the official cash settlement zinc price in United States dollars per pound, as
quoted on the London Metal Exchange, was $0.9104.

CORPORATE STRUCTURE

Goldcorp Inc. (Goldcorp or the Corporation) is a corporation governed by the Business Corporations Act(Ontario). Effective December 1, 2006, the Corporation amalgamated with Glamis Gold Ltd. (Glamis).

The
Corporations head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8 and its registered office is located at Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2.

The following chart illustrates the Corporations principal subsidiaries (collectively, the Subsidiaries), together with
the governing law of each company and the percentage of voting securities beneficially owned or over which control or direction is exercised by the Corporation, as well as the Corporations principal mineral properties as at December 31,
2011. As used in this annual information form, except as otherwise required by the context, reference to Goldcorp or the Corporation means, collectively, Goldcorp Inc. and the Subsidiaries.



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GOLDCORP PRINCIPAL SUBSIDIARIES AND NI 43-101 MATERIAL MINERAL PROPERTIES



LOGO



(1)
Companies in Mexico require a minimum of two shareholders. All of these subsidiaries are wholly-owned, directly or indirectly, by Goldcorp.



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GENERAL DEVELOPMENT OF THE BUSINESS

Goldcorp is a leading global gold producer engaged in the acquisition, exploration, development and operation of gold properties in
Canada, the United States, Mexico and Central and South America. Goldcorp is one of the lowest cost and fastest growing multi-million ounce senior gold producers in the world. The principal products and sources of cash flow for Goldcorp are derived
from the sale of gold, silver, copper, lead and zinc. Goldcorps mineral properties by jurisdiction are as follows:

Canada and the
United States



| |  |  | a 100% interest in the Red Lake gold mines (the Red Lake Gold Mines) in Canada, a 72% interest held by Goldcorp and a 28% interest held by
Goldcorp Canada Ltd., a wholly-owned subsidiary of the Corporation (Goldcorp Canada) (the Red Lake Gold Mines are considered to be a material mineral property to Goldcorp), including a 100% interest in the nearby Bruce Channel deposit
(the Cochenour Deposit) in Canada;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a 100% interest in the Porcupine gold mine (the Porcupine Mine) in Canada, a 49% interest held by Goldcorp and a 51% interest held by
Goldcorp Canada;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a 100% interest in the Musselwhite gold mine (the Musselwhite Mine) in Canada, a 32% interest held by Goldcorp and a 68% interest held by
Goldcorp Canada;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a 100% interest in the Éléonore gold project (the Éléonore Project) in Canada (the Éléonore
Project is considered to be a material mineral property to Goldcorp);
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a
662/3% interest in the Marigold gold mine (the
Marigold Mine) in the United States;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | a 100% interest in the Wharf gold mine (the Wharf Mine) in the United States; and
| | - |  | -----------------------------------------------------------------------------------



| |  |  | a 40% interest in the Dee/South Arturo gold exploration project (the Dee/South Arturo Project) in the United States.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

Mexico



| |  |  | a 100% interest in the Peñasquito gold-silver-lead-zinc mine (the Peñasquito Mine) in Mexico (the Peñasquito Mine is
considered to be a material mineral property to Goldcorp);
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a 100% interest in the Los Filos gold-silver mine (the Los Filos Mine) in Mexico;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | a 100% interest in the El Sauzal gold mine (the El Sauzal Mine) in Mexico;
| | - |  | ----------------------------------------------------------------------------



| |  |  | a 100% interest in the Noche Buena gold-silver project (the Noche Buena Project) in Mexico; and
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | a 100% interest in the Camino Rojo gold-silver project (the Camino Rojo Project) in Mexico.
| | - |  | ---------------------------------------------------------------------------------------------

Central and South America



| |  |  | a 100% interest in the Marlin gold-silver mine (the Marlin Mine) in Guatemala (the Marlin Mine is considered to be a material mineral
property to Goldcorp);
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a 40% interest in the Pueblo Viejo gold-silver-copper development stage project (the Pueblo Viejo Project) in the Dominican Republic (the
Pueblo Viejo Project is considered to be a material mineral property to Goldcorp);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | a 100% interest in the Cerro Negro gold-silver project (the Cerro Negro Project) in Argentina (the Cerro Negro Project is considered to be
a material mineral property to Goldcorp);
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a 70% interest in the El Morro copper-gold project (the El Morro Project) in Chile;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | a
371/2% interest in the Bajo de la Alumbrera
gold-copper mine (the Alumbrera Mine) in Argentina; and
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | a 100% interest in the Cerro Blanco gold-silver project (the Cerro Blanco Project) in Guatemala.
| | - |  | --------------------------------------------------------------------------------------------------

The following map illustrates the Corporations properties which are located in Canada, the United States, Mexico and Central and
South America.



LOGO



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New Credit Facility

On November 23, 2011, Goldcorp entered into a $2.0 billion credit facility with a syndicate of 15 lenders. This credit facility replaces the Corporations existing $1.5 billion credit facility
and it is intended to be used to finance growth opportunities and for general corporate purposes. The floating rate facility is unsecured and amounts drawn are required to be financed or repaid by November 23, 2016.

Agua Rica Option

On
August 31, 2011, Goldcorp announced that Goldcorp and Xstrata Queensland Limited (Xstrata Queensland) entered into a definitive agreement with Yamana Gold Inc. (Yamana), whereby Minera Alumbrera Limited Sucursal
(MMA), a joint venture partnership between Goldcorp (as to 37.5%), Xstrata Queensland (as to 50%) and Yamana (as to 12.5%), was granted an exclusive four-year option to acquire Yamanas 100% interest in the Agua Rica copper-gold
project for option payments of up to C$110 million. On execution of the definitive agreement, Goldcorp and Xstrata Queensland made a payment of $20 million to Yamana, in addition to $10 million previously paid. During the option period, MMA
will manage the Agua Rica project and fund a feasibility study and all development costs. MAA can exercise the option at any time during the four-year period through to an approval-to-proceed decision for construction of the Agua Rica project.
On approval to proceed with construction and on exercise of the option to acquire the Agua Rica project, Yamana will receive C$150 million from MMA, and on commissioning Yamana will receive an additional $50 million, in addition to the balance of
any option payments from Goldcorp and Xstrata. Yamana will also retain the right to a deferred payment related to 65% of the payable gold production from Agua Rica to a maximum of 2.3 million ounces. Goldcorp and Xstrata Queensland will
finance all payments related to the option on a 42.86% and 57.14% basis respectively. The Agua Rica project is located approximately 30 kilometres from MMAs Alumbrera Mine in Argentina and it is envisioned that Agua Rica ore will be
processed through the Alumbrera mill.

Exercise of Share Purchase Warrants

On June 9, 2011, the Corporations 8.4 million common share purchase warrants (the Warrants) issued in 2006
expired and were suspended from trading on the NYSE and the TSX. Each Warrant entitled the holders to purchase at any time one common share of Goldcorp (a Common Share) at an exercise price of C$45.75. Of the 8.4 million Warrants
issued, 7.0 million were exercised for total proceeds of C$322 million.

Cree Collaboration Agreement

On February 21, 2011, Goldcorp announced that it had entered into a collaboration agreement (the Cree Collaboration
Agreement) with the Cree Nation of Wemindji, the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority regarding the development and operation of the Éléonore Project, representing the support of the Cree
Nation as a whole, and ensuring a stable regional environment for the development and operation of the Éléonore Project.

Pursuant to the Cree Collaboration Agreement, Goldcorp recognizes and respects Cree rights and interest in the area of the Éléonore Project and the Crees recognize and support
Goldcorps rights and interest in the development and operation of the Éléonore Project. The Cree Collaboration Agreement will be in effect for the life of the mine, and includes provisions regarding the participation of the Crees
in the development of the Éléonore Project throughout the life of the mine, including employment and business opportunities and training and education initiatives. The Cree Collaboration Agreement aligns Goldcorp and Cree interests in
the economic success of the Éléonore Project, and ensures that the Crees will receive financial benefits through a variety of fix payment mechanisms and participation in the future profitability of the mine. The Cree Collaboration
Agreement further reflects Goldcorps commitment to protecting the environment and supporting Crees social and cultural practices.

In November 2011, a certificate of authorization was issued by the Quebec Minister of Sustainable Development, Environment and Parks allowing full construction of the Éléonore Project to
commence immediately.



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Sale of Osisko Shares

On February 8, 2011, Goldcorp announced that it sold its 10.1% equity interest in Osisko Mining Corporation (Osisko), representing approximately 38.6 million common shares. The
shares were sold on an underwritten block trade basis, at a gross price of C$13.75 per share. Goldcorp received proceeds of approximately C$530 million in cash. The Corporation currently does not hold any common shares of Osisko.

Acquisition of Andean Resources Limited

On December 29, 2010, Goldcorp completed the acquisition of Andean Resources Limited (Andean) (the Andean Acquisition). In connection with the Andean Acquisition, Andean
shareholders received, at their election, either C$6.50 or 0.14 of a Common Share for each of their Andean shares. In the aggregate, $766 million in cash was paid and 61,058,527 Common Shares were issued to Andean shareholders. The Cerro Negro
Project, acquired through the Andean Acquisition, is expected to benefit Goldcorps already strong organic growth pipeline, and the large, prospective land position presents the opportunity for significant continued growth of gold resources
through expansion of the existing deposits and the discovery of additional zones along the strike of the veins. Goldcorp believes that it has the resources and track record to enable the Cerro Negro Project to reach its full potential under Goldcorp
management.

Investment in Terrane Metals

On October 20, 2010, Thompson Creek Metals Company Inc. (Thompson Creek) acquired all of the outstanding common and preferred shares of Terrane Metals Corp. (Terrane).
Goldcorp controlled 58% of the outstanding shares of Terrane and received proceeds of $236 million in cash and 13,898,196 common shares of Thompson Creek. Goldcorp currently holds approximately 8.7% of Thompson Creeks issued and outstanding
common shares.

Sale of San Dimas Mine

On August 6, 2010, Goldcorp completed the sale of the San Dimas gold-silver mine (the San Dimas Mine) in Mexico to Primero Mining Corp. (formerly Mala Noche Resources Corp.)
(Primero). In consideration for the sale of the San Dimas Mine, Goldcorp received 31,151,200 common shares of Primero, representing approximately 36% of Primeros then issued and outstanding common shares, $214 million in cash, a
$60 million 12-month convertible note bearing an annual interest rate of 3% (the Convertible Note) and a $50 million five-year promissory note bearing an annual interest rate of 6%. Goldcorp, for so long as it holds at least 10% of
Primeros issued and outstanding common shares (on a non-diluted basis), has the right, subject to certain conditions, to participate in future equity financings and certain non-cash transactions undertaken by Primero to maintain its percentage
interest in Primero. Goldcorp currently holds approximately 35.3% of Primeros issued and outstanding common shares.

In
2011, Primero extended the maturity date of the Convertible Note for a further 12 months (to August 6, 2012) and repaid $30 million of the principal outstanding thereunder. Primero also announced that it intends to repay the balance of the
principal amount that is outstanding under the Convertible Note prior to its maturity date.

Sale of Escobal Project and Subsequent
Financing

On June 8, 2010, Goldcorp completed the sale of the Escobal silver deposit (the Escobal
Project) in Guatemala to Tahoe Resources Inc. (Tahoe). In consideration for the sale of the Escobal Project, Goldcorp received 47,766,000 common shares of Tahoe, representing approximately 40% of Tahoes then issued and
outstanding common shares on a fully-diluted basis and $224.6 million in cash. Goldcorp, for so long as it holds at least 20% of Tahoes issued and outstanding common shares, has the right, subject to certain conditions, to participate in
future equity financings and certain non-cash transactions undertaken by Tahoe to maintain its percentage interest in Tahoe.



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On December 23, 2010, Goldcorp maintained its percentage interest in Tahoe through the
purchase of 10,285,692 common shares of Tahoe for the aggregate purchase price of $144 million. Goldcorp continues to hold approximately 40% of Tahoes issued and outstanding common shares.

Acquisition of 70% Interest in El Morro Project

On February 16, 2010, Goldcorp Tesoro Inc. (GTI), a wholly-owned subsidiary of the Corporation, completed the acquisition of the 70% interest in the El Morro Project from Datawave
Sciences, Inc. (Datawave), a wholly-owned subsidiary of New Gold Inc. (New Gold) following the exercise of Datawaves right of first refusal with Xstrata Copper Chile S.A. (Xstrata Chile), a wholly-owned
subsidiary of Xstrata plc (Xstrata). GTI advanced $463 million to Inversiones Subco, SpA (Inversiones), a newly-formed Chilean subsidiary of Datawave, to fund the acquisition of the 70% interest from Xstrata. GTI also
advanced $50 million to Datawave to capitalize Inversiones. Following the acquisition of the Xstrata interest by Inversiones, GTI acquired the shares of Inversiones from Datawave and the parties agreed to amend certain terms of the El Morro
shareholders agreement, including with respect to Datawaves capital funding obligations. The El Morro Project is an advanced stage gold-copper project located in north-central Chile, Region III, approximately 80 kilometres east of the city of
Vallenar.

On January 13, 2010, Goldcorp received a statement of claim filed by Barrick Gold Corporation
(Barrick) in the Ontario Superior Court of Justice, against the Corporation, New Gold, and their affiliated subsidiaries, relating to the exercise of the right of first refusal by a New Gold subsidiary in respect of Xstrata Chiles
interest in the El Morro Project. Barrick subsequently filed a Fresh Amended Statement of Claim that added claims against Xstrata and its subsidiaries. See Legal Proceedings and Regulatory Actions for further information with respect to
these legal proceedings.

Acquisition of Canplats

On February 4, 2010, Goldcorp completed the acquisition of Canplats Resources Corporation (Canplats) (the Canplats Acquisition). In connection with the Canplats Acquisition,
each Canplats share was exchanged for $4.80 in cash. In the aggregate, $289.0 million in cash was paid to Canplats shareholders. The Camino Rojo Project, acquired through the Canplats Acquisition, is located approximately 50 kilometres from
Goldcorps Peñasquito Mine and expands Goldcorps land package in the district to more than 4,600 square kilometres, providing an abundance of compelling exploration targets.

Sale of New Gold Shares

On October 13, 2009, the Corporation disposed
of its 7% investment in New Gold for net proceeds of $65.2 million. The Corporation currently does not hold any common shares of New Gold.

Convertible Senior Note Offering

On June 5, 2009, Goldcorp completed a private offering of $862.5 million aggregate principal amount of 2% Convertible Senior Notes due 2014 (the Notes). The Notes have an initial
conversion price of approximately $47.98 per Common Share, subject to certain anti-dilution adjustments and adjustment in connection with specified corporate events. The Notes are convertible at any time from May 1, 2014, however, prior to
May 1, 2014, the Notes may be converted if the Common Shares have traded at 130% of the conversion price or upon the occurrence of certain other events. Upon conversion of the Notes, Goldcorp may, in lieu of delivery of Common Shares, elect to
pay or deliver, as the case may be, cash or a combination of cash and Common Shares, in respect of the converted Notes. As of the date of this annual information form, none of the Notes have been converted.



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DESCRIPTION OF THE BUSINESS

Goldcorp is engaged in the acquisition, exploration, development and operation of gold properties. The Corporation continues to
investigate and negotiate the acquisition of additional gold mining properties or interests in such properties. There is no assurance that any such investigations or negotiations will result in the completion of an acquisition.

Principal Products

The
Corporations principal product is gold doré with the refined gold bullion sold primarily in the London spot market. As a result, the Corporation will not be dependent on a particular purchaser with regard to the sale of the gold
doré. In addition to gold, the Corporation also produces silver, copper, lead and zinc primarily from concentrate produced at the Peñasquito Mine and Alumbrera Mine which is sold to third party refineries.

Competitive Conditions

The precious metal mineral exploration and mining business is a competitive business. The Corporation competes with numerous other
companies and individuals in the search for and the acquisition of attractive precious metal mineral properties. The ability of the Corporation to acquire precious metal mineral properties in the future will depend not only on its ability to develop
its present properties, but also on its ability to select and acquire suitable producing properties or prospects for precious metal development or mineral exploration.

In addition, the Corporation also competes with its competitors over sourcing raw materials and supplies used in connection with its mining operations, as well as for skilled experienced workers. See
Risk Factors  Availability of Supplies, Risk Factors  Availability of Key Executives and Other Personnel and Risk Factors  Competition.

Operations

Raw Materials

The Corporation has (i) gold Mineral Reserves at the Red Lake Gold Mines, the Porcupine Mine, the Musselwhite Mine, the Marigold
Mine, the El Sauzal Mine and the Éléonore Project; (ii) gold and silver Mineral Reserves at the Wharf Mine, the Dee/South Arturo Project, the Los Filos Mine, the Marlin Mine and the Cerro Negro Project; (iii) gold and copper
Mineral Reserves at the El Morro Project and the Alumbrera Mine; (iv) gold, silver and copper Mineral Reserves at the Pueblo Viejo Project; and (v) gold, silver, lead and zinc Mineral Reserves at the Peñasquito Mine.

Environmental Protection Requirements

The Corporations mining, exploration and development activities are subject to various levels of federal, provincial and state laws and regulations relating to the protection of the environment,
including requirements for closure and reclamation of mining properties.

The Corporations total liability for
reclamation and closure cost obligations at December 31, 2011 was $395 million. The undiscounted value of this liability is $1,354 million, calculated using an effective weighted inflation rate assumption of 2%. Reclamation expenditures for the
year ended December 31, 2011 were $23 million.

See Environmental and Sustainability Policy below and the
disclosure regarding environmental matters under the respective descriptions of the Corporations material mineral properties herein for further details regarding environmental matters.



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Employees

As at December 31, 2011, the Corporation had the following employees and contractors:



|                     |  |                    | 000000000000 |  |                    |  | 000000000000 |                |  |  | 000000000000 |  |  |  | 000000000000 | 
|-------------------- |  | ------------------ | ------------ |  | ------------------ |  | ------------ | -------------- |  |  | ------------ |  |  |  | ------------ | 
|Location             |  | Full-Time Salaried |              |  | Hourly (Non-Union) |  |              | Hourly (Union) |  |  | Contractors  | 
|Vancouver Office     |  |                    | 106          |  |                    |  | 0            |                |  |  | 0            |  |  |  | 6            | 
|Toronto Office       |  |                    | 17           |  |                    |  | 0            |                |  |  | 0            |  |  |  | 1            | 
|Reno Office          |  |                    | 20           |  |                    |  | 0            |                |  |  | 0            |  |  |  | 1            | 
|Mexico Offices       |  |                    | 118          |  |                    |  | 0            |                |  |  | 0            |  |  |  | 0            | 
|Guatemala Office     |  |                    | 29           |  |                    |  | 0            |                |  |  | 0            |  |  |  | 0            | 
|Chile Offices        |  |                    | 45           |  |                    |  | 0            |                |  |  | 0            |  |  |  | 115          | 
|Argentina Offices    |  |                    | 20           |  |                    |  | 0            |                |  |  | 0            |  |  |  | 0            | 
|Equity Silver        |  |                    | 5            |  |                    |  | 0            |                |  |  | 0            |  |  |  | 0            | 
|Éléonore Project     |  |                    | 54           |  |                    |  | 18           |                |  |  | 0            |  |  |  | 117          | 
|Musselwhite Mine     |  |                    | 151          |  |                    |  | 354          |                |  |  | 0            |  |  |  | 377          | 
|Porcupine Mine       |  |                    | 217          |  |                    |  | 221          |                |  |  | 236          |  |  |  | 442          | 
|Red Lake Gold Mines  |  |                    | 289          |  |                    |  | 622          |                |  |  | 0            |  |  |  | 687          | 
|Marigold Mine        |  |                    | 53           |  |                    |  | 239          |                |  |  | 0            |  |  |  | 20           | 
|Wharf Mine           |  |                    | 30           |  |                    |  | 120          |                |  |  | 0            |  |  |  | 16           | 
|El Sauzal Mine       |  |                    | 107          |  |                    |  | 252          |                |  |  | 0            |  |  |  | 111          | 
|Los Filos Mine       |  |                    | 269          |  |                    |  | 0            |                |  |  | 766          |  |  |  | 1,231        | 
|Peñasquito Mine      |  |                    | 343          |  |                    |  | 0            |                |  |  | 1,085        |  |  |  | 2,241        | 
|Marlin Mine          |  |                    | 1,228        |  |                    |  | 73           |                |  |  | 0            |  |  |  | 748          | 
|Cerro Blanco Project |  |                    | 156          |  |                    |  | 0            |                |  |  | 0            |  |  |  | 179          | 
|San Martin           |  |                    | 8            |  |                    |  | 0            |                |  |  | 0            |  |  |  | 17           | 
|El Morro Project     |  |                    | 10           |  |                    |  | 0            |                |  |  | 0            |  |  |  | 114          | 
|Cerro Negro Project  |  |                    | 152          |  |                    |  | 0            |                |  |  | 0            |  |  |  | 587          | 
|                     |  |                    |              |  |                    |  |              |                |  |  |              |  |  |  |              | 
|                     |  |                    | 3,427        |  |                    |  | 1,899        |                |  |  | 2,087        |  |  |  | 7,010        | 

In addition to the above, there are 89 full-time salaried expatriate employees. The
above table does not include employees at the Alumbrera Mine and the Pueblo Viejo Project for which the Corporation owns
371/2% and 40%, respectively, and is not the
operator.

Generally, management believes that labour relations at all locations are good. Despite this, recent
increased demand for skilled workers in the resource industry and increased demand for higher wages have led to higher employee turnover and increasing costs at some of Goldcorps operations. See Risk Factors  Availability of Key
Executives and Other Personnel.

Foreign Operations

The Corporation currently owns, among other interests, 662/3% of the Marigold Mine in the United States, 100% of the Wharf Mine
in the United States, 40% of the Dee/South Arturo Project in the United States, 100% of the Peñasquito Mine in Mexico, 100% of the Los Filos Mine in Mexico, 100% of the El Sauzal Mine in Mexico, 100% of the Noche Buena Project in Mexico, 100%
of the Camino Rojo Project in Mexico, 100% of the Marlin Mine in Guatemala, 40% of the Pueblo Viejo Project in the Dominican Republic, 100% of the Cerro Negro Project in Argentina, 70% of the El Morro Project in Chile, 371/2% of the Alumbrera Mine in Argentina and 100% of the Cerro Blanco
Project in Guatemala. Goldcorps operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to, terrorism;
hostage taking; military repression; expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; renegotiation or nullification of existing concessions, licenses, permits
and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to
local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Any changes in regulations or shifts in political attitudes in such foreign countries are beyond the control of the
Corporation and may adversely affect its business. Future development and operations may be affected in varying degrees by such factors as government regulations (or changes thereto) with respect to the restrictions on production, export controls,
income taxes, expropriation of property, repatriation of profits, environmental legislation, land use, water use, land claims of local people and mine safety. The effect of these factors cannot be accurately predicted. See Risk Factors 
Foreign Operations, Risk



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Factors  Resource Nationalism, Risk Factors  Government Regulation, Risk Factors  Economic and Political Instability in Guatemala, Risk
Factors  Economic and Political Instability in Argentina, Risk Factors  Security in Mexico, and Risk Factors  Corruption and Bribery Risk.

Safety Commitment

The Corporations vision of making Goldcorp
Safe Enough for Our Families is well understood by its employees and the Corporation continues to advance safety performance across all regions of its operations. At the end of 2011, safety performance as measured by the frequency of
reportable incidents had improved by 30%. However, 2011 was also a difficult year for safety at Goldcorp as the Corporation suffered four fatalities. The investigations and subsequent analysis have led to additional focus in several key areas,
including: (a) increased senior management visibility in the field; (b) improved risk identification and communication across the Corporation; and (c) improvement of emergency response times for remote locations.

In 2011, as part of its safety commitment, Goldcorp continued a strategy of behavioural and culture safety training to address safety
performance. Over 1,000 of the Corporations senior managers and leaders have taken a Safety Leadership Training program and in 2011, over 2,000 employees completed an additional safety behavioral training. The implementation of a
company-wide incident investigation process is also helping Goldcorp identify the root causes of potential significant incidents and allows Goldcorp to share such observations across the Corporation. Furthermore, in 2011, a safety management system
(based on the Occupational Safety & Health Administration 18001 system) was fully implemented, including the development of performance indicators for each element of the system. In 2012, Goldcorp will begin a self-assessment process in
order to better understand the effectiveness of the system. In 2011, six peer-review assessments of operations (Golden Eye safety reviews) were also completed within the Corporation in order to share best practices and assist with risk mitigation
strategies.

Occupational Health and Safety Policy

The Corporation has previously adopted an occupational health and safety policy (the Occupational Health and Safety Policy) that guides the Corporations objective of a safe and healthy
workplace. The Occupational Health and Safety Policy provides that Goldcorp will develop and implement effective management systems to identify, minimize and manage health and safety risks; promote and enhance employee commitment and accountability;
provide training and information; strive for continuous improvement by setting targets and measuring results; and provide the resources to achieve a safe and healthy work environment. The Occupational Health and Safety Policy is available on the
Corporations website at www.goldcorp.com.

Corporate Social Responsibility Policy

Goldcorps objective is to generate sustainable prosperity through its business operations, which means respecting the safety and
health of its employees, protecting the environment, respecting the human rights of its employees and the residents of the communities in which it operates, and contributing to the sustainable development of those communities.

The Corporation has adopted a corporate social responsibility policy (the Corporate Social Responsibility Policy) that is
guided by international standards and best practices and is supported by strategic relationships and other policies. Goldcorp believes that partnerships are the foundation of constructive, creative and sustainable development. The Corporate Social
Responsibility Policy provides that Goldcorp will meet its objectives through the development of meaningful and effective strategies for engaging with stakeholders, by establishing grievance mechanisms, and by partnering with non-governmental
organizations and integrating socio-economic, environmental, occupational health and safety, human rights, and governance best practices into the Corporations business processes. The Sustainability, Environment, Health and Safety Committee of
the Board of Directors is responsible for overseeing the Corporate Social Responsibility Policy and information regarding assessments and performance will be made available to the public through annual GRI (as defined below) reporting. The Corporate
Social Responsibility Policy is available on the Corporations website at www.goldcorp.com in English, Spanish and French.



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During 2011, Goldcorp implemented components of its corporate social responsibility
framework at the majority of its sites, including: socio-economic baseline studies, stakeholder mapping and prioritization and upgraded grievance mechanisms. In addition, some of Goldcorps noteworthy corporate social responsibility
activities and initiatives continue to include, among other things, the following:



| |  |  | United Nations Global Compact(UN Global Compact)  The UN Global Compact is a strategic policy initiative for businesses that
are committed to aligning their operations and strategies with ten universally accepted principles in the areas of human rights, labour, environment and anti-corruption. In 2009, Goldcorp became a signatory to the UN Global Compact.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | International Council on Mining and Metals (ICMM)  The ICMM is a collaborative organization comprised of mining and metals
companies and associations working together on sustainability-related issues important to the mining industry, of which Goldcorp is a member. The ICMM is a contributor to sustainable development and requires members to perform based on principles of
sustainable development.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Global Reporting Initiative(GRI)  The GRI is intended to serve as a generally accepted framework for reporting on an
organizations economic, environmental, and social performance. The GRI Reporting Framework contains general and sector-specific content applicable for reporting an organizations sustainability performance. Goldcorp has committed to using
the GRI as the basis for its sustainability reporting and has been reporting to and against the GRI since 2007.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Extractive Industries Transparency Initiative (EITI)  The EITI is a partnership of governments, international organizations,
companies, non-governmental organizations, investors and business and industrial organizations with the aim to strengthen governance by improving transparency in transactions between governments and companies in the extractive industries. This
transparency will in turn improve public awareness of the revenues from these industries, increasing the likelihood that they will contribute to sustainable development and poverty reduction. Goldcorp is an active supporter of the EITI, through the
Corporations membership in the ICMM and individual corporate action. For example, payments with respect to the Marlin Mine in Guatemala have been disclosed locally on billboards and internationally on the internet since the Marlin Mine
initiated operations in 2005. In countries where governments have indicated a desire to be a part of the process, Goldcorp is actively involved in contributing to the success of the initiative.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Voluntary Principles on Security and Human Rights(Voluntary Principles)  Governments of the United States and the United
Kingdom, companies in the extractive and energy sectors and non-governmental organizations have developed a set of voluntary principles to guide companies in maintaining the safety and security of their operations within an operating framework that
ensures respect for human rights and fundamental freedoms. Although Goldcorp is presently in the process of reviewing its formal participation in the Voluntary Principles, the Corporation nonetheless embraces the Voluntary Principles and seeks to
support their core values, including multi-stakeholder dialogue among government, non-government organizations and the Corporation.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See also, Environmental and Sustainability Policy below.

Human Rights Policy

Goldcorp has adopted a human rights policy (the Human Rights Policy) which integrates human rights best
practices into business processes and informs decision-making and due diligence processes. The Human Rights Policy provides that Goldcorp shall operate in a way that respects human rights of employees and the communities in which the Corporation
operates. The Human Rights Policy is guided by international laws and provides for, among other things, human rights of indigenous peoples in association with Convention 69 of the International Labour Organization (ILO Convention 169).

The Human Rights Policy recognizes that while governments have the primary responsibility to protect human rights,
Goldcorps activities have the potential to impact the human rights of individuals affected by its



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business operations. As such, the Human Rights Policy provides that Goldcorp will seek constructive dialogues and partnerships with a variety of stakeholders on its human rights performance,
especially those impacted directly by its operations. Furthermore, beginning in 2012, to meet its responsibilities to respect human rights, the Corporation plans to train all of its employees and contractors on human rights and the Human Rights
Policy. This training and its impact will be monitored and measured for effectiveness.

The Sustainability, Environment,
Health and Safety Committee of the Board of Directors is responsible for overseeing the Human Rights Policy and information regarding assessments and performance will be made available to the public through annual GRI reporting. The Human Rights
Policy is available on the Corporations website at www.goldcorp.com in English, Spanish and French.

Environmental and
Sustainability Policy

Goldcorp has implemented an environmental and sustainability policy (the Environmental and
Sustainability Policy) which states that the Corporation and its subsidiaries are committed to the protection of life, health and the environment for present and future generations. Resources will be focused to achieve shareholder
profitability in all operations without neglecting Goldcorps commitment to sustainable development. The needs and culture of the local communities will be respected. All employees are responsible for incorporating into their planning
and work the actions necessary to fulfill this commitment. The Environmental and Sustainability Policy is available on the Corporations website at www.goldcorp.com.

To meet these responsibilities, Goldcorp will provide its employees with the necessary resources to:



| |  |  | Design, construct, operate and close the Corporations facilities to comply with applicable local regulations and laws and to meet international
guidelines.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Promote employee commitment and accountability to the Environmental and Sustainability Policy and enhance employees capabilities in the
implementation through the use of integrated management systems.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Promote the development and implementation of effective systems to minimize risks to health, safety and the environment.
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Be proactive in community development programs so the communities are not reliant on the mines for their future.
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | Communicate openly with employees, local stakeholders and governments on the Corporations plans, programs and performance.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | Work cooperatively with government agencies, local communities, educational institutions and suppliers to achieve safe handling, use and disposal of
all of the Corporations materials, resources and products.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Use the best technologies to continuously improve the safe, efficient use of resources, processes and materials.
| | - |  | ----------------------------------------------------------------------------------------------------------------

Goldcorp believes that its Environmental and Sustainability Policy is effective in that none of its mineral properties received any fines
nor notices of violation of environmental laws or regulations during the year ended December 31, 2011 of a material nature. However, Les Mines Opinaca Ltée (Opinaca), a wholly-owned subsidiary of Goldcorp, and owner of the
Éléonore Project, did plead guilty in 2011 to nine charges of violating Quebec environmental laws in 2008 and 2009, and paid fines totaling C$400,000. The charges related to conducting certain development activities during the
exploration phase of the project without first obtaining all necessary permits and exemptions (all of which were subsequently obtained), discharging domestic wastewater from a septic system into a stream, non-compliance with an existing permit to
operate a dock in a water reservoir, and improper storage of materials. In addition, Goldcorps El Sauzal Mine was fined $8,000 for clearing and road building in an area of approximately 1.5 hectares for a new powder magazine. The fine was
paid and the area now has the appropriate permit.



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Goldcorps properties are routinely inspected by regulatory staff to ensure that such
properties are in compliance with applicable environmental laws and regulations. Such properties are also periodically audited by internal staff to ensure that such properties are in compliance with applicable environmental laws and regulations as
well as the Environmental and Sustainability Policy and standards. Such internal review also identifies areas where best practices can be updated. The Sustainability, Environment, Health and Safety Committee of the Board of Directors is
responsible for overseeing the Environmental and Sustainability Policy.

As part of Goldcorps goal to minimize the
impact on the environmental and social aspects of its projects and operations, it develops comprehensive closure and reclamation plans as part of its initial project planning and design. If it acquires a property that lacks a closure plan, Goldcorp
requires preparation of a closure plan. As part of the Corporations annual strategic business planning, the Corporation, through interaction with its sites, identifies the significant environmental risks and reviews and updates the total
closure costs for each property to account for additional knowledge acquired in respect of a property or for changes in applicable laws or regulations. This process ensures that the Corporation properly budgets for the costs associated with
implementing the environmental policies.

In addition to the initiatives described above under Corporate Social
Responsibility Policy, and consistent with the Environmental and Sustainability Policy, additional initiatives of particular importance to Goldcorp relating to the protection of the environment and sustainability are:



| |  |  | The Western Climate Initiative (the WCI)  The WCI is a cooperative effort of US states and Canadian provinces (including
British Columbia, Manitoba, Ontario and Quebec) that are collaborating to identify policies to reduce greenhouse gas emissions, including the design and implementation of a regional cap-and-trade program. The design for the WCI cap-and-trade program
is comprehensive. When it is fully implemented in 2015, the WCI program will cover up to 90% of the greenhouse gas emissions in WCI partner states and provinces. Goldcorp will continue to monitor developments in the WCI and its potential impacts on
its operations in Canada and the United States.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Carbon Disclosure Project (CDP)  The CDP is an independent not-for-profit organization aiming to create a lasting relationship
between shareholders and corporations regarding the implications for shareholder value and commercial operations presented by climate change. The goal of the CDP is to facilitate a dialogue, supported by quality information, from which a rational
response to climate change will emerge. Goldcorp made its first submission to the CDP in 2007, and continues to report on an annual basis.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | International Cyanide Management Code (the Cyanide Code)  The Cyanide Code is a voluntary industry program for companies
involved in the production of gold by the cyanidation process and focuses on the management of cyanide and cyanide solutions. The Cyanide Code addresses the production of cyanide, its transport from the producer to the mine, its on-site storage and
use, decommissioning and financial assurance, worker safety, emergency response, training, stakeholder involvement and implementation verification. Goldcorp became a signatory to the Cyanide Code in July 2007, and currently has seven mines in four
countries that are fully certified under the code (including Red Lake Gold Mines, Porcupine Mine, Musselwhite Mine, Marigold Mine, Los Filos Mine, El Sauzal Mine and Marlin Mine). Goldcorp is moving to have all its nominated operations certified to
the Cyanide Code.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As it relates to climate change, the Corporation acknowledges climate change as an
international and community concern. Accordingly, Goldcorp supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. Goldcorp is committed to reducing energy consumption and
greenhouse gas emissions and it promotes energy efficiency at all of its operations.

Access to available water resources is
another environmental concern to the Corporation and is under increasing pressure. Goldcorps use of water and energy resources can have potentially significant environmental impact if they are not designed and managed well and, as such,
efficient water and energy management is a priority at all Goldcorps operations. The efficient use of water is a priority, with a particular focus on recycling process water. Other initiatives that Goldcorp has adopted include
predictive water balance models, continuous



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improvement programs, and performance monitoring systems. For operations located in water-sensitive regions, Goldcorp monitors risks associated with water quality and quantity, and the potential
impact on local communities.

On May 30, 2011, Goldcorp was recognized by NASDAQ as one of the top 100 companies in the
world for its sustainability practices as part of its NASDAQ OMX CRD Global Sustainability Index. The NASDAQ OMX CRD Global Sustainability Index is an equity-weighted index made up of 100 companies that lead in measuring and reporting their carbon
footprint, energy usage, water consumption, hazardous and non-hazardous waste generation, workforce initiatives and community investing. Included companies must voluntarily disclose their current environmental, social and governance risks as well as
their revenue opportunities and how it will affect future performance. Goldcorp was also added to the Dow Jones Sustainability Index North America in 2010 but was removed from the index in September 2011.

Technical Information

CIM
Standards Definitions

The estimated Mineral Reserves and Mineral Resources for the Red Lake Gold Mines, the Porcupine
Mine, the Musselwhite Mine, the Marigold Mine, the Wharf Mine, the Éléonore Project, the Dee/South Arturo Project, the Los Filos Mine, the El Sauzal Mine, the Peñasquito Mine, the Marlin Mine, the Pueblo Viejo Project, the Cerro
Blanco Project, the Noche Buena Project, the San Nicolas Project,the Cerro Negro Project and the El Morro Project have been calculated in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) 
Definitions adopted by CIM Council on December 11, 2005 (the CIM Standards) which were adopted by the Canadian Securities Administrators National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI
43-101). The following definitions are reproduced from the CIM Standards:

The term Mineral
Resource is a concentration or occurrence of diamonds, natural solid inorganic material or natural solid fossilized organic material including base and precious metals, coal and industrial minerals in or on the Earths
crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or
interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

The term Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or
quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and drill holes.

The term Indicated Mineral
Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of
technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

The term Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are so
well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is
based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological
and grade continuity.

The term Mineral Reserve is the economically mineable part of a
Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of
reporting,



- 17 -



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that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

The term Probable Mineral Reserve is the economically mineable part of an Indicated Mineral
Resource and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that
demonstrate, at the time of reporting, that economic extraction can be justified.

The term Proven Mineral
Reserve is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and
other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

JORC Code Definitions

The estimated ore reserves and Mineral Resources for the Alumbrera Mine have been calculated in accordance with the
current (2004) version of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code), the Australian worldwide standards. The JORC Code has been accepted for current disclosure
rules in Canada under NI 43-101. The following definitions are reproduced from the JORC Code:

The term Mineral
Resource means a concentration or occurrence of material of intrinsic economic interest in or on the Earths crust in such form, quality and quantity that there are reasonable prospects for eventual economic extraction. The
location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological
confidence, into Inferred, Indicated and Measured categories.

The term Inferred Mineral
Resource means that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or
grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability.

The term Indicated Mineral Resource means that part of a Mineral Resource for which tonnage, densities,
shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops,
trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed.

The term Measured Mineral Resource means that part of a Mineral Resource for which tonnage,
densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and grade continuity.

The term Ore Reserve means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses
which may occur when the material is mined. Appropriate assessments and studies, have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social
and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves.

The term Probable Ore Reserve means the economically mineable part of an Indicated,
and in some circumstances, a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include



- 18 -



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consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the
time of reporting that extraction could reasonably be justified.

The term Proved Ore
Reserve means the economically mineable part of a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been
carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that
extraction could reasonably be justified.

The foregoing definitions of Ore Reserves and Mineral Resources as set forth in the
JORC Code have been reconciled to the definitions set forth in the CIM Standards. If the Ore Reserves and Mineral Resources for the Alumbrera Mine were estimated in accordance with the definitions in the CIM Standards, there would be no substantive
difference in such Ore Reserves and Mineral Resources.

Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates

Ore Reserve/Mineral Reserve Estimates

The following table sets forth the estimated gold, silver and copper Ore Reserves/Mineral Reserves for the Red Lake Gold Mines, the Porcupine Mine, the Musselwhite Mine, the Marigold Mine, the Wharf Mine,
the Dee/South Arturo Project, the Los Filos Mine, the El Sauzal Mine, the Peñasquito Mine, the Cerro Negro Project, the Alumbrera Mine, the Marlin Mine, the Pueblo Viejo Project, the Éléonore Project and the El Morro Project as
of December 31, 2011:

Proved/Proven and Probable Gold, Silver and Copper Ore/Mineral Reserves (1)(2)(9)



|                              |  | 00,000.00         |  |            | 00,000.00 |  |                  |  | 00,000.00 |                  |  |  | 00,000.00 |  |  |                     | 00,000.00 |  |                     |  | 00,000.00 |                     |  |  | 00,000.00 |  |  |  | 00,000.00 | 
|----------------------------- |  | ----------------- |  | ---------- | --------- |  | ---------------- |  | --------- | ---------------- |  |  | --------- |  |  | ------------------- | --------- |  | ------------------- |  | --------- | ------------------- |  |  | --------- |  |  |  | --------- | 
|                              |  |                   |  |            |           |  | Grade            |  |           | Contained Metal  | 
|Deposit                       |  | Category          |  | Tonnes     |           |  | Gold             |  |           | Silver           |  |  | Copper    |  |  | Gold                |           |  | Silver              |  |           | Copper              | 
|                              |  |                   |  | (millions) |           |  | (gramsper tonne) |  |           | (gramsper tonne) |  |  | (%)       |  |  | (millions ofounces) |           |  | (millions ofounces) |  |           | (millions ofpounds) | 
|Red Lake Gold Mines(3)        |  | Proven            |  |            | 2.38      |  |                  |  | 12.83     |                  |  |  |          |  |  |                     |          |  |                     |  | 0.98      |                     |  |  |          |  |  |  |          | 
|                              |  | Probable          |  |            | 9.02      |  |                  |  | 10.24     |                  |  |  |          |  |  |                     |          |  |                     |  | 2.97      |                     |  |  |          |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Proven + Probable |  |            | 11.40     |  |                  |  | 10.78     |                  |  |  |          |  |  |                     |          |  |                     |  | 3.95      |                     |  |  |          |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|Porcupine Mine                |  | Proven            |  |            | 27.91     |  |                  |  | 1.61      |                  |  |  |          |  |  |                     |          |  |                     |  | 1.44      |                     |  |  |          |  |  |  |          | 
|                              |  | Probable          |  |            | 67.41     |  |                  |  | 1.21      |                  |  |  |          |  |  |                     |          |  |                     |  | 2.62      |                     |  |  |          |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Proven + Probable |  |            | 95.32     |  |                  |  | 1.32      |                  |  |  |          |  |  |                     |          |  |                     |  | 4.06      |                     |  |  |          |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|Musselwhite Mine              |  | Proven            |  |            | 3.39      |  |                  |  | 5.78      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.63      |                     |  |  |          |  |  |  |          | 
|                              |  | Probable          |  |            | 7.90      |  |                  |  | 6.50      |                  |  |  |          |  |  |                     |          |  |                     |  | 1.65      |                     |  |  |          |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Proven + Probable |  |            | 11.29     |  |                  |  | 6.28      |                  |  |  |          |  |  |                     |          |  |                     |  | 2.28      |                     |  |  |          |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|Marigold Mine                 |  | Proven            |  |            | 20.44     |  |                  |  | 0.62      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.41      |                     |  |  |          |  |  |  |          | 
|(Goldcorps 66 2/3% interest) |  | Probable          |  |            | 115.28    |  |                  |  | 0.52      |                  |  |  |          |  |  |                     |          |  |                     |  | 1.91      |                     |  |  |          |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Proven + Probable |  |            | 135.72    |  |                  |  | 0.53      |                  |  |  |          |  |  |                     |          |  |                     |  | 2.32      |                     |  |  |          |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|Wharf Mine                    |  | Proven            |  |            | 10.35     |  |                  |  | 0.87      |                  |  |  | 3.08      |  |  |                     |          |  |                     |  | 0.29      |                     |  |  | 1.03      |  |  |  |          | 
|                              |  | Probable          |  |            | 14.93     |  |                  |  | 0.87      |                  |  |  | 3.75      |  |  |                     |          |  |                     |  | 0.42      |                     |  |  | 1.80      |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Proven + Probable |  |            | 25.28     |  |                  |  | 0.87      |                  |  |  | 3.48      |  |  |                     |          |  |                     |  | 0.70      |                     |  |  | 2.83      |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|Dee/South Arturo Project      |  | Proven            |  |            |          |  |                  |  |          |                  |  |  |          |  |  |                     |          |  |                     |  |          |                     |  |  |          |  |  |  |          | 
|(Goldcorps 40% interest)     |  | Probable          |  |            | 17.08     |  |                  |  | 1.70      |                  |  |  | 8.04      |  |  |                     |          |  |                     |  | 0.93      |                     |  |  | 4.41      |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Proven + Probable |  |            | 17.08     |  |                  |  | 1.70      |                  |  |  | 8.04      |  |  |                     |          |  |                     |  | 0.93      |                     |  |  | 4.41      |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|Los Filos Mine                |  | Proven            |  |            | 80.96     |  |                  |  | 0.96      |                  |  |  | 5.17      |  |  |                     |          |  |                     |  | 2.50      |                     |  |  | 13.45     |  |  |  |          | 
|                              |  | Probable          |  |            | 231.21    |  |                  |  | 0.71      |                  |  |  | 5.40      |  |  |                     |          |  |                     |  | 5.24      |                     |  |  | 40.16     |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Proven + Probable |  |            | 312.17    |  |                  |  | 0.77      |                  |  |  | 5.34      |  |  |                     |          |  |                     |  | 7.75      |                     |  |  | 53.61     |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|El Sauzal Mine                |  | Proven            |  |            | 0.87      |  |                  |  | 1.13      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.03      |                     |  |  |          |  |  |  |          | 
|                              |  | Probable          |  |            | 4.66      |  |                  |  | 1.50      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.22      |                     |  |  |          |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Proven + Probable |  |            | 5.53      |  |                  |  | 1.44      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.26      |                     |  |  |          |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|Peñasquito Mine(4)            |  | Proven            |  |            | 626.47    |  |                  |  | 0.54      |                  |  |  | 28.89     |  |  |                     |          |  |                     |  | 10.93     |                     |  |  | 581.92    |  |  |  |          | 
|Mill                          |  | Probable          |  |            | 517.19    |  |                  |  | 0.31      |                  |  |  | 20.16     |  |  |                     |          |  |                     |  | 5.08      |                     |  |  | 335.18    |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Proven + Probable |  |            | 1,143.65  |  |                  |  | 0.44      |                  |  |  | 24.94     |  |  |                     |          |  |                     |  | 16.01     |                     |  |  | 917.10    |  |  |  |          | 
|                              |  |                   |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 



- 19 -



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|                                                  |                   | 0,000.00                 |  |            | 0,000.00 |  |                  |      | 0,000.00 |                  |  |       | 0,000.00 |  |  |                     | 0,000.00 |  |                     |       | 0,000.00 |                     |  |       | 0,000.00 |  |  |       | 0,000.00 | 
|------------------------------------------------- | ----------------- | ------------------------ |  | ---------- | -------- |  | ---------------- | ---- | -------- | ---------------- |  | ----- | -------- |  |  | ------------------- | -------- |  | ------------------- | ----- | -------- | ------------------- |  | ----- | -------- |  |  | ----- | -------- | 
|                                                  |                   |                          |  |            |          |  | Grade            |      |          | Contained Metal  | 
|Deposit                                           |                   | Category                 |  | Tonnes     |          |  | Gold             |      |          | Silver           |  |       | Copper   |  |  | Gold                |          |  | Silver              |       |          | Copper              | 
|                                                  |                   |                          |  | (millions) |          |  | (gramsper tonne) |      |          | (gramsper tonne) |  |       | (%)      |  |  | (millions ofounces) |          |  | (millions ofounces) |       |          | (millions ofpounds) | 
|Peñasquito Mine(4)                                |                   | Proven                   |  |            | 33.32    |  |                  |      | 0.15     |                  |  |       | 14.39    |  |  |                     |         |  |                     |       | 0.16     |                     |  |       | 15.41    |  |  |       |         | 
|Heap Leach                                        |                   | Probable                 |  |            | 92.10    |  |                  |      | 0.13     |                  |  |       | 9.36     |  |  |                     |         |  |                     |       | 0.37     |                     |  |       | 27.71    |  |  |       |         | 
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |          | 
|                                                  |                   | Proven + Probable        |  |            | 125.42   |  |                  |      | 0.13     |                  |  |       | 10.69    |  |  |                     |         |  |                     |       | 0.53     |                     |  |       | 43.12    |  |  |       |         | 
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |          | 
|Cerro Negro Project(5)                            |                   | Proven                   |  |            |         |  |                  |      |         |                  |  |       |         |  |  |                     |         |  |                     |       |         |                     |  |       |         |  |  |       |         | 
|                                                  |                   | Probable                 |  |            | 13.87    |  |                  |      | 10.18    |                  |  |       | 86.93    |  |  |                     |         |  |                     |       | 4.54     |                     |  |       | 38.78    |  |  |       |         | 
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |          | 
|                                                  |                   | Proven + Probable        |  |            | 13.87    |  |                  |      | 10.18    |                  |  |       | 86.93    |  |  |                     |         |  |                     |       | 4.54     |                     |  |       | 38.78    |  |  |       |         | 
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |          | 
|Alumbrera Mine
(Goldcorps
371/2% interest)       |                   | Proved                   |  |            | 93.00    |  |                  |      | 0.37     |                  |  |       |         |  |  |                     | 0.37     |  |                     |       | 1.10     |                     |  |       |         |  |  |       | 759      | 
|                                                  | Probable          |                          |  | 3.00       |          |  |                  | 0.24 |          |                  |  |      |          |  |  | 0.28                |          |  |                     | 0.02  |          |                     |  |       |          |  |  | 19    |         
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |         
|                                                  | Proved + Probable |                          |  | 96.00      |          |  |                  | 0.36 |          |                  |  |      |          |  |  | 0.37                |          |  |                     | 1.13  |          |                     |  |      |          |  |  | 777   |         
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |          | 
|Marlin Mine(6)                                    |                   | Proven                   |  |            | 4.41     |  |                  |      | 4.11     |                  |  |       | 133.43   |  |  |                     |         |  |                     |       | 0.58     |                     |  |       | 18.92    |  |  |       |         | 
|                                                  |                   | Probable                 |  |            | 3.75     |  |                  |      | 5.52     |                  |  |       | 287.08   |  |  |                     |         |  |                     |       | 0.66     |                     |  |       | 34.57    |  |  |       |         | 
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |          | 
|                                                  |                   | Proven + Probable        |  |            | 8.16     |  |                  |      | 4.76     |                  |  |       | 204.00   |  |  |                     |         |  |                     |       | 1.25     |                     |  |       | 53.49    |  |  |       |         | 
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |          | 
|Pueblo Viejo Project(7) (Goldcorps 40% interest) |                   | Proven                   |  |            | 14.47    |  |                  |      | 3.36     |                  |  |       | 26.00    |  |  |                     | 0.08     |  |                     |       | 1.56     |                     |  |       | 12.10    |  |  |       | 26       | 
|                                                  | Probable          |                          |  | 99.67      |          |  |                  | 2.67 |          |                  |  | 16.22 |          |  |  | 0.10                |          |  |                     | 8.55  |          |                     |  | 51.97 |          |  |  | 211   |         
|                                                  | Proven + Probable |                          |  | 114.14     |          |  |                  | 2.76 |          |                  |  | 17.46 |          |  |  | 0.09                |          |  |                     | 10.12 |          |                     |  | 64.07 |          |  |  | 236   |         
|Éléonore Project(8)                               |                   | Proven                   |  |            |         |  |                  |      |         |                  |  |       |         |  |  |                     |         |  |                     |       |         |                     |  |       |         |  |  |       |         | 
|                                                  |                   | Probable                 |  |            | 12.48    |  |                  |      | 7.56     |                  |  |       |         |  |  |                     |         |  |                     |       | 3.03     |                     |  |       |         |  |  |       |         | 
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |          | 
|                                                  |                   | Proven + Probable        |  |            | 12.48    |  |                  |      | 7.56     |                  |  |       |         |  |  |                     |         |  |                     |       | 3.03     |                     |  |       |         |  |  |       |         | 
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |          | 
|El Morro Project
(Goldcorps70% interest)         |                   | Proven                   |  |            | 215.63   |  |                  |      | 0.58     |                  |  |       |         |  |  |                     | 0.57     |  |                     |       | 4.00     |                     |  |       |         |  |  |       | 2,691    | 
|                                                  | Probable          |                          |  | 148.52     |          |  |                  | 0.38 |          |                  |  |      |          |  |  | 0.51                |          |  |                     | 1.84  |          |                     |  |      |          |  |  | 1,669 |         
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |         
|                                                  | Proven + Probable |                          |  | 364.14     |          |  |                  | 0.50 |          |                  |  |      |          |  |  | 0.54                |          |  |                     | 5.84  |          |                     |  |      |          |  |  | 4,360 |         
|                                                  |                   |                          |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       |          |                     |  |       |          |  |  |       |          | 
|Total                                             |                   | Proved/Proven            |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       | 24.62    |                     |  |       | 642.82   |  |  |       | 3,475    | 
|                                                  |                   | Probable                 |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       | 40.07    |                     |  |       | 534.58   |  |  |       | 1,898    | 
|                                                  |                   | Proved/Proven + Probable |  |            |          |  |                  |      |          |                  |  |       |          |  |  |                     |          |  |                     |       | 64.7     |                     |  |       | 1,177.40 |  |  |       | 5,373    | 



|(1) | All Mineral Reserves or Ore Reserves have been calculated in accordance with the CIM Standards or the JORC Code. The JORC Code has been accepted for current disclosure
rules in Canada under NI 43-101. All Mineral Reserves and Ore Reserves have been reported as of December 31, 2011, other than Mineral Reserves for Marigold, which are as of December 1, 2011.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | All Mineral Reserves and Ore Reserves set out in the table above, other than the Mineral Reserves for the Pueblo Viejo Project, have been reviewed and approved by
Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves for the Pueblo Viejo Project have been reviewed and approved by Robbert Borst, C.Eng., Associate Principal Mining
Engineer, Roscoe Postle Associates Inc. (RPA), who is a qualified person under NI 43-101.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The Mineral Reserves for the Red Lake Gold Mines set out in the table above are classified as proven and probable, and are based on the CIM Standards. See
Description of the Business  Mineral Properties  Canada and the United States  Red Lake Gold Mines, Canada  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The Mineral Reserves for the Peñasquito Mine set out in the table above are classified as proven and probable, and are based on the CIM Standards. See
Description of the Business  Mineral Properties  Mexico  Peñasquito Mine, Mexico  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The Mineral Reserves for the Cerro Negro Project set out in the table above are classified as proven and probable, and are based on the CIM Standards. See
Description of the Business  Mineral Properties  Central and South America  Cerro Negro Project, Argentina  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | The Mineral Reserves for the Marlin Mine set out in the table above are classified as proven and probable, and are based on the CIM Standards. See Description of
the Business  Mineral Properties  Central and South America  Marlin Mine, Guatemala  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | The Mineral Reserves for the Pueblo Viejo Project set out in the table above are classified as proven and probable, and are based on the CIM Standards. See
Description of the Business  Mineral Properties  Central and South America  Pueblo Viejo Project, Dominican Republic  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | The Mineral Reserves for the Éléonore Project set out in the table above are classified as proven and probable, and are based on the CIM Standards. See
Description of the Business  Mineral Properties  Canada and the United States  Éléonore Project, Canada  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Numbers may not add up due to rounding.
|--- | ---------------------------------------



- 20 -



---

The following table sets forth the estimated lead and zinc Mineral Reserves for the
Peñasquito Mine  Mill as of December 31, 2011:

Proven and Probable Lead and Zinc
Mineral Reserves (1)(2)(3)(4)



|                  |  |            | 000,000.00 |  |       |  | 000,000.00 |                 |  |  | 000,000.00          |  |  |                     | 000,000.00 |  |  |  | 000,000.00 | 
|----------------- |  | ---------- | ---------- |  | ----- |  | ---------- | --------------- |  |  | ------------------- |  |  | ------------------- | ---------- |  |  |  | ---------- | 
|                  |  |            |            |  | Grade |  |            | Contained Metal | 
|Category          |  | Tonnes     |            |  | Lead  |  |            | Zinc            |  |  | Lead                |  |  | Zinc                |           
|                  |  | (millions) |            |  | (%)   |  |            | (%)             |  |  | (millions ofpounds) |  |  | (millions ofpounds) |           
|Proven            |  |            | 626.47     |  |       |  | 0.29       |                 |  |  | 0.69                |  |  |                     | 3,955      |  |  |  | 9,526      | 
|Probable          |  |            | 517.19     |  |       |  | 0.19       |                 |  |  | 0.46                |  |  |                     | 2,211      |  |  |  | 5,241      | 
|Proven + Probable |  |            | 1,143.65   |  |       |  | 0.24       |                 |  |  | 0.59                |  |  |                     | 6,165      |  |  |  | 14,767     | 



|(1) | All Mineral Reserves have been calculated in accordance with the CIM Standards. All Mineral Reserves have been reported as of December 31, 2011.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | All Mineral Reserves set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a
qualified person under NI 43-101.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The Mineral Reserves for the Peñasquito Mine set out in the table above are classified as proven and probable, and are based on the CIM Standards. See
Description of the Business  Mineral Properties  Mexico  Peñasquito Mine, Mexico  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Numbers may not add up due to rounding.
|--- | ---------------------------------------

Mineral Resource Estimates

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources

This section uses the terms Measured, Indicated and Inferred Resources. United States investors are
advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. Inferred Mineral Resources have a great amount of uncertainty as to their
existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not
form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are
also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

The following table sets forth the estimated gold, silver and copper Mineral Resources for the Red Lake Gold Mines, the Cochenour Deposit, the Porcupine Mine, the Musselwhite Mine, the Marigold Mine, the
Wharf Mine, the Éléonore Project, the Dee/South Arturo Project, the Los Filos Mine, the El Sauzal Mine, the Peñasquito Mine, the Cerro Negro Project, the Marlin Mine, the Pueblo Viejo Project, the El Morro Project, the Cerro
Blanco Project, the Noche Buena Project, the San Nicolas Project and the Camino Rojo Project as of December 31, 2011:

Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources
(1)(2)(9)(10)

(excluding Proved/Proven and Probable Mineral Reserves)



|                       |  | 0,000.00             |  |            | 0,000.00 |  |                  |  | 0,000.00 |                  |  |  | 0,000.00 |  |  |                     | 0,000.00 |  |                     |  | 0,000.00 |                     |  |  | 0,000.00 |  |  |  | 0,000.00 | 
|---------------------- |  | -------------------- |  | ---------- | -------- |  | ---------------- |  | -------- | ---------------- |  |  | -------- |  |  | ------------------- | -------- |  | ------------------- |  | -------- | ------------------- |  |  | -------- |  |  |  | -------- | 
|                       |  |                      |  |            |          |  | Grade            |  |          | Contained Metal  | 
|Deposit                |  | Category             |  | Tonnes     |          |  | Gold             |  |          | Silver           |  |  | Copper   |  |  | Gold                |          |  | Silver              |  |          | Copper              | 
|                       |  |                      |  | (millions) |          |  | (gramsper tonne) |  |          | (gramsper tonne) |  |  | (%)      |  |  | (millionsof ounces) |          |  | (millions ofounces) |  |          | (millions ofpounds) | 
|Red Lake Gold Mines(3) |  | Measured             |  |            | 2.15     |  |                  |  | 15.01    |                  |  |  |         |  |  |                     |         |  |                     |  | 1.04     |                     |  |  |         |  |  |  |         | 
|                       |  | Indicated            |  |            | 4.59     |  |                  |  | 11.36    |                  |  |  |         |  |  |                     |         |  |                     |  | 1.68     |                     |  |  |         |  |  |  |         | 
|                       |  |                      |  |            |          |  |                  |  |          |                  |  |  |          |  |  |                     |          |  |                     |  |          |                     |  |  |          |  |  |  |          | 
|                       |  | Measured + Indicated |  |            | 6.74     |  |                  |  | 12.52    |                  |  |  |         |  |  |                     |         |  |                     |  | 2.71     |                     |  |  |         |  |  |  |         | 
|                       |  |                      |  |            |          |  |                  |  |          |                  |  |  |          |  |  |                     |          |  |                     |  |          |                     |  |  |          |  |  |  |          | 
|                       |  | Inferred             |  |            | 2.98     |  |                  |  | 14.09    |                  |  |  |         |  |  |                     |         |  |                     |  | 1.35     |                     |  |  |         |  |  |  |         | 
|                       |  |                      |  |            |          |  |                  | 
|Cochenour Deposit(3)   |  | Measured             |  |            |         |  |                  |  |         |                  |  |  |         |  |  |                     |         |  |                     |  |         |                     |  |  |         |  |  |  |         | 
|                       |  | Indicated            |  |            |         |  |                  |  |         |                  |  |  |         |  |  |                     |         |  |                     |  |         |                     |  |  |         |  |  |  |         | 
|                       |  |                      |  |            |          |  |                  |  |          |                  |  |  |          |  |  |                     |          |  |                     |  |          |                     |  |  |          |  |  |  |          | 
|                       |  | Measured + Indicated |  |            |         |  |                  |  |         |                  |  |  |         |  |  |                     |         |  |                     |  |         |                     |  |  |         |  |  |  |         | 
|                       |  |                      |  |            |          |  |                  |  |          |                  |  |  |          |  |  |                     |          |  |                     |  |          |                     |  |  |          |  |  |  |          | 
|                       |  | Inferred             |  |            | 9.27     |  |                  |  | 10.77    |                  |  |  |         |  |  |                     |         |  |                     |  | 3.21     |                     |  |  |         |  |  |  |         | 
|                       |  |                      |  |            |          |  |                  | 
|Porcupine Mine         |  | Measured             |  |            | 45.99    |  |                  |  | 1.18     |                  |  |  |         |  |  |                     |         |  |                     |  | 1.75     |                     |  |  |         |  |  |  |         | 
|                       |  | Indicated            |  |            | 146.64   |  |                  |  | 1.09     |                  |  |  |         |  |  |                     |         |  |                     |  | 5.12     |                     |  |  |         |  |  |  |         | 
|                       |  |                      |  |            |          |  |                  |  |          |                  |  |  |          |  |  |                     |          |  |                     |  |          |                     |  |  |          |  |  |  |          | 



- 21 -



---

|                              |  | 00,000.00            |  |            | 00,000.00 |  |                  |  | 00,000.00 |                  |  |  | 00,000.00 |  |  |                     | 00,000.00 |  |                     |  | 00,000.00 |                     |  |  | 00,000.00 |  |  |  | 00,000.00 | 
|----------------------------- |  | -------------------- |  | ---------- | --------- |  | ---------------- |  | --------- | ---------------- |  |  | --------- |  |  | ------------------- | --------- |  | ------------------- |  | --------- | ------------------- |  |  | --------- |  |  |  | --------- | 
|                              |  |                      |  |            |           |  | Grade            |  |           | Contained Metal  | 
|Deposit                       |  | Category             |  | Tonnes     |           |  | Gold             |  |           | Silver           |  |  | Copper    |  |  | Gold                |           |  | Silver              |  |           | Copper              | 
|                              |  |                      |  | (millions) |           |  | (gramsper tonne) |  |           | (gramsper tonne) |  |  | (%)       |  |  | (millions ofounces) |           |  | (millions ofounces) |  |           | (millions ofpounds) | 
|                              |  | Measured + Indicated |  |            | 192.63    |  |                  |  | 1.11      |                  |  |  |          |  |  |                     |          |  |                     |  | 6.87      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 15.10     |  |                  |  | 2.08      |                  |  |  |          |  |  |                     |          |  |                     |  | 1.01      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Musselwhite Mine              |  | Measured             |  |            | 0.15      |  |                  |  | 4.81      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.02      |                     |  |  |          |  |  |  |          | 
|                              |  | Indicated            |  |            | 0.70      |  |                  |  | 5.50      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.12      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 0.85      |  |                  |  | 5.38      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.15      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 4.99      |  |                  |  | 5.72      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.92      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Marigold Mine                 |  | Measured             |  |            | 1.24      |  |                  |  | 0.41      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.02      |                     |  |  |          |  |  |  |          | 
|(Goldcorps 66 2/3% interest) |  | Indicated            |  |            | 18.68     |  |                  |  | 0.42      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.25      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 19.92     |  |                  |  | 0.42      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.27      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 6.68      |  |                  |  | 0.45      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.10      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Wharf Mine                    |  | Measured             |  |            | 0.75      |  |                  |  | 0.78      |                  |  |  | 1.67      |  |  |                     |          |  |                     |  | 0.02      |                     |  |  | 0.04      |  |  |  |          | 
|                              |  | Indicated            |  |            | 5.36      |  |                  |  | 0.80      |                  |  |  | 3.68      |  |  |                     |          |  |                     |  | 0.14      |                     |  |  | 0.64      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 6.11      |  |                  |  | 0.80      |                  |  |  | 3.44      |  |  |                     |          |  |                     |  | 0.16      |                     |  |  | 0.68      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            |          |  |                  |  |          |                  |  |  |          |  |  |                     |          |  |                     |  |          |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Éléonore Project(4)           |  | Measured             |  |            | 0.14      |  |                  |  | 10.01     |                  |  |  |          |  |  |                     |          |  |                     |  | 0.04      |                     |  |  |          |  |  |  |          | 
|                              |  | Indicated            |  |            | 1.23      |  |                  |  | 11.05     |                  |  |  |          |  |  |                     |          |  |                     |  | 0.44      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 1.36      |  |                  |  | 10.95     |                  |  |  |          |  |  |                     |          |  |                     |  | 0.48      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 12.25     |  |                  |  | 10.60     |                  |  |  |          |  |  |                     |          |  |                     |  | 4.17      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Dee/South Arturo Project      |  | Measured             |  |            |          |  |                  |  |          |                  |  |  |          |  |  |                     |          |  |                     |  |          |                     |  |  |          |  |  |  |          | 
|(Goldcorps 40% interest)     |  | Indicated            |  |            | 12.99     |  |                  |  | 1.32      |                  |  |  | 8.84      |  |  |                     |          |  |                     |  | 0.55      |                     |  |  | 3.69      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 12.99     |  |                  |  | 1.32      |                  |  |  | 8.84      |  |  |                     |          |  |                     |  | 0.55      |                     |  |  | 3.69      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 6.33      |  |                  |  | 0.77      |                  |  |  | 6.98      |  |  |                     |          |  |                     |  | 0.16      |                     |  |  | 1.42      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Los Filos Mine                |  | Measured             |  |            | 7.89      |  |                  |  | 1.95      |                  |  |  | 9.55      |  |  |                     |          |  |                     |  | 0.50      |                     |  |  | 2.42      |  |  |  |          | 
|                              |  | Indicated            |  |            | 42.70     |  |                  |  | 1.04      |                  |  |  | 7.24      |  |  |                     |          |  |                     |  | 1.42      |                     |  |  | 9.94      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 50.58     |  |                  |  | 1.18      |                  |  |  | 7.60      |  |  |                     |          |  |                     |  | 1.92      |                     |  |  | 12.37     |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 158.37    |  |                  |  | 0.77      |                  |  |  | 5.86      |  |  |                     |          |  |                     |  | 3.91      |                     |  |  | 29.86     |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|El Sauzal Mine                |  | Measured             |  |            | 1.45      |  |                  |  | 0.92      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.04      |                     |  |  |          |  |  |  |          | 
|                              |  | Indicated            |  |            | 0.70      |  |                  |  | 1.51      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.03      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 2.15      |  |                  |  | 1.11      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.08      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 0.04      |  |                  |  | 1.35      |                  |  |  |          |  |  |                     |          |  |                     |  | 0.00      |                     |  |  |          |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Peñasquito Mine(5)            |  | Measured             |  |            | 136.24    |  |                  |  | 0.16      |                  |  |  | 13.11     |  |  |                     |          |  |                     |  | 0.68      |                     |  |  | 57.43     |  |  |  |          | 
|Mill                          |  | Indicated            |  |            | 512.93    |  |                  |  | 0.18      |                  |  |  | 12.40     |  |  |                     |          |  |                     |  | 2.95      |                     |  |  | 204.54    |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 649.17    |  |                  |  | 0.17      |                  |  |  | 12.55     |  |  |                     |          |  |                     |  | 3.63      |                     |  |  | 261.97    |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 146.70    |  |                  |  | 0.19      |                  |  |  | 8.81      |  |  |                     |          |  |                     |  | 0.90      |                     |  |  | 41.54     |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Peñasquito Mine(5)            |  | Measured             |  |            | 4.07      |  |                  |  | 0.05      |                  |  |  | 4.61      |  |  |                     |          |  |                     |  | 0.01      |                     |  |  | 0.60      |  |  |  |          | 
|Heap Leach                    |  | Indicated            |  |            | 24.81     |  |                  |  | 0.07      |                  |  |  | 3.85      |  |  |                     |          |  |                     |  | 0.05      |                     |  |  | 3.07      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 28.88     |  |                  |  | 0.07      |                  |  |  | 3.95      |  |  |                     |          |  |                     |  | 0.06      |                     |  |  | 3.67      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 56.21     |  |                  |  | 0.16      |                  |  |  | 1.67      |  |  |                     |          |  |                     |  | 0.29      |                     |  |  | 3.01      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Cerro Negro Project(6)        |  | Measured             |  |            |          |  |                  |  |          |                  |  |  |          |  |  |                     |          |  |                     |  |          |                     |  |  |          |  |  |  |          | 
|                              |  | Indicated            |  |            | 5.24      |  |                  |  | 3.26      |                  |  |  | 18.45     |  |  |                     |          |  |                     |  | 0.55      |                     |  |  | 3.11      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 5.24      |  |                  |  | 3.26      |                  |  |  | 18.45     |  |  |                     |          |  |                     |  | 0.55      |                     |  |  | 3.11      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 4.56      |  |                  |  | 7.12      |                  |  |  | 35.11     |  |  |                     |          |  |                     |  | 1.04      |                     |  |  | 5.15      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Marlin Mine(7)                |  | Measured             |  |            | 0.08      |  |                  |  | 2.49      |                  |  |  | 120.86    |  |  |                     |          |  |                     |  | 0.01      |                     |  |  | 0.30      |  |  |  |          | 
|                              |  | Indicated            |  |            | 0.47      |  |                  |  | 2.20      |                  |  |  | 89.09     |  |  |                     |          |  |                     |  | 0.03      |                     |  |  | 1.35      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 0.55      |  |                  |  | 2.24      |                  |  |  | 93.54     |  |  |                     |          |  |                     |  | 0.04      |                     |  |  | 1.65      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 0.85      |  |                  |  | 3.47      |                  |  |  | 202.29    |  |  |                     |          |  |                     |  | 0.09      |                     |  |  | 5.50      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Pueblo Viejo Project(8)       |  | Measured             |  |            | 1.39      |  |                  |  | 2.14      |                  |  |  | 12.53     |  |  |                     | 0.12      |  |                     |  | 0.10      |                     |  |  | 0.56      |  |  |  | 4         | 
|(Goldcorps 40% interest)     |  | Indicated            |  |            | 71.30     |  |                  |  | 1.88      |                  |  |  | 10.39     |  |  |                     | 0.08      |  |                     |  | 4.30      |                     |  |  | 23.82     |  |  |  | 132       | 
|                              |  | Measured + Indicated |  |            | 72.69     |  |                  |  | 1.88      |                  |  |  | 10.43     |  |  |                     | 0.08      |  |                     |  | 4.40      |                     |  |  | 24.37     |  |  |  | 136       | 
|                              |  | Inferred             |  |            | 9.05      |  |                  |  | 1.61      |                  |  |  | 12.76     |  |  |                     | 0.08      |  |                     |  | 0.47      |                     |  |  | 3.71      |  |  |  | 15        | 
|                              |  |                      |  |            |           |  |                  | 
|El Morro Project              |  | Measured             |  |            | 24.54     |  |                  |  | 0.36      |                  |  |  |          |  |  |                     | 0.35      |  |                     |  | 0.28      |                     |  |  |          |  |  |  | 187       | 
|(Goldcorps 70% interest)     |  | Indicated            |  |            | 84.80     |  |                  |  | 0.28      |                  |  |  |          |  |  |                     | 0.31      |  |                     |  | 0.77      |                     |  |  |          |  |  |  | 572       | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 109.34    |  |                  |  | 0.30      |                  |  |  |          |  |  |                     | 0.31      |  |                     |  | 1.05      |                     |  |  |          |  |  |  | 758       | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 536.04    |  |                  |  | 0.25      |                  |  |  |          |  |  |                     | 0.34      |  |                     |  | 4.22      |                     |  |  |          |  |  |  | 3,979     | 
|                              |  |                      |  |            |           |  |                  | 
|Cerro Blanco Project          |  | Measured             |  |            |          |  |                  |  |          |                  |  |  |          |  |  |                     |          |  |                     |  |          |                     |  |  |          |  |  |  |          | 
|                              |  | Indicated            |  |            | 2.52      |  |                  |  | 15.64     |                  |  |  | 72.00     |  |  |                     |          |  |                     |  | 1.27      |                     |  |  | 5.80      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Measured + Indicated |  |            | 2.52      |  |                  |  | 15.64     |                  |  |  | 72.00     |  |  |                     |          |  |                     |  | 1.27      |                     |  |  | 5.80      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                              |  | Inferred             |  |            | 1.35      |  |                  |  | 15.31     |                  |  |  | 59.60     |  |  |                     |          |  |                     |  | 0.67      |                     |  |  | 2.60      |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  | 
|Noche Buena Project           |  | Measured             |  |            |          |  |                  |  |          |                  |  |  |          |  |  |                     |          |  |                     |  |          |                     |  |  |          |  |  |  |          | 
|                              |  | Indicated            |  |            | 71.75     |  |                  |  | 0.42      |                  |  |  | 14.06     |  |  |                     |          |  |                     |  | 0.96      |                     |  |  | 32.44     |  |  |  |          | 
|                              |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 



- 22 -



---

|                          |  | 00,000.00            |  |            | 00,000.00 |  |                  |  | 00,000.00 |                  |  |  | 00,000.00 |  |  |                     | 00,000.00 |  |                     |  | 00,000.00 |                     |  |  | 00,000.00 |  |  |  | 00,000.00 | 
|------------------------- |  | -------------------- |  | ---------- | --------- |  | ---------------- |  | --------- | ---------------- |  |  | --------- |  |  | ------------------- | --------- |  | ------------------- |  | --------- | ------------------- |  |  | --------- |  |  |  | --------- | 
|                          |  |                      |  |            |           |  | Grade            |  |           | Contained Metal  | 
|Deposit                   |  | Category             |  | Tonnes     |           |  | Gold             |  |           | Silver           |  |  | Copper    |  |  | Gold                |           |  | Silver              |  |           | Copper              | 
|                          |  |                      |  | (millions) |           |  | (gramsper tonne) |  |           | (gramsper tonne) |  |  | (%)       |  |  | (millionsof ounces) |           |  | (millionsof ounces) |  |           | (millionsof pounds) | 
|                          |  | Measured + Indicated |  |            | 71.75     |  |                  |  | 0.42      |                  |  |  | 14.06     |  |  |                     |          |  |                     |  | 0.96      |                     |  |  | 32.44     |  |  |  |          | 
|                          |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                          |  | Inferred             |  |            | 17.67     |  |                  |  | 0.42      |                  |  |  | 13.92     |  |  |                     |          |  |                     |  | 0.24      |                     |  |  | 7.91      |  |  |  |          | 
|San Nicolas Project       |  | Measured             |  |            | 0.40      |  |                  |  | 0.96      |                  |  |  | 46.54     |  |  |                     | 0.73      |  |                     |  | 0.01      |                     |  |  | 0.59      |  |  |  | 7         | 
|(Goldcorps 21% interest) |  | Indicated            |  |            | 16.40     |  |                  |  | 0.47      |                  |  |  | 28.59     |  |  |                     | 1.34      |  |                     |  | 0.25      |                     |  |  | 15.07     |  |  |  | 485       | 
|                          |  | Measured + Indicated |  |            | 16.79     |  |                  |  | 0.48      |                  |  |  | 29.01     |  |  |                     | 1.33      |  |                     |  | 0.26      |                     |  |  | 15.66     |  |  |  | 491       | 
|                          |  | Inferred             |  |            | 1.47      |  |                  |  | 0.37      |                  |  |  | 23.83     |  |  |                     | 1.28      |  |                     |  | 0.02      |                     |  |  | 1.13      |  |  |  | 41        | 
|Camino Rojo Project       |  | Measured             |  |            | 28.99     |  |                  |  | 0.66      |                  |  |  | 13.50     |  |  |                     |          |  |                     |  | 0.61      |                     |  |  | 12.55     |  |  |  |          | 
|                          |  | Indicated            |  |            | 111.90    |  |                  |  | 0.60      |                  |  |  | 11.10     |  |  |                     |          |  |                     |  | 2.17      |                     |  |  | 40.00     |  |  |  |          | 
|                          |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                          |  | Measured + Indicated |  |            | 140.88    |  |                  |  | 0.62      |                  |  |  | 11.60     |  |  |                     |          |  |                     |  | 2.79      |                     |  |  | 52.55     |  |  |  |          | 
|                          |  |                      |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  |           |                     |  |  |           |  |  |  |           | 
|                          |  | Inferred             |  |            | 27.39     |  |                  |  | 0.40      |                  |  |  | 6.70      |  |  |                     |          |  |                     |  | 0.36      |                     |  |  | 5.86      |  |  |  |          | 
|Total                     |  | Measured             |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  | 5.12      |                     |  |  | 74.49     |  |  |  | 197       | 
|                          |  | Indicated            |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  | 23.08     |                     |  |  | 343.47    |  |  |  | 1,189     | 
|                          |  | Measured + Indicated |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  | 28.20     |                     |  |  | 417.97    |  |  |  | 1,385     | 
|                          |  | Inferred             |  |            |           |  |                  |  |           |                  |  |  |           |  |  |                     |           |  |                     |  | 23.13     |                     |  |  | 107.69    |  |  |  | 4,036     | 



|(1) | All Mineral Resources have been calculated in accordance with the CIM Standards or the JORC Code. The JORC Code has been accepted for current disclosure rules in Canada
under NI 43-101. All Mineral Resources have been reported as of December 31, 2011, other than Mineral Resources for Marigold, which are as of December 1, 2011 and Mineral Resources for San Nicolas, which are as per information provided by
Teck Resources Limited (2001 Study).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | All Mineral Resources set out in the table above, other than Mineral Resources for the Pueblo Viejo Project, have been reviewed and approved by Maryse Belanger, P.
Geo., Vice President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources for the Pueblo Viejo Project have been reviewed and approved by Chester Moore, P.Eng., Principal Geologist, RPA, who is a qualified
person under NI 43-101.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The Mineral Resources for Red Lake Gold Mines and the Cochenour Deposit set out in the table above are classified as measured, indicated and inferred, and are based on
the CIM Standards. See Description of the Business  Mineral Properties  Canada and the United States  Red Lake Gold Mines, Canada  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The Mineral Resources for the Éléonore Project set out in the table above are classified as measured, indicated and inferred, and are based on the CIM
Standards. See Description of the Business  Mineral Properties  Canada and the United States  Éléonore Project, Canada  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The Mineral Resources for the Peñasquito Mine set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards.
See Description of the Business  Mineral Properties  Mexico  Peñasquito Mine, Mexico  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | The Mineral Resources for the Cerro Negro Project set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards. See
Description of the Business  Mineral Properties  Central and South America  Cerro Negro Project, Argentina  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | The Mineral Resources for the Marlin Mine set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards. See
Description of the Business  Mineral Properties  Central and South America  Marlin Mine, Guatemala  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | The Mineral Resources for the Pueblo Viejo Project set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards.
See Description of the Business  Mineral Properties  Central and South America  Pueblo Viejo Project, Dominican Republic  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | All Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have
demonstrated economic viability. Inferred Mineral Resources have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assured that all or part of the Inferred Mineral Resources
will ever be upgraded to a higher category.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Numbers may not add up due to rounding.
|---- | ---------------------------------------



- 23 -



---

The following table sets forth the estimated lead and zinc Mineral Resources for the
Peñasquito Mine, the Camino Rojo Project and the San Nicolas Project as of December 31, 2011:

Measured, Indicated and Inferred Lead and Zinc Mineral Resources
(1)(2)(4)

(excluding Proven and Probable Mineral Reserves)



|                    |  | 0,000.00             |  |            | 0,000.00 |  |       |  | 0,000.00 |                 |  |  | 0,000.00            |  |  |                     | 0,000.00 |  |  |  | 0,000.00 | 
|------------------- |  | -------------------- |  | ---------- | -------- |  | ----- |  | -------- | --------------- |  |  | ------------------- |  |  | ------------------- | -------- |  |  |  | -------- | 
|                    |  |                      |  |            |          |  | Grade |  |          | Contained Metal | 
|Deposit             |  | Category             |  | Tonnes     |          |  | Lead  |  |          | Zinc            |  |  | Lead                |  |  | Zinc                |         
|                    |  |                      |  | (millions) |          |  | (%)   |  |          | (%)             |  |  | (millions ofpounds) |  |  | (millions ofpounds) |         
|                    |  |                      |  |            |          | 
|Peñasquito Mine(3)  |  | Measured             |  |            | 136.24   |  |       |  | 0.14     |                 |  |  | 0.37                |  |  |                     | 411      |  |  |  | 1,100    | 
|Mill                |  | Indicated            |  |            | 512.93   |  |       |  | 0.12     |                 |  |  | 0.32                |  |  |                     | 1,367    |  |  |  | 3,670    | 
|                    |  | Measured + Indicated |  |            | 649.17   |  |       |  | 0.12     |                 |  |  | 0.33                |  |  |                     | 1,778    |  |  |  | 4,770    | 
|                    |  | Inferred             |  |            | 146.70   |  |       |  | 0.13     |                 |  |  | 0.26                |  |  |                     | 436      |  |  |  | 828      | 
|                    |  |                      |  |            |          | 
|Camino Rojo Project |  | Measured             |  |            | 28.99    |  |       |  | 0.23     |                 |  |  | 0.37                |  |  |                     | 150      |  |  |  | 238      | 
|                    |  | Indicated            |  |            | 111.90   |  |       |  | 0.17     |                 |  |  | 0.37                |  |  |                     | 429      |  |  |  | 912      | 
|                    |  | Measured + Indicated |  |            | 140.88   |  |       |  | 0.19     |                 |  |  | 0.37                |  |  |                     | 580      |  |  |  | 1,150    | 
|                    |  | Inferred             |  |            | 27.39    |  |       |  | 0.08     |                 |  |  | 0.25                |  |  |                     | 50       |  |  |  | 154      | 
|                    |  |                      |  |            |          | 
|San Nicolas Project |  | Measured             |  |            | 0.40     |  |       |  |         |                 |  |  | 3.60                |  |  |                     |         |  |  |  | 31       | 
|                    |  | Indicated            |  |            | 16.40    |  |       |  |         |                 |  |  | 1.80                |  |  |                     |         |  |  |  | 651      | 
|                    |  |                      |  |            |          |  |       |  |          |                 |  |  |                     |  |  |                     |          |  |  |  |          | 
|                    |  | Measured + Indicated |  |            | 16.79    |  |       |  |         |                 |  |  | 1.84                |  |  |                     |         |  |  |  | 682      | 
|                    |  |                      |  |            |          |  |       |  |          |                 |  |  |                     |  |  |                     |          |  |  |  |          | 
|                    |  | Inferred             |  |            | 1.47     |  |       |  |         |                 |  |  | 1.43                |  |  |                     |         |  |  |  | 47       | 
|                    |  |                      |  |            |          | 
|Total               |  | Measured             |  |            |          |  |       |  |          |                 |  |  |                     |  |  |                     | 561      |  |  |  | 1,369    | 
|                    |  | Indicated            |  |            |          |  |       |  |          |                 |  |  |                     |  |  |                     | 1,796    |  |  |  | 5,234    | 
|                    |  | Measured + Indicated |  |            |          |  |       |  |          |                 |  |  |                     |  |  |                     | 2,357    |  |  |  | 6,602    | 
|                    |  | Inferred             |  |            |          |  |       |  |          |                 |  |  |                     |  |  |                     | 486      |  |  |  | 1,029    | 



|(1) | All Mineral Resources have been calculated in accordance with the CIM Standards. All Mineral Resources have been reported as of December 31, 2011, other than
Mineral Resources for San Nicolas, which are as per information provided by Teck Resources Limited (2001 Study).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | All Mineral Resources set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, who is a
qualified person under NI 43-101.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The Mineral Resources for the Peñasquito Mine set out in the table above are classified as measured, indicated and inferred, and are based on the CIM Standards.
See Description of the Business  Mineral Properties  Mexico  Peñasquito Mine, Mexico  Mineral Reserve and Mineral Resource Estimates for further details.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Numbers may not add up due to rounding.
|--- | ---------------------------------------



- 24 -



---

MINERAL PROPERTIES

CANADA AND THE UNITED STATES

The Corporations properties in Canada and the United States include the Red Lake Gold Mines, the Porcupine Mine, the Musselwhite Mine, the Éléonore Project, the Marigold Mine (662/3%), the Wharf Mine and the Dee/South Arturo Project
(40%). The Red Lake Gold Mines and the Éléonore Project, each described below, are considered to be material mineral properties to Goldcorp.

RED LAKE GOLD MINES, CANADA

The Red Lake Gold Mines are directly and
indirectly wholly-owned by Goldcorp. The Red Lake Gold Mines are located in the Red Lake district, Ontario. The Bruce Channel discovery at the nearby Cochenour project secures control of 8 kilometres of strike length in the heart of the Red Lake
trend. Development of the Cochenour project is advancing toward first gold production in 2014.

Stephane Blais, P.Eng.,
Technical Services Manager, Red Lake Gold Mines, Chris Osiowy, P.Geo., Manager of Exploration, Red Lake Gold Mines, and Ian Glazier, P.Eng., Processing Manager, Red Lake Gold Mines, prepared a technical report in accordance with NI 43-101 entitled
Red Lake Gold Operation, Ontario, Canada NI 43-101 Technical Report (the Red Lake Report) dated March 14, 2011, as amended March 30, 2011. Stephane Blais, Chris Osiowy and Ian Glazier are each qualified persons
under NI 43-101. The following description of the Red Lake Gold Mines has been summarized, in part, from the Red Lake Report and readers should consult the Red Lake Report to obtain further particulars regarding the Red Lake Gold Mines. The Red Lake
Report is available for review under Goldcorps profile on SEDAR at www.sedar.com.

All scientific and
technical information in this summary relating to any updates to the Red Lake Gold Mines since the date of the Red Lake Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the Red
Lake Report.

Project Description and Location

The Red Lake Gold Mines are owned by Goldcorp (72%) and Goldcorp Canada (28%) through a partnership. The operations comprise the former Campbell and Red Lake underground mines, which are now
integrated and operate as a single entity by the partnership. For the purposes of the Red Lake Report, the shafts and mill at Red Lake are collectively termed the Red Lake Complex and those at Campbell are termed the Campbell Complex. The combined
mine area can also be referred to as the greater Red LakeCampbell Complex. The Cocheneur Complex covers mineralization discovered at the Western Discovery Zone deposit and the former CochenourWillans mine. It also includes the former
Gold Eagle property; host to the Bruce Channel deposit and the former Gold Eagle Mine. On September 25, 2008, Goldcorp acquired 100% of Gold Eagle Mines Ltd. (Gold Eagle), which held the Bruce Channel deposit and adjacent ground,
and Goldcorp is in the process of contributing these assets into the Red Lake Gold Mines partnership.

The Red Lake Gold Mines
are situated 180 kilometres north of the town of Dryden, Ontario. The Red Lake Complex consists of 89 patented mineral claims covering 1,254 hectares and the Campbell Complex consists of 77 patented mineral claims covering 1,084 hectares. The claims
are held in the name of either Goldcorp, or Goldcorp Canada, or jointly by the two companies. The Cochenour Complex, which is comprised of the former Cochenour-Willans mine, the Bruce Channel and Western Discovery Zones, covers 1,358 hectares, and
comprises 110 patented mineral rights, licences of occupation, lease mineral rights, and one staked claim. The tenure is jointly held in the names of Goldcorp (72%), Goldcorp Canada (28%) or, in the case of 72 of the claims, currently
beneficially held by Goldcorp but later to be held in the names of Goldcorp (72%) and Goldcorp Canada (28%). Note that patents are renewable so long as the lease is being used for mining purposes and either actual production is being carried
out or exploration is being performed. Required fees and duties have been paid to the appropriate authorities and the claims are in good standing.

Goldcorp holds sufficient surface rights to support the Red LakeCampbell mining operations, and associated infrastructure, and sufficient surface rights in the Cochenour Complex to support any
proposed re-



- 25 -



---

development. Environmental permits are required by various federal, provincial, and municipal agencies, and are in place for all current operations. No new permits are currently required for
current exploration activity and mining operations, but existing permit amendments are required from time to time. In 2011, applications for amendments were made for tailings management area upgrades and air/noise permit amendments. Approval has
been obtained for the tailings management amendment, while approval for the air/noise permit amendment is currently pending. A new consolidated closure plan was submitted in 2011 and is in the process of being updated and re-submitted for approval.
Goldcorp is satisfied that all environmental liabilities are identified in the existing closure plans for the operations, which are limited to those that would be expected to be associated with gold mines that have been operating for about 60 years,
and where production is from underground sources, including roads, site infrastructure, and waste and tailings disposal facilities.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Red Lake area is accessible by Highway 105, which joins the Trans Canada highway at Vermillion Bay, 175 kilometres south and 100
kilometres east of Kenora, Ontario. Commercial air services operate to Red Lake from Thunder Bay and Winnipeg. The climate in the Red Lake area is typical of a northern continental boreal climate with warm summers and cold winters. Temperatures
range from 18 to 25 degrees Celsius in July, to minus 20 to minus 35 degrees Celsius in January. Annual precipitation is 650 millimetres, with snow generally on the ground from about November to March. Mining operations are conducted year-round.

Mining activities are conducted in and about the municipality of Red Lake (population 4,500) and are located near established
power and road infrastructure. Local businesses offer most goods and services required for mineral exploration and development. Additional supplies can be sourced as needed from Thunder Bay, Winnipeg and Toronto. Together with multiple shaft
accesses to the underground workings, Goldcorp maintains administrative, technical, operations support, and processing facilities on the active sites. There are modern camp facilities to maintain the required permanent workforce for operations and
construction. Potable water is supplied by the municipality, and paid for on a usage basis. Process water is taken from Balmer Lake and Sandy Bay. Power is supplied through Hydro One via a radial line. Diesel-powered generators provide temporary
emergency power in the event of a main electrical disruption to allow the mine site to maintain basic services. Waste rock is stored in designated areas at both the Red Lake and Campbell Complexes. The waste pads are located in a historic tailings
area east of the site at the Red Lake Complex and on the northeast side of the main tailings pond at the Campbell Complex. The tailings storage facilities at the Campbell and Red Lake Complexes are currently permitted for dam raises that will
provide storage to 2016 and 2018, respectively.

Topography comprises irregular hills and discontinuous ridges created by
glaciofluvial material and till. These are separated by depressions and hollows occupied by lakes, ponds and muskeg. Much of the region is still untouched and is accessible only by air or canoe. The water level of Red Lake lies at 354 metres above
sea level; typically elevations are subdued, with hills rising only about 50 metres above lake level. Vegetation comprises black spruce, fir, larch (tamarack) and pine in the poorer-drained areas, and poplar, birch, willow, alder and mountain ash,
with a variety of shrubs in swampy areas. Bedrock outcrops are scattered and consist of less than five percent of the surface area. Soil is characterized by a 30 to 50 centimetre layer of topsoil overlying compact sand with traces of clay, gravel
and scattered cobbles and boulders. Low-lying areas contain silty clay sediments that were deposited in glacial lakes.

History

Red Lake Complex

The first recorded prospecting in the Red Lake district was carried out by the northwestern Ontario Exploration Company in 1887. Red Lake was first staked during the Red Lake Gold Rush in 1926. In 1944,
the property was re-staked and Dickenson Red Lake Mines Limited was incorporated. Production mining began in 1948 at a rate of 113 tonnes per day and increased to 454 tonnes per day in the 1970s. In the early 1980s, the mill capacity was increased
to 907 tonnes per day and long-hole stoping was introduced. The change in mining method resulted in a severe drop in production grade. Cut-and-fill mining was subsequently re-introduced and production increased to approximately 907 tonnes per day by
1993 to 1994. An exploration core drilling program initiated in 1995 within the lower levels of the mine resulted in the discovery of a cluster of high grade gold veins. The #3 shaft was developed from January 2004 to January 2007 to a depth of
1,925 metres. Since the beginning of operations in 1948 until the



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end of 2010, 10.3 million tonnes grading 26.71 grams per tonne of gold has been treated, producing 8,331,845 gold ounces.

Campbell Complex

The Campbell claims were staked in
1926. Subsequently, there was a period of claim cancellations and re-staking of the area. In the 1940s, George and Colin Campbell re-staked the area, Campbell Red Lake Mines was incorporated and Dome Mines Limited (Dome Mines) purchased
an option that eventually resulted in Dome Mines acquiring a 57% ownership interest in the Campbell Red Lake Mines company. In 1946, after additional exploration had been carried out, a four-compartment shaft with four levels was sunk to a depth of
182 metres. Mill construction began in 1948 and the mill went into operation the following year reaching a capacity of 272 tonnes per day. The shaft was deepened to 655 metres in the 1950s, to exploit a high-grade zone discovered on the 14thlevel of the mine. Following the merger between Campbell Red Lake
Mines, Dome Mines and Placer Development Limited, in the 1980s, an autoclave was installed at the Campbell Complex, replacing the existing roaster, the mill flotation circuit was upgraded, a paste-fill plant constructed, an underground decline
developed, and the Reid Shaft was commissioned. Since the beginning of operations in 1946 until the end of 2010, 20.4 million tonnes grading 19.78 grams per tonne of gold has been mined, producing 12,113,448 gold ounces.

Cochenour Complex

The
original claims on the Cochenour-Willans property were staked in 1926 to 1927 by W.M Cochenour, D. Willans and H.G. Young and in 1928 the CochenourWillans syndicate was formed. CochenourWillans Gold Mines Ltd. was incorporated in 1936
and production began in 1939 at a rate of 136 to 181 tonnes per day. Operations ran for 32 years, from 1939 to 1971, during which about 2.1 million tonnes grading 18.44 grams per tonne of gold was processed with approximately 1.24 million
ounces of gold recovered. Underground mine workings extended down to the 670 metre level. A flotation circuit and smelting plant was constructed in 1940 and a roaster was added in 1947 to treat arsenical ore. The property was expanded through
exercise of an option on the Marcus Mines Ltd. ground holding (Marcus) in 1951 and the MartinMcNeely Mines Ltd. tenure package (Wilmar) in 1958. Two exploration drives were completed by 1963 to the properties from 396
metres, 4,572 metres northeast and 1,676 metres southeast respectively. With the discovery at Wilmar of several gold-bearing lenses, an internal shaft was sunk from the 396 metre level to the 625 metre level with five stations developed at 45 metre
intervals. The CochenourWillans mine operated at a loss after 1967, largely due to dilution of grade in the talcose ore at depth and the fixed gold price. Production from the Wilmar mine between 1967 and 1971 comprised about 190,510 tonnes at
a grade of 10.28 grams of gold per tonne. Between mine closure in 1971 and 1991, the operations had a number of owners, including Camflo Mines, Wilanour Resources, Esso Minerals Canada and Inco Gold Inc. During this period work completed comprised
drilling in support of exploration. In 1997, Goldcorp purchased 100% interest in CochenourWillans mine area. Goldcorp completed trenching, grab sampling and compilation work between 1998 and 2002. The mine was allowed to flood in 2003. Surface
drilling was undertaken from 2002 to 2009, consisting of 94 surface drill holes were drilled, totalling 66,968 metres. Following dewatering, in 2010, renewed access to the underground Cochenour-Willans workings allowed completion of 49 underground
drill holes (20,558 metres), together with 17 surface drill holes (including wedges) totalling 13,881 metres.

The Gold Eagle
property, which now forms part of the Cochenour Complex, was originally staked in 1926 and re-staked in 1932. From 1932 to 1934, there was a period of surface exploration. In 1934, a shaft was collared and completed to 160 metres, with lateral work
on four levels. The mill was brought into production in 1937. In 1938, an internal winze was sunk from the 152 metre level to the 223 metre level which was deepened to 305 metres in 1939. Underground exploration failed to locate additional ore and
the mine was closed in 1941. During this time, production appears to have been approximately 184,160 tonnes hoisted and 147,870 tonnes milled for a recovered grade of 7.65 grams per tonne of gold. From 1940 to 1959, mineralization was tested with a
number of diamond drill programs, and, in 1959, the small Gold Eagle South Zone was discovered. A joint venture between Exall Resources Ltd. and Southern Star Resources Inc. commenced modern exploration activity in 2003. Work comprised the
establishment of a surface grid, geophysical surveying consisting of spectral induced polarization, resistivity, magnetometer, and very low frequency electromagnetic surveys, soil sampling, geological mapping and prospecting over geophysical
anomalies, and core drilling. This led to the discovery of the Bruce Channel and Western Discovery Zone deposits in 2004 and such deposits comprise what is now known as the Cochenour Complex. A Mineral Resource estimate was prepared for the Western
Discovery Zone in 2004 and Gold Eagle Mines Ltd. was created in 2006.



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Acquisition by Goldcorp

In 2006, Goldcorp purchased the Campbell mine from Barrick, which had acquired Placer Dome Inc. (Placer Dome) the same year, and now holds 100% interest in the operations. The Red Lake Gold
Mines partnership was formed on April 2, 2007 between Goldcorp Canada (28% interest) and Goldcorp (72% interest) for the principal purpose of operating and developing the combined operations of the Red Lake Complex and the Campbell Complex. On
September 25, 2008, Goldcorp acquired 100% of Gold Eagle, which held the Bruce Channel deposit and adjacent ground. Gold Eagle has since been wound-up and its assets distributed to Goldcorp and Goldcorp is in the process of contributing these
assets to the Red Lake Gold Mines partnership. Since the acquisition of the Cochenour Complex, the Corporation has continued drilling the deposits so as to generate sufficient drill intercepts and establish geological and grade continuity to support
Mineral Resource estimation.

Geological Setting

The Red Lake greenstone belt is situated in the western portion of the Uchi Sub-province. It consists of a series of eastward-trending belts of volcanic and sedimentary rocks and syn-volcanic intrusive
rocks that span a time period of approximately 300 million years. The belt is defined by an eastnortheast-oriented, bow tie-shaped anticline that is approximately 40 kilometres by 20 kilometres in extent. The Red Lake Gold Mines are
underlain mainly by tholeiitic basalt and locally by komatiitic basalt of the Balmer assemblage. The mine sequences include peridotitic komatiite, rhyolite and associated mafic intrusions of the Balmer assemblage. The steeplyplunging,
southsouthwest-folded package is unconformably overlain by felsic volcaniclastic rocks, and clastic and chemical sedimentary rocks of the Bruce Channel assemblage defining an enveloping synclineanticline couplet based on younging
directions. The synform hinge is located on the north side of the Campbell Complex, east of the HG Young shaft underneath Balmer Lake and the anticlinal hinge is located in the southcentral portion of the former party-wall boundary between the
Campbell and Red Lake Gold Mines.

Several large, sill-like intrusions, ultramafic to intermediate in composition, are
present. The major mineralized zones, although hosted in basalt, are associated with a central ultramafic unit. In general, there are three types of mineralization zones encountered within the Red LakeCampbell Complex: vein-type ore,
disseminated sulphide ore and replacement ore. Structures at the site exhibit three trends: conformable northwest, north to south and east to west. The conformable structures are most common and are sub-parallel to the foliation. The vein
systems follow these structures. Complex vein arrays are those which also include the north to south and east to west components. The arrays are most common near high angle maficultramafic rock contacts. The high grade zone
(HGZ) occurs in such an environment where enhanced dilatency developed and was sustained over a long period of time such that the vein geometry consists of conformable and complex vein arrays that are overprinted by replacement
mineralization. The ore veins are normally structurally controlled; averaging 1.5 to 1.8 metres in width and extending over strike lengths ranging from 30 to 300 metres. Sulphide replacement zones vary from three to 12 metres in width and extend
over a strike length of 120 to 180 metres.

The Cochenour Complex (including the former CochenourWillans mine, the
Western Discovery Zone, and Bruce Channel deposit) is underlain by complexly folded, intensely altered, massive and pillowed, mafic and ultramafic volcanic rocks and peridotite intrusions of the Balmer assemblage. Stratigraphy in the mine area
strikes east to northeast as defined by interflow strata comprised of banded chert, argillite, siltstone and iron formations. The CochenourWillans mine appears folded about a southwest-trending antiform, plunging to the southwest at 50
degrees. A series of massive, rhyolite domes occurs along the west, northwestern flank of the former Cochenour Complex. The Bruce Channel assemblage rests unconformably upon the Balmer assemblage. The south limb of the antiform is defined by west-
to west-northwest-trending Bruce Channel metasedimentary rocks. Sulphide mineralization characterized by pyrrhotite and pyrite is commonly found throughout and is invariably present in sections containing or surrounding gold mineralization.
Arsenopyrite mineralization occurs frequently within and around the gold zones and a strong association has been documented between extensive zones of fine-grained acicular (felted) arsenopyrite and gold mineralization. Less common sulphides also
indicative of the presence of gold include chalcopyrite, galena and sphalerite. The gold mineralization at the Western Discovery Zone is partly hosted within the intrusion and partly in a large inclusion of metasedimentary rocks. Gold mineralization
is hosted in quartz veins and veinlet swarms, predominantly east-west trending, flat dipping to the south.



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Exploration

Exploration activities have included regional and detail geological and structural mapping, rock, silt and soil sampling, trenching, reverse circulation and diamond drilling, airborne geophysical surveys,
ground IP geophysical surveys, mineralization characterization studies and metallurgical testing of samples. Petrographic studies and density measurements on the different lithologies have also been carried out.

Since Goldcorps acquisition, a new grid was introduced to encompass all properties into one large localized grid and surveyed using
Leica 1205 global positioning system (GPS). The grid is also referenced to both provincial and federal survey monuments in the area using static surveys of each control point. Regional and detailed geological mapping was completed by
Goldcorp and Geological Survey of Canada personnel in a number of phases. Map results were used to elucidate regional lithological relationships, alteration and mineralization, and, in prospect-scale work, to identify areas of quartz veining,
alteration, silicification and sulphide outcrop that warranted additional work. Soil, channel, adit, underground, grab and rock sampling were used to evaluate mineralization potential and generate targets for diamond drilling. Geochemical data have
been superseded by production data. Airborne and ground geophysical surveys were used to vector into mineralization and generate targets for exploration drill programs. The exploration programs completed to date are appropriate to the style of the
deposits and prospects.

Mineralization

The Red Lake Complex has approximate deposit dimensions of 2.2 kilometres northsouth, 3.2 kilometres eastwest, and remains open down-dip. Mine workings extend to 2,027 metres depth, with the
deepest drill intercept currently around 2,600 metre depth. Gold mineralization zones in the Balmer assemblage of the Red Lake trend can be broadly subdivided into two morphological groups, planar to curviplanar zones and plunging zones.

Plunging ore zones may exhibit large tonnages of medium-grade, low-cost mineable material and also very high grades. Much of the ore is
non-refractory, high grades being associated with strong silicification, arsenopyrite development and quartz veining. These higher grade, plunging, equant zones have involved more intense siliceous, arsenopyrite-rich replacement and higher degrees
of dilation relative to lower grade examples and planar-mineralised zones.

The HGZ consists of quartz-carbonate veins and
breccia structures and arsenopyrite replacement mineralization within altered basalts and altered ultramafic rocks. The alteration consists of chlorite, biotite, silica, carbonatization and minor actinolite. The mineralization is characterized by
consistent distribution of both coarse and fine flecks of native gold, fine acicular arsenopyrite and pyrrhotite. Accessory mineralization includes chalcopyrite and sphalerite. HGZ is comprised of several distinct lenses. Geometries are complex and
may be oriented north-south, northwest-southwest, or east-west and exhibit average strike length of approximately 60 metres and extends for at least one kilometre. Certain mineralized zones at the Campbell Complex occur along a northwest to
southeast foliation, and dip to the southwest at 70 to 80 degrees, while other zones are found along the contact of the central ultramafic unit and basalt units.

In the Cochenour-Willans mine proper four styles of mineralization were identified: i) Main Sedimentary facies (MSF), ii) North South Veins, iii) Chert and iv) Main Zone. Although gold
mineralization is found in a variety of lithologies, the key to significant gold mineralization has been the presence of intense silicification or veining (quartz and/or carbonate). MSF and Chert styles are hosted by east-west trending and the
lithological units have been traced and modeled from 120 metres to 280 metres along strike and 500 metres in vertical extent. Widths may range to as much as 7.6 metres wide but generally average 2.5 to 5.0 metres. Gold mineralization within these
zones is commonly associated with the arsenopyrite, but is also found within fractures. When the metasedimentary units are crosscut by northsouth-trending veins, very high grade gold mineralization is commonly observed. The northsouth
quartzcarbonate veins are near vertical and in the lower portion of the mine are oriented at a strike of 340 to 360 degrees. Typically the veins are hosted within basalt units and formed within or adjacent shear zones that are two to ten
metres wide. The veining is typically in basalts but also crosscut the east-west-trending metasedimentary units, with potential for very high-grade gold mineralization at and proximal to the intersection of the two. Typical widths range from 1.6 to
4.0 metres. The quartz-carbonate veins may be crosscut by later gold-bearing quartz veins with pyrrhotite and arsenopyrite. Minor amounts of pyrite, sphalerite and chalcopyrite may also be present. The Main Zone is found at or proximal to the
contact of the East Bay serpentinite with basalts. North to



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south structures are found crosscutting this contact with gold mineralization found preferentially in quartz-carbonate veining at these intersections. Past work has indicated mineralized zones to
be about three to six metres wide, exploited by stopes that were ten metres wide, and 15 metres to 60 metres long. The maximum dip extent reported was 200 metres. The Main Zone and West Carbonate zone are similar in mineralization style and setting.

The Gold Eagle Deformation Corridor is located to the west of the Cochenour Mine workings and is approximately 50 to 100
metres wide, is a north to south-trending Gold Eagle Shear (GES), dipping to the west at 65 to 70 degrees in close proximity to the faulted unconformity with Bruce Channel assemblage rocks. The intersection of the Cochenour thrust with
the GES defines a shallow plunge to the south to southwest, with gold mineralization discovered to date in this area confined to the footwall of the thrust and the GES. Gold mineralization is located parallel to and partially within the deformation
corridor and/or immediately in the footwall. Over its considerable vertical (more than 1,500 metres) and horizontal strike (more than 800 metres) extent the zone is characterized by several styles of mineralization, including: i) quartz-actinolite
flooding and/or large brecciated quartz carbonate veins, ii) strongly brecciated mafic volcanics with quartz-carbonate veining with biotite and carbonate alteration, and iii) strongly brecciated intermixed iron formation and mafic volcanics with
quartz actinolite veining plus or minus arsenopyrite. Sulphides of pyrrhotite and pyrite may also be present and are more abundant within the metasedimentary units (cherts, banded iron formation and argillite). The mineralization is typically two to
five metres wide, but is also commonly present as a series of stacked or multiple mineralized structures.

The Western
Discovery Zone is located approximately 500 metres west of the past producing Gold Eagle Mine shaft and bears similarities to gold mineralization seen at the Gold Eagle Mine. Two vein systems are in the mine: (i) the Gold Eagle vein: maximum of
0.8 metres in thickness, commonly part of a wider vein zone up to 1.2 metres wide, and (ii) the No. 1 Shearing: veining with minor sulphides (pyrite, pyrrhotite), and overall sulphides more abundant in well-fractured veining. Lesser
chalcopyrite, galena also present together with free gold. Orientation of the structures are generally at 115 degrees/52 degrees south and are found within a granodiorite stock and greywacke pendants. The zone is comprised of three to four horizons
of sub-horizontal veins ranging from one centimetre to 1.5 centimetres in thickness.

Drilling

Surface Drilling

Surface
drill methods typically employed core drilling methods. Core for surface drilling is typically NQ size being 47.6 millimetre diameter. Occasionally, surface core holes are reduced from NQ to BQ size being 36.4 millimetres if difficult drilling
conditions are encountered. Underground core holes are typically NQ2 (1.99 inch diameter), BQ (36.5 millimetres) and AQTK (30.5 millimetres) sizes. The larger diameter core is primarily used in exploration programs where drill density is sparse and
drill holes are normally greater than 300 metres in length. Underground definition and delineation drilling is AQTK wire-line (30.4 millimetre diameter) core and is based upon an approximate three to 15 metre interval spacing. Drilling performed at
the Western Discovery Zone and Bruce Channel deposit was completed using primarily NQ size drill coring with a minor amount of BQ size drill coring. When breakage of the core was required to fill the box, edged tools and accurate measure of pieces
to complete the channels was the common practice to minimize core destruction. The end of every run was marked with a wooden tick and the final depth of the run. Core was transferred to wooden core boxes, marked with up and
down signs on the edges of the boxes. The drill hole number, box number and starting depth for the box was written before its use and end depth was recorded upon completion. All information was marked with indelible pen on the front side
of the box and also on the cover. Core is transferred from the drill rig to Goldcorps core shacks located on the Cochenour or Red Lake Gold Mines mine sites. Surface and underground core is logged at the core facilities. Transport of
exploration core boxes to the core shed was done by Goldcorps personnel that was managing the drill program or the drilling supervisor. Core is received at the core shack by Goldcorp personnel and organized for placement in core racks prior to
logging by geology staff. Upon arrival at the core facility, drill core is marked up by a geologist and then geologically logged into the computer system utilizing a customized commercially available software program. All drill core data is logged
using computer codes for the various rock types, mineralization, alteration characteristics and structural/geotechnical data. The shear structures containing the various mineralized zones are logged in detail to establish the zone width and most
appropriate sampling interval. Select drill holes are photographed and digital files are stored on hard disc.



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The collars of all drill holes are surveyed by transit for location, bearing and dip and
tied into the mine grid using Topcons Hyper, dual constellation, real time kinematic system, which is a differentially corrected global positioning system. The GPS unit is regularly checked for calibration.

Down-hole surveys have been conducted in a systematic manner with a Gyroscopic survey instrument (unaffected by magnetics) used for drill
holes steeper than 70 degrees, and a Reflex Maxibor survey instrument used for drill holes with flatter dips. Site specifications require down-hole surveys at 30 metre intervals or less. Down-hole surveys at the Campbell Complex have utilized the
Reflex and Ranger electronic compass single-shot surveys tests. Most of the drill holes greater than 120 metres are surveyed using the Maxibor method. Since 2006 down-hole surveying on both complexes utilizes a combination of testing equipment
depending on the depth of holes.

Due to the age of the operation and the time span of drilling on the Red Lake Gold Mines,
there are a few drill holes where there is doubt about the intercept location. However, statistical tests of the drill results performed to date indicate that any location errors in drill holes that support estimation of Mineral Resources or Mineral
Reserves are not material. Mining to-date has not encountered significant problems with miss located drill intercepts and ore outlines conform well to the outlines. Goldcorp continues to re-survey holes that appear to have location or down-hole
problems; however, the deviation in the drill holes is generally small and predictable.

Core quality is very high in both the
Red Lake and Cochenour Complexes, with core recovery on average greater than 95% on all core sizes. There are no areas where poor recovery is consistently encountered. The quantity and quality of the lithological, geotechnical, collar and down-hole
survey data collected in the exploration and infill drill programs are sufficient to support Mineral Resource estimation.

Sampling and
Analysis

Since production recommenced at the Red Lake Gold Mines in 2000, all detailed infill (definition) drilling
holes are sent as whole core for assaying. Whole core is often submitted where a deposit contains coarse gold. A certain amount of core is cut and retained. This core in recent years has been from select deep HGZ drilling and surface drilling. Core
is being split in both complexes in such a way that host rock, veins/mineralization that are visible are and were oriented to give as best as possible equal halves. A variety of core that was drilled from various locations from surface and
underground is stored on site.

Currently, exploration drill data spacing for the Red Lake Gold Mines range from 45 metres to
100 metres. In development and stope areas, underground drilling infills this spacing to approximately 7.5 to 15 metres by 7.5 to 15 metres. Intercept spacing is variable due to the irregular location of drill sites and the complex distribution of
the mineralized zones. In the Western Discovery Zone and Bruce Channel deposit areas, the exploration programs are currently delineating the mineralization on drill spacing of approximately 100 metres by 100 metres.

Muck and chip sampling is performed on a blast by blast basis by the production geology team, while muck sampling is done by the miner
during the mucking process. Muck samples are used to provide a general guide and back-up information for day to day operation, while test holes are required to ascertain that no mineralization is missed in the walls of the stope. All chip samples
are taken either by a geologist or an experienced sampler. A weighted average grade is determined for each blast based on the assay results of those samples influencing the grade of the volume blasted. These samples are most often collected at the
mid-lift elevation. Occasionally, wall samples are also used to determine grade when the geometry of the vein dictated this usage. The volume used to calculate the blast grade is the estimated volume preceding the face. Although sampling guidelines
are such that geologic boundaries are to be respected, the minimum sampling chip recommended is 0.15 metres. Where possible, 0.6 metre channel chips are preferentially taken, in an effort to duplicate the optimized drill sample interval of 0.6
metres. Production chip samples typically weigh about one kilogram. Samples along the chip sample string bracketing the mineralized structures are carefully taken to assist in the modeling of mineralized structures. Computerized modeling is
facilitated by snapping to the grading selvage in contact with waste when the geologist is wire-framing a three-dimensional solid interpretation of the of an ore lens.

Muck samples are taken extensively during mining, and are collected from the majority of the ore blasts during silling and subsequent mining. On average, at both complexes one muck sample is taken for
every 20 tonnes of ore. At the Campbell Complex muck samples are used for reconciliation whereas at the Red Lake Complex chip samples are the predominant assay type used in reconciliation.



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Test-hole sampling is used at the mines as a grade control tool only. Generally, test-holes
are 2.4 metres long and three samples are collected from each. Test-hole results are used only to identify economic mineralization in the walls of drifts and stopes and are not used to estimate grade. This information may result in further
extraction, as required, to recover additionally-defined mineralization.

In the opinion of the authors of the Red Lake
Report, the sampling methods are acceptable, meet industry-standard practice, and are acceptable for Mineral Resource and Mineral Reserve estimation and mine planning purposes.

Data Verification

Validation checks are performed by
operations personnel on data used to support estimation comprise checks on surveys, collar co-ordinates, lithology data, and assay data. The database that supports Mineral Resource and Mineral Reserve estimation is validated using quality control
routines in the acQuire® software program to check for gaps, overlaps and duplicate entries. The data then runs
through a final check when the logging is performed and the data is set for approval. Datamine is used as a final check to verify the location and accuracy of chip samples and drill holes. Where errors are noted, the geologists fix the problem,
prior to the database being used for estimation purposes. The process of data verification for the Red Lake Gold Mines has been performed by external consultants and Goldcorp personnel. Goldcorp considers that a reasonable level of verification has
been completed, and that no material issues would have been left unidentified from the programs undertaken. The authors of the Red Lake Report have reviewed the appropriate reports, and are of the opinion that the data verification programs
undertaken on the data collected from the Red Lake Gold Mines adequately support the geological interpretations, the analytical and database quality, and therefore support the use of the data in Mineral Resource and Mineral Reserve estimation, and
in mine planning: no sample biases were identified from the quality assurance and quality control (QA/QC) programs undertaken; sample data collected adequately reflect deposit dimensions, true widths of mineralization, and the style of
the deposit; external reviews of the database have been undertaken in support of acquisitions, support of feasibility-level studies, and in support of technical reports, producing independent assessments of the database quality. No significant
problems with the database, sampling protocols, flowsheets, check analysis program, or data storage were noted.

Security of Samples

From the Red Lake Gold Mines inception to date, Red Lake Gold Mines staff of the operator at the time were responsible for the
following: sample collection, core splitting, preparation of samples for submission to the analytical laboratory, sample storage and sample security. Staff have been responsible for Red LakeCampbell Complex run-of mine assaying during the
period 1949 to present, which was performed in the mine site laboratories.

Red Lake and Campbell Complexes

The Campbell and Red Lake run-of-mine laboratories primarily performed day to day assays for mining operational purposes; however,
exploration core has also been processed through the laboratories. Neither laboratory has held International Organization for Standardization (ISO) accreditation; all remaining laboratories used for Red Lake Gold Mines analytical data
have held ISO certifications since 2001. From 2000 to 2010 the in-house laboratory at the Campbell Complex has typically processed definition core and performed day to day assays. Exploration core for the Campbell Complex has been processed by
offsite laboratories since 2002 to 2003.



|                             |      |      |    |                  |  |                                       |  |  |      |  |  |      |      |  |                |  |      |  |  |  |      | 
|---------------------------- | ---- | ---- | -- | ---------------- |  | ------------------------------------- |  |  | ---- |  |  | ---- | ---- |  | -------------- |  | ---- |  |  |  | ---- | 
|Lab Name                     |      | Year |    | Types of samples |  | Percentage of Samples                 | 
|                             | From |      | To |                  |  | 2008                                  |  |  | 2009 |  |  | 2010 |      |  | ThreeYearTotal | 
|Accurassay
Laboratories Ltd. |      | 2008 |    | Present          |  | All surface core and some exploration |  |  | 29.6 |  |  |      | 18.3 |  |                |  | 32.8 |  |  |  | 27.3 | 
|Activation
Laboratories Ltd. |      | 2009 |    | Present          |  | Some exploration samples              |  |  |      |  |  |      | 4.1  |  |                |  | 0.2  |  |  |  | 1.3  | 
|ALS Chemex                   |      | 1996 |    | 2008             |  | Exploration and surface samples       |  |  | 10.9 |  |  |      |      |  |                |  |      |  |  |  | 3.8  | 



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|                 |  |      |  |                  |  |                                                                                      |      |  |      |      |  |  |      |  |  |                |      |  |  |  |      | 
|---------------- |  | ---- |  | ---------------- |  | ------------------------------------------------------------------------------------ | ---- |  | ---- | ---- |  |  | ---- |  |  | -------------- | ---- |  |  |  | ---- | 
|                 |  | Year |  | Types of samples |  | Percentage of Samples                                                                |     
|Lab Name         |  | From |  | To               |  |                                                                                      | 2008 |  |      | 2009 |  |  | 2010 |  |  | ThreeYearTotal |     
|Campbell Lab     |  | 1949 |  | Present          |  | Campbell Complex Mine production samples and most definition                         |      |  | 26.9 |      |  |  | 42   |  |  |                | 46.5 |  |  |  | 38.3 | 
|Goldcorp Lab     |  | 1949 |  | 1996             |  | Mine production samples and all core                                                 |      |  |      |      |  |  |      |  |  |                |      |  |  |  |      | 
|SGS Canada Inc.  |  | 1996 |  | Present          |  | Red Lake Complex Mine production samples and some exploration and definition samples |      |  | 32.7 |      |  |  | 35.6 |  |  |                | 20.6 |  |  |  | 29.3 | 
|TSL Laboratories |  | 2000 |  | 2005             |  | Exploration samples                                                                  |      |  |      |      |  |  |      |  |  |                |      |  |  |  |      | 

Cochenour Complex

Samples from the drill programs completed by Goldcorp at the Cochenour Complex were submitted primarily to Accurassay in Thunder Bay. Actlabs and ALS Chemex acted as check laboratories. With the daily
importing of digital assay certificates, data entry personnel identify and resolve problems as necessary including reruns of the batches. Yearly, quarterly QA/QC statistics with charts have been created for a standard review of the laboratory. The
sample prep and analysis for all samples is carried out the same, for all laboratories in use. Sample preparation for exploration and run-of-mine samples consists of drying as required, crushing, and selection of a sub-split which is then pulverized
to produce a pulp sample sufficient for analytical purposes. In all cases, production samples and drill core are kept separate in the mine site laboratories to reduce the risk of contamination. Samples are typically analyzed using fire assay with a
gravimetric or atomic absorption finish, depending on the anticipated grade of the sample. In 2010, selected exploration drill core samples were submitted for inductively-coupled plasma analysis as well as the regular FAAA/GRAVanalysis. A certain
percentage of the Red Lake Gold Mines samples were also selected for pulp metallic analysis. At least five percent of the total sample volume submitted for assay as QA/QC samples. One blank or standard reference material (SRM) sample is
inserted in every twenty to twenty-five samples. The geologist specifies whether a blank or SRM is to be used together with the required SRM range grade range.

When a QA/QC sample fails, a re-run of the batch may be requested. At times, ten samples before the QA/QC sample and ten samples after the QA/QC are sent for re-runs. Once assays are imported into the
database the qualified geologists review the assay values and may also request reruns of specific samples if the result is not what was estimated. Goldcorp personnel regularly conduct visits to the various laboratories to conduct a
mini-audit where employees are observed to ensure that laboratory policies and procedures are being followed. Equipment is also inspected to ensure they are maintained, in good working order and any issues are brought to the attention of
the manager. Daily QA/QC is done to ensure the assays being imported into the database are correct. Mine and exploration geologists are required to review the assays and approve or reject them if deemed necessary. Charts and data are examined and
reruns are requested where necessary. Bi-weekly reports hi-lighting differences between the estimated grade of samples logged and the actual result are sent to each geologist to review the assays pertaining to their drill program or production
sampling, ensure they are acceptable, approve or reject, and if needed, request reruns from the laboratories. Check samples were selected from the labs and sent to a different laboratory for further analysis.

Drill core sample security is maintained at Red Lake-Campbell Complex and Cochenour Complex through supervision of transport of the core
from the underground/surface drill or sample site, through to the logging facility and to the in-house or external assay laboratories. Chain-of-custody procedures consist of filling out sample submittal forms that are sent to the laboratory with
sample shipments to make certain that all samples are received by the laboratory. Assay pulps and crushed reject material are returned to the geology department, and stored on site. Drill core is stored in wooden core boxes on steel racks in the
buildings adjacent to the core logging and cutting facilities. The core boxes are racked in numerical sequence by drill hole number and depth.



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The authors of the Red Lake Report are of the opinion that the quality of the gold
analytical data are sufficiently reliable to support Mineral Resource and Mineral Reserve estimation and that sample preparation, analysis, and security are generally performed in accordance with exploration best practices and industry standards.

Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for Red Lake Gold Mines as of December 31, 2011:

Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)(6)



|                  |  |            |       |  |                   |  |       |                      |  |  |      | 
|----------------- |  | ---------- | ----- |  | ----------------- |  | ----- | -------------------- |  |  | ---- | 
|Category          |  | Tonnes     |       |  | Grade             |  |       | Contained Metal      | 
|                  |  | (millions) |       |  | (grams per tonne) |  |       | (millions of ounces) | 
|Proven            |  |            | 2.38  |  |                   |  | 12.83 |                      |  |  | 0.98 | 
|Probable          |  |            | 9.02  |  |                   |  | 10.24 |                      |  |  | 2.97 | 
|Proven + Probable |  |            | 11.40 |  |                   |  | 10.78 |                      |  |  | 3.95 | 





|(1) | The Mineral Reserves for Red Lake Gold Mines set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services,
Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on a gold price of $1,200 per ounce, an exchange rate of C$1.10 and using an economic function that includes variable operations costs and metallurgical
recoveries.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The estimated metallurgical recovery rate is 96.5% for the operation as a whole.
|--- | --------------------------------------------------------------------------------

|(4) | Global cut off grade of 7.04 grams per tonne (0.205 ounces per tonne) and marginal cut off grade of 5.63 grams per tonne (0.164 ounces per tonne) used as economic
indicators only.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Numbers may not add up due to rounding.
|--- | ---------------------------------------

|(6) | To date, no Mineral Reserves have been prepared or disclosed for the Cochenour Deposit.
|--- | ---------------------------------------------------------------------------------------

The following table sets forth the estimated Mineral Resources for Red Lake Gold Mines as of December 31, 2011:

Measured and Indicated Mineral Resources (1)(2)(3)(4)(6)

(excluding Proven and Probable Mineral Reserves)



|                     |  |                      |  |            |      |  |                   |  |       |                      |  |  |      | 
|-------------------- |  | -------------------- |  | ---------- | ---- |  | ----------------- |  | ----- | -------------------- |  |  | ---- | 
|Deposit              |  | Category             |  | Tonnes     |      |  | Grade             |  |       | Contained Metal      | 
|                     |  |                      |  | (millions) |      |  | (grams per tonne) |  |       | (millions of ounces) | 
|                     |  | Measured             |  |            | 2.15 |  |                   |  | 15.01 |                      |  |  | 1.04 | 
|Red Lake Gold Mines  |  | Indicated            |  |            | 4.59 |  |                   |  | 11.36 |                      |  |  | 1.68 | 
|                     |  | Measured + Indicated |  |            | 6.74 |  |                   |  | 12.52 |                      |  |  | 2.71 | 
|                     |  | Inferred             |  |            | 2.98 |  |                   |  | 14.09 |                      |  |  | 1.35 | 
|                     |  |                      |  |           
|                     |  | Measured             |  |            |     |  |                   |  |      |                      |  |  |     | 
|Cochenour Deposit(5) |  | Indicated            |  |            |     |  |                   |  |      |                      |  |  |     | 
|                     |  | Measured + Indicated |  |            |     |  |                   |  |      |                      |  |  |     | 
|                     |  | Inferred             |  |            | 9.27 |  |                   |  | 10.77 |                      |  |  | 3.21 | 





|(1) | The Mineral Resources for Red Lake Gold Mines and the Cochenour Deposit set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice
President, Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on a gold price of $1,350 per ounce and an exchange rate of C$1.00.
|--- | -------------------------------------------------------------------------

|(3) | Mineral Resources are reported using variable cut-off grades depending on the mineralization type and zone. The in situ block model has been diluted to minimum
horizontal widths of 1.5 metres (3 feet).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Mineral Resources are exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated
economic viability.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The Inferred Mineral Resources for the Cochenour Deposit are calculated using a top cap grade of 70 to 300 grams per tonne gold depending on the geology and a lower
cut-off of 4 grams per tonne gold.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Numbers may not add up due to rounding.
|--- | ---------------------------------------

Environmental, permitting, legal, title, taxation, socio-economic, marketing and political factors and constraints have been taken into account. The Mineral Reserves are acceptable to support mine
planning. Areas of uncertainty that may materially impact the Mineral Resource and Mineral Reserve estimates include: commodity,



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operating and capital assumptions used; rock mechanics (geotechnical) constraints; constant underground access to all working areas; metal recovery assumptions used.

Mining Operations

Red Lake Gold Mines consists of a single underground operating mine (Red Lake and Campbell Complexes) and an advanced underground
exploration program (Cochenour). Mining consists of: longhole and mechanized underhand or overhand cut and fill techniques and development mining methods. In 2012, Red Lake Gold Mines expects to produce 2,728 tonnes per day from which 51% will be
provided by the Red Lake Complex and the remaining 49% from Campbell Complex. Production forecasts are achievable with the current equipment and plant, replacements have been acceptably scheduled. Goldcorp has developed a series of management
programs for environmental activities, tailings management and occupational health and safety that enable the company to reach its commitments.The financial analysis is based on a pre-tax model. There are currently no royalties payable on the Red
Lake Gold Mines for the current operations. The predicted mine life of seven years from the date of the Red Lake Report is achievable based on the projected annual production rate and the Mineral Reserves estimated.

As any typical underground mine, the quantification of Mineral Reserves is limited by the ability to define ore zones in advance of
mining. Red Lake Gold Mines, for example, has been a producing operation for more than 60 years and has never had more than eight to ten years of Mineral Reserves at any time throughout that period. Deliberate efforts to install exploration drifts
in strategic locations of the mines have allowed for the routine exploration of various ore bodies as the mine progresses. Goldcorp considers that with additional drilling, and taking into the known depth extensions and offsets of current ore zones,
there is good potential that the mine life can be extended beyond 2018.

Exploration and Development

Cochenour shaft expansion, the Red Lake/Cochenour drifts and the Red Lake 42-47 Bore hole hoist are three intensive capital projects
currently ongoing to provide access to the Cochenour and Red Lake ore bodies at depth.

The horizontal development is planned
for both the Red Lake and Campbell Complexes at 14 metres per kilo-tonne of ore with an additional one metre per kilo-tonne of vertical development. Construction of the 5-kilometre haulage drift to connect the Cochenour shaft with the Red Lake
Complex on the 5,400 foot level has advanced to a completion level of more than 36% at the end of 2011 and targeted for 66% completion by year-end 2012. Two drills continue to test the exploration potential of this underexplored area. A
two-kilometre section of the track was laid from the shaft station. Upon completion, the drift will enable ore from the Cochenour Deposit to be hauled directly to the Red Lake Complex for processing at the existing mill facilities. The drift will
also allow the development of significantly more drill stations, thus further accelerating exploration.

The sinking of the
Cochenour shaft continues to progress. At the end of 2011, the shaft had been widened to a depth of 83 metres. During 2012, sequencing of near-shaft exploration and initial ore body definition will progress and the ultimate shaft depth and extent of
development required will be defined with additional drilling planned this year. In 2011, exploration and development work continued to advance the Upper Red Lake Complex, the Far East Zone and the Footwall Zones into sustained production as
alternate sources of ore and to complement the fill the mills program and provide flexibility. Evaluation of the potential of near-surface, bulk long-hole mining, based on recent results from surface drilling, will continue into mid-2012.

Recent drilling of the HGZ has identified the possibility of a fault offset of the zone below the 52 level, approximately 300
metres and five years ahead of the current mining horizon. Deep underground drilling conducted several years ago identified high grade ore intercepts at both the 55 and 57 levels that suggest the continuity of the zone. Drilling efforts are
currently investigating the extensions of these intercepts. During 2012, plans are underway to extend the ramp and increase power and ventilation to allow additional exploration drilling in the deepest portions of the mine.



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ÉLÉONORE PROJECT, CANADA

The Éléonore Project is indirectly wholly-owned by Goldcorp. The Éléonore Project, located in northern Quebec,
is one of Goldcorps significant projects in its development pipeline and a key component of its next generation of growth projects. On target for first production in 2014, development is proceeding on schedule. In November 2011, a certificate
of authorization was issued by the Quebec Minister of Sustainable Development, Environment and Parks allowing full construction of the Éléonore Project to commence immediately.

Carl Michaud, Eng., Chief Engineer, Éléonore Project, Andy Fortin, Eng., Manager, Process and Surface Operations,
Éléonore Project, Jacques Simoneau, P.Geo., Director, Exploration, Éléonore Project, Eric Chen, P.Geo., Superintendant of Long Range Planning & Modelling, Peñasquito Mine (then, Manager of Mineral
Resources, Goldcorp) and Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp prepared a technical report in accordance with NI 43-101 entitled Éléonore Gold Project, Quebec, Canada, NI 43-101 Technical
Report (the Éléonore Report) that has an effective date of January 26, 2012. Carl Michaud, Andy Fortin, Jacques Simoneau, Eric Chen and Maryse Belanger are each qualified persons under NI 43-101. The following
description of the Éléonore Project has been summarized, in part, from the Éléonore Report and readers should consult the Éléonore Report to obtain further particulars regarding the Éléonore
Project. The Éléonore Report is available for review under Goldcorps profile on SEDAR at www.sedar.com.

Project Description and Location

The Éléonore Project is located in the Lake Ell area, in the northeastern part of the Opinaca reservoir of the James Bay region, in the Province of Quebec, Canada. The Éléonore
Project is located approximately 350 kilometres north of the towns of Matagami and Chibougamau, and 825 kilometres north of Montreal. The Éléonore Project comprises 369 contiguous claims totalling 19,188 hectares.
The claims are 100% owned by Opinaca. A block of four claims totalling 208 hectares located in the central area of the property was purchased in 2011 by Goldcorp through an agreement with Wemindii Exploration and are 100% owned by Opinaca. The
Éléonore Project hosts the Roberto gold deposit, which consists of the Roberto, East Roberto, and Zone du Lac lenses. The Roberto deposit is located under the Opinaca reservoir. Claims are map-staked and not surveyed on the ground and
are valid for a two year period and can be renewed every two years. In order to maintain tenure, an exploration work equivalent ranging from $135 to $2,500 per claim is required depending on the number of renewals previously granted.

The Éléonore Project is located entirely in Cree territory, or Eeyou Istchee, on Category III lands belonging to the Quebec
government and subject to the Convention for the James Bay and Northern Quebec Agreement. Surface leases were obtained from the Department of Natural Resources and Wildlife for all infrastructure planned for the Éléonore Project.
Necessary consents and authorizations have been obtained for the road infrastructure, quarries and sand pits currently in operation.

A royalty payable on production from the Éléonore Project to Virginia Gold Mines Inc. (Virginia) is set at 2.20% on the first three million ounces of gold, and increases by
0.25% per million ounces thereafter, up to a maximum of 3.5%. The royalty payable in each period is adjusted up or down by an amount ranging between zero and 10%, depending on the gold price in effect during that period.
Advanced payment of royalties of US$100,000 per month commenced April 1, 2009. An annual payment is required to be made to the Cree Nation under the Cree Collaboration Agreement.

An environmental impact and social assessment has been carried out, subject to consultation with local communications and a Certificate
of Authorization was obtained in November, 2011. The major issues identified include impacts on the environment (Opinaca River and wetlands), the proper management of tailings and waste water, access (roads, airports), social acceptability and
management of post reclamation. A mining reclamation plan has been submitted.



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Permits obtained by the company to explore and undertake project development are sufficient
to ensure that activities are conducted within the regulatory framework required by the local, Provincial and Federal governments. Additional approvals will be required, including a mining lease from the Ministry of Natural Resources and Wildlife,
which is currently being processed.

In the opinion of the authors of the Éléonore Report, there are no
pre-existing surface rights which are in conflict with the development project.

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

The closest towns to the Éléonore Project are Matagami and Chibougamau which are both
located approximately 350 kilometres to the south. Currently, there is no permanent road access to the Éléonore property. A winter road, which is functional between January and early April, links the property to
Hydro-Quebecs Sarcelle hydro-electric facility. A permanent road is under construction and is expected to be completed during the summer of 2012. Workers are mobilized on site via a temporary year round air strip located approximately
1.5 kilometres north of the exploration camp. During the summer months, fuel and equipment are transported by barge, floatplane or helicopter. The helicopter is stationed permanently on site. The barge can usually transport as many as 180
45-gallon drums of fuel per trip.

The Éléonore Project area is characterized by cold winters and short, cool,
summers. Precipitation varies throughout the year, reaching an average of two metres annually. Exploration activities are currently conducted year-round, but can be temporarily halted during spring thaw and fall freeze-up. Mining activities are
expected to be conducted year-round.

The James Bay region is surrounded by extensive hydroelectric facilities and associated
infrastructure, the closest of which are the Sarcelle hydro electric facility located 40 kilometres due west of the Éléonore Project on the Opinaca reservoir and the Eastmain Dam located 70 kilometres to the south. The new
main 120/25 kilovolt substation was designed taking into consideration redundancy, labour and transport costs, as well as geographical localisation and life expectancy (15 to 25 years). This substation is planned to be in operation by the end of
2012 to support further mine site development. A waste rock pad, with a volume of 330,000 cubic metres, is built for stockpiling rocks during the excavation of the exploration infrastructures (exploration shaft and ramp). Another pad of 150,000
cubic metres is planned in 2012. The tailings area will be fully lined and the filtered tailings will be trucked five kilometres to the tailings area of 80 hectares. The tailings design envisages storage capacity of 26 million tonnes, which is
sufficient for the current life-of-mine.

The physiography of the region is typical of the Canadian Shield and includes many
lakes, swamps and rivers. Outcrop is limited, due to the presence of the swamps and overlying glacial deposits. The area is characterized by a gently undulating peneplain relief. The elevation of the few hills of this rolling landscape varies
between 215 metres and a maximum of 300 metres above sea level. The area is drained by Lake Ell, which is itself part of the Opinaca reservoir. Vegetation is typical of taiga and includes sparse spruce forests separated by large swampy
areas devoid of trees.

History

The first recorded exploration in the Éléonore Project area was by Noranda Inc. (Noranda), in 1964. Noranda identified a copper showing located within the Ell Lake diorite
intrusion. In 2001, Virginia completed regional reconnaissance grab and channel sampling around Norandas Ell Lake copper showing; this work identified a number of new showings. A series of mineralization corridors consisting of stockworked
gold and chalcopyrite-bearing quartz veinlets were outlined within dioritic to tonalitic intrusions. In addition, a number of mineralized and partially-rounded erratic blocks, located about 300 metres from the mineralized corridors, returned
significantly elevated copper, gold, and silver values.

Ground magnetic and inverse polarization/resistivity geophysical
surveys were completed in 2002 and resulted in the discovery of several new gold-copper-silver occurrences in the diorite intrusion. During the program, an intensely-altered boulder of quartzo-feldspathic metasediments with disseminated arsenopyrite
and pyrrhotite was identified. Subsequent investigation of this boulder and the glacial train in the area indicated that the source area



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was located a few kilometres to the northeast along the contact zone between the diorite intrusion and a cluster of quartzo-feldspathic sediments lying directly north of the intrusion. Additional
ground geophysical surveys, including IP/resistivity, magnetics and Hummingbird electromagnetic were performed from 2003 to 2004. A soil geochemical Modified Mercalli Intensities survey was also conducted.

In late 2003, prospecting and reconnaissance mapping were completed ahead of mechanical trenching. The trenches were excavated to
test geological, geophysical, and geochemical targets. Grab and channel sampling of the trenches indicated anomalous gold values of over one gram per tonne. The program also identified additional gold occurrences in the diorite intrusion in the
southwest portion of the grid.

A helicopter-borne, detailed magnetic survey was carried out in early February 2004 over
the northern half of the Ell Lake intrusion and the cluster of metasediments lying to the north.

From June to
August 2004, additional trenching was performed on the Roberto zone. Virginia commenced core drilling in September 2005 and by November 2005 a total of 247 core holes had been drilled, 170 of which were on the Éléonore Project.
Drilling completed by Virginia successfully extended the mineralization found at surface to a depth of 800 metres below surface. It also extended the mineralization beyond the Roberto Peninsula into the James Bay area and on the North shore of
the Ell Lake as well as to the south. In January 2005, Virginia carried out an IP survey that covered a total of 226.3 line kilometres on the northeastern side of the Ell Lake. Also in 2005, a large B-horizon survey encompassing a portion of the
property was completed. A total of 1,244 samples were taken at a spacing of 50 metres along lines spaced between 500 metres and 1,000 metres.

In 2006 a helicopter-borne magnetometer and electromagnetic VTEM survey (time domain) with an in-loop configuration was flown over the entire Éléonore Project. The survey was conducted by
Geotech Ltd. and totalled 3,123.5 line kilometres. Line spacing was 75 metres and the survey was oriented at 360 degrees north. A more detailed survey was conducted over the Roberto deposit area with line spacing of 50 metres, which was oriented at
90 degrees north. The anomalies located inside the reservoir are large weak conductors and are interpreted to be related to the strong concentration of conductive superficial sediments found in the reservoir. The long anomalies located to the east
of Roberto are interpreted to be caused by sediments, such as iron formation and or argilitic sequences that have significant sulphide concentrations. Some of the exploration drilling has targeted some of the sediment-hosted anomalies and results
indicate that they do not carry significant gold mineralization.

An in-principle agreement to acquire the
Éléonore Project was reached between Goldcorp and Virginia in November 2005 followed by a buyout offer shortly after. Goldcorp took control of the Éléonore Project on March 31, 2006. Since acquisition, the
Corporation has performed till sampling, lake-bottom sediment sampling, surface mapping and trenching, additional core drilling, Mineral Resource estimation and geological modeling. Mine construction activities are underway.

Geological Setting

The Roberto deposit is located in Archaean rocks of the Superior Province of Canada in the transition zone between the Opinaca Sub-province and the La Grande Sub-province. The contact between the two
sub-provinces is not well known and generally corresponds to regional scale deformation zones and a sharp change in the metamorphic gradient. In some areas, the contact is masked by late intrusions of one or the other sub-province.

The Opinaca Sub-province basin is a sedimentary basin dominated by migmatized paragneisses and diatexites from the Laguiche Complex and
intruded by syn to post-tectonic tonalite, granodiorite, granite and pegmatite intrusions from the Janin and Boyd instrusive suites. The metamorphic grade increases from amphibolites facies near the margins to granulite facies toward the center of
the basin. The paragneisses are strongly metamorphosed and folded rocks which retained few of their original structures.

The
S-shaped La Grande Sub-province surrounds the Opinaca Sub-province on its west and north sides, spanning a distance of 450 kilometres in the east-west direction and of 250 kilometres in the north-south direction. The La Grande
Sub-Province is an assemblage of volcano-plutonic rocks composed of 85% intrusive rocks and 15% volcano-sedimentary units, the latest forming the volcanosedimentary units of the La Grande River and Eastmain River green belts. These assemblages
overlay an older tonalitic basement. Metamorphic grade increases from the greenschist facies to the amphibolites facies toward the contact with the Opinaca Sub-Province. The Éléonore Project is overlain by rocks of the Eastmain Group
of the La Grande Sub-province. At its base the Eastmain Group consists of the Bernou and Kasak Formations, which are composed of basalts and intermediate to felsic tuff.





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Regional faults are mainly present in the La Grande Sub-province and are oriented
northsouth, eastwest, northwestsoutheast, and northwestsoutheast. In outcrop, the faults can be recognized by either a strong tectonic banding or by the presence of intense shear zones with mylonitization. In the Opinaca
Sub-province, faults and shear zones are mainly located along fold limbs.

The Éléonore Project straddles the
contact between the Opinaca and the La Grande Sub-provinces. The contact is located in the northeast corner of the property along a northwesterly trend that is defined by a strong shear zone, a change in the magnetic grain, and an increase in the
metamorphic gradient. The Éléonore Project is hosted in Achaean-age rocks of a volcano-sedimentary greenstone belt developed near the contact between the Opinaca and La Grande Sub-provinces of the Superior Province. Rock units from the
Opinaca Sub-province make up the northeastern corner of the Éléonore Project area. Lithologies are dominated by granite, granodiorites and heterogeneous assemblages of pegmatites, tonalites and granites from the Janin Intrusive Suite
intermixed with partially migmatized paragneiss from the Laguiche Complex. The structural grain is oriented in a northwesterly direction evolving to an eastwest grain toward the east part of the Éléonore Project area.

Exploration

Virginia performed several mapping and sampling programs from 2001 to 2005. Systematic sampling and detailed mapping in 2002 near the Ell
Lake showing led to the discovery of a sulphide-bearing quartzo-feldspathic metasedimentary boulder that returned high gold values on assay. Prospecting and reconnaissance mapping successfully exposed surface outcrops of alteration zones and gold
mineralization.

Since the acquisition of the Éléonore Project, Goldcorp has performed additional geological
mapping, core drilling, metallurgical testwork, Mineral Resource and Mineral Reserve estimates, baseline environmental, geotechnical and hydrological studies, geophysics and geochemistry surveys and has completed a pre-feasibility study on the
Éléonore Project. The coordinate system used for all of the exploration, drilling and support of Mineral Resource and Mineral Reserve data is the Universal Transverse Mercator coordinate system using the North American datum of 1983.

From the summer of 2006 to 2011, small mapping and sampling programs have been carried out by Goldcorp at 1:20,000 scale in
various areas of the Éléonore Project. During such period, over 1,000 outcrops have been visited and sampled by Goldcorp geologists. A till sampling survey was completed under the supervision of Rémi Charbonneau of Inlandsis
during the summer of 2008, covering the Éléonore Project and consisted of a total of 496 samples collected at 100 metres to 200 metre spacing along lines distributed at every one to 1.5 kilometres. The program outlined six exploration
targets, named Sectors A to H. The highest priority targets are considered to be Sector A, which is up-ice from the Roberto deposit, and Sector B, which has two distinct dispersal trains. Sector E is the third-ranked target, located five kilometres
down-ice from the Roberto deposit, where the till sampling suggests the potential of gold mineralization due to the abundance of pristine-shaped visible gold grains, counts of five to 20 scheelite grains, high-grade gold results and associated Sb,
Sn and Cu anomalies.

A surface IP survey was conducted totaling approximately 21.3 kilometres between 2007 and 2008 on the
Roberto deposit area. TMC Geophysique from Val dOr completed six lines for 5.7 kilometres in 2007 and the survey was completed in 2008 by Geosig Inc. of Quebec, which completed 12 lines for 15.6 kilometres. The survey was successful in
identifying anomalies related to the Roberto mineralization and the pole-dipole configuration with 50 metre spaced electrodes is the recommended configuration for the area.

A lake-bottom sediment sampling survey was completed over the northern portion of the Opinaca reservoir during the summer of 2010. A total of 653 samples collected with a 75 metre to 100 metre spacing
along north-south lines distributed every 200 metres to 300 metres. The samples were submitted to multi-element analysis by Metal Mobile Ion partial dissolution, followed by sensitive ICP-MS determination. The survey revealed three sectors of
interest including Southeast Roberto, Old Camp and North sector.

The main focus of the exploration activities on the
Éléonore Project have been focus on advancing the Roberto deposit to development, and therefore the Éléonore concession has not been subject to significant exploration work in the last five years. However, high-quality
exploration targets exists, near the Roberto deposit and also on other parts of the concession and warrants further investigation.



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The authors of the Éléonore Report are of the opinion that the exploration
programs completed to date are appropriate to the style of the deposits and prospects within the Éléonore Project. The exploration and research work supports the genetic and affinity interpretations.

Mineralization

The Roberto deposit is a clastic sediment-hosted stockwork-disseminated gold deposit in an orogenic setting. It is an atypical deposit
that displays some of the characteristics associated with the Greenstone-hosted quartz-carbonate vein deposits of the Geological Survey of Canada.

The La Grande Sub-Province rock units make up most of the Éléonore Project area west of the contact and host the Roberto deposit. Lithologies are dominated by metasedimentary units of the
Low Formation and include conglomerates, greywackes, arenites and cherts. Discordantly overlying the Low Formation are basalts and intermediate to felsic tuff units of the Kasak Formation. These units are folded in a large northeast-trending 10
kilometre long open F1 fold. The ten kilometre long Ell Lake diorite intrusion occupies the center of the Éléonore Project, more or less along the center of the large fold structure. The Roberto deposit is hosted in polydeformed
greywacke units in contact with aluminosilicate-bearing greywacke and thin conglomerate units. The 1.9 kilometre long crescent shape of the deposit is the result of F2 folding.

Mineralization has been intersected to date to 1,400 metre vertical depth. Gold-bearing zones are generally five to six metres in true
thicknesses, varying from two metres to more than 20 metres locally. The mineralized zones are folded with increased thicknesses in the hinge of the folds while limbs are fairly straight and continuous. All zones are still open at depth. The
numerous sub-parallel mineralized zones are characterized by gold-bearing quartzdravitearsenopyrite veinlets, contained within quartzmicroclinebiotitedravitearsenopyritepyrrhotite auriferous replacement
zones. The mineralized zones are visually recognizable. They are light to dark brown in colour due to microcline and tourmaline alterations, with generally abundant sulphide concentration. These darker colours differentiate the mineralized zones
because the wall rocks are usually light to medium-grey and have a low sulphide content. Sulphide concentrations within the auriferous zones vary from two percent to five percent, with the main sulphides being arsenopyrite, pyrrhotite and pyrite.
Relationships between the nearby diorite and pegmatite intrusions and the gold mineralization event are still unknown.

Drilling

To December 31, 2011, a total of 933 surface drill holes (approximately 428,948 metres) have been completed by
Virginia and Goldcorp. Approximately 414,976 metres have been drilled in 1,094 core holes on the property since 2001. Of these drill holes 348 (104,532 metres) were completed by Virginia and 746 (310,944 metres) by Goldcorp. All core diamond
drilling completed on the property consists of wireline diamond drilling recovering NQ size (47.6 millimetres) drill core.

Drilling has been conducted over the Roberto deposit on a 1,500 metre by 1,500 metre area. The drilling pattern was designed to sample
the deposit orthogonally to the interpreted strike and dip of the gold mineralization. The majority of the core holes were drilled with an inclination varying between negative 45 degrees to negative 63 degrees. Because of the irregular shape of the
deposit at surface, core holes and drill sections are oriented from east to west direction in the Main and Bay areas, southwest to northsouth in the southern limb area, and eastwest to northsouth in the northern limb area. All core
holes were drilled from surface on sections spaced approximately 25 metres apart in most parts of the deposit. Drill hole spacing of 25 metres by 25 metres is over the bulk of the ore-body to a depth of approximately
250 metres below surface. Between 250 metres and 700 metres below surface, borehole spacing is increased to roughly 50 metres by 50 metres. Below 700 metres, down to approximately 1,000 metres, a borehole
spacing of 100 metres by 100 metres is usually implemented.

True thickness interval lengths are defined
as being perpendicular to the strike and dip of the mineralization at the point of bore hole intersection. It is the shortest distance between the hanging wall and the footwall points of intersection of the bore hole with respect to the strike and
dip of the mineralization. Due to the irregular shape of the ore body, there is no predetermined angle for this.

The location
of proposed drill hole collars is assessed using a Trimble GPS and marked with a picket. Front sights are implanted at 15 metres, 30 metres and 55 metres with the GPS and double-checked with a compass.



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Drilling is visually aligned using the front sights. Upon completion of the final collar
survey, the planned collar coordinates and the surveyed collar coordinates are compared and any discrepancies investigated.

Down-hole surveys were carried out by the drill contractor for dip and deviation using a FlexIt instrument. During drilling, a
single-shot test is taken approximately 15 metres past the casing to determine the initial drill orientation. Following this, single-shot tests are taken roughly every 60 to 100 metres at the end of drilling shifts. Although this instrument is
subject to effects of magnetism in surrounding rock types, rocks underlying the Roberto deposit are very weakly magnetic.

Standardized logging forms and geological legends were developed for the Éléonore Project. Geotechnical logs were completed
in sequence prior to the geological logging. Geological logging used standard procedures and collected information on mineralization, lithic breaks, alteration boundaries, and major structures. Drill cores are placed into wooden core boxes at the
drill site. Drill core is retrieved from each drill site by Goldcorp employees or the drill contractor personnel at the end of every shift. All drill core is photographed. Core recovery is acceptable for all drill programs, and averages about 95%
over the life of the Éléonore Project. Upon completion, drill hole collars were surveyed using a differential GPS instrument by a registered surveyor.

Drill data are typically verified prior to Mineral Resource and Mineral Reserve estimation, by running a software program check. Sample intervals were determined by the geological relationships observed
in the core and vary between 0.3 metres and 1.25 metres. An attempt was made to terminate sample intervals at lithological and mineralization boundaries.

Sampling and Analysis

Exploration and infill core samples have been
analysed by a number of independent laboratories using industry-standard methods for gold analysis. Since January 2007, ALS Chemex in Val dor in Quebec, has been the primary laboratory, and holds ISO 17025 and 9001/2008 certifications.
Metallurgical testwork has been completed at a number of laboratories, but was primarily performed by SGS. Sample preparation for samples that support Mineral Resource estimation has followed a similar procedure for all Virginia and Corporation
drill programs. The preparation procedure is in line with industry-standard methods for clastic sediment-hosted stockwork-disseminated gold deposit in an orogenic setting.

Since mid 2007, drill cores are systematically sampled from top to bottom. Sampling is designed to reflect the general geology, all significant alterations and significant mineralization found on the
property. Sample lengths vary between 0.3 metres and 1.5 metres. Collecting of specific gravity data was initiated after the project acquisition by the Corporation and was performed by Corporation personnel. Core samples of about ten centimetres in
length are measured, weighed dry and then wet and the specific gravity of the sample calculated. The specific gravity database contains 11,923 specific gravity results that were determined on core samples. A specific gravity of 2.77 was
used for all veins. The specific gravity database is currently sufficient to provide a reliable assessment of the variability of the specific gravity across the gold deposit and across the various rock types.

Samples are dried and crushed to better than 70% to 90% passing two millimetres. A split of the crushed material is then
pulverized to 85% passing 75 nanometres. Gold assays were determined on a 50 gram sample using fire analysis followed by an atomic absorption spectroscopy (AAS) finish. For assay results equal or above three grams of gold per tonne,
samples are re-assayed with a gravimetric finish. ALS Chemex reports an upper limit of ten grams of gold per tonne and a detection limit of 0.01 grams per tonne for AAS analyses. No other elements are routinely assayed for. Sample
data collected adequately reflect deposit dimensions, true widths of mineralization, and the style of the deposits.

Exploration and infill core samples were analysed by independent laboratories using industry-standard methods for gold analysis. Virginia
and the Corporation maintained a QA/QC program for the Éléonore Project. This comprised submission of analytical SRMs, duplicate and blank samples. QA/QC submission rates meet industry-accepted standards of insertion rates. No material
sample biases were identified from the QA/QC programs. The QA/QC program results do not indicate any problems with the analytical programs, therefore the gold analyses from the core drilling are suitable for inclusion in Mineral Resource and Mineral
Reserve estimation.



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Data that were collected were subject to validation, using in-built program triggers that
automatically checked data on upload to the database. Verification is performed on all digitally-collected data on upload to the main database, and includes checks on surveys, collar co-ordinates, lithology data, and assay data. The checks are
appropriate, and consistent with industry standards. Independent data audits have been conducted, and indicate that the sample collection and database entry procedures are acceptable.

Various external consultants and Goldcorp staff have engaged in data verification. The authors of the Éléonore Report
consider that a reasonable level of verification has been completed by external consultants and dedicated database management staff, and that no material issues would have been left unidentified from the verification programs undertaken. The authors
of the Éléonore Report have reviewed the appropriate reports, and are of the opinion that the data verification programs undertaken on the data collected from the Éléonore Project adequately support the geological
interpretations, the analytical and database quality, and therefore support the use of the data in Mineral Resource and Mineral Reserve estimation.

Security of Samples

From the moment the core boxes are delivered to
the core logging facility by the drilling contractor and up to their delivery to the laboratory, the samples remain in the custody of personnel under the direct supervision of Corporation personnel.

Sample shipping procedures changed slightly in January 2007, when a decision was made to increase the batch size from
24 to 50 samples. The individual plastic sample bags are sealed at the sampling facility with a stapler. The samples are bagged in sequence, in groups of five and inserted into rice bags. A batch is made up of 50 samples, or ten
rice bags. A group of six batches is assembled on a pallet for shipment for a total of 300 samples. A sample shipping form, with a unique identification number, detailing the contents of each batch is filled out by the core sampler. It is
verified by the senior technician and entered in the acQuire logging database. The pallet is then wrapped with plastic and identified with the shipment number. Once ready to be expedited, it is moved to the helicopter pad and transported to the
Sarcelle depot where it is stored inside a locked container.

Once or twice a week, the samples are transported directly to
the laboratory in Val dOr in a locked truck with drivers employed by the Corporation. The sample shipment form follows the shipment at all times and the transportation waybill is signed by the laboratory supervisor. A copy of the waybill is
returned to the site and filed.

Sample security has relied upon the fact that the samples were always attended or locked in
the logging facility. Chain-of-custody procedures consisted of filling out sample submittal forms that were sent to the laboratory with sample shipments to make certain that all samples were received by the laboratory. Current sample storage
procedures and storage areas are consistent with industry standards.



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Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for the Éléonore Project as of December 31, 2011:

Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)



|                  |  |            |       |  |                   |  |      |                      |  |  |      | 
|----------------- |  | ---------- | ----- |  | ----------------- |  | ---- | -------------------- |  |  | ---- | 
|Category          |  | Tonnes     |       |  | Grade             |  |      | Contained Metal      | 
|                  |  | (millions) |       |  | (grams per tonne) |  |      | (millions of ounces) | 
|Proven            |  |            |      |  |                   |  |     |                      |  |  |     | 
|Probable          |  |            | 12.48 |  |                   |  | 7.56 |                      |  |  | 3.03 | 
|Proven + Probable |  |            | 12.48 |  |                   |  | 7.56 |                      |  |  | 3.03 | 





|(1) | The Mineral Reserves for the Éléonore Project set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President,
Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on a gold price of $1,200 per ounce and an exchange rate of C$1.10. These assume processing costs of $32.29 per tonne mining operating costs of $52.75 per tonne,
site services costs of $10.06 per tonne and general and administrative costs of $18.39 per tonne, for a total life-of-mine estimated operating cost of $113.49 per tonne, and a life-of-mine average metallurgical recovery of 93 to 93.5%.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Global cut off grade of 3.0 grams per tonne and marginal cut off grade of 1.5 grams per tonne used as economic indicators only.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(4) | Numbers may not add up due to rounding.
|--- | ---------------------------------------

|(5) | Factors that can affect the Mineral Reserve estimates are: (i) more water infiltration from the surface than expected; (ii) in situ stress in the rock; (iii) rockburst;
(iv) deviations in the drill holes necessary to support production may cause more dilution; (v) paste backfill strength; and (vi) changes in commodity price and exchange rate assumptions.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Measured and Indicated Mineral Resources (1)(2)(3)(4)(5)

(excluding Proven and Probable Mineral Reserves)



|                     |  |            |       |  |                   |  |       |                      |  |  |      | 
|-------------------- |  | ---------- | ----- |  | ----------------- |  | ----- | -------------------- |  |  | ---- | 
|Category             |  | Tonnes     |       |  | Grade             |  |       | Contained Metal      | 
|                     |  | (millions) |       |  | (grams per tonne) |  |       | (millions of ounces) | 
|Measured             |  |            | 0.14  |  |                   |  | 10.01 |                      |  |  | 0.04 | 
|Indicated            |  |            | 1.23  |  |                   |  | 11.05 |                      |  |  | 0.44 | 
|Measured + Indicated |  |            | 1.36  |  |                   |  | 10.95 |                      |  |  | 0.48 | 
|Inferred             |  |            | 12.25 |  |                   |  | 10.60 |                      |  |  | 4.17 | 





|(1) | The Mineral Resources for the Éléonore Project set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President,
Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on a gold price of $1,350 per ounce and an exchange rate of C$1.05.
|--- | -------------------------------------------------------------------------

|(3) | Mineral Resources are reported using variable cut-off grades of 3 grams per tonnes, which is based on assumptions of a US$1,350 per ounce gold price, long-hole stoping
underground mining methods, a total mining cost of $95 per tonne, and a life-of-mine metallurgical recovery of 93.5%. Key areas of uncertainty that may materially impact the Mineral Resource estimate include (i) commodity price assumptions; (ii)
metal recovery assumptions; (iii) hydrogeological constraints; and (iv) rock mechanics (geotechnical) constraints.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Mineral Resources are exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated
economic viability.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Numbers may not add up due to rounding.
|--- | ---------------------------------------



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Mining Operations

The selected mining method will consist of long-hole stoping (down-hole drilling) on longitudinal retreat with consolidated backfill. However, there may be scope during operations for transverse stoping
to be used where mineralization widens. For mine scheduling purposes, the vertical extent of the ore-body was subdivided into two parts: the upper part of the ore-body located between 55 metres and 650 metres below surface, and
the lower part of the ore-body located between 650 metres and 1,130 metres below the surface. Dividing the ore-body into two parts was designed to accelerate the production start-up. Initial production will be at the nominal rate of 3,500
tonnes per day of ore, with two mining fronts on the 500 and 650 Levels. Subsequently, the 350, 860 and 1,040 Levels will be put into production. Underground drilling will start in late 2012. Studies to increase the production rate
will be conducted as more drilling information becomes available. Based on the current Mineral Reserves, the planned operation has a ten-year mine life. One shaft and one surface ramp will be excavated. The Gaumond shaft will be 715 metres deep and
will be used to develop the 650 Level, to provide an exploration drilling platform for the deeper portion of the ore-body and to ensure production at a nominal rate of 3,500 tonnes per day. The surface ramp will accelerate development on the levels.
All the material that will come from levels deeper than the 650 Level will be brought to the 650 Level loading station by trucks via the ramp. Once completed, the ramp will be used as the air exhaust.

The Gaumond exploration shaft has a nominal 3,500 tonnes per day ore hoisting capacity, and a maximum hoisting capacity of 5,800 tonnes
per day. The Corporation is planning a second production shaft, which will also have a nominal 3,500 tonnes per day ore-hoisting capacity, giving a combined hoist capacity, when the shafts are completed, of 7,000 tonnes per day. The current plant is
designed for a throughput of 3,500 tonnes per day, which is commensurate with the current Mineral Reserves; however, Goldcorp has designed the plant to be able to expand to 7,000 tonnes per day to match the two-shaft nominal hoisting capacity. The
mill was designed to operate at 3,500 tonnes per day and 365 days/year and can be expanded to 7,000 tonnes per day. The process plant availability was established at 95% based on performance of similar operations with the same type of
comminution circuit. The process flowsheet is standard, consisting of three stages of crushing, grinding, gravity concentration, sulphides flotation, cyanide leaching, and gold recovery in a carbon-in-pulp circuit.

The Éléonore Project will require construction of significant infrastructure to support the planned producing facilities,
including an access road, electrical power supply, provision of water, and mine and plant facilities. The tailings design envisages storage capacity of 26 million tonnes, which is sufficient for the current life of mine. In addition, underground
infrastructure will comprise a circular shaft, an access ramp, loading station, ore and waste passes and storage bins, exhaust raise and mine dewatering system. Power will be supplied and installed by Hydro-Quebec from an existing distribution
point. Permits have been received and Opinacas permanent substation completion is expected by mid-2012. Water management is critical for success, as the ore-body is located directly under the Opinaca reservoir. Currently, no mining is planned
above 55 metres in order to mitigate risks associated with potential water inflow from the Opinaca reservoir and to respect the preliminary recommendation for the dimensions of the surface crown pillar. Due to the presence of open
sub-horizontal decompression joints encountered mainly within the first 150 metres below surface, and the proximity of the reservoir, management of ground water infiltration is considered paramount for the successful project implementation. A
240 litre per second dewatering system was selected to handle the expected peak water inflow into the mine. The reclamation work will take place over a period of about two to three years (excluding monitoring) after completion of mining
activities.

Underground drilling will start in late 2012. Production is expected to commence in late 2014 and is expected to
be 3,500 tonnes per day, based on at least two independent levels on 500 and 650 Levels, although another mining front may subsequently be started on the 350 Level. For the first two years of production only the upper part of the mine will be
in production. In 2017, all the lower part infrastructures will be completed so others mining fronts will be available. Two more mining fronts will be available from 860 and 1040 Levels and at this time an evaluation will be made to increase the
mine production rate to 7,000 tonnes per day. The pre-production period will last until the end of 2014 and the estimated mine life is ten years.

Goldcorps bullion is sold on the spot market, by marketing experts retained in-house by Goldcorp. It is expected that the same process will be used for gold produced at the Éléonore
Project. The terms contained within



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the sales contracts are typical and consistent with standard industry practices, and are similar to contracts for the supply of doré elsewhere in the world.

The capital cost estimates include direct and indirect costs. The total capital cost estimate is C$705 million. Sustaining capital is
estimated at C$169 million. The combined total capital and sustaining capital cost estimate is C$874 million. The estimated average annual operating cost is $113.49 per tonne milled.

The financial analysis assumed Probable Mineral Reserve totalling 12.48 million tonnes, grading 7.55 grams per tonne of gold and assumed
that Inferred Mineral Resources were treated as waste. A gold price of $1,200 per ounce, with an exchange rate of $1.10 and a tax rate of 38.6% was used for the financial analysis. A royalty payable on production from the Éléonore
Project is set at 2.2% on the first three million ounces of gold, and increases by 0.25% per million ounces thereafter, up to a maximum of 3.5%. The gold refining charge was estimated at $1.75 per ounce of gold and bullion
delivery charges were estimated at C$1.67 per ounce of gold. The cash flow over the life of mine at a five percent discount rate was estimated at $742 million. The Éléonore Project is expected to generate an after-tax net cash
flow at a five percent discount rate of $458 million and yield an after-tax internal rate of return of 14.9%. The life of mine based on the current Mineral Reserves is ten years and the projected payback period is four years. Cash flow
fluctuations during the life of mine primarily result from fluctuations in the sustaining capital and mill head grade. Negative cash flows are projected at the end of the mine life and correspond to expected reclamation costs. The
Éléonore Project is most sensitive to the gold price, and next most sensitive to gold grade. It is less sensitive to changes in capital costs and operating costs.

Exploration and Development

The sinking of the Gaumond shaft is
currently underway, and is projected to be completed during the first quarter of 2012. The surface ramp started in February 2011 and should be completed to the 650 Level in the third quarter of 2013. The ore/wastes passes and the ventilation raises
necessary to support production are planned to be completed by the second quarter of 2014 to support a planned production start-up date in late 2014.



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MEXICO

The Corporations properties in Mexico include the Peñasquito Mine, the Los Filos Mine, the El Sauzal Mine, the Noche Buena Project and the Camino Rojo Project. The Peñasquito Mine,
described below, is considered to be a material mineral property to Goldcorp.

PEÑASQUITO MINE, MEXICO

The Peñasquito Mine is indirectly wholly-owned by Goldcorp. The Peñasquito Mine is an open pit mining operation located in
north-central Mexico with two separate process facilities, an oxide ore facility and a plant to process sulfide ore. The oxide ore is processed through a heap leach/Merrill-Crowe facility that went into production in February 2008. The first gold
pour for the oxide circuit was on May 10, 2008. Line 1 of the sulfide plant started operating in September 2009 and first concentrate was shipped November 2009. The Peñasquito Mine achieved commercial production in September 2010.

Guillermo Pareja, P.Geo., Manager Resource Evaluation, Goldcorp, Peter Nahan, AusIMM., Senior Evaluation Engineer, Goldcorp,
and Maryse Belanger, P.Geo., Vice President, Technical Services, Goldcorp, prepared a technical report in accordance with NI 43-101 entitled Goldcorp Inc., Peñasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101 Technical
Report dated March 21, 2011 (the Peñasquito Report). Guillermo Pareja, Maryse Belanger and Peter Nahan are qualified persons under NI 43-101. The following description of the Peñasquito Mine has been summarized,
in part, from the Peñasquito Report and readers should consult the Peñasquito Report to obtain further particulars regarding the Peñasquito Mine. The Peñasquito Report is available for review on the SEDAR website located
at www.sedar.com under the Corporations profile.

All scientific and technical information in this summary
relating to any updates to the Peñasquito Mine since the date of the Peñasquito Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the Peñasquito Report.

Property Description and Location

Goldcorp owns through its indirectly wholly-owned subsidiaries, 100% of the Peñasquito Mine. The operating entity for the Peñasquito Mine is a Goldcorp subsidiary, Minera Peñasquito,
S.A. de C.V. Peñasquito is situated in the western half of the Concepción del Oro district in the northeast corner of Zacatecas State, Mexico, approximately 200 kilometres northeast of the city of Zacatecas.

The Peñasquito Mine is comprised of 130 exploitation concessions covering a total area of approximately 122,534 hectares, which
contains the Peñasco and Brecha Azul (Chile Colorado) deposits. Concessions were granted for durations of 50 years. The Peñasco and Brecha Azul deposits are primarily within the Alfa, Beta, La Peña, Las Peñas and El
Peñasquito concessions. Obligations which arise from the mining concessions include performance of assessment work, payment of mining taxes and compliance with environmental laws. Duty payments for the concessions have been made as required.
Minimum expenditures, pursuant to Mexican regulations, may be substituted for sales of minerals from the mine for an equivalent amount.

Goldcorp holds additional tenure in the greater Peñasquito Mine area (within about 200 to 300 kilometres of the Peñasquito Mine infrastructure), which is under application, is granted, or is
part of joint ventures with third parties. Two of these wholly-owned deposits, Camino Rojo and Nocha Buena, are under conceptual evaluation as potential stand-alone heap leach operations due to the low precious metal grades of these deposits and may
benefit from potential administrative synergies with the Peñasquito Mine mining operation. However, the deposits will not be developed as satellite operations for the Peñasquito Mine, and are not considered to be part of the
Peñasquito Mine.

A two percent net smelter return royalty is payable to Royal Gold on production from both the Chile
Colorado and Peñasco locations. In 2007, Silver Wheaton Corp. (Silver Wheaton) acquired 25% of the silver produced over the life-of mine for an upfront cash payment of $485 million and a per ounce cash payment of the lesser of
$3.90 and the prevailing market price (an inflationary adjustment to the contract price commenced in 2011



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and resulted in a price of $3.93 per ounce versus the original agreement of $3.90 per ounce), for silver delivered under the contract.

Environmental liabilities were limited to those that would be expected to be associated with an open pit mine that is in the early
production phases, and includes the open pit, roads and site infrastructure, and waste and tailings disposal facilities. A closure and reclamation plan has been prepared.

Goldcorp holds the appropriate permits under local, state and federal laws to allow for mining operations.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The site is accessed via a turnoff from Highway 54 approximately 25 kilometres south of Concepción Del Oro. Within the Peñasquito Mine, access is by foot trails and tracks. The closest rail
link is 100 kilometres to the west. There is an airport on site and airports in the cities of Zacatecas and Monterrey.

Power
is currently supplied through the Mexican central grid from the Mexican Federal Electricity Commission. On January 25, 2011, Minera Peñasquito, S.A. de C.V. signed a power delivery agreement (the Power Agreement) with a
subsidiary of InterGen, pursuant to which InterGen will construct and operate a 200 to 250 megawatt gas-fired combined cycle power plant near San Luis de la Paz, Guanajuato, Mexico, to deliver electricity to the Peñasquito Mine for a minimum
term of 20 years, subject to regulatory and environment approvals. The construction of the power plant is expected to be completed in 2014 and the Peñasquito Mine has been sourcing power from another InterGen source in the interim. Process
and potable water for the Peñasquito Mine is sourced from a water field located six kilometres west of the Peñasquito Mine. Permits to pump up to 35 million cubic metres of this water per year have been received. The
Peñasquito Mine recycles approximately 80% of the water it uses in the mining process.

There is sufficient suitable
land available within the Peñasquito Mine for tailings disposal, mine waste disposal, and mining-related infrastructure such as the open pit, process plant, workshops and offices. A skilled labour force is available in the region where the
Peñasquito Mine is located and in the surrounding mining areas of Mexico. Accommodation comprises a 2,000-bed camp with full dining, laundry and recreational facilities.

Mining concessions give the holder the right to mine within the concession boundary, sell the mining product, dispose of waste material
generated by mining activities within the lease boundary, and have access easements. Surface rights in the vicinity of the Chile Colorado and Peñasco Azul open pits are held by private individuals and three ejidos. Signatures indicating
agreement have been obtained for all three of the ejidos and nearly all the private owners. Goldcorp currently is in negotiations to finalize surface rights to minor land positions still held by some private owners. Relations with the ejidos through
the process have been positive. Goldcorp holds sufficient surface rights in the Peñasquito Mine area to support the mining operations, including provisions for access and power lines.

The climate is generally dry with precipitation being limited for the most part to a rainy season in the months of June and July. Annual
precipitation for the area is approximately 700 millimetres, most of which falls in the rainy season. Temperatures range between 20 degrees Celsius and 30 degrees Celsius in the summer and zero degrees Celsius to 15 degrees Celsius in the winter.
Mining operations can be conducted year-round. The Peñasquito Mine area can be affected by tropical storms and hurricanes which can result in short-term high precipitation events.

The Peñasquito Mine is situated in a wide valley bounded to the north by the Sierra El Mascaron and the south by the Sierra Las
Bocas. Except for one small outcrop, the area is covered by up to 30 metres of alluvium. The terrain is generally flat, rolling hills; vegetation is mostly scrub, with cactus and coarse grasses. The prevailing elevation of the property is
approximately 1,900 metres above sea level.



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History

The earliest recorded work in the Peñasquito Mine consists of excavation of a shallow shaft and completion of two drill holes in the 1950s.

Kennecott Canada Explorations Inc. through its Mexican subsidiary, Minera Kennecott S.A. de C.V. (Kennecott) acquired initial
title to the Peñasquito Mine and commenced exploration in 1994. Regional geochemical and geophysical surveys were undertaken in the period 1994 to 1997. This work led to the early discovery of two large mineralized diatreme breccia bodies,
the Outcrop and Azul Breccias. Kennecott completed 250 rotary air blast (RAB) drill holes (9,314 metres) to systemically sample bedrock across the entire Peñasquito Mine area which resulted in the discovery of the Chile Colorado
silver-lead-zinc-gold zone. A total of 72 reverse circulation and core drill holes (24,209 metres) were sited to test mineralization at the Outcrop Breccia, Azul Breccia, and Chile Colorado zones.

In 1998, Western Copper Holdings Ltd. (Western Copper) acquired a 100% interest in the Peñasquito Mine from Kennecott.
Western Copper completed a nine hole (3,185 metres) core drilling program and 13.4 line kilometres of tensor controlled source audio frequency magnetollurics geophysical survey work the same year. Exploration efforts were focused on the Chile
Colorado zone and the Azul Breccia pipe targets.

Western Copper optioned the property to Minera Hochschild S.A.
(Hochschild) in 2000. Hochschild completed 14 core holes (4,601 metres), eleven of which were sited into the Chile Colorado anomaly, but subsequently returned the property to Western Copper.

From 2002 to 2009, Western Copper completed an additional 874 core and reverse circulation drill holes (496,752 metres) and undertook a
scoping-level study, a pre-feasibility study, and a feasibility study in 2003, 2004, and 2005 respectively. The feasibility study was updated in 2006. Under the assumptions in the studies, the Peñasquito Mine returned positive economics. In
2003, Western Copper underwent a name change to Western Silver Corporation (Western Silver). Glamis acquired Western Silver in May 2006, and the combined company was subsequently acquired by Goldcorp in November 2006.

During 2005, a drill rig was used to perform geotechnical field investigations to support the design of the heap leach facility, waste
rock piles, tailings impoundment and process plant. Standard penetration tests were performed.

Construction in the
Peñasquito Mine commenced in 2007. In October 2009, the first lead and zinc concentrates were produced and concentrate shipment to smelters commenced with first sales recorded in November 2009. Commercial production was achieved in September
2010.

Geological Setting

Regional Geology

The regional geology is dominated by Mesozoic
sedimentary rocks intruded by Tertiary stocks of intermediate composition (granodiorite and quartz monzonite). The sedimentary rocks formed in the Mexico Geosyncline, a 2.5-kilometre thick series of marine sediments deposited during the Jurassic and
Cretaceous Periods consisting of a 2,000-metre thick sequence of carbonaceous and calcareous turbidic siltstones and interbedded sandstones underlain by a 1,500 to 2,000-metre thick limestone sequence.

Large granodiorite stocks are interpreted to underlie large portions of the mineralized areas within the Concepción Del Oro
District, including Peñasquito. Slightly younger quartzfeldspar porphyries, quartz monzonite porphyries, and other feldspar-phyric intrusions occurring as dikes, sills, and stocks cut the sedimentary units. The intrusions are
interpreted to have been emplaced from the late Eocene to mid-Oligocene.



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Local Geology

The Mesozoic sedimentary units of the Mazapil area were folded into east-west arcuate folds, cut by northeast- and north-striking faults, and intruded by Tertiary granodiorite, quartz monzonite, and
quartzfeldspar porphyry. Tertiary stocks and batholiths are exposed in the ranges, while the valleys are filled with alluvium, generally a few tens of metres thick. Two diatreme breccia pipes, believed to be related to quartzfeldspar
porphyry stocks beneath the Peñasquito Mine, explosively penetrated the Mesozoic sedimentary units, and probably breached the surface. Eruption craters and ejecta aprons have since been eroded away. The current bedrock surface at the
Peñasquito Mine is estimated to be a minimum of 50 metres below the original paleo surface when the diatremes were formed. There may have been up to several hundred metres of erosion since the time of mineralization. Alluvium thickness now
averages 30 to 50 metres at the Peñasquito Mine. There was one small outcrop exposure at the Peñasquito Mine, of breccias near the center of the Peñasco diatreme, rising about 5 metres above the valley surface. The two diatreme
pipes, Peñasco and Brecha Azul, are the principal hosts for goldsilverzinclead mineralization at the Peñasquito Mine. The single outcrop near the center of the Peñasco pipe contained weak sulphide
mineralization along the south and west side of the outcrop, representing the uppermost expression of much larger mineralized zones below.

Property Geology

Peñasco and Brecha Azul are funnel-shaped breccia pipes, which flare upward, and are filled with breccia clasts in a milled matrix
of similar lithological composition. The larger diatreme, Peñasco, has a diameter of 1,000 metres by 850 metres immediately beneath surface alluvial cover. The second, and smaller, diatreme, Brecha Azul, is about 600 metres in diameter
immediately below alluvium. Polymetallic mineralization is hosted by the diatreme breccias column and surrounding sandstone and siltstone units of the Caracol Formation. The diatreme breccias are broadly classified into three units, determined by
igneous matrix and clast composition: sediment-clast breccia, milled mixed sedimentary-intrusive matrix, and intrusive matrix breccias, from top to bottom within the breccia column. Sedimentary rock clasts consist of Caracol siltstone and sandstone;
intrusion clasts are dominated by quartz-feldspar porphyry. A variety of dikes cut the breccia column and immediately adjacent clastic wall rocks. These dikes exhibit a range of textures from porphyry breccia, to quartzfeldspar and quartz-eye
porphyries, to porphyritic, to aphanitic micro breccias.

Both of the breccia pipes lie within a hydrothermal alteration shell
consisting of a central sericitepyritequartz (phyllic) alteration assemblage, surrounding sericitepyritequartzcalcite assemblage, and peripheral chloriteepidotepyrite (propylitic) alteration halo. A halo of
generally lower grade disseminated zincleadgoldsilver mineralization lies within the sericitepyritequartzcalcite assemblage surrounding the two breccias. Disseminated and lesser fracture-controlled electrum,
sphalerite, galena, and various silver sulphosalts are hosted by milled breccias within the diatremes and by Cretaceous clastic units in the surrounding mineralized halo. Alteration, mineral zoning, porphyry intrusion breccia, and dykes all suggest
the deposits represent distal mineralization some distance above an underlying quartzfeldspar porphyry system. The Peñasco and Brecha Azul diatremes lie along a northwest-trending system of fractures within the central axis of the broad
northwest oval of sericitepyritequartzcalcite alteration. The dominant foliation direction observed in the outcrop of breccia at Peñasco is also northwest-trending. Both are thought to reflect the orientation of the porphyry
intrusion underlying the known mineralization.

Mantos-style sulphide replacements of carbonate strata have been discovered
beneath the clastic-hosted disseminated sulphide zones adjacent and around the diatreme pipes. They consist of semi-massive to massive sulphide replacements of sub-horizontal limestone beds, as well as cross-cutting chimney-style, steeply dipping,
fracture and breccias zones filled with high concentrations of sulphides. The sulphides are generally dominated by sphalerite and galena, with variable concentrations, but also contain significant pyrite. Gangue minerals are subordinate in these
strata-replacement mantos and cross-cutting chimneys, although calcite is usually present. Stratiform and chimney mantos are characterized by their very high zinc, lead, and silver contents, with variable copper and gold contributions. Mantos and
skarn mineralization have also been discovered lying beneath the planned open pits in limestone units adjacent and around the diatremes and above the source of cross-cutting quartzfeldspar porphyry dykes.



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Exploration

Exploration activities on the Peñasquito Mine have included geological mapping, reverse circulation and core drilling, ground geophysical surveys, mineralization characterization studies and
metallurgical testing of samples. Petrographic studies and density measurements on the different lithologies have also been carried out.

From 2006 to 2010, Goldcorp completed 42 core and reverse circulation drill holes, including metallurgical, geotechnical and condemnation drilling. An updated feasibility study was completed and mine
construction was commenced during this period.

During 2010, an exploration drilling program was completed to test whether
there was sufficient mantos-hosted mineralization at depth adjacent to the Peñasquito diatreme to support potential underground development. A total of 7,317 metres was drilled in six mantos test holes. Mantos were detected at 900 metres
below surface and the exploration potential remains both at depth and laterally. Within the greater Peñasquito Mine area, there is also potential for additional deposit styles, including base metal skarns and porphyry-related disseminated
deposits. Exploration for these deposit styles is at a conceptual/early exploration stage.

Exploration at Peñasquito
during 2011 was focused on geological mapping, diamond drilling, and a reverse circulation and condemnation program totaling 80 drill holes. The exploration program for the Mantos is in progress and the plan is to better understand the extent and
continuity of the Mantos and at-depth Skarn deposits. A program of 8 drill holes has been developed with two in progress (GP-613-11 and GP-614-11) with a planned total of 8,680 metres. The new information indicates that this area is at similar depth
to the adjacent Mantos within the Peñasco diatreme and the concept is to prove connection between these two areas.

In
the RAB exploration area, expansion of the Peñasco diatreme is being tested with completion of 59 drill holes for a total of 2,496 metres in 2011. Objectives of the program were to identify, with shallower drilling, new anomalies in the
bedrock. Three different anomalies were identified with the 2011 program. The condemnation drilling program was initiated in late 2011 and is still currently underway. The program is designed to provide condemnation in the area of the IPCC (as
defined below) waste dump to the north and west of the existing tailings storage facility. A total of 13 drill holes were completed in 2011 for 5,226 metres (an average depth of 400 metres was planned) and this program will continue into early 2012.

The aeromagnetic survey defined an eight kilometres by four kilometres, north to south-trending magnetic high centered
approximately on the Outcrop (Peñasco) Breccia. Magnetometer surveys suggested the presence of deep-seated granodiorites, and indicated a relationship between mineralization and the underlying intrusions. IP surveys were instrumental in
locating sulphide stockworks at the Chile Colorado zone, and the gravity survey helped identify the Brecha Azul diatreme. In almost all instances, the geophysical surveys indicated the presence of numerous anomalies scattered across the
Peñasquito Mine.

In the opinion of the authors of the Peñasquito Report, the exploration programs completed to
date are appropriate to the style of the deposits and prospects within the Peñasquito Mine and support the genetic and affinity interpretations.

Mineralization

Sulphide mineralization occurs in the Peñasco
deposit, beneath and adjacent to the outcrop breccia, and in the Chile Colorado deposit, located about 1.5 kilometres southeast of Peñasco. Both deposits are centered on diatreme breccias pipes, the Peñasco diatreme at Peñasco,
and the Brecha Azul diatreme at Chile Colorado. The diatremes are surrounded by coalesced halos of lower grade, disseminated sphalerite, galena, and sulphosalts containing silver and gold.

Mineralization consists of disseminations and veinlets of medium to coarse-grained sphalerite, galena, argentite, a variety of other
antimony-dominated sulphosalts, including bournonite, jamesonite, tetrahedrite, polybasite, pyrargyrite, stibnite rare hessite and a common gangue of sericite and calcite, with minor quartz, rhodochrosite, and fluorite. In the opinion of the authors
of the Peñasquito Report, the mineralization style and settling of the deposit is sufficiently well understood to support Mineral Resource and Mineral Reserve estimation.



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Drilling

Drilling completed on the Peñasquito Mine for the period 1994 to 2011 is comprised of 1,038 drill holes totaling 540,877 metres. Drilling has focused on six principal areas: the original Chile
Colorado Zone, the Brecha Azul Zone (Azul Breccia, Northeast Azul, and Luna Azul), the Peñasco Zone (including El Sotol), Mantos East Zone, North RAB Zone, and west Condemnation Dam Zone .

Reverse circulation drilling was conducted using down-hole hammers and tricone bits, both dry and with water injection. Some reverse
circulation drilling was performed as pre-collars for core drill holes Sample recoveries were not routinely recorded for reverse circulation holes. Core drilling typically recovered HQ size core (63.5 millimetres diameter) from surface, then was
reduced to NQ size core (47.6 millimetres) where ground conditions warranted. Metallurgical holes were typically drilled using PQ size core (85 millimetres).

Any break in the core made during removal from the barrel was marked with a colour line. When breakage of the core was required to fill the box, edged tools and accurate measure of pieces to
complete the channels was the common practice to minimize core destruction. The end of every run was marked with a wooden tick and the final depth of the run. Core was transferred to wooden core boxes, marked with up and down
signs on the edges of the boxes using indelible pen. The drill hole number, box number and starting depth for the box was written before its use, whilst end depth were recorded upon completion. All information was marked with indelible pen on the
front side of the box and also on the cover.

All core from the Goldcorp drill programs has been processed on site. Core boxes
were transported to the core shed by personnel from the company that was managing the drill program, or the drilling supervisor.

Geotechnical Drilling

Core holes were oriented at an angle of 60 degrees to the horizontal and were sited to intersect the November 2005 design basis pit wall
one-third of the ultimate wall height above the base of the final pit level. Core hole diameters were typically HQ3 (61 millimetres diameter) but were telescoped down to NQ3 (45 millimetres) if difficult drilling conditions were encountered. Core
was recovered in a triple tube core barrel assembly.

Core orientation was accomplished using two independent methods: clay
impression and a mechanical down-hole system referred to as Corientor. Field point load tests were completed for each core run to estimate the unconfined compressive strength of the intact rock. Drill holes to WC-250 were also geotechnically
logged.

Core recovery for the Peñasquito Mine drilling averages 96.9%.

Geological Logging

Logging of reverse circulation drill cuttings and core utilized standard logging procedures. Logs recorded lithologies, breccia type,
fracture frequency and orientation, oxidation, sulphide mineralization type and intensity, and alteration type and intensity. Core was photographed and video recorded from collar to toe, these digital files are stored on hard disc. Geotechnical
logging for pit design purposes was typically completed at three metre intervals, and recorded on compact discs. For site location purposes, geotechnical logging included sample descriptions, SPT blow counts, sample numbers and visual
classifications based on the united soil classification system.

Collar Surveys

Collar surveys have been performed by a qualified surveyor since 2002. All drill hole collars are identified with a concrete monument,
allowing all drill holes to be identified at a later date. The monument is placed directly over the hole collar on completion of each drill hole.



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Down-hole Surveys

Down-hole surveys are completed by the drilling contractor using a single shot, through the bit, survey instrument. Drill holes are surveyed on completion of each hole as the drill rods are being pulled
from the hole.

Deposit Drilling

Drill hole spacing is generally on 50 metre sections in the main deposits spreading out to 400 metres spaced sections in the condemnation zones. Drill spacing is wider again in the areas outside the
conceptual pit outlines used to constrain Mineral Resources. Drilling covers an area of approximately eight kilometres east to west by 4,500 metres north to south with the majority of drill holes concentrated in an area 2.1 kilometres east to west
by 2.8 kilometres north to south.

Blasthole Drilling

Drilling for all materials is on 15 metre benches drilled with 1.5 metres of sub-grade, using seven blast hole drill rigs. The drill sections display typical drill hole orientations for the deposits, show
summary assay values using colour ranges for assay intervals that include areas of non-mineralized and very low grade mineralization, and outline areas where higher-grade intercepts can be identified within lower-grade sections. The sections confirm
that sampling is representative of the gold, silver, and base metals grades in the deposits, reflecting areas of higher and lower grades.

Sampling and Analysis

Peñasquito Mine project staff has been responsible for sample collection, core splitting, run of mine assaying, preparation of samples, storage and security from inception to date.

Reverse circulation drill cuttings were sampled at intervals of two metres. The material was split at the drill into several portions of
12 kilograms or less. A handful of rock chips from each sample interval was collected and logged by experienced onsite geologists. Data from the drill logs were entered digitally into files for computer processing.

The standard sample interval is two metres. Some samples are limited to geological boundaries and are less than two metres in length.
Logging was completed at the drill site prior to splitting. Splitting of the core was supervised by the geologist who logged the core in order to ensure sampling integrity. For condemnation drill holes, core was assayed every two metres out of 20
unless geologic inspection dictated otherwise.

A senior Goldcorp geologist examined the core, defined the primary sample
contacts, and designated the axis along which to cut the core. Special attention is taken in veined areas to ensure representative splits are made perpendicular to, and not parallel to, veins.

Standard reference material samples and blanks were inserted into the sample stream going to the assay laboratory in a documented
sequence. Cut samples were bagged and numbered in polyethylene bags. Groups of 20 sample bags were placed in larger bags and labelled with the name and address of the laboratory, and the number and series of samples that were contained within the
bag. A Peñasquito Mine truck transports the sacks to the ALS Chemex laboratories in Guadalajara, Mexico, approximately once per week. ALS Chemex was responsible for sample preparation throughout exploration and infill drilling phases through
its non-accredited sample preparation facilities in Guadalajara. All samples were dispatched to the Vancouver, Canada laboratory facility for analysis, which, at the time the early work was performed, was ISO-9000 accredited for analysis; the
laboratory is currently ISO-17025 certified and is independent of Goldcorp. The umpire (check) laboratory is Acme Laboratories in Vancouver, which holds ISO-9000 accreditations for analysis. The run-of-mine laboratory is not certified.

Blast holes are sampled as whole-hole samples by an experienced sampler. During 2008, Goldcorp staff completed a total of 1,229 specific
gravity measurements on drill core. An additional 127 bulk density



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measurements were also available from Dawson Metallurgical Laboratories Inc. Utah. Specific gravity data were used to assign average bulk specific gravity values by lithology.

In the opinion of the authors of the Peñasquito Report, the sampling methods are acceptable, meet industry-standard practice, and
are adequate for Mineral Resource and Mineral Reserve estimation and mine planning purposes. Sizes of the sampled areas are representative of the distribution and orientation of the mineralization and sampling is representative of the
gold, silver, and base metal grades in the deposits, representing areas of higher and lower grades.

A number of independent
data checks have been performed, in support of feasibility-level studies, and in support of technical reports, producing independent assessments of the database quality on the Peñasquito Mine. No significant problems with the database,
sampling protocols, flowsheets, check analysis program, or data storage were noted. Goldcorp performed sufficient verification of the data and database to support Mineral Resources and Mineral Reserves being estimated.

Security of Samples

Blanks and standard reference materials have been used in sampling programs by Goldcorp. The seven SRMs were prepared by Metcon Research, Tucson, AZ from Peñasquito Mine mineralization. Blank
samples comprise non-mineralized limestones from the general Peñasquito Mine area.

Entry of information into databases
utilized a variety of techniques and procedures to check the integrity of the data entered. The system with data electronically entered (without a paper log step) is still being implemented. Assays were received electronically from the laboratories
and imported directly into the database. Drill hole collar and down hole survey data were manually entered into the database. Data are verified on entry to the database by means of in-built program triggers within the mining software. Checks are
performed on surveys, collar co-ordinates, lithology data, and assay data.

Paper records were kept for all assay and QA/QC
data, geological logging and bulk density information, down-hole and collar coordinate surveys. All paper records were filed by drill hole for quick location and retrieval of any information desired. Assays, down-hole surveys, and collar surveys
were stored in the same file as the geological logging information. In addition, sample preparation and laboratory assay protocols from the laboratories were monitored and kept on file.

Sample security was not generally practiced at the Peñasquito Mine during the drilling programs, due to the remote nature of the
site. Sample security relied upon the fact that the samples were always attended or locked at the sample dispatch facility. Sample collection and transportation have always been undertaken by Goldcorp or laboratory personnel using company vehicles.
Drill samples were picked up at site by ALS Chemex, prepared to a pulp in Guadalajara, Mexico, and sent by ALS Chemex via air to the ALS Chemex analytical laboratory in Vancouver, Canada. Chain of custody procedures consisted of filling out sample
submittal forms that were sent to the laboratory with sample shipments to make certain that all samples were received by the laboratory. Assay pulps and crushed reject material are returned by ALS Chemex to Goldcorps core shack in Mazapil for
storage. Drill core is stored in wooden core boxes on steel racks in the buildings adjacent to the core logging and cutting facilities. The core boxes are racked in numerical sequence by drill hole number and depth oarse rejects in plastic bags are
stored in cardboard boxes on steel racks in a separate locked building. The coarse reject boxes are labelled and stored by sample number.

Typically, drill programs included insertion of blank, duplicate and CRM samples. The QA/QC program results do not indicate any problems with the analytical programs; therefore the gold, silver, and base
metal analyses from the core drilling are suitable for inclusion in Mineral Resource and Mineral Reserve estimation.

The
authors of the Peñasquito Report are of the opinion that quality of the gold, silver and base metal analytical data are sufficiently reliable to support Mineral Resource and Mineral Reserve estimation and that sample preparation, analyses and
security are generally performed in accordance with exploration best practices and industry standards.



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Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for the Peñasquito Mine as of December 31, 2011:

Proven and Probable Mineral Reserves (1)(2)(5)(6)



|                |  |                   |  |            |          |  |                  |  |      |                  |  |  |       |  |  |      |      |  |                     |  |      |                     |  |  |                     |  |  |                     |        |  |  |  |       |  |  |  |        | 
|--------------- |  | ----------------- |  | ---------- | -------- |  | ---------------- |  | ---- | ---------------- |  |  | ----- |  |  | ---- | ---- |  | ------------------- |  | ---- | ------------------- |  |  | ------------------- |  |  | ------------------- | ------ |  |  |  | ----- |  |  |  | ------ | 
|                |  |                   |  |            |          |  | Grade            |  |      | Contained Metal  | 
|Deposit         |  | Category          |  | Tonnes     |          |  | Gold             |  |      | Silver           |  |  | Lead  |  |  | Zinc |      |  | Gold                |  |      | Silver              |  |  | Lead                |  |  | Zinc                |       
|                |  |                   |  | (millions) |          |  | (gramsper tonne) |  |      | (gramsper tonne) |  |  | (%)   |  |  | (%)  |      |  | (millionsof ounces) |  |      | (millionsof ounces) |  |  | (millionsof pounds) |  |  | (millionsof pounds) |       
|Peñasquito Mine |  | Proven            |  |            | 626.47   |  |                  |  | 0.54 |                  |  |  | 28.89 |  |  |      | 0.29 |  |                     |  | 0.69 |                     |  |  | 10.93               |  |  |                     | 581.92 |  |  |  | 3,955 |  |  |  | 9,526  | 
|Mill(3)         |  | Probable          |  |            | 517.19   |  |                  |  | 0.31 |                  |  |  | 20.16 |  |  |      | 0.19 |  |                     |  | 0.46 |                     |  |  | 5.08                |  |  |                     | 335.18 |  |  |  | 2,211 |  |  |  | 5,241  | 
|                |  | Proven + Probable |  |            | 1,143.65 |  |                  |  | 0.44 |                  |  |  | 24.94 |  |  |      | 0.24 |  |                     |  | 0.59 |                     |  |  | 16.01               |  |  |                     | 917.10 |  |  |  | 6,165 |  |  |  | 14,767 | 
|                |  |                   |  |            |          |  |                  |  |      |                 
|Peñasquito Mine |  | Proven            |  |            | 33.32    |  |                  |  | 0.15 |                  |  |  | 14.39 |  |  |      |     |  |                     |  |     |                     |  |  | 0.16                |  |  |                     | 15.41  |  |  |  |      |  |  |  |       | 
|Heap Leach(4)   |  | Probable          |  |            | 92.10    |  |                  |  | 0.13 |                  |  |  | 9.36  |  |  |      |     |  |                     |  |     |                     |  |  | 0.37                |  |  |                     | 27.71  |  |  |  |      |  |  |  |       | 
|                |  | Proven + Probable |  |            | 125.42   |  |                  |  | 0.13 |                  |  |  | 10.69 |  |  |      |     |  |                     |  |     |                     |  |  | 0.53                |  |  |                     | 43.12  |  |  |  |      |  |  |  |       | 





|(1) | The Mineral Reserve estimates for the Peñasquito Mine set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President,
Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on a gold price of $1,200 per ounce, a silver price of $20 per ounce, a lead price of $0.80 per pound and a zinc price of $0.85 per pound.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The estimated metallurgical recovery rate for the Peñasquito Mine (Mill) is 20% to 60% for gold, 53% to 65% for silver, 63% to 72% for lead and 60% to 75% for
zinc.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The estimated metallurgical recovery rate for the Peñasquito Mine (Heap Leach) is 60% for gold and 24% for silver.
|--- | ------------------------------------------------------------------------------------------------------------------

|(5) | Gold and silver cut-off grades above are estimated assuming no contribution from the other metal, whereas the actual cut-off is based on zero net smelter return
estimations on a block-by-block basis applying all revenue and associated costs.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Numbers may not add up due to rounding.
|--- | ---------------------------------------

The following table sets forth the estimated Mineral Resources for the Peñasquito Mine as of December 31, 2011:

Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)(7)

(excluding Proven and Probable Mineral Reserves)



|                |  |                      |  |            |        |  |                  |  |      |                  |  |  |       |  |  |      |      |  |                     |  |      |                     |  |  |                     |  |  |                     |        |  |  |  |       |  |  |  |       | 
|--------------- |  | -------------------- |  | ---------- | ------ |  | ---------------- |  | ---- | ---------------- |  |  | ----- |  |  | ---- | ---- |  | ------------------- |  | ---- | ------------------- |  |  | ------------------- |  |  | ------------------- | ------ |  |  |  | ----- |  |  |  | ----- | 
|                |  |                      |  |            |        |  | Grade            |  |      | Contained Metal  | 
|                |  | Category             |  | Tonnes     |        |  | Gold             |  |      | Silver           |  |  | Lead  |  |  | Zinc |      |  | Gold                |  |      | Silver              |  |  | Lead                |  |  | Zinc                |       
|                |  |                      |  | (millions) |        |  | (gramsper tonne) |  |      | (gramsper tonne) |  |  | (%)   |  |  | (%)  |      |  | (millionsof ounces) |  |      | (millionsof ounces) |  |  | (millionsof pounds) |  |  | (millionsof pounds) |       
|Peñasquito Mine |  | Measured             |  |            | 136.24 |  |                  |  | 0.16 |                  |  |  | 13.11 |  |  |      | 0.14 |  |                     |  | 0.37 |                     |  |  | 0.68                |  |  |                     | 57.43  |  |  |  | 411   |  |  |  | 1,100 | 
|Mill            |  | Indicated            |  |            | 512.93 |  |                  |  | 0.18 |                  |  |  | 12.40 |  |  |      | 0.12 |  |                     |  | 0.32 |                     |  |  | 2.95                |  |  |                     | 204.54 |  |  |  | 1,367 |  |  |  | 3,670 | 
|                |  | Measured + Indicated |  |            | 649.17 |  |                  |  | 0.17 |                  |  |  | 12.55 |  |  |      | 0.12 |  |                     |  | 0.33 |                     |  |  | 3.63                |  |  |                     | 261.97 |  |  |  | 1,778 |  |  |  | 4,770 | 
|                |  | Inferred             |  |            | 146.70 |  |                  |  | 0.19 |                  |  |  | 8.81  |  |  |      | 0.13 |  |                     |  | 0.26 |                     |  |  | 0.90                |  |  |                     | 41.54  |  |  |  | 436   |  |  |  | 828   | 
|                |  |                      |  |            |        |  |                  |  |      |                 
|Peñasquito Mine |  | Measured             |  |            | 4.07   |  |                  |  | 0.05 |                  |  |  | 4.61  |  |  |      |     |  |                     |  |     |                     |  |  | 0.01                |  |  |                     | 0.60   |  |  |  |      |  |  |  |      | 
|Heap Leach      |  | Indicated            |  |            | 24.81  |  |                  |  | 0.07 |                  |  |  | 3.85  |  |  |      |     |  |                     |  |     |                     |  |  | 0.05                |  |  |                     | 3.07   |  |  |  |      |  |  |  |      | 
|                |  | Measured + Indicated |  |            | 28.88  |  |                  |  | 0.07 |                  |  |  | 3.95  |  |  |      |     |  |                     |  |     |                     |  |  | 0.06                |  |  |                     | 3.67   |  |  |  |      |  |  |  |      | 
|                |  | Inferred             |  |            | 56.21  |  |                  |  | 0.16 |                  |  |  | 1.67  |  |  |      |     |  |                     |  |     |                     |  |  | 0.29                |  |  |                     | 3.01   |  |  |  |      |  |  |  |      | 





|(1) | The Mineral Resource estimates for the Peñasquito Mine set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President,
Technical Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mineral Resources are exclusive of Mineral Reserves and include dilution.
|--- | -------------------------------------------------------------------------

|(3) | Mineral Resources are based on a gold price of $1,350 per ounce, a silver price of $24 per ounce, a lead price of $0.95 per pound and a zinc price of $0.95 per pound.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated economic viability.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|(5) | Numbers may not add up due to rounding.
|--- | ---------------------------------------

|(6) | Mineral Resources are reported to a net smelter return cut-off grade of $0.05 per tonne for open pit Mineral Resources.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(7) | Mineral Resources are defined with Lerchs-Grossmann pit shells.
|--- | ---------------------------------------------------------------



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Mining Operations

Mining Method and Metallurgical Process

The Peñasquito Mine
consists of a leach facility that processes a nominal 25,000 tonnes per day of oxide ore and a sulphide plant that will process a nominal 130,000 tonnes per day of sulphide ore. Mine construction commenced in 2007. By year-end 2011, mine production
was at full capacity; however the plant was still ramping up and lacking only sufficient pebble feed to the High Pressure Grinding (HPGR) circuit, limiting throughput in the HPGR circuit. A project to provide supplemental ore feed
directly to the HPGR circuit was initiated in late 2011 and was successfully commissioned at the end of the first quarter of 2012. In October 2009, the first lead and zinc concentrates were produced and concentrate shipment to smelters commenced
with first sales recorded in November 2009.

Ore placement on the heap leach pad began in February 2008. On April 8,
2008, ore leaching was initiated and the first gold pour occurred on May 10, 2008. As of December 31, 2011, a total of 50,601,060 dry metric tonnes of ore with an average grade of 0.27 grams per tonne of gold and 24.2 grams per tonne of
silver were placed on the leach pad. A total of 55,826 ounces of gold and 1,891,027 ounces of silver were produced from the oxide facility in 2011. Recoveries averaged 57.4% for gold and 22.8% for silver. The final pit will have one contiguous
outline at surface but will consist of two distinct pit bottoms, one on the Peñasco zone and one on the Azul/Chile Colorado zone. Currently only the Peñasco portion of the pit is in operation, using a conventional truck-and-shovel
fleet. Drill patterns range from nine metres by nine metres in overburden to six metres by six metres in sulphide ore. The heap leach ore drill pattern is being adjusted as needed to assure rock fragmentation of about 127 to 152 millimetres for
leaching.

Oxide Ore

Run-of-mine oxide ore will be delivered to the heap leach pile from the mine by haul trucks. Lime will be added to the oxide ore, prior to addition of the oxide ore to the pad. Ore is placed in ten metre
lifts, and leached with cyanide solution. Pregnant leach solution is clarified, filtered, and de-aerated, then treated with zinc dust to precipitate the precious metals. The precipitated metals are subsequently pressure filtered, and the filter cake
smelted to produce doré.

Sulphide Ore

Run-of-mine sulphide ore is delivered to the crusher dump pocket from the mine by 290 tonne rear-dumphaul trucks. The crushing circuit is designed to process as much as 148,000 tonnes per day of
run-of-mine sulphide ore to 80% passing 159 millimetres. The crushing facility consists of a gyratory crusher capable of operating at 92% utilization on a 24-hour-per-day, 365-days-per-year basis.

Construction of the Waste Rock Overland Conveyor system, previously referred to as the In-Pit Crushing and Conveyor (IPCC)
system, is proceeding according to schedule towards commissioning of the sizer and overland conveyor in the second half of 2012. The waste rock overland conveying system including the waste stacker is expected to achieve full production rates in the
first quarter of 2013.

During 2011, both 50,000 tonne-per-day capacity semi-autogenous grinding (SAG) lines were operational
and the HPGR operation was sporadic due to lack of pebble generation (i.e. consistent feed). Sulphide plant throughput averaged 93,700 tonnes per day in the fourth quarter of 2011 with the month of December averaging 107,000 tonnes per day. A
project to provide for supplemental feed directly to the HPGR was undertaken beginning in August 2011 and was successfully commissioned at the end of the first quarter of 2012. Full production at 130,000 tonnes per day is planned from April 1,
2012 onward.For 2011, a total of 30,999,245 dry metric tonnes of ore with an average grade of 0.37 grams per ton of gold, 26.20 grams per tonne of silver, 0.64% zinc and 0.34% lead was processed through the sulphide plant facility, for a
total of 198,263 ounces of gold, 17,154,467 ounces of silver, 283,644,404 pounds of zinc, and 154,738,945 pounds of lead produced (payable metal). Recoveries averaged 60.5% for gold, 73.7% for silver, 75.9% for zinc, and 70.1% for lead.



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Mine Life and Expected Payback Period

The mine plan and financial analysis are based on a detailed production schedule. The life-of-mine plan update in 2011 was based on $1,200
per ounce of gold and operating parameters derived from the 2011 site budget plan and consisting of production schedules, operating parameters and operating costs. Mine production during 2011 was 155.4 million metric tonnes. The production rate
for the period 2012 to 2017 is projected to average 525,000 tonnes per day. The mine will supply sulphide ore to the plant at a rate of 47.5 million metric tonnes of sulphide ore per year. The total material mined per year will peak at
220.0 million metric tonnes per year (603,000 tonnes per day). The production rate increases will correspond to significant increases in the equipment quantities of the mining fleet.

The Peñasco pit will provide the only sulphide mill feed through 2021 and will continue to provide mill feed into 2033. Waste
stripping will begin in Chile Colorado in 2020 and sulphide ore will be mined during 2021 through 2033. The sulphide mill feed will be from both pits from 2021 to 2032. The payback for the initial capital investment in the Peñasquito Mine was
7.9 years from commencement of the Peñasquito Mine in 2007, which means that under this scenario the Peñasquito Mine will achieve payback by the fourth quarter of 2014. Goldcorp prepared an economic analysis which confirmed that the
economics based on the Mineral Reserves over a 22-year mine life could repay life-of-mine operating and capital costs.

Markets/Contracts

Goldcorp currently has an operative refining agreement with Met Mex Peñoles for refining of doré produced
from the Peñasquito Mine. Goldcorps bullion is sold on the spot market, by marketing experts retained in-house by Goldcorp. The terms contained within the sales contracts are typical and consistent with standard industry practice, and
are similar to contracts for the supply of doré elsewhere in the world. Part of the silver production is sold to Silver Wheaton.

The markets for the lead and zinc concentrates from the Peñasquito Mine are worldwide with smelters located in Mexico, North America, Asia and Europe. Metals prices are quoted for lead and zinc on
the London Metals Exchange and for gold and silver by the London Bullion Market Association. The metal payable terms and smelter treatment and refining charges for both lead and zinc concentrate represent typical terms for the market. In addition to
the forward sales contract for silver production with Silver Wheaton, Goldcorp has entered into sales and collar option agreements for the base metals volumes in relation to Peñasquito Mine concentrate sales.

Taxes

The income tax
rate applicable to corporations in Mexico was increased from 28% to 30% as of January 1, 2010. The rate will be applied only during 2010, 2011 and 2012. In 2013 the rate will be reduced to 29%, and further reduced to 28% in 2014.

Environment

Environmental laws require the filing and approval of an environmental impact statement for all exploitation work, and for exploration
work that does not fall within the threshold of a standard issued by the Federal Government for mining exploration. Reviews of environmental permitting, legal, title, taxation, socio-economic, marketing and political factors and constraints for the
Peñasquito Mine support the declaration of Mineral Reserves.

Exploration and Development

Following a full year of operations and the availability of new cost data, approximately 220 million tonnes of low grade gold
material were moved from Proven and Probable Mineral Reserves into the Measured and Indicated Mineral Resources category, reflecting higher operating cost assumptions than were contemplated in the original 2006 feasibility study.



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Exploration potential remains under the current open pits, and may support underground
mining. Goldcorp is currently investigating an option of mining mineralization outside the area of the current open pit design using bulk mining methods such as block caving. This option is envisaged as a possible source of additional mine life
following the cessation of open pit mining in 2032. Goldcorp is also investigating the potential for underground mining of the mantos mineralization during the open pit mine life. This could utilize selective mining methods such as longhole stoping
or cut-and-fill. These studies are at an early, conceptual stage, and no underground Mineral Resources or Mineral Reserves have been declared.



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CENTRAL AND SOUTH AMERICA

The Corporations properties in the Central and South America region include the Marlin Mine, the Pueblo Viejo
Project (40%), the Cerro Negro Project, the El Morro Project (70%), the Alumbrera Mine (371/2%) and the Cerro Blanco Project. The Marlin Mine, the Pueblo Viejo Project and the Cerro Negro Project, each described below, are considered to be material mineral properties to Goldcorp.

MARLIN MINE, GUATEMALA

The Marlin Mine is indirectly wholly-owned by Goldcorp. In 2010, the Marlin Mine, located in Guatemala, produced its one-millionth ounce of gold and continues to generate significant cash flow. Marlin has
been in production since late 2005, operating as both an open pit and underground mine. Open pit operations will cease in 2012 as the final, higher-grade portion of the open pit is mined, and the mine will become an underground operation only.

Andrew S. Tripp, P.Eng., prepared a technical report in accordance with NI 43-101 entitled Goldcorp Inc., Marlin Gold
Operation, Guatemala, NI 43-101 Technical Report (the Marlin Report) dated March 21, 2011. Andrew S. Tripp is a qualified person under NI 43-101. The following description of the Marlin Mine has been summarized, in part, from
the Marlin Report and readers should consult the Marlin Report to obtain further particulars regarding the Marlin Mine. The Marlin Report is available for review on the SEDAR website located at www.sedar.com under the
Corporations profile.

All scientific and technical information in this summary relating to any updates to the Marlin
Mine since the date of the Marlin Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by Christian Ardiles, Eng., Reserve Engineer, Marlin Mine, who is a qualified person under NI 43-101.

Project Description and Location

The Marlin Mine and associated exploration assets are 100% owned by Montana Exploradora de Guatemala, S.A. de C.V. (Montana), Entre Mares de Guatemala, S.A., and Peridot S.A., all indirectly
wholly-owned subsidiaries of the Corporation. The Marlin Mine is located in the northern section of the province of San Marcos approximately 140 kilometres northwest of the capital, Guatemala City. The Marlin Mine facilities are divided amongst the
municipalities of San Miguel Ixtahuacán and Sipacapa.

The Marlin Mine consists of one 2,000 hectare exploitation
concession (the Marlin Concession) and a claim to about 545.25 kilometres squared of exploration concessions surrounding the Marlin Concession. The concessions were coordinate staked, filed only referenced to Universal
Transverse Mercator coordinates. The Marlin Concession will expire in 2028 and is subject to a yearly fee of approximately $4,000. The annual work requirements are to exploit the mineral deposit, and present an annual report detailing quantities of
minerals extracted and sold, among other technical information. Exploration concessions are granted for durations that range from three years to seven years. A royalty of one percent on gross revenues is payable on the exploitation stage. A 0.1%
voluntary royalty on gross revenue is paid to the municipality of Sipacapa.

The Corporation holds sufficient legal surface
rights to cover all current Marlin Mine activities, though steps are still being taken to have title to surface rights registered in the Corporations name, primarily due to the lack of written title. The Corporation continues to purchase
selected surface rights parcels to expand mine buffer areas, for exploration purposes and to extend Mineral Reserves.

Environmental liabilities are limited to those that would be expected to be associated with an operating gold mine where production
occurs from open pit and underground sources, including roads, site infrastructure, waste dumps and tailings storage facilities. All environmental regulatory permits, licenses and authorizations required to carry out planned operations at the Marlin
Mine have been obtained and are in good standing.



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Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Marlin Mine is located in the municipality of San Miguel Ixtahuacán, a region with approximately 40,000 inhabitants and is
accessible by paved and gravel roads from Huehuetenango 50 kilometres to the northeast, or San Marcos 70 kilometres to the southwest. It is approximately 300 kilometres by paved and gravel roads from Guatemala City. There is an 800 metre all weather
airstrip located within the Marlin Mine perimeter as well as a helicopter pad.

The climate is predominately warm and dry with
well defined wet and dry seasons. The majority of the annual rainfall, 1,008 millimetres, is received during the wet season from May through October. The average yearly temperature in the area is approximately 25 degrees Celsius, but can range from
0 degrees Celsius to as much as 40 degrees Celsius. Mining operations are conducted year-round. Topography is characterized by moderate to steep terrain with elevations ranging from 1,800 to 2,300 metres above sea level. Flora primarily comprises
fragmented, secondary stands of pine and oak. Fauna include many bird species as well as small populations of rodents, snakes, and small mammals.

Site infrastructure is comprised of, among other things, two open pit mines, one underground mine, a waste rock storage facility, processing plant, a camp, a tailings management facility and
administrative buildings. Power for the mine is obtained from a local power broker and is provided via a 27 kilometre power line built by the Corporation and dedicated to the Marlin Mine. A set of back up diesel generators can provide power to the
entire site in the event of an outage. A skilled labour force is available. Process and potable water for the Marlin Mine is sourced from four deep wells and is stored in tanks and ponds throughout the property. Mining and processing supplies and
consumables are sourced nationally and internationally.

History

Montana Gold Corp. acquired the original Marlin Concession in 1996 whereupon its wholly-owned subsidiary, Montana, commenced exploration.
The Marlin Mine deposit was discovered in 1998. Francisco Gold Corporation continued exploration following its acquisition of Montana Gold Corp. in 2000. Work completed by Montana Gold Corp. and Francisco Gold Corporation included conducting
rock-chip, soil, channel and trench sampling, conducting stream sediment sampling covering an area of six kilometres by eight kilometres centred on the Main Zone, conducting a 20 line kilometre of induced polarization and resistivity ground
geophysical surveys over an area of 1,200 metres by 1,000 metres, conducting a ten line kilometre of soil geochemical sample surveys, geological mapping and drilling 24 core drill holes (2,500 metres). This work identified the Main Zone, Don
Tello-Los Tomates Zone, La Hamaca, Ajel, and Los Cochis Zone gold and silver anomalies.

Glamis acquired the Marlin Mine in
2002 through a plan of arrangement with Francisco Gold Corporation, and since that date has undertaken core, rotary and reverse circulation drilling, metallurgical test work, underground drift development, geotechnical and hydrological studies,
condemnation drilling, engineering studies, mine development studies and Mineral Resource estimates. Marlin Mine development commenced in 2004 and the Marlin Mine became operational in late 2005.

In December 2006, Glamis was acquired by Goldcorp. In 2006, drilling in the southwestern corner of the Marlin Concession encountered ore
grade mineralization and drilling of the West Vero vein continues to further define this reserve that is slated for mine development during 2011 and 2012.

Geological Setting

Regional Geology

Tectonically, Guatemala is characterized by a large suture zone formed by the collision of two major tectonic plates, the North American
and Caribbean plates, and the influence of the subduction zone of the Cocos plate. This tectonic contact is formed by two east-west trending systems of strike-slip faulting, the Cuilco-Chixoy-Polochic fault and the Motagua fault.

The Mayan tectonic block is located north of the Cuilco-Chixoy-Polochic fault system and consists mainly



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of metamorphic rocks, detrital sediment, limestone and some intrusive rocks. The Chortis tectonic block, on the other hand, is located south of the fault system and exhibits of an underlying
basement of pre-Permian metamorphic rocks, sedimentary rocks and intrusions that underlie the Tertiary-Quaternary rocks of the volcanic cordillera. This block also contains an active volcanic arc that is associated with the subduction of the Cocos
plate. Ophiolite complexes are also present along the suture zone.

The Marlin Mine gold-silver deposit is located within the
Chortis block and closely associated with faults that cut a sequence of calc-alkaline Tertiary volcanic rocks, 20 kilometres south of the left-lateral strike-slip Cuilco-Chixoy-Polochic fault system.

Lithologies of the Chortis Block include Palaeozoic schist, gneiss and granite which are overlain by dacitic to andesitic tuff, lahar and
andesitic to basaltic flows formed during Tertiary volcanic eruptions. Eruptive units are separated by thin beds of waterlain sedimentary rocks composed mostly of shale and tuffaceous shale. These rocks are covered by locally thick eruptive units of
Quaternary and recent dacitic volcanic ash. The Marlin Mine deposit occurs within the Tertiary mafic eruptive unit. The deposit trends in the same direction as the Cuilco-Chixoy-Polochic fault system.

Local Geology

The
Marlin Mine deposit is hosted within a sequence of Tertiary volcanic rocks, approximately 400 to 500 metres in thickness, overlying a metamorphic basement. There are four main lithologic units present within the Marlin Mine area: pyroclastic
deposits, andesitic rocks, a volcaniclastic sequence, and porphyritic dykes.

Structural controls of the Marlin gold and
silver deposits involve both pre-mineral and post-mineral faults that have modified the geometry and grade distribution of the deposit. Gold-silver mineralization at the Marlin Mine occurs within a broad east-west trending zone of structurally
controlled, argillic alteration, enclosing spatially restricted zones of silicification. These silicified zones often coincide with areas of high vein density and abundant quartz stockwork and breccia. Alteration in the Marlin Mine area is typical
of a low-sulfidation epithermal system. The core of quartz-adularia-calcite veins are tightly confined to faults within densely silicified rock at depth. Stockwork veining occurred across broader complexly sheared zones within 100 to 200 metres of
the present surface.

Narrower, discontinuous silicified zones occur along the Marlin Vein, within the Virginia Fault from
2,000 metres elevation to the original pre-mining surface (2,200 metres elevation). From 2,000 metres elevation, to depths below the deepest drilling at 1,600 metres, the volcanic rocks are pervasively silicified over widths of at least 500 metres,
centered on the Virginia Fault. The silicified zone narrows quickly at the eastern end of the ore body. Silicification continues beyond drilling to the west. Alteration consisting of quartz-sericite-pyrite-clay-chlorite forms a 50 to 100 metre wide
halo around the deposit beyond and above silicification. Chlorite-calcite-pyrite-clay alteration is present another 50 to 100 metres beyond this. An increase in quartz-sericite-pyrite alteration to the west indicates that the center of the
hydrothermal system is to the west of the Marlin Mine deposit. Chlorite-calcite-smectite alteration is the most pervasive, covering an area of three square kilometres.

Property Geology

The Main Zone is located on a silicified knoll and
surrounded by zones of strong argillic alteration. The Main Zone represents a 30 to 40 metres thick mineralized body, controlled by a set of stacked thrust faults, which crops out to the north over the silicified knoll. The main quartz vein zone
within the Marlin Mine deposit strikes N70W and dips 20 to 70 degrees to the south. This vein zone intersects with a second vein zone that strikes N70E and dips steeply to the north. Gold and silver values are greatest at the intersections of the
vein zones. At the Main Zone, gold and silver mineralization occurred within a dense network of northeast and northwest trending quartz veins, and also throughout abundant zones of quartz stockwork, and breccia. Drilling to date has determined the
grade, thickness and continuity of the flat-lying mineralized zone for more than 400 metres along strike, and several hundreds of metres down-dip to the south. The body remains open to the east, west and south.

Mineralization is confined within a quartz stockwork zone developed proximal to the Virginia Fault. Contained within the stockwork zones
is a massive quartzadulariacalcite vein. The majority of the lower grade ore parallels the Virginia Fault. The width of the stockwork zone varies along its strike and down dip. Concentrations of higher-grade ore



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often occur where the Virginia Fault is intersected by mineralized faults such as the Don Tello Fault. These intersecting faults are also mineralized but are much narrower (two to three metres)
than the Virginia Fault. A massive, higher-grade quartzadulariacalcite vein is located within the mineralized stockwork zone. The vein averages four metres in width, but varies from two metres to as much as 13 metres. The location of the
vein can vary within the mineralized shears occurring at the center or along either margin. In general the quartzcalcite veins are continuous along the drilled strike of the Virginia Fault. Rarely are multiple vein intercepts encountered.

The Don TelloLos Tomates Zone is a 20 to 30 metre wide, northeast-trending, structural corridor consisting of a central
high-grade quartz-calcite vein and marginal stockwork zones. This corridor is located 200 metres south of the Main Zone. The Los Cochis Zone is a 30 to 35 metres wide, northwest-trending, structural corridor dominated by mineralized zones of quartz
stockwork. The West Vero zone is a system of narrow semi-parallel veins and cross-structure situated about 1.5 kilometres southwest of the Main Zone. The La Hamaca zone is located about three kilometres north of the Marlin Zone, and is similar to
the West Vero zone.

Exploration

Exploration has been undertaken by the Corporation, its precursor companies or by contractors. Exploration activities on the Marlin Mine have included geological mapping, core drilling, reverse
circulation drilling, trenching, soil and sediment sampling, ground geophysical surveys, mineralization characterization studies and metallurgical testing of samples. Petrographic studies and density measurements on the different lithologies have
also been conducted.

Regional and detailed geological mapping was completed in a number of phases and results were used to
identify areas of quartz veining, alteration, silicification and sulphide outcrop that warranted additional work.

Soil,
stream sediment, channel, pit, adit, underground, grab and rock sampling are used to evaluate mineralization potential and generate targets for core drilling. Geochemical data have been superseded by the drill programs and production data in all
resource and reserve areas. Ground geophysical surveys, consisting of induced polarization and resistivity, were used to vector into mineralization and generate targets for drill programs. A gravimetric survey was also undertaken in 2006 to define
regional targets.

Various geotechnical and hydrogeological studies were undertaken prior to mine construction to determine
the likely rock mass characteristics of the open pit and underground mines, and underground support requirements, as well as effects of groundwater on operations. Structural geology studies and mineral genesis studies have also been performed.

Mineralization

Ore-stage veins and stockwork zones consist of banded quartz, calcite and adularia, with smaller amounts of pyrite, acanthite, pyrargirite-proustite and native gold-electrum. The veins cut all rock types
and earlier-stage alteration types. Below the 2,000 metre elevation, within the densely silicified zone, a wider vein is confined to the Virginia Fault with a relatively narrow stockwork ± hydrothermal breccia halo, rarely over ten metres
wide. Near surface, particularly above an elevation of 2,100 metres, the Virginia Fault imbricates and intersections with cross faults trending mostly N70E helped develop broader stockwork zones over 50 metres wide. The Marlin and Cochis pits
encompass this lower grade stockwork with high grade vein along the fault, while the underground ore zones include the deeper, consolidated quartz-calcite-adularia veins. The La Hamaca and West Vero zones share the same characteristics as the Marlin
underground mineralization style.

Mineralization extended over an eastwest distance of 2,500 metres and as much as
1,000 metres north-south in the Marlin and West Vero Zone. Much of this area is still as of yet unexplored and new veins have been found very close to current workings with high-grade gold and silver values that may, with additional drilling,
potentially support Mineral Resource estimates. The vast majority of the oxidized portion of the currently defined deposit has been mined, leaving mainly sulphide Mineral Reserves. Non-oxide mineralization contains pyrite at concentrations averaging
one percent to three percent. Many of the highest-grade intersections at Marlin Mine occur within south-dipping tectonic breccia zones.



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Silver to gold ratios in the upper portions of the mineralized zones of the Virginia
ore-body are generally lower, at about 15:1. Below the 2,000 level, the ratio increases to about 30:1 with some local areas displaying ratios greater than 50:1. The current Mineral Reserve at West Vero has a ratio of 65:1, meaning that silver will
be roughly equal in value to the gold produced at current metal prices and recoveries. The silver to gold ratio at La Hamaca is about 25:1.

Drilling

During
2001 and 2002, Francisco Gold Corporation drilled some shorter core holes in the upper portion of the Main Zone in the area of what is now the open pit operation.

In 2002 and 2003, Glamis began a program of longer core and reverse circulation holes at the Main Zone which encountered what would become the underground resource. They also drilled a series of short
rotary reverse circulation holes in the upper few benches of the Main Zone to define a high grade capping structure called the Rubble Zone. A small number of holes were drilled in the Vero Zone.

In 2004, more infill and step-out drilling was performed on the Main Zone and a limited drill program was completed at the Vero Zone, but
the drill holes were sited to the east of the currently delineated Mineral Reserves. The first holes were also drilled at La Hamaca, supporting establishing of a Mineral Resource there.

In 2005, a total of 27 holes were completed at the West Vero Zone. The Rosa vein was also drilled from the underground mine development.
Detailed Virginia vein definition drilling was also undertaken. Additionally, infill drilling at the La Hamaca deposit supported conversion of some Mineral Resources to Mineral Reserves. A series of condemnation holes was also drilled in areas where
infrastructure was to be built.

In 2006, a total of 37 drill holes were completed at the West Vero and Ajel zones. Some
infill drilling was also carried out at the La Hamaca deposit and a small surface program tried to identify the near surface presence of the Rosa vein.

In 2007, exploration focused on definition of additional mineralization in the Marlin West extension zone, conversion of a portion of the West Vero zone Mineral Resources to Mineral Reserves and
advancement of an exploration drift towards the Coral zone, a satellite occurrence located one kilometre north of the Marlin Zone. During the year, a total of 24 holes were drilled for a total of 11,410 metres at West Marlin, 21 holes were drilled
for a total of 7,648 metres at West Vero and 187 metres of underground drift development towards Coral was completed. Drilling was also conducted around a small anomaly, Nati/Ixcaniche, encountered while undertaking geotechnical drilling for a
tailings dam.

In 2008, exploration continued to focus activities on the West Vero zone, West Marlin extension and the Coral
drift. A total of 16 drill holes (7,423 metres) were completed at West Vero, 20 holes (7,782 metres) at West Marlin, 316 metres of drift in the Coral area, and one core hole (519 metres) at Coral. A small program was aimed at increasing the known
strike extent of the Tello structure both to the east and west. Additional holes were also drilled at Nati/Ixcaniche.

In
2009, exploration continued in the West Vero zone, the West Tello extension area, the Coral Zone and the Ixcaniche target area. Underground drilling was also carried out to define extensions of the Tello and Rosa veins. A total of 22 drill holes
(14,082 metres) were completed at West Vero, six drill holes (879 metres) were completed in the West Tello zone, four drill holes (872 metres) were completed at Coral, and one drill hole (372 metres) was completed at Ixcaniche. Underground
exploration drilling of the Rosa and Tello veins comprised 14 drill holes for 3,917 metres. In addition, 56 metres of underground development were completed in the Coral drift.

During 2011, exploration focused on the Delmy vein and in lateral extension of West Vero. In the Delmy vein, the drill program was guided
to obtain information of intercepts to depth and to north extensions. At the same time an infill program led to the conversion of the Mineral Resources to Mineral Reserves. For West Vero a short drill program in the first six months of 2011 was
finished to test the east lateral extension of the West Vero mineralization. In addition, a drilling program tested a series of surface vein and gold anomaly occurrences in the Marlin district. A total of 45,750 metres of drilling was completed
during 2011.

Drilling completed on the Marlin Mine for the period 1998 to 2011 comprised 2,187 drill holes for a total of
406,750 metres. Various international drill contractors have been used, including Boart Longyear, Kluane, St.



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Lambert, Rodio Swissboring, and R&R, as well as the use of many in-house drills (Hydracore 1000 and 2000, Longyear LM30, LM55, and LM75).

Drill Methods

Reverse
circulation drilling was conducted using down-hole hammers and tricone bits, both dry and with water injection. Some reverse circulation drilling was performed as pre-collars for core drill holes. Sample recoveries were not routinely recorded for
reverse circulation holes.

Core drilling typically recovered HQ size core (63.5 millimetres diameter) from surface, then was
reduced to NQ size core (47.6 millimetres) where ground conditions warranted. Metallurgical holes were typically drilled using PQ size core (85 millimetres). Underground core drilling is typically NTW (56 millimetres) or HQ size.

Core was transferred to wooden core boxes, marked with up and down signs on the edges of the boxes. The drill
hole number, box number and starting depth for the box was written before its use, whilst end depth were recorded upon completion. All information was marked with indelible pen on the front side of the box and also on the cover. All core from the
Corporations drill programs has been processed on site. Transport of core boxes to the core shed was done by the Corporations personnel that was managing the drill program, or the drilling supervisor. Most of the core drilled for assay
purposes was also logged for geotechnical rock quality

Twin Drilling

Perched water is commonly encountered at depths drilled by reverse circulation drilling. Therefore, drilling conditions susceptible to
contamination may occur. A twin hole drilling program was initiated to re-sample areas where such contamination had been suspected. Based on twin hole drilling or inspection of other nearby core holes, certain reverse circulation holes were
eliminated from the reverse circulation drilling was rarely used after 2004 other than for preliminary holes, after which any indication of mineralization was followed up with core drilling.

Geological Logging

Logging of rotary and reverse circulation drill
cuttings and core utilized standard logging procedures. Initial logging utilized paper forms, with data hand-entered into a database from the form. Logs recorded lithologies, structure and quartz vein type, fracture frequency and orientation,
oxidation, sulfide mineralization type and intensity, and alteration type and intensity. All drill core was photographed. A chip tray was created as a permanent record of each reverse circulation and rotary drill hole.

Collar Surveys

A
differential global positioning system is utilized to collect drill collar survey information. The local declination used is three degrees. Drill hole locations are monumented with a cement marker pierced with a polyvinyl chloride pipe that
indicates the drill hole orientation. The polyvinyl chloride pipe is labeled inside and out with the hole identification or scribed into the cement. Underground holes are surveyed with the mine total station and referenced to the network of mine
control points.

Down-hole Surveys

Most drill holes longer than 100 metres drilled during and after 2003 were surveyed. Rotary holes greater than 200 metres that had not been surveyed were de-surveyed using trend analysis of surveyed
rotary holes.

Recovery

In general core recovery is very good, and is over 95%. Core recovery and RQD data are measured by labourers and recorded on a geotechnical data form that is stored with the record of each drill hole.



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Deposit Drilling

Drill hole spacing is generally on 50 metre sections in the Main Zone, spreading out to 200 metres spaced sections in the condemnation zones. Drill spacing is wider again in the areas outside the
conceptual pit outlines used to constrain Mineral Resources. Due to the differing vein orientations, every effort is taken to orient drill holes at angles perpendicular to these directions in an effort to provide true thicknesses of mineralization.
As a result, depending on the drill hole, the relationship between sample length and true thickness will vary. However, the modeling process of defining mineralization envelopes from cross section drill data provides a good representation of true
vein thickness.

Blast Hole Drilling

The Corporation currently employs two surface blast hole rigs, which drill 7.5 metres vertical blast holes for grade control sampling in fresh rock. The sub-grade is not sampled for grade control
purposes. Drilling is on a nominal five metre by five metre grid in softer waste rock, 4.5 metres by 4.5 metres in harder waste rock, and five metres by 2.5 metres in ore zones. Every other row is loaded and blasted in these zones.

Underground Drilling

Underground drilling is performed by the Goldcorps personnel. The nominal drill spacing is 22 metres by 44 metres followed by infill
drilling on a 22 metre by 22 metre grid. The length of the drill holes varies from 70 metres to 300 metres with an average of 150 metres. This data is used mainly for grade control models and detailed mine planning, but is incorporated into reserve
block models when appropriate.

No factors were identified with the data collection from the drill program that could affect
Mineral Resource or Mineral Reserve estimation.

Sampling and Analysis

Rock chip samples collected from
43/4inch, face-sampling, hammer-drilled reverse
circulation holes are initially collected in a five-gallon bucket. The weight is then recorded and the sample placed into the hopper of a Gilson splitter. The process is repeated until the entire 1.5 metre sample is collected. The total weight is
recorded on the sample sheet along with the sample identification and the time of day collected. Weights are only recorded for the dry portion of any drill hole. The samples are split into two halves, one half is retained and the other half is
wasted. The remaining 50% is placed into the hopper again and another 50% split is made. The two samples are placed into pre-labelled plastic sample bags, one for assay and the other is stored. An air hose and nozzle is provided for blowing out the
Gilson splitter, pan and buckets. A geologist is assigned to the rotary rig to supervise sample collection and log geology. Drill core is collected and placed in wooden core boxes made locally on site. The core is washed to obtain a clean surface
for geologic and geotechnical logging and placed in a covered logging facility.

The drill core is collected and placed
in wooden core boxes made locally on site. The core is washed to obtain a clean surface for geologic and geotechnical logging and placed in a covered logging facility. Core is sawn longitudinally with a diamond saw and half the core, on a nominal
1.5 metre interval broken at lithological boundaries, is placed in pre-labeled plastic bags. The other half core is retained for inspection or additional tests as warranted. Splits from the first 72 core holes from the Francisco Gold Corporation
campaign were shipped to ALS Chemexs Hermosillo, Mexico laboratory for preparation. After preparation, the samples were shipped for assaying to either Rocky Mountain Geochemicals laboratory in Reno, Nevada or ALS Chemex Labs in
Vancouver, British Columbia.

Beginning in June 2002, when Glamis began the second drilling program, splits from the core
holes were shipped to a facility operated by Inspectorate laboratories in Guatemala City for preparation. From there, pulps were shipped to Inspectorates laboratory in Sparks, Nevada for assay. Inspectorate has been the official laboratory for
all Marlin Mine drilling since 2002. Unused core from all drilling campaigns is available for inspection on site.

Blast holes
are sampled as whole-hole samples by an experienced sampler. A tray is placed near the drill hole collar and collects cuttings during drilling of the upper seven metres of the hole. The material is then split until about 10 kilograms of cuttings are
left. This is bagged, labelled and brought to the mine laboratory. Muck and chip sampling is performed when necessary, but is not a normal sampling procedure.



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Bulk density determination was originally performed on 92 core samples. The distribution of
density samples within the mineralized area is sufficient for resource estimation. The procedure utilized for the density determination was based upon ASTM Method C914. Measurements were performed by Glamis personnel. Each sample was dried and
sealed with wax. The weight of the sample in air and in water was calculated.

The independent laboratories used for Marlin
Mine analysis exercise quality control in the form of duplicates, standard reference materials and blanks. No information is available on any QA/QC programs employed by Montana or Francisco Gold Corporation prior to 2002. Glamis established a
limited QA/QC program focused on coarse reject and pulp reject checks. A frequency of one in 20 pulps was systematically submitted to the ALS Chemex for gold and silver analysis. Coarse rejects were also submitted to the check laboratory. Later
programs incorporated the insertion of blanks, and standards into sample despatches sent to Inspectorate.

Security of Samples

Sample preparation and analytical laboratories used during the exploration programs on the Marlin Mine include ALS
Chemex, Rocky Mountain Geochemical, CAS Honduras, and Inspectorate. ALS Chemex was responsible for sample preparation throughout the initial exploration and infill drilling phases through its non-accredited sample preparation facilities in
Hermosillo, Mexico. All samples were dispatched to the Vancouver laboratory facility for analysis, which, at the time the early work was performed, was ISO-9000 accredited for analysis; the laboratory is currently ISO-17025 certified. ALS Chemex is
independent of the Corporation and precursor companies. Rocky Mountain Geochemical was responsible for some check analysis in the initial exploration and delineation drilling stages. The certification of the laboratory at the time of sample analysis
is unknown. The laboratory is independent of the Corporation and precursor companies. Inspectorate was responsible for both sample preparation and sample analysis for most of the exploration campaigns. The preparation laboratory in Sparks, Nevada,
was non-accredited; the analytical laboratory held ISO-9000 accreditations for analysis. The laboratory is independent of the Corporation and precursor companies. The run-of-mine laboratory is not certified was not used for final assays in any of
the exploration campaigns.

Sample security was not generally practiced at the Marlin Mine during the drilling programs, due
to the remote nature of the site. Sample security relied upon the fact that the samples were always attended or locked at the sample dispatch facility. Sample collection and transportation have always been undertaken by the Corporation or laboratory
personnel using company vehicles. Chain of custody procedures consisted of filling out sample submittal forms that were sent to the laboratory with sample shipments to make certain that all samples were received by the laboratory.

The author of the Marlin Report is of the opinion that the quality of gold and silver analytical data are sufficiently reliable to
support Mineral Resource and Mineral Reserve estimation and that sample preparation, analyses and security are generally performed in accordance with exploration best practices and industry standards.

Data checks were performed by Glamis personnel in support of technical reports on the Marlin Mine in 2002 and 2003, as well as by
independent consultants during reserve audits from 2004 to 2009. In 2004 and 2007, Mine Development Associates of Reno, Nevada, conducted audits of the Mineral Resources and Mineral Reserves at the Marlin Mine, with the objective of identifying any
issues that could have a material effect on the stated amounts, and to ensure that the estimation methodology used at the Marlin Mine complied with standard industry practice. In 2008 and 2009, the Marlin Mine Mineral Resources and Reserves were
audited by Independent Mining Consultants of Tucson, Arizona, with the same objective.

Assay data verification is performed
by the Corporations staff through routinely checking the computer database against the original assay data sheets. Mathematical statistics and flier searches are performed on the assay data to help verify data integrity. Missing,
duplicate, or overlapping data is also screened prior to entry to the database.

The process of data verification for the
Marlin Mine has been performed by external consultancies and Goldcorp personnel, including the author of this report. The Corporation considers that a reasonable level of verification has been completed, and that no material issues would have been
left unidentified from the programs undertaken. The author of the Marlin Report has reviewed the appropriate reports, and is of the opinion that the data verification programs undertaken on the data collected from the Marlin Mine adequately support
the geological interpretations, the analytical and database quality, and therefore support the use of the data in Mineral Resource and Mineral Reserve estimation, and in mine planning.



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Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for the Marlin Mine as of December 31, 2011:

Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)



|                  |  |            |      |  |                  |  |      |                  |  |  |                      |  |  |                      |      |  |  |  |       | 
|----------------- |  | ---------- | ---- |  | ---------------- |  | ---- | ---------------- |  |  | -------------------- |  |  | -------------------- | ---- |  |  |  | ----- | 
|                  |  |            |      |  | Grade            |  |      | Contained Metal  | 
|Category          |  | Tonnes     |      |  | Gold             |  |      | Silver           |  |  | Gold                 |  |  | Silver               |     
|                  |  | (millions) |      |  | (grams pertonne) |  |      | (grams pertonne) |  |  | (millions of ounces) |  |  | (millions of ounces) |     
|Proven            |  |            | 4.41 |  |                  |  | 4.11 |                  |  |  | 133.43               |  |  |                      | 0.58 |  |  |  | 18.92 | 
|Probable          |  |            | 3.75 |  |                  |  | 5.52 |                  |  |  | 287.08               |  |  |                      | 0.66 |  |  |  | 34.57 | 
|Proven + Probable |  |            | 8.16 |  |                  |  | 4.76 |                  |  |  | 204.00               |  |  |                      | 1.25 |  |  |  | 53.49 | 



|(1) | The Mineral Reserves for the Marlin Mine set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services,
Goldcorp, who is a qualified person under NI 43-101.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on a gold price of $1,200 per ounce and a silver price of $20 per ounce.
|--- | ------------------------------------------------------------------------------

|(3) | The life-of-mine metallurgical recoveries are projected to be 94% for gold and 88% for silver.
|--- | ----------------------------------------------------------------------------------------------

|(4) | Numbers may not add up due to rounding.
|--- | ---------------------------------------

|(5) | Cut-off grades for open pit are 0.93 grams per tonne gold. Cut-off grades for Marlin and West Vero UG and La Hamaca are 3.2 grams per tonne AuEQ.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

The following table sets forth the estimated Mineral Resources for the Marlin Mine as of December 31,
2011:

Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)



|                     |  |            |      |  |                  |  |      |                  |  |  |                      |  |  |                      |      |  |  |  |      | 
|-------------------- |  | ---------- | ---- |  | ---------------- |  | ---- | ---------------- |  |  | -------------------- |  |  | -------------------- | ---- |  |  |  | ---- | 
|                     |  |            |      |  | Grade            |  |      | Contained Metal  | 
|Category             |  | Tonnes     |      |  | Gold             |  |      | Silver           |  |  | Gold                 |  |  | Silver               |     
|                     |  | (millions) |      |  | (grams pertonne) |  |      | (grams pertonne) |  |  | (millions of ounces) |  |  | (millions of ounces) |     
|Measured             |  |            | 0.08 |  |                  |  | 2.49 |                  |  |  | 120.86               |  |  |                      | 0.01 |  |  |  | 0.30 | 
|Indicated            |  |            | 0.47 |  |                  |  | 2.20 |                  |  |  | 89.09                |  |  |                      | 0.03 |  |  |  | 1.35 | 
|Measured + Indicated |  |            | 0.55 |  |                  |  | 2.24 |                  |  |  | 93.54                |  |  |                      | 0.04 |  |  |  | 1.65 | 
|Inferred             |  |            | 0.85 |  |                  |  | 3.47 |                  |  |  | 202.29               |  |  |                      | 0.09 |  |  |  | 5.50 | 



|(1) | The Mineral Resources for the Marlin Mine set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services,
Goldcorp, who is a qualified person under NI 43-101.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on a gold price of $1,350 per ounce and a silver price of $24 per ounce.
|--- | ------------------------------------------------------------------------------

|(3) | Numbers may not add up due to rounding.
|--- | ---------------------------------------

|(4) | Mineral Resources are exclusive of Mineral Reserves and do not include dilution. Mineral Resources that are not Mineral Reserves do not have demonstrated economic
viability.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Mineral Resources are defined within Lerchs-Grossman pit shells or have been confined using appropriate underground mining constraints.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(6) | Cut-off grades for open pit are 0.80 grams per tonne gold. Cut-off grades for Marlin and West Vero UG and La Hamaca are 2.78 grams per tonne AuEQ.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

Mining Operations

Description of Open Pit Operations

Mining commenced at the Marlin Mine in
2005. At the end of 2011, mining of the Marlin pit was completed and mining in the Cochis pit resumed with only smaller contractor equipment. Total daily production in 2011 was approximately 19,400 tonnes per day. The production rate for 2012 is
projected to be 9,840 tonnes per day through April, at which time all open mining will be completed.

Underground mining
commenced at the Marlin Mine in 2004, with initial production in 2005. The Marlin Mine underground mine is a ramp accessed mine with two main access ramps running in parallel from the surface,



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and a separate ventilation exhaust adit. Past production has been almost exclusively from the Virginia vein. Ore is produced by mechanized cut and fill and longhole methods with waste and
cemented rock fill backfill. The planned West Vero underground mine is currently being accessed via a 1.5 kilometre tunnel from the Marlin Mine underground mine. Development will continue in 2012 and production is projected by mid-2012. The Marlin
underground mine is currently producing about 1,930 tonnes per day of ore. Development rates are about 19 metres per day for company and 18 metres per day for contractors.

Based on the year-end 2010 Mineral Reserves, production from open pit sources is planned to continue until 2012. Underground production is planned until 2017. Together with the underground production,
there are sufficient stockpiles after the pits are finished to maintain the mill feed rate until 2017. A closure and reclamation plan has been prepared for the mine site. The costs for this plan were calculated based on the standardized reclamation
cost estimator model which is based on the Nevada State regulations.

In December 2011, a tailings filtration plant was
commissioned whereby approximately 50% of tailings are being treated in the filtration plant with the rest going into the tailings storage facility. The filtered tailings currently being produced are being deposited in the waste rock facility,
however, the Marlin Mine is currently in the process of obtaining the requisite permits for future deposition of filtered tailings in the mined out Marlin pit.

Goldcorp has refining agreements with Johnson Matthey and Met Mex Peñoles for refining of doré produced from the mine and bullion is sold on the spot market by marketing experts retained
in-house by Goldcorp. The terms contained within the sales contracts are typical and consistent with standard industry practice, and are similar to contracts for the supply of doré elsewhere in the world.

The Corporation currently operates under the five percent income tax on gross revenues regime. A three percent stamp tax is also paid on
all dividends (net income). Goods and services purchased nationally are subject to a 12% value added tax, but the Corporation is exempt from paying importation duties and value added tax on imported goods used in the mining and processing areas. The
new government has announced an agreement with the Guatemalan industry association (Camara de Industria de Guatemala), which includes the extractive industries council (Gremial de Industrias Extractivas), to voluntarily increase the royalty payable
with respect to the production of precious metals to 4% of gross proceeds and of base metals to 3% of gross proceeds. Montana agreed to pay an additional 1% gross royalty on production from the Marlin Mine.

Exploration and Development

Numerous surface samples have been found within the Marlin Mine areas that contain gold values in excess of one gram per tonne. Within these areas, on-going exploration has identified an extensive network
of faults and fractures which exist for over ten kilometres along strike from the Main Zone of mineralization and along parallel and crosscutting faults. Detailed surface work has delineated four additional drill targets outside of the Main Zone.

The most advanced target, Coral, is in a structural corridor striking north 30 east and extending from the Los Cochis
mineralization through the La Hamaca target for a distance of over three kilometres. Quartz vein alteration has been traced over a distance of one kilometre in a north 70 west direction and a width of as much as 100 metres. This mineralization is
less than one kilometre north of the Main Marlin Zone mineralization. Surface rock chip sampling has indicated high-grade gold anomalies. The target is open-ended along strike in both directions.

Exploration work at the Marlin Mine continues to be directed at identifying new district exploration targets, developing new zones to
increase resources, and defining additional ounces that will add to the overall mine reserve base and mine life. The recommended work programs for the Marlin Mine are based around on-going operational optimization of the known deposits and
mineralization to support the planned the Marlin Mines mine life, and to maximize potential for identification of additional mineralization that could support Mineral Resource estimation and eventually, the possible conversion to Mineral
Reserves.



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PUEBLO VIEJO PROJECT, DOMINICAN REPUBLIC

Goldcorp holds an indirect 40% interest in the Pueblo Viejo Project. Barrick holds the other 60% interest in, and operates the Pueblo
Viejo Project. The Pueblo Viejo Project, located in the Dominican Republic, is an open pit gold mine in the pre-production phase.

Robbert Borst, C.Eng., Associate Principal Mining Engineer, RPA, Chester Moore, P.Eng., Principal Geologist, RPA and André Villeneuve, P.Eng., Associate Metallurgist, RPA, prepared a technical
report addressed to Pueblo Viejo Dominicana Corporation (PVDC), the operating company for the joint venture partners, Barrick and Goldcorp in accordance with NI 43-101 entitled Technical Report on the Pueblo Viejo Project, Sanchez
Ramirez Province, Dominican Republic dated March 16, 2012 (the Pueblo Viejo Report). Robbert Borst, Chester Moore and André Villeneuve are each qualified persons under NI 43-101. The following description of the Pueblo
Viejo Project has been summarized, in part, from the Pueblo Viejo Report and readers should consult the Pueblo Viejo Report to obtain further particulars regarding the properties held by the Pueblo Viejo Project. The Pueblo Viejo Report is available
for review under Goldcorps profile on SEDAR at www.sedar.com.

Property Description and Location

The Pueblo Viejo Project is located in the central part of the Dominican Republic on the Caribbean island of Hispaniola in the province of
Sanchez Ramirez. The Pueblo Viejo Project is 15 kilometres west of the provincial capital of Cotui and approximately 100 kilometres northwest of the national capital of Santo Domingo, in an area of moderately hilly topography, and is situated on the
Montenegro Fiscal Reserve which covers an area of 4,880 hectares. The two main areas of alteration and mineralization are the Monte Negro and Moore deposits. The deposits of precious and base metals consist of high sulphidation, quartz-alunite
epithermal gold and silver deposits.

PVDC is the holder of the right to lease the Montenegro Fiscal Reserve by virtue of a
special lease agreement of mining rights, effective as of July 29, 2003 as amended in November 2009 (the Special Lease Agreement). The Special Lease Agreement provides PVDC with the right to operate for a 25 year period, which was
triggered on February 26, 2008, with rights of renewal allowing for a total of 75 years. Under the Special Lease Agreement, PVDC is obliged to pay to the government of the Dominican Republic: income tax; a net smelter return royalty of 3.2%;
and a net profits interest with a rate that varies with the price of gold, and equals 28.75% when the internal rate of return equals ten percent.

The government of the Dominican Republic remains responsible for the relocation, where necessary, of those persons dwelling in the Los Cacaos and El Llagal basins. The Pueblo Viejo mine site requires 146
permit approvals from 16 governmental agencies. As of the date of the Pueblo Viejo Report, approval had been granted for 86 permits, 18 had been submitted to the government, and 42 had been identified to be prepared. PVDC obtained ten authorizations
for a power project which includes a 215 megawatt combined circle power plant to be installed in Quisqueya, San Pedro de Macoris and a power transmission line approximately 110 kilometres in length to the Pueblo Viejo Project. An additional eleven
authorizations have been identified to be obtained in the future.

Pursuant to the Special Lease Agreement, environmental
remediation within the mine site and its area of influence is the responsibility of PVDC, while the Dominican government is responsible for historic impacts outside the development area. However, agreement was reached in 2009 that PVDC would donate
up to $37.5 million, or half of the governments total estimated cost of $75 million, for its clean-up responsibilities. In December 2010, PVDC agreed to contribute the remaining $37.5 million on behalf of the government towards these clean-up
activities.

In 2005, as updated in 2007, PVDC completed a feasibility study on the Pueblo Viejo Project (the Pueblo
Viejo Feasibility Study). An environmental and social impact assessment (ESIA) and environmental management plan (EMP) were approved by the Secretariat of State for the Environment and Natural Resources on
December 26, 2006 and the environmental licence No. 0101-06 was issued in January 2007 (the Environmental Licence). Conditions of the Environmental License include detailed designs for tailings dams, installation of monitoring
stations and submission for review of the waste management plan and incineration plant design. An updated EMP including silver/copper recovery was submitted on September 30, 2007, and subsequently approved in



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December 2010. An environmental evaluation report was submitted in 2008 to address an increase in the planned processing rate to 24,000 tonnes per day, and the Environmental License was modified.

The Environmental Licence requires a compliance bond of approximately $16.4 million, corresponding to ten percent of the cost
of the Environmental Adjustment and Management Plan (PMAA) of the construction phase. Once the construction phase is completed, PVDC will provide a bond that corresponds to ten percent of the amount of the updated PMAA defined for the
operational phase. At the end of the operational phase, PVDC will provide the corresponding bond at ten percent of the total amount of the PMAA for the closure and post closure phases. PVDC is also required to create an environmental reserve fund to
be held in an offshore escrow account funded at a rate equal to five percent of all operational costs, other than costs of concurrent rehabilitation, until the funds are adequate to discharge PVDCs closure reclamation obligations.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Access to the Pueblo Viejo Project from Santo Domingo is by a four lane, paved highway, which then connects to a paved, two lane,
secondary highway at the town of Piedra Blanca, approximately 78 kilometres from Santo Domingo, the location of the main port facility. A network of haul roads is being built to supplement existing roads so that mine trucks can haul ore, mine
overburden and limestone from the various quarries. As well as the existing access roads, current site infrastructure includes accommodation, offices, truck shop, medical clinic and other buildings, water supply, and old tailings impoundments with
some water treatment facilities. Upgrade and renovations will be performed on some of these facilities. The Pueblo Viejo Project has filled most non-technical staff positions and labour requirements from local communities and currently employs
nearly 6,500 workers.

There is a tropical climate with little fluctuation in seasonal temperatures. The average annual
temperatures are 25 degrees Celsius, and temperatures range from daytime highs of 32 degrees Celsius to night time lows of 18 degrees Celsius. Annual rainfall is approximately 1,800 millimetres, with May through October typically being the wettest
months. The Dominican Republic is in an area where hurricanes occur, with the hurricane season typically from August to November.

The central region of the Dominican Republic is dominated by the Cordillera Central mountain range. The Pueblo Viejo Project is located in the eastern portion of the Cordillera Central mountain range
where local topography ranges from 565 metres to approximately 65 metres above sea level. There is little primary vegetation on the Pueblo Viejo Project site and surrounding concessions. Secondary vegetation is abundant outside of the excavated
areas and can be quite dense.

The primary tailings storage area will be located in the El Llagal valley approximately 3.5
kilometres south of the plant site and consists of two rockfill dams with saprolite cores. With respect to Mineral Reserve estimates, the current mine life is constrained by tailings storage availability. Other potential tailings storage sites have
been identified and negotiations are underway to obtain relevant permits.

The power supply for permanent operations will be
completed in 2013. See Mining Operations. Due to significant construction delays which have been incurred by the project with respect to power, PVDC has decided as a mitigation measure to use temporary alternatives, including on-site
generation supplying 13 megawatts, sufficient for pre-commissioning, supplemented by an additional 30 megawatts of power generated on-site for commissioning. Power from the Monte Rio plant will replace the temporary connection to the national grid.
Initial water for earthworks and construction is being supplied largely from the Maguaca River, but also from the pipeline that connects the Hondo Reservoir and the freshwater pond. Potable water for construction offices, dining rooms, toilets, and
use mainly at the plant site, is being supplied during construction from a temporary tank located north of the oxygen plant.

Domestic waste water from the various sites will be collected through an underground gravity sewer system. Separate, underground, gravity
systems will be built to serve the construction and operations camps. The clean effluent will be discharged to the local river system. Non-hazardous domestic solid waste will be sent by truck to a central handling facility. An incinerator will be
installed at the non-hazardous waste dump to burn the solid waste.



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History

The earliest records of Spanish mine workings at Pueblo Viejo are from 1505, although Spanish explorers sent into the interior of the island during the second visit of Columbus in 1495 probably found the
deposit being actively mined by the native population. The Spanish mined the deposit until 1525, when the mine was abandoned in favour of newly discovered deposits on the American mainland. There are few records of activity at Pueblo Viejo from 1525
to 1950, when the Dominican government sponsored geological mapping in the region. Exploration at Pueblo Viejo focused on sulphide veins hosted in unoxidized sediments in streambed outcrops.

Rosario Resources Corporation of New York (Rosario) optioned the property in 1969. As before, exploration was directed first
at the unoxidized rock where sulphide veins outcropped in the stream valley and the oxide cap was only a few metres thick. As drilling moved out of the valley and on to higher ground, the thickness of the oxide cap increased to a maximum of 80
metres, revealing an oxide ore deposit of significant tonnage. In 1972, Rosario Dominicana S.A. was incorporated. Construction started in 1973 and open pit mining of the oxide deposits started in the Moore area in 1975. In 1979, the Dominican
Republic Central Bank purchased all foreign-held shares in the mine. Rosario continued exploration throughout the 1970s and early 1980s, looking for additional oxide resources to extend the life of the mine. Rosario employed several drilling
methods. The majority of holes were vertical with a drill hole spacing ranging 20 metres to 80 metres. Core recoveries were reported to be approximately 50% in areas of mineralization and within silicified material.

The Monte Negro, Mejita, and Cumba deposits were identified by soil sampling and percussion drilling, and were put into production in the
1980s. Rosario also performed regional exploration, evaluating much of the ground adjacent to the Pueblo Viejo concessions, with soil geochemistry surveys and percussion drilling. An airborne electro-magnetic survey was flown over much of the Maimon
Formation to the south and west of the Pueblo Viejo Project. With the oxide resources diminishing, Rosario initiated studies on the underlying refractory sulphide resource in an effort to continue the operation and in 1986 and 1992, feasibility
studies were conducted.

Rosario continued to mine the oxide material until approximately 1991, when the oxide resource was
essentially exhausted. A carbon-in-leach plant circuit and new tailings facility at Las Lagunas were commissioned to process transitional sulphide ore at a maximum of 9,000 tonnes per day. Results were poor, with gold recoveries varying
from 30% to 50%. Selective mining continued in the 1990s on high-grade ore with higher estimated recoveries. Mining in the Moore deposit stopped early in the 1990s owing to high copper content (which resulted in high cyanide consumption) and ore
hardness. Mining ceased in the Monte Negro deposit in 1998, and stockpile mining continued until July 1999, when the operation was shut down. In 24 years of production, the Pueblo Viejo mine produced a total of 5.5 million ounces of gold and
25.2 million ounces of silver.

Three companies were involved in Rosarios attempt to find a strategic partner in
1992 and 1996: GENEL JV, Mount Isa Mines Limited (MIM), and Newmont Mining Corporation (Newmont). The process was never completed but each of the three companies conducted work on the property for their evaluations. The GENEL
JV expended six million dollars between 1996 and 1999 in studying the project and advancing the privatization process. Studies included diamond drilling, developing a new geological model, mining studies, evaluation of refractory ore milling
technologies, socioeconomic evaluation and financial analysis. In 1996 and 1999, the GENEL JV drilled 20 holes, 11 in the Moore deposit and nine in the Monte Negro deposit. All holes were drilled at an angle and down-hole surveys were performed.
GENEL JV used a GPS to locate drill holes and to survey the existing pits. In 1997, MIM drilled 31 holes for a total of 4,600 metres at Pueblo Viejo, 15 in the Moore deposit and 16 in the Monte Negro deposit. Core size was HQ size with occasional
reductions to NQ size as necessary to complete the holes. Five holes were vertical and 26 were drilled at an angle. MIM collected a metallurgical sample from drill core, carried out detailed pit mapping, completed induced polarization geophysical
surveys over the known deposits and completed aerial photography over the mining concessions. MIM proposed to carry out a pilot plant and use ultra-fine grinding/ferric sulphate leaching. In each of 1992 and 1996 Newmont had proposed to carry out a
pilot plant and feasibility study for ore roasting/bio-oxidation. Samples were collected for analysis, but no results are available.





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In 2000, the government of the Dominican Republic invited international bids for the leasing
and mineral exploitation of the Pueblo Viejo sulphide deposits. Placer Dome was the successful bidder and the parties negotiated the Special Lease Agreement, which became effective on July 29, 2003. Placer Dome conducted structural pit mapping
of the Moore and Monte Negro open pits in 2002. Placer Dome also mapped and sampled a 105 square kilometre area around the concessions as part of an ongoing environmental baseline study to identify acid rock drainage sources outside the main deposit
areas. Part of the regional mapping and sampling program focused on evaluating the potential for mineralization in the proposed El Llagal tailings storage area. Mapping and stream sediment sampling were conducted in the El Llagal valley and adjacent
Maguaca and Naranjo river valleys. Further geotechnical evaluation of the El Llagal valley resulted in BGC Engineering Inc. drilling 20 core holes and collecting numerous outcrop samples. Select samples identified with the most favourable
mineralization were sent for gold and trace element analysis. Placer Dome completed 3,039 metres of core drilling in 18 holes during 2002 and 15,424 metres of core drilling in 111 holes during 2004 using thin-walled NQ size rods that
produce 57 millimetre core. All but one of the holes was angled. Placer Dome drilled with oriented core to calculate the true orientations of bedding, veining and faulting in the deposit areas. Drill holes were logged electronically using codes,
graphic logs, and geologists remarks. Geological information related to assay intervals was recorded on a geology log. A second log was used to record structural information and a third log used to record geotechnical information.

In February 2006, Barrick acquired Placer Dome and subsequently sold a 40% stake in the Pueblo Viejo Project to Goldcorp.

Geological Setting

Regional
Geology

The Pueblo Viejo Project is hosted by the Lower Cretaceous Los Ranchos Formation, a series of volcanic and
volcaniclastic rocks that extend across the eastern half of the Dominican Republic, generally striking northwest and dipping southwest. The Los Ranchos Formation consists of a lower complex of pillowed basalt, basaltic andesite flows, dacitic flows,
tuffs, and intrusions, overlain by volcaniclastic sedimentary rocks, and interpreted to be a Lower Cretaceous intra-oceanic island arc, one of several bimodal volcanic piles that form the base of the Greater Antilles Caribbean islands. The unit has
undergone extensive seawater metamorphism (spilitization), and lithologies have been referred to as spilite (basaltic-andesite) and keratophyre (dacite).

Local Geology

The Pueblo Viejo member of the Los Ranchos Formation is
confined to a restricted, sedimentary basin measuring approximately three kilometres north to south by two kilometres east to west. The basin is filled with lacustrine deposits that range from coarse conglomerate deposited at the edge of
the basin to thinly bedded carbonaceous sandstone, siltstone, and mudstone deposited further from the paleo-shoreline. In addition, there are pyroclastic rocks, dacitic domes, and diorite dykes within the basin. The Pueblo Viejo member is bounded to
the east by volcaniclastic rocks, and to the north and west by Platanal Member basaltic-andesite (spilite) flows and dacitic domes. To the south, the Pueblo Viejo member is overthrust by the Hatillo Limestone Formation.

Property Geology

Pueblo
Viejo is a high sulphidation, quartz-alunite epithermal gold and silver deposit. High sulphidation deposits are typically derived from fluids enriched in magmatic volatiles, which have migrated from a deep intrusive body to an epithermal crustal
setting, with only limited dilution by groundwater or interaction with host rocks. Major dilatant structures or phreatomagmatic breccia pipes provide conduits for rapid fluid ascent and so facilitate evolution of the characteristic high sulphidation
fluid. Mineralization is predominantly pyrite with lesser amounts of sphalerite and enargite. Pyrite mineralization occurs as disseminations, layers, replacements, and veins. Sphalerite and enargite mineralization is primarily in veins, but
disseminated sphalerite has been noted in core.

The Moore deposit is located at the eastern margin of the Pueblo Viejo member
sedimentary basin. Stratigraphy consists of finely bedded carbonaceous siltstone and mudstone overlying horizons of spilite, volcanic



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sandstone, and fragmental volcaniclastic rocks. The entire sequence has a shallow dip to the west. The eastern margin of the sedimentary basin hosting the Moore deposit is defined by fragmental
volcaniclastic rocks and non-carbonaceous sedimentary rocks. Bedding generally dips shallowly westwards (less than 25 degrees) but locally, steep faults with northeast and northwest strikes have rotated bedding into steep orientations. The northeast
faults appear to link with a northwest trending fault that controls the eastern margin of the Moore dacite porphyry and is a boundary to a gold-bearing pyrite vein zone at North Hill. The westward-dipping thrust and bedding plane faults offset
pyrite veins with only minor displacement evident. The faults are associated with an intense cleavage and bedding-parallel quartz veins with gold mineralization. In the Moore deposit, silica and kaolinite are more common in the upper parts of the
system. In the now depleted oxide mineralization, silicification was closely associated with gold mineralization and caused mineralized zones to form hills with relief of about 200 metres. Locally, veins and masses of pyrophyllite cut the jasperoid
bodies.

The Monte Negro deposit is located at the north-western margin of the sedimentary basin. Stratigraphy consists of
inter-bedded carbonaceous sediments ranging from siltstone to conglomerate, interlayered with volcaniclastic flows. These volcaniclastic flows become thicker and more abundant towards the west. In the eastern part of the Monte Negro deposit area,
the bedding dip is shallow to the southwest; in the west, the dip is shallow to the northwest. The Monte Negro Sediments overlie a horizon of spilite and partly silicified, spilite-derived conglomerate. The conglomerate consists of pebble to boulder
size clasts of spilite that are often silicified and a light pink colour. Silicification is likely volcanogenic, occurring prior to the sedimentation of the basin. The conglomerate horizon represents either a basal conglomerate channelled into the
margin of the basin or a reworked, brecciated flow top of the spilite below. The horizon ranges in thickness from tens of metres to non-existent and is likely filling channels in the uneven spilite surface below. In Monte Negro, silica and kaolinite
are more abundant in the upper portions of the deposit, and a silica cap is present. Silicification is more widespread at Monte Negro and not as closely associated to gold mineralization. Regardless, gold content is typically higher in silicified or
partially silicified (quartz-pyrophyllite) rock.

Exploration

The main components of PVDCs 2006 exploration program, were data compilation and integration, rock sampling and pit mapping,
alteration studies, geophysical surveys (induced polarization pole  dipole and ground magnetic readings), geochemical surveys and diamond drilling. In 2009, PVDC undertook a major re-logging program of all historical drill core, carried out
detailed geological mapping of pits and construction excavations, and reinterpreted the geological models underpinning Mineral Resource and Mineral Reserve estimates. In 2010, PVDC continued the detailed in-pit and construction excavation, and also
undertook a close-spaced reverse circulation grade control drilling program for Phase 1 pit shells in the Moore and Monte Negro open pits.

Mineralization

The Pueblo Viejo deposits are classed as high sulphidation, epithermal gold and silver of the quartz-alunite style. They are characterized
by veins, vuggy breccias and sulphide replacements ranging from pods to massive lenses, occurring generally in volcanic sequences and associated with high-level hydrothermal systems. Acid leaching, advanced argillic alternation, and silicification
are characteristic alternation styles. Grade and tonnage varies widely. Pyrite, gold, electrum and enargite/luzonite are typical minerals and minor minerals include chalcopyrite, sphalerite, tetrahedrite/tennantite, galena, marcasite, arsenopyrite,
silver sulphosalts, and tellurides.

There were three stages of advanced argillic alteration associated with precious metal
mineralization. The third stage of mineralization occurred when hydro-fracturing of the silica cap produced pyrite-sphalerite-enargite veins with silicified haloes. Individual stage three veins have a mean width of four centimetres and are
typically less than ten centimetres wide. Exposed at the surface, individual veins can be traced vertically over three pit benches (30 metres). Veins are typically concentrated in zones that are elongated north-north-west and can be
250 metres long, 100 metres wide and 100 metres vertical. Stage three veins contain the highest precious and base metal values and are more widely distributed in the upper portions of the deposits. The most common vein minerals are
pyrite, sphalerite, and quartz with lesser amounts of enargite, barite, and pyrophyllite. Trace amounts of electrum, argentite, colusite, tetrahedrite-tennantite, geocronite, galena, siderite and tellurdes are also found in veins.





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Gold is intimately associated with pyrite veins, disseminations,
replacements, and layers within the zones of advanced argillic alteration. Gold values generally are the highest in zones of silicification or strong quartz-pyrophyllite alteration. These gold-bearing alteration zones are widely distributed in the
upper parts of the deposits and tend to funnel into narrow feeder zones. Gold occurs as native gold, sylvanite
(AuAgTe4), and aurostibnite (AuSb2). The principal carrier of gold is pyrite where the sub-microscopic gold
occurs in colloidal-size micro inclusions (less than 0.5 micrometres) and as a solid solution within the crystal structure of the pyrite. Silver content tends to correlate gold content and silver has a strong association with stage three veins,
where it occurs in a variety of minerals. Most copper occurs as enargite hosted in stage three veins and only trace amounts of chalcocite and chalcopyrite have been recorded. The majority of zinc occurs as sphalerite, primarily in stage three veins
and also as disseminations. Lead minerals include galena, geocronite, boulangerite, and bournonite, most of which are present as fine inclusions or within fractures in pyrite, sphalerite, and enargite. Elevated lead values were found in the
structural feeder zone in the Moore deposit and lead may provide clues on where to search for other feeder zones.

The Moore Deposit

Pyrite-rich, gold-bearing veins at Moore have a mean width of four centimetres and are steeply-dipping with a trend
commonly northwest. Secondary pyrite vein-sets trend north-south and northeast.

Thinly bedded carbonaceous siltstones and
andesitic sandstones in the West Flank dip shallowly westwards. Dips increase towards the west where north-trending thrusts displace bedding. Pyrite and limonite-rich veins with gold mineralization are sub-vertical and trend commonly northwest.
Quartz veins with gold trend northwest oblique to the pyrite veins have a similar strike to the interpreted contact with the overlying Hatillo limestone. They also occur as tension-gash arrays in centimetre-scale dextral shear zones that trend
northwest. Two main northeast faults were mapped across the West Flank, sub-parallel with the Moore dacite porphyry contact.

Bedding to the north of the Moore dacite porphyry dips shallowly westwards. There are three steep-dipping, gold-bearing, pyrite-rich vein
sets: northwest, northeast and northsouth. Northwest trending veins generally contain enargite and sphalerite, while northeast trending veins are more pyrite ± pyrophyllite rich. The average vein width is 3.5 centimetres.

The Monte Negro Deposit

Pyrite-rich veins with gold mineralization are sub-vertical and have bimodal trends, which are interpreted to form conjugate sets. The
mean width is two centimetres. The northwest trending set is sub-parallel to the strike of bedding and fold axes. Enargite and sphalerite-bearing veins with gold dominantly trend northeast and have a mean width of three centimetres. The combination
of vein trends forms a high-grade gold zone (Vein Zone One) which extends 500 metres northwest, and is 150 metres wide and up to 100 metres thick between the F5 Fault to the east and the Main Monte Negro Fault to the west. The fault pattern is
dominated by steep north-northwest trending faults sub-parallel to the dominant pyrite vein set. The main Monte Negro Fault is a 25 metre by 500 metre zone of silicification, brecciation, mineralization, folding, and faulting.

Close to the interpreted Monte Negro Fault, bedding dips more westerly and strikes north-north-west. Mineralized veins at the Monte Negro
South Zone are relatively pyrite-poor, sphalerite-rich, and wider (five centimetres to six centimetres). The veins are sub-vertical and trend north-west. The episodic vein fill demonstrates a clear paragenesis (massive
pyrite-enargite-sphalerite-grey silica). Shallow-dipping bedding and sub-vertical sphalerite-silica veins on the southern margin of Monte Negro South are cut by a westerly-dipping thrust and the fault dips 35 degrees. The main zone of gold
mineralization that results from this combination of structures extends for approximately 150 metres along the West Thrust Fault.

The primary controls on the geometry of the gold deposits at the Pueblo Viejo Project are strong quartz-pyrophyllite alteration and quartz-pyrite veining along sub-vertical structures and stratigraphic
zones. The veins are tens of centimetres wide but are most commonly less than two centimetres wide. Narrow veinlets occur along bedding planes and along fracture surfaces. These veins are commonly highly discordant to bedding but locally branch out
along shallow-dipping bedding planes, linking high angle veins in ladder-like fashion without obvious preferred orientations. These veins served as feeders to the layered and disseminated mineralization that occurs in shallower levels in the
deposit. The result is composite zones of mineralization within fracture systems and



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stratigraphic horizons adjacent to major faults that served as conduits for hydrothermal fluids. The outer boundary of advanced argillic alteration, combined with lithological and veining zones
were used to generate domains for resource estimation.

Drilling

Drilling campaigns have been conducted by most of the participating companies over the years, for a total of 1,814 holes representing
138,349 metres. PVDC completed 10,015 metres of core drilling in 53 holes during 2006 using thin-walled NQ rods that produce 57 millimetre core. Drill pads were located using GPS or surface plans where the GPS signal was weak, and were marked with
wooden pegs. After completion, the drill hole locations were surveyed in Universal Transverse Mercator coordinates by a professional surveyor, translated into the mine coordinate system, and entered into the drill hole database. Two or three
down-hole surveys were completed in all drill holes using a Sperry-Sun single-shot survey camera. Surveys were spaced every 60 metres to 75 metres, and deviation of the drill holes was minimal. Azimuth readings were corrected to true north
by subtracting 10 degrees.

A total of 67,127 metres were drilled in 2007, resulting in the discovery of new deeper
mineralization on the east side of Monte Negro and additional mineralization in the west part of the Moore pit. During 2008, PVDC completed 121 diamond drill holes for 28,067 metres. The programs targeted definition drilling on open
mineralization at Monte Negro North, definition drilling between the Moore and Monte Negro pits and geotechnical drilling to define pit slope parameters. In addition 19 diamond drill holes for 3,366 metres were drilled into the limestone areas to
assist in the definition of limestone quality for construction and processing purposes. In 2010, PVDC undertook a close-spaced, reverse circulation, grade control drilling program for phase one pit shells in the Moore and Monte Negro open pits. This
drilling comprised 1,120 holes for 38,485 metres in Monte Negro and 593 holes for 22,026 metres in Moore. In-fill reverse circulation drilling of 33 holes for 5,306 metres was also carried out within the limestone resource areas. PVDC continued
close-spaced reverse circulation grade control drilling program for Phase 1 pit shells in the Moore and Monte Negro pits. A total of 22,876 metres were completed in 2011.

Sampling and Analysis

Sample intervals were normally two metres,
but were shortened at lithological, structural, or major alteration contacts. Three metre samples are used in non-mineralized zones. Prior to marking the sample intervals, geotechnicians photographed and geotechnically logged the core, then a
geologist quick-logged the core, marking all the geological contacts. Geotechnicians then marked the sample intervals and assigned sample numbers. After the sample intervals were marked, the geologist logged the core in detail and the core was sent
for sampling where it was cut into halves using a core saw. Drill core is cut in half with a diamond blade saw at site. The entire second half of core is kept for records and future metallurgical test work, and the other half is placed in sample
bags and numbered. Since mid-2010, sub-samples are prepared on-site and the pulverized samples are sent to Acme Analytical Laboratories Ltd. in Santiago and ALS Chemx Labs Ltd. in Peru. PVDC currently requests gold assays by fire assay with atomic
absorption on 30 gram aliquots and gravimetric finishes for all assays exceeding ten grams per tonne of gold. Silver and zinc values are analyzed using aqua regia digestion method and atomic absorption finish. A 35-element inductively coupled plasma
atomic emission spectroscopy analysis is done on all samples. Sulphur and carbon are assayed by LECO furnace.

The QA/QC
procedures in place since 2007 consist of the introduction of blanks, commercial standard reference materials for gold, and core duplicates into the sampling process. Each batch is submitted with 76 samples, of which two are blanks, two to three are
standards, two are core duplicates, two are coarse duplicates, and seven are cleaning blanks. Since August 1, 2007, PVDC began sending five percent of the pulps to a secondary laboratory. The ACME on-site preparation facility carried out
regular granulometric control tests on approximately three percent of the crushed and pulverized material. The results were monitored by ACME and PVDC personnel. Monitoring is undertaken batch by batch basis. Any check results that fell outside the
established control limited, PVDC examined the cause and, if found not to be the result of a sample number switch, the relevant batch was re-assayed.

Barrick reviewed assays for MIM, GENEL JV, Rosario and Placer Dome drilling in both the Moore and Monte Negro deposits. In general, it found reasonable agreement of the orientation, tenor, and thickness
of mineralization between drilling campaigns in both deposits where MIM, GENEL JV, Rosario, and Placer Dome drill



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holes cross. Histograms of the historical drilling campaigns show that the diamond core drilling from all campaigns except PVDC compare well with the global distribution. The PVDC drilling was
targeted at the periphery of the existing mineralization so that overall lower grades would be expected. Information from these holes should have been removed from the data base but this does not constitute a material issue. Approximately 2.5% of
the Rosario data have been verified against original documents. The Rosario core, reverse circulation and some rotary data are generally reliable and those that are considered to be of questionable validity have not been used in resource estimates.
As noted earlier, most of the shallow Rosario drill holes were drilled in oxide areas now mined out and have virtually no influence on sulphide Mineral Resource estimates. GENEL JV and Placer Dome data have been verified and are considered reliable.
MIM data has not been verified against original documents and there is some risk involved with using that data. On the basis of comparisons between mineralized intersections in MIM holes and those in nearby Placer Dome holes, the risk of using the
MIM data is considered to be acceptable. Placer Dome data has been verified against original documents and is considered to be reliable. The authors of the Pueblo Viejo Report also undertook some verification checks of data against original
documents.

The authors of the Pueblo Viejo Report concluded that the drilling data are acceptable for the purposes of overall
Mineral Resource and Mineral Reserve estimation and economic assessments. Some of the data may result in minor inaccuracies in local estimates.

Security of Samples

Prior to making geotechnical measurements, the entire core interval is removed from the core box and placed in a long trough made of angle-iron. The fractures in the core are lined up, and artificial
fractures are identified. This process allows the technician to mark the orienting line on the core for a better estimate of core recovery. The core is cut in half and the entire second half of core is kept for records and future metallurgical
testwork. The archived half of the core is stored on site for future reference in suitable storage conditions. The sampled half is placed in plastic sample bags marked with the appropriate sample number and sealed with a numbered security tag. Since
mid-2010, PVDC has been preparing the sub-samples on-site and sending the pulverized samples to commercial laboratories.

The
authors of the Pueblo Viejo Report reviewed the descriptions of drilling and related practices and, in 2011, visited the site and held discussions with site geologists. The quality of drilling and related practices has varied over history. The
authors of the Pueblo Viejo Report consider results from PVDC to be acceptable and to have shown that sample preparation carried out by PVDC and assaying completed by the commercial laboratories are suitable for resource estimate purposes. The
authors of the Pueblo Viejo Report further consider sample security to be adequate and to meet industry standards.

Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for Goldcorps 40% interest in the Pueblo Viejo Project as of December 31, 2011:

Proven and Probable Mineral Reserves (1)(2)(3)(4)



|                  |  |            | $000,00 |  |                  |  | $000,00 |                  |  |  | $000,00 |  |  |                     | $000,00 |  |                     |  | $000,00 |                     |  |  | $000,00 |  |  |  | $000,00 | 
|----------------- |  | ---------- | ------- |  | ---------------- |  | ------- | ---------------- |  |  | ------- |  |  | ------------------- | ------- |  | ------------------- |  | ------- | ------------------- |  |  | ------- |  |  |  | ------- | 
|                  |  |            |         |  | Grade            |  |         | Contained Metal  | 
|Category          |  | Tonnes     |         |  | Gold             |  |         | Silver           |  |  | Copper  |  |  | Gold                |         |  | Silver              |  |         | Copper              | 
|                  |  | (millions) |         |  | (gramsper tonne) |  |         | (gramsper tonne) |  |  | (%)     |  |  | (millions ofounces) |         |  | (millions ofounces) |  |         | (millions ofpounds) | 
|Proven            |  |            | 14.47   |  |                  |  | 3.36    |                  |  |  | 26.00   |  |  |                     | 0.08    |  |                     |  | 1.56    |                     |  |  | 12.10   |  |  |  | 26      | 
|Probable          |  |            | 99.67   |  |                  |  | 2.67    |                  |  |  | 16.22   |  |  |                     | 0.10    |  |                     |  | 8.55    |                     |  |  | 51.97   |  |  |  | 211     | 
|Proven + Probable |  |            | 114.14  |  |                  |  | 2.76    |                  |  |  | 17.46   |  |  |                     | 0.09    |  |                     |  | 10.12   |                     |  |  | 64.07   |  |  |  | 236     | 



|(1) | The Mineral Reserves for Pueblo Viejo Project set out in the table above have been reviewed and approved by Robbert Borst, C.Eng., Associate Principal Mining Engineer,
RPA, who is a qualified person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | No cut-off grade is applied. Instead the profit of each block in the Mineral Resource is calculated and included in the Mineral Reserve if the value is positive.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mineral Reserves are estimated using an average long-term gold price of US$1,200 per ounce.
|--- | -------------------------------------------------------------------------------------------

|(4) | Numbers may not add up due to rounding.
|--- | ---------------------------------------

The following table sets forth the estimated gold, silver and copper Mineral Resources for Goldcorps 40% interest in the Pueblo Viejo Project as of December 31, 2011:



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Measured, Indicated and Inferred Gold, Silver and Copper Mineral
Resources (1)(2)(3)(4)(5)(6)(7)

(excluding Proven and Probable Mineral Reserves)



|                     |  |            | $000,00 |  |                  |  | $000,00 |                  |  |  | $000,00 |  |  |                     | $000,00 |  |                     |  | $000,00 |                     |  |  | $000,00 |  |  |  | $000,00 | 
|-------------------- |  | ---------- | ------- |  | ---------------- |  | ------- | ---------------- |  |  | ------- |  |  | ------------------- | ------- |  | ------------------- |  | ------- | ------------------- |  |  | ------- |  |  |  | ------- | 
|                     |  |            |         |  | Grade            |  |         | Contained Metal  | 
|Category             |  | Tonnes     |         |  | Gold             |  |         | Silver           |  |  | Copper  |  |  | Gold                |         |  | Silver              |  |         | Copper              | 
|                     |  | (millions) |         |  | (gramsper tonne) |  |         | (gramsper tonne) |  |  | (%)     |  |  | (millions ofounces) |         |  | (millions ofounces) |  |         | (millions ofpounds) | 
|Measured             |  |            | 1.39    |  |                  |  | 2.14    |                  |  |  | 12.53   |  |  |                     | 0.12    |  |                     |  | 0.10    |                     |  |  | 0.56    |  |  |  | 4       | 
|Indicated            |  |            | 71.30   |  |                  |  | 1.88    |                  |  |  | 10.39   |  |  |                     | 0.08    |  |                     |  | 4.30    |                     |  |  | 23.82   |  |  |  | 132     | 
|Measured + Indicated |  |            | 72.69   |  |                  |  | 1.88    |                  |  |  | 10.43   |  |  |                     | 0.08    |  |                     |  | 4.40    |                     |  |  | 24.37   |  |  |  | 136     | 
|Inferred             |  |            | 9.05    |  |                  |  | 1.61    |                  |  |  | 12.76   |  |  |                     | 0.08    |  |                     |  | 0.47    |                     |  |  | 3.71    |  |  |  | 15      | 



|(1) | The Mineral Resources for Pueblo Viejo Project set out in the table above have been reviewed and approved by Chester Moore, P.Eng., Principal Geologist, RPA who is a
qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mineral Resources are estimated at a break-even cut-off grade that equates to between 1.3 grams per tonne gold and 1.4 grams per tonne silver.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(3) | There are also zinc resources that have not been converted to Mineral Reserves.
|--- | -------------------------------------------------------------------------------

|(4) | A minimum mining width (block size) of 10 m was used.
|--- | -----------------------------------------------------

|(5) | Mineral Resources are exclusive of Mineral Reserves. Mineral Resources do not have demonstrated economic viability.
|--- | -------------------------------------------------------------------------------------------------------------------

|(6) | Based on a gold price of US$1,400 per ounce, a silver price of US$28 per ounce and a copper price of $3.25 per pound.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(7) | Numbers may not add due to rounding.
|--- | ------------------------------------



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Mining and Processing Operations

The Pueblo Viejo Project consists of two open pits: Moore and Monte Negro. Mining operations will be undertaken by a conventional truck
and shovel method. Mine development began in August 2010 and current mine activity is in the Monte Negro 1 and Moore 1 phases, and initial production is anticipated to be in mid-2012. Processing higher grade ore in the early years, while stockpiling
lower grade ore for later processing, results in a mine life of 18 years and a processing life of 36 years. Only Measured and Indicated Resources have been used for revenue estimation in the pit optimization and mine design work. Inferred Resources
within the mine design have been considered as waste and have only been reported to indicate possible opportunities for additional mining inventories. Maximum gold and silver production are achieved in years 2012 to 2017 when the gold grade
delivered to the plant is over four grams per tonne and a total of six million ounces of gold and 30 million ounces of silver are recovered. The maximum ore stockpile capacity requirement is approximately 150 million tonnes reached in
2029.

The pit stages have been chosen to facilitate the early extraction of the higher grade ore. Elevated initial cut-off
grades have been used for this purpose. Notwithstanding, the driver of the mine schedule will be the sulphur blending requirement. This variable is as important as the gold grade, because the metallurgical aspects of the processing operation, the
recoveries achieved, and the processing costs, all strongly depend on a very stable, low-variability sulphur content in the plant feed. A sophisticated stockpiling and blending system is being implemented to ensure a stable sulphur feed to the mill,
while at the same time, maximizing gold grades in the early years. Total ore on stockpiles will reach a maximum of approximately 150 million tonnes.

All waste rock from the Moore and Monte Negro pits will be hauled to the El Llagal tailings area, with potential acid generating waste being submerged in the tailings facility The total storage capacity
of the tailings storage facility will be for 450 million cubic metres of waste material (waste volume) resulting from storing 262 million tonnes of waste from the processing plant as well as 268 million tonnes of waste rock. The
methodology used by PVDC for pit limit determination, cut-off grade optimization, production sequence and scheduling, and estimation of equipment/manpower requirements is in line with good industry practice. However, the capacity of the tailings
storage facility could present an operational risk. All tailings and potential acid draining waste rock is stored in the Lower and Upper El Llagal tailings dams and the plant throughput is limited by the storage capacity of the tailings storage
facility. Any additional waste rock, tailings or unexpected water flowing in the tailings storage could compromise production rates, if only for a limited period of time.

The processing method requires a significant amount of slurry and lime derived from high quality limestone. The limestone tonnage required, with acceptable quality, has been located in the vicinity of the
Pueblo Viejo Project. Ground limestone and lime are required to neutralize acidic liquors and to control the pH in the carbon in leach circuit. The proposed limestone plant will include primary crushing and screening, grinding, calcining, and lime
slaking.

The processing rate and the nominal plant capacity is set at 24,000 tonnes per day. Commissioning of the four
autoclaves is scheduled to start in February 2012. There is a risk of not achieving the planned throughput of 24,000 tonnes per day in some years during the life of the mine, considering that the average sulphur grade of the reserves in the final
pit design exceeds 6.8% and the expected sulphur content decay could be slower than calculated. In the worst case scenario, the processing rate could drop to 22,000 tonnes per day. Pressure oxidation (autoclave) of the whole ore followed by
cyanidation of gold and silver in a carbon in leach circuit produced satisfactory results in test work and is the adopted processing methodology. The higher gold recovery and associated cash flow mitigate the high energy operating cost and the high
capital cost of the oxidation circuit.

Power requirements will be approximately 175 megawatts per day for the full production
rate. PVDC will supply power for permanent operations from a new power plant that it is building near San Pedro de Macoris on the south shore of the Dominican Republic. The output will be 215 megawatts. The plant will operate on heavy fuel oil and
will be connected to the mine by 110 kilometres of private transmission line that is being constructed by PVDC. The Hatillo and Hondo Reservoirs will supply fresh water to the site. Reclaimed water from tailing storage facilities will only be used
as a supplementary water supply under drought and flood situations. The potable water will be a treated system.



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Current forecast to completion capital costs are estimated to be $3.63 billion and first
production is expected to occur in mid-2012. The total operating cost is estimated to be approximately $14.0 billion over the mine life.

The economic criteria for the Pueblo Viejo Project are as follows:

Revenue:



| |  |  | Average 15.4 million tonnes per year mined from 2012 to 2029 in Monte Negro and Moore pits sent to process plant and stockpiles.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | 8.8 million tonnes per year process plant feed from 2012 to 2047.
| | - |  | -----------------------------------------------------------------



| |  |  | All ore to plant supplied from stockpiles after 2029.
| | - |  | -----------------------------------------------------



| |  |  | Average gold head grade of 2.64 grams per tonne and recovery of 92.1% for life of mine.
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | Average gold head grade of 4.30 grams per tonne between 2012 and 2019.
| | - |  | ----------------------------------------------------------------------



| |  |  | Average silver head grade of 16.6 grams per tonne and recovery of 87.6%.
| | - |  | ------------------------------------------------------------------------



| |  |  | Average head grade of 0.10% of copper and recovery of 79.4%.
| | - |  | ------------------------------------------------------------



| |  |  | For the life of mine, the gold price is $1,200 per ounce, silver is $20 per ounce, and copper is $2.75 per pound.
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | Revenue is recognized at the time of production.
| | - |  | ------------------------------------------------

Costs:



| |  |  | Mine life from 2012 through to 2047, including closure.
| | - |  | -------------------------------------------------------



| |  |  | Capital cost totals $5,730 million for the period 2012 to 2047, including $457 million to be committed before completion of construction and $1,367
million for sustaining capital.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Average operating cost over the mine life of $50.18 per tonne milled.
| | - |  | ---------------------------------------------------------------------



| |  |  | Royalty of 3.2% is payable to the Government of the Dominican Republic over revenues minus freight and refining charges.
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Net profit interest is 28.75% of net profits, payable to the Government of the Dominican Republic, which is charged after the Pueblo Viejo Project,
including the full cost of construction capital, has achieved a ten percent internal rate of return and the net profit interest is discounted to 2008 dollars at a ten percent discount rate.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Average cash cost (minus silver and copper revenue) of $467 per ounce gold.
| | - |  | ---------------------------------------------------------------------------



| |  |  | Average capital cost of $246 per ounce.
| | - |  | ---------------------------------------



| |  |  | Total production cost of $713 per ounce gold sold.
| | - |  | --------------------------------------------------

Considering the Pueblo Viejo Project on a stand-alone basis, excluding sunk cost of $3.17 billion, the undiscounted pre-tax cash flow totals $11.1 billion over the mine life. The annual cash flow is
positive in all years through the end of the mine production in 2041. The pre-tax net present value at a five percent discount rate starting in 2012 and excluding sunk cost is $4.1 billion and internal rate of return is 39%. Simple payback occurs in
the second quarter of 2015, or 34 months from the start of production.

If full capital expenditure of $3.63 billion for
construction is included, the cash flow drops to $7.3 billion, the pre-tax net present value at a five percent discount rate to $1.7 billion, the internal rate of return to 9.1% and payback occurs near the midpoint of 2022.

The net present value is most sensitive to changes in gold, silver and copper price/recovery followed by the operating and capital costs.

PVDC intends to meet compliance standards for water release from new mine development upon commencement of operations and
within five years of start of construction for previously disturbed areas. Monitoring will be undertaken at the site and the regional receiving environment during mine operations and into the post closure period. Water levels behind El Llegal Dam 1
and Dam 3 will be maintained at the lowest possible level at all times to provide sufficient storage for the calculated 200 year return period storm event. At El Llegal Dam 1 storage capacity will not be sufficient for the 200 year design storm
event until the seventh year.



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Acid rock drainage studies confirmed that historic mining and current acid rock drainage
generation within the mine site had severely impacted the surrounding area. The Mejita and Las Lagunas tailing storage facilities were constructed during previous mine operation and it is reported that uncontrolled seepage has occurred from these
impoundments since they were commissioned and that the geotechnical stability of the earth embankment dams and foundation suitability is questionable. Acting as agents for the government, PVDC is implementing an action plan to install infrastructure
for capturing acid rock drainage water and to reinforce the Mejita dam, and EnviroGold Limited is developing an operation for re-treating Las Lagunas tailings. PVDC will also build a water treatment plant larger than would otherwise be required for
mining operations. It is understood that the Las Lagunas project area would become the responsibility of the Dominican government on completion of the Pueblo Viejo Project and that no liability should fall to PVDC. However, because of the proximity
of the area to PVDCs operations and the uncertainty of the political and environmental environment in seven or more years time, there is some risk that PVDC may become involved. Any involvement should not represent a material risk to the
Pueblo Viejo Project.

PVDC plans to progressively reclaim the mine site as sections of the site become available.



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CERRO NEGRO PROJECT, ARGENTINA

The Cerro Negro Project is indirectly wholly-owned by Goldcorp. The Cerro Negro Project, located in southern Argentina, is an
advanced-stage development project containing several high-grade vein structures, including the Bajo Negro, the Eureka Vein, Mariana Central and Mariana Norte, San Marcos and the Vein Zone.

Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp and Sophie Bergeron, eng., Senior Mining Engineer, Goldcorp,
prepared a technical report in accordance with NI 43-101 entitled Cerro Negro Gold Project, Santa Cruz Province, Argentina, NI 43-101 Technical Report on Updated Feasibility Study dated April 5, 2011 (the Cerro Negro
Report). Maryse Belanger and Sophie Bergeron are each qualified persons under NI 43-101. The following description of the Cerro Negro Project has been summarized, in part, from the Cerro Negro Report and readers should consult the Cerro Negro
Report to obtain further particulars regarding the Cerro Negro Project. The Cerro Negro Report is available for review under Goldcorps profile on SEDAR at www.sedar.com.

All scientific and technical information in this summary relating to any updates to the Cerro Negro Project since the date of the Cerro
Negro Report, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the Cerro Negro Report.

Project Description and Location

The Cerro Negro Project contains
six known major mineralized zones, including Bajo Negro, the Eureka Vein, Mariana Central and Mariana Norte, San Marcos and the Vein Zone and is located about 345 kilometres by road southwest of Comodoro Rivadavia. The Cerro Negro Project is held in
the name of Oroplata S.A. (Oroplata), an indirectly wholly-owned subsidiary of Goldcorp, and consists of 10 mining leases (minas) totalling 21,548 hectares, and three exploration licence applications
(cateos), covering 5,338.8 hectares. A thin gap 20 metres wide by 3,000 metres long currently exists internal to the tenements and Goldcorp has initiated the process required to eliminate the gap. Tenure for minas is indefinite,
providing that annual payments are made in February and July each year. Until granted, there are no expiry dates for cateos.

The tenements lie on parts of five estancias (farms), respectively Cerro Negro, El Retiro, La Unión, Mariana and Los Tordos.
Goldcorp has access and occupation agreements with the owners of the Cerro Negro, El Retiro, La Unión and Los Tordos estancias in force allowing access to ground that is not controlled and allowing exploration activities to be conducted. From
2006 to 2010, Andean purchased the surface title to about 11,100 hectares of the Cerro Negro, Mariana and Los Tordos estancias that overlay deposits and adjacent prospects. Goldcorp is negotiating purchase of surface title of the La Unión and
El Retiro estancias.

Newcrest Mining Ltd. has a royalty of $1 million in the event that a proven ore reserve (as defined by
the Australasian Joint Ore Reserves Committee Code) of greater than one mega-ounce of gold is delineated and that the constructed plant has achieved 80% of its designed operating capacity for 10 consecutive days. A royalty of 3% will be payable to
the Province of Santa Cruz. In addition, there is a Provincial Sustainability Fund royalty of up to 1% net smelter return and a Municipality Fund royalty of 1% of net earnings.

Environmental liabilities are limited to those that would be expected to be associated with a project that is in the pre-development
phases, and includes an exploration decline and associated infrastructure, roads, and exploration drill pads. An environmental impact report has been lodged for the Cerro Negro Project and is updated annually. On December 13, 2010, the Santa
Cruz Province approved the environmental impact assessment for development and production, based on the 2010 feasibility study completed by Andean. In December 2011, the Cerro Negro Project received approval of an amended Environmental Impact
Assessment (EIA) by the Provincial authorities in Santa Cruz province. The approval of the amended EIA permits construction of the plant with throughput increased from 1,850 tonnes per day to 4,000 tonnes per day and the concurrent
mining of three veins: Eureka, Mariana Central and Mariana Norte. Goldcorp will need to obtain and maintain the appropriate permits under local, state and federal laws to allow mining operations. Goldcorp has ensured that the current exploration
activities are also appropriately permitted.



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Accessibility, Climate, Local Resources, Infrastructure and Physiography

Vehicle access to the Cerro Negro Project takes approximately 1.5 hours from Perito Moreno. Within the Cerro Negro Project, a network of
internal gravel roads services the various prospecting and exploration sites. Principal access to the Cerro Negro Project will be via the construction of a new road, approximately 45 kilometres in length from El Retiro to Highway 39, on land owned
by Goldcorp.

The Cerro Negro Project is located in the arid to semi-arid Patagonian Region of Argentina. The site is affected
by strong, persistent westerly winds, particularly in the warmer months and average annual temperature is 7.7 degrees Celsius. The average annual rainfall is 172 millimetres. It is expected that any planned mining activity will be able to be
conducted year-round. Exploration activities can occasionally be curtailed for short periods if exceptionally heavy snowfall occurs.

Power to all facilities is currently generated by three diesel generators. Two additional generators are currently being installed at the new Eureka substation which will provide all of Eurekas
surface and underground electricity requirements until connection to the grid is completed. Water for potable and industrial use at Eureka is supplied from a bore, located close to the Eureka portal. The water quality from the bore is to potable
standard and does not require any treatment other than filtration. The Cerro Negro Project has no formal settlements within its boundaries and the closest towns are Perito Moreno (population 4,200), located approximately 75 kilometres by road, and
Las Heras (population 12,206), located 215 kilometres by road, which can provide basic services. Most supplies and services are sourced from Caleta Olivia, Comodoro Rivadavia or Buenos Aires. There is an available workforce that requires training.
The updated feasibility study envisages a tailings storage facility, a sewage treatment works, heap leach pad areas and potential processing site plans. Power will be supplied from a grid connection and the Cerro Negro Project would have an
installed maximum power demand of 16 megawatts. Water supply to the process plant and infrastructure will be provided from six water bores located in the valley adjoining the plant site. Transport of doré will be through Comodoro Rivadavia
and Buenos Aires to the final refinery destination.

The Cerro Negro Project lies on the Deseado Massif. Topography is
generally gently rolling with a few deeply incised valleys. Elevations range between 300 metres above sea level and 600 metres above sea level. Low scrub bushes and grass that are typical of areas with a harsh climate and poor soils constitute the
vegetation in the area.

History

Gold mineralization was first recognized in the Cerro Negro Project area in 1992. Minera Newcrest Argentina S.A. (Newcrest) undertook a reconnaissance exploration program over the Deseado
Massif region in 1993, which identified mineralization at the Eureka, Mariana, El Retiro, and Las Margaritas and Vein Zone areas. Newcrest picked up an option over the Silica Cap prospect tenement and applied for additional ground to cover the
identified gold anomalous areas. Preliminary mapping and sampling of Vein Zone and Silica Cap were completed in 1994.

Newcrest completed geological mapping and sampling in 1995, which identified significant mineralization and identified several anomalous
zones. Pegasus Gold International Inc. (Pegasus) joint-ventured the Eureka-Mariana portion of the Newcrest tenure in 1996, and undertook 13 reverse circulation drill holes and conducting trenching at the San Marcos prospect. Due to
non-maintenance and Newcrest dropping its option on the Silica Cap claim, the resulting open ground was staked by MIM Argentina Exploraciones (MIM) in June 1995. Between 1995 and 1996, MIM completed rock-chip sampling of the Vein Zone
and Silica Cap prospects; dipole-dipole induced polarization and ground magnetic geophysical surveys; and property-wide geological mapping, rock and soil sampling, and trenching. A total of 17 reverse circulation drill holes were completed in the
areas.

In 1997, Newcrest and MIM entered a joint venture and completed geological mapping at the Eureka, Las Margaritas, and
Mariana Sur prospects; a soil geochemistry orientation study and mobile metal ion soil geochemistry survey; portable infrared mineral analyzer analysis of clay alteration minerals in samples from 11 reverse circulation holese; preliminary
metallurgical studies; trenching; ground magnetics and dipole-dipole induced polarization geophysical surveys; an airborne radiometric and aeromagnetic geophysical survey; and 13 core and 47



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reverse circulation holes. Newcrest withdrew from the joint venture in early 1999, and MIM gained 100% control of the Cerro Negro Project.

Oroplata optioned the Cerro Negro Project from MIM in 2000. Work completed from 2000 to 2003 comprised evaluation and ground checking of
Landsat and ASTER spectral anomalies; reconnaissance mapping and sampling; and 22 reverse circulation drill holes.

In
December 2003, Andean entered into an agreement with MIM to acquire a 51% interest in the Cerro Negro Project, and subsequently acquired a 100% interest through the acquisition of Oroplata Pty Ltd., the parent entity of Oroplata. Andean undertook
data validation, geological mapping, reconnaissance rock chip sampling, backhoe trenching, gradient-array resistivity, dipole-dipole resistivity, gradient-array chargeability, and ground magnetic surveys, petrographic and mineralogical descriptions,
and 591 reverse circulation and core drill holes, totalling 140,599 metres. Mineral Resource estimates were undertaken in each year from 2005 to 2010. A pre-feasibility study was completed in 2008, and a feasibility study was completed in 2010.

Since the acquisition of the Cerro Negro Project in 2010, Goldcorp has completed further drilling, which identified
significant additional mineralization at the San Marco and Marianas deposits. As a result, in April 2011 Goldcorp completed the Cerro Negro Report, an updated feasibility study, to incorporate this additional mineralization.

Geological Setting

Regional
Geology

The Cerro Negro Projects gold-silver veins are situated near the western margin of the Deseado Massif, a
60,000 square kilometre rigid crustal block in southern Argentina bounded to the north by the Río Deseado, to the south by the Río Chico, to the east by the Atlantic coast, and to the west by the Andean Cordillera.

Local Geology

The known
deposits and prospects at the Cerro Negro Project are distributed within and east of a volcanic-subvolcanic complex which is flanked and overlain by a series of rhyolite domes. The eruptive products of the rhyolite domes form an ignimbrite apron,
which post-mineral ignimbrites have preserved the epithermal systems, as well as lacustrine sediments, travertine, and sinter deposited at the Late Jurassic paleo-surface. Older ignimbrites that lie east of the volcanic-subvolcanic complex host
mineralization at Bajo Negro and Vein Zone. Structurally, the area shows a pattern of dominant northwest and subordinate east-west faults considered to form the margins of a series of pull-apart basins. Gold-silver veins are emplaced in both
east-west- and northwest-trending faults.

Property Geology

The deposits within the Cerro Negro Project are considered to be examples of low-sulfidation, epithermal gold-silver deposits. Low-sulphidation epithermal deposits are high-level hydrothermal systems,
which vary in crustal depths from depths of about one kilometre to surficial hot spring settings. Host rocks are extremely variable, ranging from volcanic rocks to sediments. Calc-alkaline andesitic compositions predominate as volcanic rock hosts,
but deposits can also occur in areas with bimodal volcanism and extensive subaerial ashflow deposits. A third, less common association is with alkalic intrusive rocks and shoshonitic volcanics. Clastic and epiclastic sediments in intra-volcanic
basins and structural depressions are the primary non-volcanic host rocks.

Mineralization in the near surface environment
takes place in hot spring systems, or the slightly deeper underlying hydrothermal conduits. At greater crustal depth, mineralization can occur above, or peripheral to, porphyry (and possibly skarn) mineralization. Hanging wall fractures in
mineralized structures are particularly favourable for high-grade mineralization. Deposits are typically zoned vertically over about a 250 metre to 350 metre interval, from a base metal-poor, gold and silver-rich top to a relatively silver-rich base
metal zone and an underlying base metal-rich zone grading at depth into a sparse base metal, pyritic zone. Silicification is the most



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common alteration type with multiple generations of quartz and chalcedony, which are typically accompanied by adularia and calcite.

Mineralization characteristically comprises pyrite, electrum, gold, silver, and argentite. Other minerals can include chalcopyrite,
sphalerite, galena, tetrahedrite, and silver sulphosalt and/or selenide minerals. In alkalic host rocks, tellurides, roscoelite and fluorite may be abundant, with lesser molybdenite as an accessory mineral.

Exploration

Exploration has been undertaken by Goldcorp, its precursor companies (gold exploration by Andean), or by contractors (geophysical
surveys). Exploration activities at the Cerro Negro Project have included geological mapping, core drilling, reverse circulation drilling, trenching, soil and sediment sampling, ground geophysical surveys, mineralization characterization studies and
metallurgical testing of samples. Petrographic studies and density measurements on the different lithologies have also been conducted.

Andean performed surface geological mapping from 2005 to 2008 over areas of veining to identify lithologies, areas of quartz veining, and visible sulphide mineralization. Mapping of the San Marcos area in
2009 used Quickbird imagery and hand-held GPS device. Mapping noted the distribution of mineralized quartz float and barren silicified boulders and attention was paid to the distribution of potential vein host rocks versus post-mineral cover.
Silicification and breccias were also noted and mapped.

During reconnaissance exploration from 2007 to 2010, a total of 289
rock chip samples were taken from areas of quartz outcrop resulting in the discovery of the Eureka West mineralization. In 2011, exploration activities focused on drilling the known mineralized areas.

Initial gradient-array resistivity, dipole-dipole resistivity, gradient-array chargeability, and ground magnetics surveys were performed
from 2005 to 2008 by Akubra Exploraciones and Argali Geofísica (Argali).

Geophysical surveys were carried
out by Argali from September to December 2009 covering the San Marcos prospect comprise ground magnetics, chargeability and gradient-array resistivity as part of a larger project that extended a previous magnetic survey and gradient array
resistivity surveys. The entire Argali survey comprised 1,419.3 line-kilometres of ground magnetics and 788 line-kilometres of gradient array. Both surveys were run on north-south grid lines, pegged by the geophysical contractor, spaced 50 metres
apart. Ground-magnetic measurements extended the previous coverage of the Eureka area to the north and west. The most conspicuous feature is a west-northwest-trending lineament which coincides with the southern breccia vein at San Marcos. The
lineament can be traced for at least 3 kilometres west-northwest and eight kilometres east-southeast of San Marcos and is clearly a major fault. There are a number of west- to west-northwest-trending resistivity anomalies in a
west-northwest-trending zone of generally low resistivity whose southern limit is the magnetic lineament. There is abundant unoxidized pyrite associated with the Mariana Norte and Mariana Central veins, and perhaps for this reason, there are strong
gradient-array chargeability anomalies associated with the deposits.

During 2005, 10 north-trending trenches totalling 745
metres were excavated at Vein Zone, and one trench totalling 212 metres was excavated at Bajo Negro. Additional trenching was undertaken in 2006 and 2007, including excavation and sampling of five backhoe trenches at the western end of the Eureka
vein system to expose the Eureka West vein. Andean excavated six backhoe trenches at Bajo Negro in 2008. Two trenches were designed to investigate a resistivity feature east of the known vein, and the other four were used to explore the area to the
northwest and southeast of the outcrops.

In 2009, Andean excavated three backhoe trenches south of the silicified ridge at
Mariana that contains most of the anomalous vein quartz float. The trenches exposed highly brecciated andesite and some quartz fragments but no in situ veins.



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Mineralization

Vein systems at Vein Zone, Eureka, Bajo Negro, San Marcos, Mariana Sur, and Mariana Central strike northwest to west-northwest, but Vein Zone and Eureka also have some east-trending segments. Vein
mineralogy is dependent on the location of veins relative to the Eureka Volcanic-Subvolcanic Complex. Veins in the complex contain significant silver as well as gold, and the Eureka veins also contain abundant adularia and ginguro-style sulphides.
Veins outside the dome and hosted by the ignimbrite contain low silver grades, coarse pyrite rather than ginguro sulphides, and lack macroscopic adularia or carbonate in the gangue.

The Bajo Negro vein is a single structure consisting of chalcedonic to crystalline quartz plus well-crystallized pyrite or (more
commonly) iron oxide after pyrite. Free gold, some of it probably supergene, is commonly visible. Bladed quartz replacing carbonate is present in most drill intersections of the vein. The vein is deeply weathered and contains supergene (and probably
hypogene) kaolinite and hematite throughout. Much of the vein is brecciated and cemented with jasperoid (silica plus iron oxide). To date, the Bajo Negro vein has been defined by drilling over a strike length of almost 1,200 metres, with an average
true width of 3.9 metres and a known vertical extent of up to 300 metres.

In the Vein Zone, gold is associated with oxidized
pyrite and manganese oxide along with hematite-goethite, minor sphalerite, kaolinite, illite, and adularia. Arsenic, manganese, and barium are locally anomalous. Platy quartz that is a pseudomorph of carbonate, colloform banding, and open or
clay-filled vugs accompanies the gold. The mineralization occurs within an extensive envelope of kaolinitic alteration that changes sharply to sericitic alteration in the footwall. The Vein Zone as presently defined is almost 500 metres long, occurs
over a vertical extent close to 400 metres and, excluding the footwall vein, is up to 80 metres thick.

Eureka vein textures
are typical of low-sulphidation epithermal systems and include colloform and crustiform banding, cockade, and manganese/iron-oxide matrix breccias. At deeper levels, especially in the principal vein, delicate alternating colloform bands of quartz
and adularia are developed, and bonanza gold-silver grades are associated with dark, fine-grained ginguro sulphide bands. Both native gold and native silver appear especially abundant in dark quartz veinlets or on their margins. Oxidation and a
possible post-mineralization phase of hypogene oxidation or deep surficial oxidation have remobilized the silver. Better grade mineralization has a strike extent of about 1,500 metres and the entire mineralized zone, including stockwork and vein
material, can reach 100 metres in width. However, the economic widths are much less, ranging up to 20 metres and averaging five metres.

The mineralized east-trending vein at San Marcos is a braided system dominated by two primary veins, along with two separate sub-parallel veins and a hanging wall split. The two primary veins are more
persistent and predictable than the subsidiary veins. A hanging wall vein split intersects the primary vein at an angle of about 40 degrees dipping near vertically and then rolling over and dipping south-southwest, opposite of the main vein. While
this hanging wall split forms a relatively well-defined structure, it carries very little gold. There is quartz-veined stockwork silicified wall rock material, but it is only weakly mineralized. The main hanging wall and footwall veins strike
east-west and are defined over a strike length of 750 metres. These veins, and the subsidiary hanging wall and footwall veins, dip vertically and occasionally as shallow as 80 degrees. The main hanging wall vein, which is on the north side, averages
1.8 metres thick and has a maximum thickness of ten metres; the main footwall vein, which is on the south side, averages 2.3 metres thick and has a maximum thickness of 11 metres. Holes drilled by Andean have intersected clean white quartz veins
with abundant coarsely crystalline pyrite, vein breccias, and some black banding. No detailed studies of the San Marcos mineralization have been made to date.

Mariana Central is made up of a main vein, a hanging wall split that separates from the main vein near the east end of the deposit and then rejoins the main vein 300 metres farther to the west-northwest,
and a separate, roughly parallel, secondary hanging wall vein that occurs about 100 metres into the hanging wall of the main and hanging wall split veins. All of the defined veins have small, discontinuous sub-parallel veins. The main vein strikes
west-northwest at about 305 degrees and dips rather consistently at about 65 degrees to the north. Overall dimensions of the main vein are 800 metres long by 300 metres high by an average of over five metres thick, reaching a maximum modeled
thickness of 19 metres. The Mariana Central vein system has undergone a series of mineralizing events commencing with barren carbonate and culminating in major Gold-Silver deposition.



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Mariana Norte is made up of a main vein, often with an adjacent sub-parallel footwall vein.
A hanging wall split separates from the main vein near the east end of the deposit at an angle of about 20 degrees. This hanging wall split dips very steeply northeast at over 80 degrees. The main vein strikes west-northwest at about 280 degrees and
dips rather consistently at about 60 degrees to the north. Overall dimensions of the main vein are 700 metres long by 400 metres high averaging 3.5 metres wide; the widest part of the vein is approximately 10.2 metres.

The Mariana mineralization is unoxidized and contains abundant pyrite, some of which is well crystallized, and other sulphides.
Fine-grained black sulphides and sulphosalts are present especially at Mariana Central. Ginguro banding is also present but is not as abundant as at Eureka, and colloform-banded and apparent ginguro-textured quartz float is abundant on the surface.

Drilling

Drilling completed between 1996 and 2010 comprises 307 reverse circulation drill holes totalling 87,959 metres and 569 core drill holes totalling 132,449.6 metres for a total of 876 drill holes and
220,409.45 metres. In 2011, Goldcorp completed an aggressive exploration program at the Cerro Negro Project with total core drilling of 140,202 metres. The primary focus of the exploration activity was the infill drilling and expansion of the
Mariana Central, Mariana Norte and San Marcos veins. These efforts resulted in significant extensions in the strike length of all three veins and demonstrated the continued emergence of the adjacent San Marcos Sur deposit. At Eureka, the first vein
to reach production, preliminary definition drilling is successfully confirming the current reserve and resource model. In addition, two new veins have been discovered south and east of the Mariana Central vein, highlighting the strong regional
potential of the overall Cerro Negro land package.

From 2009, the surveyor has been an employee of Andean. Andeans
surveyor reports collar locations to the nearest millimetre using a differential GPS unit. Andean completed down-hole surveys using a gyroscopic system for holes drilled since September 2008. The drill hole deviation is determined after completion
of the hole as the drill string is removed. Down-hole surveys were taken, as of 2008, on increments of 10 metres and 30 metres. Recoveries were estimated by comparing the weight of sample with the theoretical sample weight for the hole-size assuming
a specific gravity of 2.35 grams per cubic centimetre.

Drilling on Vein Zone encountered difficulties with recoveries in the
mineralized intervals with both the reverse circulation and core methods, but core drilling on balance provided better recoveries. Difficult drilling conditions resulted in poor diamond core recoveries in early stages of Andeans core drilling.
Densely veined intervals appeared to have particularly poor recoveries; however, there was no clear correlation of poor recovery with either increased or decreased grade.

Sampling and Analysis

All reverse circulation holes drilled by
Andean have been sampled every metre, with the exception of the first hole drilled at Vein Zone which was sampled every two metres. The primary samples are organized, and drill-rig duplicates and blanks are inserted into the sample stream in
consecutive numbers so that the analytical laboratory is unaware of these samples. Andean also places a dummy sample in the sample stream as a placeholder for the to-be-inserted pulp standards after sample preparation, including
pulverizing, is completed. One of each blank, standard, and duplicate sample is inserted per approximately 71 samples. Goldcorp uses similar procedures to Andean.

Specific impact of core drilling versus reverse circulation drilling for the Vein Zone and Eureka deposits indicated that the reverse circulation drilling samples are, on average, lower than the core
drilling samples. Mine Development Associates (MDA) note that there is a relationship between core recovery and grade at Vein Zone which imparts some uncertainty for those samples, but does not necessarily mean there is a bias put into
the samples. Subsequent to the development drilling at Eureka, development drilling has been entirely by core methods, and MDA has placed no qualifications on the sample quality at Bajo Negro, Mariana Central, Mariana Norte, and San Marcos. Those
samples deemed by MDA to be questionable or in doubt, were excluded from use in Mineral Resource estimation.



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Andean drill core is transferred to the core shack at the exploration camp where it is laid
out and washed by a technician. The core recovery and rock quality designation are measured between wood blocks. The core is then marked up in one metre intervals taking core recovery into account. The geologist marks the core with a line for
splitting using a diamond rock saw for core samples of the vein and a hydraulic splitter for the remainder of the holes, producing a sample of one kilogram to 3.5 kilograms. Core samples collected for analysis are typically one metre in length, but
range from 20 centimetres to three metres. Bagged core samples are laid out in an orderly fashion, and then standard, blank, and duplicate samples are inserted in the sample stream.

The drill hole assay intervals include areas of non-mineralized and very low grade mineralization, and confirm that sampling is
representative of the copper, gold, and silver grades in the deposit, reflecting areas of higher and lower grades.

Bulk
density is routinely determined by Alex Stewart Argentina S.A. on behalf of Andean on a batch basis using small pieces of drill core or half-core, previously oven-dried in the sample preparation laboratory. To calculate the bulk density, the sample
is briefly immersed in melted paraffin wax so as to give a thin uniform wax coating. It is then weighed in the air and in water. From time to time, checks are made by measuring the volume of water displaced by the sample and deriving bulk density by
the ratio of weight to volume. For the Bajo Negro Mineral Resource estimate, Andean did its own measurements of specific gravity, on the site, using a conventional water-immersion method on pieces of drill core. The weight of the wax is taken into
account when calculating the specific gravity.

MDA observed Andeans technicians doing the specific gravity measurements
and checked the calculation procedure. No procedural deficiencies were noted. The method used for specific gravity measurements has one deficiency; it cannot account for large vugs on the outsides of the specimens, if those vugs do not completely
fill with wax. Such large vugs exist in the mineralized quartz veins at Eureka, and somewhat less commonly at Bajo Negro. For the 2009 Mineral Resource estimates, MDA made an adjustment to compensate for this and to account for unavoidable sample
selection biases. During 2010, Andean adopted a dry volumetric measurement method, at MDAs suggestion.

Current QA/QC
practices include insertion of blanks, sample duplicates, and on-site and commercially available standards to check for contamination in crushing of the sample, cross contamination within the laboratory, assay precision, and accuracy. Each drill
shift has a QA/QC person that attends to the sample analysis. One of these geologists is the QA/QC manager and is responsible for tracking and updating the assay results and database. Limits are set for the QA/QC standard samples to fall within an
acceptable range, a warning range and a failure category. The acceptable range for blank samples is set at six times the detection limit of the element in question. All failures are reported to the assay lab, and the manager and lab work together to
find a reason for the discrepancy. Often this results in a re-assay of the standard and samples which are adjacent to it. The original assays are entered into the database. Duplicate samples do not have a failure limit as all assays are accepted.
The difference in duplicate assays indicates the precision level of the laboratory analysis and/or can point towards issues such as a nugget problem. Insertion of QA/QC samples is by an Andean contract employee prior to the pulps being
forwarded to Santiago, Chile for analysis. This insertion is done with all efforts for the sample to be blind. All QA/QC samples are tracked and results reported on a monthly and year-end basis.

MDA completed a number of data checks in support of database validation during 2010 and 2011. For collar checks, MDA used a hand-held GPS
to check the locations of 58 drill-hole collars. Given the constraints of a hand-held instrument, no collar errors were noted. Digital data files were compared to the collar locations in Andeans project database. This check indicated that the
locations and collar orientations of the drill holes in the project database are those obtained by the surveyors. For down-hole surveys, MDAs check of the gyroscopic down-hole surveys in the project database consisted of comparing the original
files to the data in the database. No issues were discovered using this method. For geological data, no formal checks were made, but as MDA performed geological modeling from the drill logs. For analytical data, MDA obtained all new assay data
directly. This made it possible for MDA to compile, independently of Andean, an assay table for all of the deposits at the Cerro Negro Project. MDA compared the data in its assay table to the equivalent data in Andeans assay table. The
database was considered to be clean and able to support Mineral Resource estimation. For density data, while at the project site during January 2010, MDA observed Andeans technicians performance of specific gravity measurements and
checked the calculation procedure. No procedural deficiencies were noted.



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Core from mineralized zones, as well as the adjacent ten metre or more of stockwork and
unmineralized wall rock, was visually inspected by MDA for independent sampling. Nineteen specific samples were chosen by MDA without consulting Andean from multiple, broadly-spaced drill holes to represent a variety of grade ranges, including
unmineralized material, and consecutive high- and low-grade samples were commonly chosen from the same drill hole. Samples were split by Andean staff under MDA supervision, and the resulting samples delivered by MDA to the Acme preparation facility,
where the standard Andean preparation protocols were followed. The Acme Laboratories (Acme) check assays compared well with the originals. MDA also performed QA/QC checks, including inserting standards, checking blanks and checking
assays and duplicates.

Security of Samples

All preparation and handling of samples at the Cerro Negro Project is done by Goldcorp employees, and prior to that, was performed by Andean employees. Once the drill samples have been collected, they are
brought to a secure area next to the core shack and placed in steel-wire-reinforced plastic bins that are held on-site until a sufficient number of samples have been collected for a shipment. Once the bins are filled, usually weekly, a private
trucking company is called to come to site and transport the samples directly to the Acme preparation laboratory in Mendoza, Argentina. The plastic bins are covered with an impermeable tarpaulin that is only removed upon arrival to the laboratory,
and during this two-day drive, no other cargo is loaded on top of the truck. Acme personnel unload the samples and put them in the queue for preparation. Any sample number errors or missing samples are reported, and no work is performed until the
problem is resolved.

Once delivered, the samples are under Acmes control until the preparation of the pulps is
completed. Then, an individual hired by Andean through a temporary work company takes custody of the pulps and inserts the standards and blanks into the sample pulp sequence according to instructions that have been emailed. After this, the pulps are
returned to Acme, who takes responsibility for shipping them to Santiago, Chile.

Andean retained a small washed split of each
reverse circulation sample interval, which is stored in a reverse circulation chip tray. The coarse and fine rejects (pulps) from Acme are returned on a regular basis and are stored in Cerro Negro Project sample storage sheds. Half core is retained
in core trays and stored on site.

Mineral Reserve and Mineral Resource Estimates

The following table sets forth the estimated Mineral Reserves for the Cerro Negro Project as of December 31, 2011:

Proven and Probable Mineral Reserves (1)(2)(3)(4)



|                  |  |            |       |  |                  |  |       |                  |  |  |                     |  |  |                     |      |  |  |  |       | 
|----------------- |  | ---------- | ----- |  | ---------------- |  | ----- | ---------------- |  |  | ------------------- |  |  | ------------------- | ---- |  |  |  | ----- | 
|                  |  |            |       |  | Grade            |  |       | Contained Metal  | 
|Category          |  | Tonnes     |       |  | Gold             |  |       | Silver           |  |  | Gold                |  |  | Silver              |     
|                  |  | (millions) |       |  | (grams pertonne) |  |       | (grams pertonne) |  |  | (millions ofounces) |  |  | (millions ofounces) |     
|Proven            |  |            |      |  |                  |  |      |                  |  |  |                    |  |  |                     |     |  |  |  |      | 
|Probable          |  |            | 13.87 |  |                  |  | 10.18 |                  |  |  | 86.93               |  |  |                     | 4.54 |  |  |  | 38.78 | 
|Proven + Probable |  |            | 13.87 |  |                  |  | 10.18 |                  |  |  | 86.93               |  |  |                     | 4.54 |  |  |  | 38.78 | 



|(1) | The Mineral Reserves for the Cerro Negro Project set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical
Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on a gold price of $1,200 per ounce and a silver price of $20 per ounce.
|--- | ------------------------------------------------------------------------------

|(3) | The estimated metallurgical recovery rate is 90% for gold and 65% to 85% for silver.
|--- | ------------------------------------------------------------------------------------

|(4) | Numbers may not add up due to rounding.
|--- | ---------------------------------------



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The following table sets forth the estimated Mineral Resources for the Cerro Negro Project
as of December 31, 2011:

Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)

(excluding Proven and Probable Mineral Reserves)



|                     |  |           |      |  |                  |  |      |                  |  |  |                     |  |  |                     |      |  |  |  |      | 
|-------------------- |  | --------- | ---- |  | ---------------- |  | ---- | ---------------- |  |  | ------------------- |  |  | ------------------- | ---- |  |  |  | ---- | 
|                     |  |           |      |  | Grade            |  |      | Contained Metal  | 
|Category             |  | Tonnes    |      |  | Gold             |  |      | Silver           |  |  | Gold                |  |  | Silver              |     
|                     |  | (million) |      |  | (grams pertonne) |  |      | (grams pertonne) |  |  | (millions ofounces) |  |  | (millions ofounces) |     
|Measured             |  |           |     |  |                  |  |     |                  |  |  |                    |  |  |                     |     |  |  |  |     | 
|Indicated            |  |           | 5.24 |  |                  |  | 3.26 |                  |  |  | 18.45               |  |  |                     | 0.55 |  |  |  | 3.11 | 
|Measured + Indicated |  |           | 5.24 |  |                  |  | 3.26 |                  |  |  | 18.45               |  |  |                     | 0.55 |  |  |  | 3.11 | 
|Inferred             |  |           | 4.56 |  |                  |  | 7.12 |                  |  |  | 35.11               |  |  |                     | 1.04 |  |  |  | 5.15 | 



|(1) | The Mineral Resources for the Cerro Negro Project set out in the table above have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical
Services, Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on a gold price of $1,350 per ounce and a silver price of $24 per ounce.
|--- | ------------------------------------------------------------------------------

|(3) | The cut-off grade for Vein Zone is 0.5 grams per tonne of gold equivalent. The cut-off grade for the underground deposits is 3.0 grams per tonne of gold equivalent.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Mineral Resources are exclusive of Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated
economic viability.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Numbers may not add up due to rounding.
|--- | ---------------------------------------

Mining Operations

A transverse stoping method with backfill was selected to develop the underground Eureka and Bajo Negro veins to suit the ore-body
geometry and rock quality. In narrow zones, longitudinal stopes will be used to maximize recovery of the ore-body. The high grade Eureka ore-body will be developed as an underground mine and processed first, followed in turn by the underground mines
of Mariana, San Marcos, Bajo Negro and the open pit Vein Zone ore-bodies. The plant will begin operations in mid 2013 and will process 4,000 metric tonnes per day. During the twelve-year mine life, 4.13 million ounces of gold and
29.35 million ounces of silver metal will be produced. The mining will be undertaken from concurrent underground operations utilizing standard underground mining equipment.

Vein Zone will be mined by an open pit method using standard drilling, blasting, loading and hauling operations. A longitudinal long-hold
stoping retreat mining method is proposed for Mariana Central, Mariana Norte and San Marcos veins, and the mining equipment, load rates, water management and pumping, ventilation and safety design will be similar to that planned for Eureka.

The plant feed will be initially from Eureka, then from Mariana Norte and Mariana Central, and then in parallel from San
Marcos, Bajo Negro and Vein Zone. The plant has been designed for a total throughput of approximately 1,460,000 tonnes per annum. The mine plan includes maintaining a stockpile of ore on the run-of-mine pad near the crusher.

It is expected production will commence from Eureka during 2012 with Mariana Norte scheduled to begin production in early 2013, and
Mariana Central in late 2013. San Marcos production will commence in late 2016. Bajo Negro and Vein Zone production is scheduled to commence in 2018 and 2019 respectively.

Waste storage has been designed for Eureka, Baja Negro, Mariana Norte, Mariana Central, San Marcos. During backfilling, the waste stockpiles will be totally consumed. Waste from Vein Zones life of
mine will be stored in a single waste dump. To avoid water contamination, the exact location of the waste and ore storage for San Marcos, Mariana Norte and Mariana Central will be determined at the completion of the hydrogeology study results.
Environmental liabilities are limited to those that would be expected to be associated with a project that is in pre-development, including an exploration decline and associated infrastructure, roads, and exploration drill pads. Goldcorp is not
aware of any significant environmental, social or permitting issues that would prevent continued exploitation of the Cerro Negro Project deposits.



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Capital costs are estimated to total $749 million to first production in mid-2013. This
amount includes approximately $500 million of direct costs for the expanded mining, process facilities and infrastructure, with the remainder in indirect costs including engineering, procurement and contract management (EPCM) costs, owners
costs and contingency. Operating costs in the first five years of operation will average less than $200 per ounce of gold. The expected life of mine is 12 years.

Metallurgical test work has shown that the mineralization is amenable to being processed using conventional technologies, and acceptable recoveries were returned. Metallurgical test work completed on the
Cerro Negro Project has been appropriate to establish process routes that are applicable to the mineralization types and was performed on samples that were representative of the mineralization. The metallurgical process route proposed uses
conventional technology. The process plant and associated service facilities will process run-of-mine ore delivered to the primary crusher. The process encompasses crushing and grinding of the run-of-mine ore, leaching, counter-current decantation,
solution clarification, zinc precipitation and smelting to produce gold/silver bars that are shipped to a refinery for further processing. The counter-current decantation tailings will be filtered and washed to recover cyanide prior to being
re-pulped and pumped to the tailings storage facility.

The Cerro Negro Project will produce and sell a gold and silver
doré to generate revenue. The doré will be sold to a refinery for separation into gold and silver bullion. Sales contracts expected at precious metal spot prices fixed by the London Metals Exchange may be entered into with refiners and
are expected to be typical of and consistent with standard industry practice and are similar to contracts for the supply of doré elsewhere in the world.

At the net present value discount rate of 5%, the payback period estimated in the 2011 feasibility study is 5.3 years.

The Argentinean income tax rate for a corporation is set at 35%. There is also an export tax on gold doré which is 5%. The general rate for value added tax is 21%.

Exploration and Development

Significant exploration potential remains within the Cerro Negro Project. All of the deposits are open at depth, and the investigation of the vein systems within the Cerro Negro Project is likely to
identify additional mineralization.

Construction of the underground decline into the Eureka deposit progressed successfully
throughout 2011. Construction and development of Mariana Central and Mariana Norte commenced in December after receipt of the approvals for the amended EIA. Initial surface excavations of the mine portals for ramp development commenced with earth
works while blasting of rock to begin the new ramps into Mariana Central and Mariana Norte is expected to begin in early 2012.

Overall underground development activities at Eureka continue to accelerate as the workforce grows with the corresponding camp expansion.
Development is materially in line with the schedule to see ore production from the Eureka veins mined and stockpiled on surface in 2012. The total underground development at Eureka at the end of 2011 is at 3,228 metres, which includes advancement of
the decline to a length of 1,623 metres (total planned decline length is approximately 3,900 metres). Total Eureka development in 2011 was approximately 2,552 metres, with 1,028 metres in the fourth quarter. The Eureka decline has reached beyond the
450 metre level, an important horizon that will facilitate the commencement of bottom up mining of the top half of the deposit beginning in 2012.

The underground development and construction of the processing plant are both on track for planned initial production in mid-2013.



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RISK FACTORS

The operations of the Corporation are speculative due to the high-risk nature of its business which is the acquisition, financing, exploration, development and operation of mining properties. These risk
factors could materially affect the Corporations future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Corporation.

Exploration, Development and Operating Risk

Mining operations generally involve a high degree of risk. Goldcorps operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of
gold, silver, copper, lead and zinc including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage
to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Mining and milling operations are subject to hazards such as equipment failure or failure of retaining dams
around tailings disposal areas which may result in environmental pollution and consequent liability. Although appropriate precautions to mitigate these risks are taken, these risks cannot be eliminated.

Although Goldcorps activities are primarily directed towards mining operations, its activities also include the exploration for and
development of mineral deposits. Discovery or acquisition of new mineral deposits is necessary to replace Mineral Reserves that are mined by operations. Development of new mineral deposits is necessary to sustain and to grow the Corporations
future operations. There is no certainty that the expenditures made by Goldcorp towards the search for, evaluation of, and development into commercial production of mineral deposits will be successful.

The exploration for and development of mineral deposits also involves significant risks. While the discovery of an ore body may result in
substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses are typically required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and
processing facilities at a particular site. It is difficult to ensure that the exploration or development programs planned by Goldcorp or any of its joint venture partners will result in a profitable commercial mining operation.

In particular, Goldcorp remains focused on advancing its suite of high quality gold projects as part of its five-year growth profile.
However, the Corporations ability to maintain, or increase, its annual production of gold, silver, copper, lead, and zinc depends in significant part on its ability to bring these projects into production and to expand existing mines. Although
the Corporation utilizes the operating history of its existing mines to derive estimates of future operating costs and capital requirements, such estimates may differ materially from actual operating results at new mines or at expansions of existing
mines.

Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other
things, the interpretation of geological data obtained from drill holes and other sampling techniques; feasibility studies (which include estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed);
the particular attributes of the deposit, such as size, grade and metallurgy; expected recovery rates of metals from the ore; proximity to infrastructure and labour; the cost of water and power; anticipated climatic conditions; cyclical metal
prices; fluctuations in inflation and currency exchange rates; higher input commodity and labour costs; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. Some of the Corporations development projects are also subject to the successful completion of final feasibility studies, issuance of necessary permits and other governmental approvals and receipt of
adequate financing. The exact effect of these factors cannot be accurately predicted, but the combination of any of these factors may adversely affect Goldcorps business.

Although the Corporations feasibility studies are generally completed with the Corporations knowledge of the operating
history of similar ore bodies in the region, the actual operating results of its development projects



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may differ materially from those anticipated, and uncertainties related to operations are even greater in the case of development projects. Future development activities may not result in the
expansion or replacement of current production with new production, or one or more of these new projects may be less profitable than currently anticipated or may not be profitable at all, any of which could have a material adverse effect on our
results of operations and financial position.

Commodity Prices

The price of the Common Shares, Goldcorps financial results and exploration, and the Corporations development and mining
activities in the future may be materially adversely affected by declines in the price of gold, silver, copper, lead and zinc. Gold, silver, copper, lead and zinc prices fluctuate widely and are affected by numerous factors beyond Goldcorps
control, such as the sale or purchase of metals by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and
regional supply and demand, and the political and economic conditions of major metals-producing and metals-consuming countries throughout the world. The prices of gold, silver, copper, lead and zinc have fluctuated widely in recent years, and future
price declines could cause continued development of and commercial production from Goldcorps properties to be uneconomic. Depending on the price of gold, silver, copper, lead and zinc, cash flow from mining operations may not be sufficient and
Goldcorp could be forced to discontinue production and may lose its interest in, or may be forced to sell, some of its properties. Future production from Goldcorps mining properties is dependent on gold, silver, copper, lead and zinc prices
that are adequate to make these properties economically viable.

Furthermore, reserve calculations and life-of-mine plans
using significantly lower gold, silver, copper, lead and zinc prices could result in material write-downs of Goldcorps investment in mining properties and increased amortization, reclamation and closure charges.

In addition to adversely affecting Goldcorps reserve estimates and its financial condition, declining commodity prices can impact
operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is
ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

Need for Additional Mineral Reserves and Mineral Resources

Goldcorp
must continually explore to replace and expand its Mineral Reserves and Mineral Resources as its mines produce gold, silver, copper, lead and zinc. Goldcorps ability to maintain or increase its annual production of gold, silver, copper, lead
and zinc depends in significant part on its ability to find new Mineral Reserves and Mineral Resources, to bring new mines into production, and to expand Mineral Reserves and Mineral Resources at existing mines. There is no assurance that Goldcorp
will be able to maintain or increase its annual production, bring new mines into production or expand the Mineral Reserves and Mineral Resources at its existing mines.

Capital Cost and Operational Cost Estimates

Goldcorp prepares budgets and estimates
of cash costs and capital costs of production for each of its operations and its main costs relate to material costs, personnel and contractor costs, and energy costs. However, despite Goldcorps best efforts to budget and estimate such costs,
as a result of the substantial expenditures involved in the development of mineral projects and the fluctuation of costs over time, development projects may be prone to material cost overruns. Goldcorps actual costs may vary from estimates for
a variety of reasons, including: short-term operating factors; revisions to mine plans; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods, and earthquakes; and unexpected
labour shortages or strikes. Operational costs may also be affected by a variety of factors, including: changing waste-to-ore ratios, ore grade metallurgy, labour costs, the cost of commodities, general inflationary pressures and currency exchange
rates. Many of these factors are beyond Goldcorps control. Failure to achieve estimates or material increases in costs could have an adverse impact on Goldcorps future cash flows, business, results of operations and financial condition.



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Furthermore, delays in the construction and commissioning of mining projects or other
technical difficulties may result in even further capital expenditures being required. Any delay in the development of a project or cost overruns or operational difficulties once the project is fully developed may have a material adverse effect on
Goldcorps business, results of operations and financial condition.

Foreign Operations

The majority of Goldcorps foreign operations are currently conducted in Mexico, Guatemala, Argentina, the Dominican Republic, Chile
and the United States, and as such Goldcorps operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to,
terrorism; hostage taking; military repression; expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; renegotiation or nullification of existing concessions,
licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding
of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Changes, if any, in mining or investment policies or shifts in political attitude in these jurisdictions may adversely affect Goldcorps operations or profitability. Operations may be affected in
varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims,
environmental legislation, land use, land claims of local people, water use and mine safety.

Failure to comply strictly with
applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners
with carried or other interests.

Risk factors specific to certain jurisdictions are described separately. See Economic
and Political Instability in Guatemala, Economic and Political Instability in Argentina and Security in Mexico. The occurrence of the various factors and uncertainties related to the economic and political risks of
operating in foreign jurisdictions cannot be accurately predicted and could have a material adverse effect on Goldcorps operations or profitability.

Resource Nationalism

As governments continue to struggle with deficits and concerns
over the effects of depressed economies, the continuing strength in commodity prices has resulted in the mining and metals sector being targeted to raise revenue. Governments are continually assessing the fiscal terms of the economic rent for a
mining company to exploit resources in their countries. Numerous countries, including Argentina, Australia, Brazil, Chile, Guatemala and Venezuela, have recently introduced changes to their respective mining regimes that reflect increased government
control or participation in the mining sector, including, but not limited to, changes of law affecting foreign ownership and take-overs, mandatory government participation, taxation and royalties, working conditions, rates of exchange, exchange
control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, as well as requirements for employment of local staff or contractors or other benefits to be provided to local residents.

The Corporation believes that the countries in which it operates are relatively stable for foreign investment. However, the recent occurrence
of these mining regime changes in both developed and developing countries adds uncertainties that cannot be accurately predicted and any future material adverse changes in government policies or legislation in the jurisdictions in which Goldcorp
operates that affect foreign ownership, mineral exploration, development or mining activities, may affect the viability and profitability of the Corporation.



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Government Regulation

The mining, processing, development and mineral exploration activities of Goldcorp are subject to various laws governing prospecting,
development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Although Goldcorps mining and processing operations and exploration
and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in
a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a material adverse impact on
Goldcorp. In addition, changes to laws regarding mining royalties or taxes, or other elements of a countrys fiscal regime, may adversely affect Goldcorps costs of operations and financial results. See Resource Nationalism
above.

Availability of Supplies

As with other mining companies, certain raw materials and supplies used in connection with Goldcorps operations are obtained from a sole or limited group of suppliers (including, for example, truck
tires and sodium cyanide). Due to an increase in activity in the global mining sector, there has been an increase in global demand for such resources and a decrease in the suppliers inventory which, at times, has caused unanticipated cost
increases, an inability to obtain adequate supplies and delays in delivery times, thereby impacting operating costs, capital expenditures and production schedules. Although Goldcorp makes efforts to ensure that there are contingency plans in place
in the event of a shortfall of supply, if a supplier is unable to adequately meet Goldcorps requirements over a significant period of time and Goldcorp is unable to source an alternate third party supplier on reasonable commercial terms, this
could have a material adverse effect on Goldcorps business, results of operations and financial condition.

Availability of Key
Executives and Other Personnel

Goldcorp is dependent on the services of key executives, including, among others, its
President and Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. The success of Goldcorps operations is also dependent on its highly skilled and experienced workforce. Given the recent increase of activity in the
mining sector, there is currently a global shortage of, and increased competition over, highly skilled experienced workers (in addition to increased labour costs). In part this competition arises from the lower number of new workers entering the
mining industry during the industry downturn in the late 1990s and early 2000s. In addition, the development of new mines in geographic areas without an established mining industry requires training of inexperienced workers to staff
these new mines. Although Goldcorp places a high priority on hiring and retaining key talent, as well as embracing technology that diminishes the impact of workplace shortages, the loss of these persons or Goldcorps inability to attract and
retain additional highly skilled employees may adversely affect its business and future operations.

Current Global Financial Condition

Market events and conditions, including the disruptions in the international credit markets and other financial
systems, the deterioration of global economic conditions in 2008 and 2009 and, more recently, in Europe, along with political instability in the Middle East and political inertia in the United States, have caused significant volatility to commodity
prices. These conditions have also caused a loss of confidence in the broader United States, European and global credit and financial markets and resulting in the collapse, of, and government intervention in, major banks, financial institutions and
insurers and creating a climate of greater volatility, less liquidity, widening credit spreads, less price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the
general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions caused the broader credit markets to further deteriorate and stock markets to decline substantially. These events are
illustrative of the effect that events beyond Goldcorps control may have on commodity prices, demand for metals, including gold, silver, copper, lead and zinc, availability of credit, investor confidence, and general financial market
liquidity, all of which may affect the Corporations business.



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Goldcorp is also exposed to liquidity and various counterparty risks including, but not
limited to through: (i) financial institutions that hold Goldcorps cash; (ii) companies that have payables to Goldcorp, including concentrate customers; (iii) Goldcorps insurance providers; (iv) Goldcorps
lenders; (v) Goldcorps other banking counterparties; and (vi) companies that have received deposits from Goldcorp for the future delivery of equipment. Goldcorp is also exposed to liquidity risks in meeting its capital expenditure
requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability of Goldcorp to obtain loans and other credit facilities in the future and, if obtained, on terms
favourable to Goldcorp. Furthermore, repercussions from the 2008-2009 economic crisis continue to be felt, as reflected in increased levels of volatility and market turmoil. As a result of this uncertainty, Goldcorps planned growth could
either be adversely or positively impacted and the trading price of Goldcorps securities could either be adversely or positively affected.

Economic and Political Instability in Guatemala

The Marlin Mine is
located in Guatemala. There are risks relating to an uncertain or unpredictable political and economic environment in Guatemala.

Guatemala has a history of political unrest. Guatemala suffered an armed conflict for 36 years, which was finally resolved through a peace agreement reached with the countrys internal
revolutionary movement in 1996. Renewed political unrest or a political crisis in Guatemala could adversely affect Goldcorps business and results of operations.

Guatemala suffers from social problems, such as a high crime rate, impunity, uncertain land tenure for many indigenous people, and corruption, which could have adverse effects on the Marlin Mine. In
the past, local residents have encroached on the Marlin Mine land, challenged the Corporations ownership of and authority to operate on such land, and impeded Marlin Mine operations through roadblocks, other public manifestations, and violent
attacks on Marlin Mine assets and personnel. The Corporation attempts to mitigate the risks of local opposition to its operations through its commitment to corporate social responsibility, which includes engagement with local communities and
development of effective grievance mechanisms to encourage early and peaceful resolution of local concerns. However, to the extent that the Corporations operations are the target of international or national organizations advocating on behalf
of political or social causes that transcend local issues, the Corporations efforts made to mitigate these risks may not be effective.

Furthermore, conditions in Guatemala have become increasingly complicated during recent years. Due to political activity, court rulings and a lack of progress on proposed revisions to the mining law, a de
facto moratorium on the issuance of new mining concessions and permits has existed for more than three years. In addition, as a result of Mexicos concerted efforts to control organized criminal organizations, these organizations have increased
their presence in Guatemala resulting in increased risks to personal security and greater influence within Guatemala.

In
January 2012, a new government took office in Guatemala. While the new government has announced its commitment to a transparent government, to providing sufficient social programs to ensure that all Guatemalans receive adequate nutrition, and to
make Guatemala safe for its citizens, the ability of the government to achieve these goals remains uncertain. Furthermore, the new government has announced an agreement with the Guatemalan industry association (Camara de Industria de Guatemala),
which includes the extractive industries council (Gremial de Industrias Extractivas), to voluntarily increase the royalty payable with respect to the production of precious metals to 4% of gross proceeds and of base metals to 3% of gross proceeds.
Montana agreed to pay an additional 1% gross royalty on production from the Marlin Mine. See also Resource Nationalism above.

It remains unclear whether any future policies that the new government will adopt will have a material adverse effect on Goldcorps activities in Guatemala.

Economic and Political Instability in Argentina

The Cerro Negro Project is located in Santa Cruz Province in Argentina. There are risks relating to an uncertain or unpredictable political and economic environment in Argentina, especially as social
opposition to mining operations in certain parts of the country grows. Certain political and economic events such as: (i) the



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inability of the Cerro Negro Project to obtain United States dollars in a lawful market of Argentina; (ii) acts or failures to act by a governmental authority in Argentina; and
(iii) acts of social and political violence in Argentina, could have a material adverse effect on Goldcorps activities at the Cerro Negro Project.

For example, in December 2007, the Argentinean government unilaterally levied export duties initially adopted in 2001 on mining companies that had not been subject to the duties based on economic
stability provisions of the federal mining law. This change of policy adversely affected Goldcorps interest in the Alumbrera Mine. Furthermore, during an economic crisis in 2001 to 2003, Argentina defaulted on foreign debt repayments and on
the repayment on a number of official loans to multinational organizations. In addition, the government has renegotiated or defaulted on contractual arrangements. Recently, the newly re-elected Argentinean government issued Decree 1722/2011 which
revoked exemptions previously granted to companies in the oil and gas and mining sectors from the obligation to repatriate 100% of their export revenues to Argentina for conversion in the local foreign exchange markets, prior to transferring funds
locally or overseas. Similarly, the government adopted a requirement that importers provide notice to the government and obtain approval for importation before placing orders for consumer goods. These actions indicate that the Argentinean government
may alter or impose additional requirements or policies that may adversely affect Goldcorps activities in Argentina in the future.

There is also the risk of political violence and increased social tension in Argentina as Argentina has experienced periods of civil unrest, crime and labour unrest. Roadblocks (piqueteros) by members of
the local communities, unemployed people and unions can occur on most national and provincial routes without notice. For example, in January and February 2012, the Alumbrera Mine roadblocks interrupted transportation to and from the mine.
Furthermore, local opposition to the development of the nearby Agua Rica Project, which is approximately 35 kilometres from the Alumbrera Mine, led to the issuance of a judicial order suspending operations at the site. There is no assurance that
disruptions will not occur in the future which could materially affect access to the Cerro Negro Project during the projects development or the operation of the mine altogether.

Security in Mexico

The Peñasquito Mine, the Los Filos Mine,
the El Sauzal Mine, the Noche Buena Project and the Camino Rojo Project are all located in Mexico. In recent years, criminal activity and violence has increased in Mexico and spread from border areas to other areas of the country. Violence
between the drug cartels and human trafficking organizations and violent confrontations with Mexican authorities have steadily increased. As well, incidents of kidnapping for ransom and extortion by organized crime have increased. Chihuahua,
Guerrero and Zacatecas, the three states where Goldcorp operates, have been among the top ten states for kidnapping, and all three states register high levels of violent crime. Many incidents of crime and violence go unreported in Mexico and
Mexicos law enforcement authorities efforts to reduce criminal activity are challenged by a lack of resources, corruption and the power of organized crime.

Goldcorps sites in Mexico have taken a variety of measures to protect their employees, property and production facilities from these security risks. Goldcorp also regularly reviews the safety
of access routes and the physical security of its installations. Notwithstanding these measures, incidents of criminal activity, trespass, theft and vandalism have occasionally affected Goldcorp employees, contractors and their families.

Although Goldcorp has implemented measures to protect its employees, contractors, property and production facilities from these security
risks, there can be no assurance that security incidents, in the future, will not have a material adverse effect on Goldcorps operations in Mexico, especially if criminal activity and violence continue to escalate. Such incidents may halt
or delay production, increase operating costs, result in harm to employees, contractors or visitors, decrease operational efficiency, increase community tensions or otherwise adversely affect Goldcorps ability to conduct its business in
Mexico.

Human Rights

Various international and national laws, codes, resolutions, conventions, guidelines and other materials relate to human rights (including rights with respect to the environment, health and safety
surrounding Goldcorps operations). Many of these materials impose obligations on government and companies to respect human rights. Some mandate that government consult with communities surrounding potential or operating Goldcorp projects



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regarding government actions which may affect local stakeholders, including actions to approve or grant mining rights or permits. The obligations of government and private parties under the
various international and national materials pertaining to human rights continue to evolve and be defined. One or more groups of people may oppose Goldcorps current and future operations or further development or new development of
Goldcorps projects or operations. See Inter-American Commission on Human Rights (Guatemala) below. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests,
roadblocks or other forms of public expression against Goldcorps activities, and may have a negative impact on Goldcorps reputation. Opposition by such groups to Goldcorps operations may require modification of, or preclude the
operation or development of, Goldcorps projects or may require Goldcorp to enter into agreements with such groups or local governments with respect to Goldcorps projects, in some cases, causing considerable delays to the advancement of
its projects.

See also Indigenous Peoples below.

Inter-American Commission on Human Rights (Guatemala)

On
December 7, 2011, the Inter-American Commission on Human Rights (IACHR), an independent body of the Organization of American States, advised the Government of Guatemala that the IACHR had modified the precautionary measures issued
by the IACHR on May 24, 2010. The modified precautionary measures request the Government of Guatemala to take action to ensure that water supplies to 18 Mayan communities are suitable for potable and livestock consumption. The modified
precautionary measures no longer seek to have the Government suspend operations of the Marlin Mine. The IACHRs decision follows the Governments petition to IACHR to declare the precautionary measures without further effect because the
administrative process conducted by the Government under the Mining Law of Guatemala determined that that the Marlin Mine has not damaged the environment or health of the communities in the vicinity of the mine. The Ministry of Energy and Mines (the
Ministry) was responsible for leading the administrative process. Before reaching its decision, the Ministry requested information and opinions from the Presidential Commission for the Coordination of Executive Policy on Human Rights
(COPREDEH), the Ministry of Environment and Natural Resources (MARN), the Ministry of Communications, Infrastructure and Housing (MICIVI), the Ministry of Health and Social Welfare (MSPAS), the Social
Environment Management Unit of the Ministry of Energy and Mines, representatives of the individuals who filed the petition with the IACHR, representatives of the municipalities of San Miguel Ixtahuacán and Sipacapa, and Montana. The Ministry
issued its resolution declaring that, based on the information presented, there is no cause for the suspension of operations of the Marlin Mine and that Montana has been carrying out mining operations in accordance with the mining law of Guatemala
on July 8, 2011.

The Ministrys resolution and the studies on which it relies confirm the Corporations
position that there is no evidence that the community water supplies are contaminated, that the water supplies are fit for human consumption, and that no disease linked to alleged contamination produced by the Marlin Mine has been detected. The
Corporation, however, anticipates that there will likely continue to be opposition to the Marlin Mine. There is no assurance that the IACHR or the government will not, in future, require suspension of Marlin operations or impose additional
requirements to protect human rights in the community in which the Marlin Mine operates. The effect of the suspension of operations at the Marlin Mine or the imposition of additional human rights requirements cannot be accurately predicted and
could have a material adverse effect on Goldcorps reputation, operations or profitability.

Environmental Risks and Hazards

Goldcorps operations are subject to environmental regulation in the various jurisdictions in which it operates.
These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental
legislation is evolving in a manner which will likely, in future, require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of
responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Goldcorps results of operations. Failure to comply with these
laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing



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operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining
operations or in the exploration or development of mineral properties may also be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of
applicable laws or regulations. The occurrence of any environmental violation or enforcement action may have an adverse impact on Goldcorps reputation.

Furthermore, environmental hazards may exist on the properties on which Goldcorp holds interests which are unknown to Goldcorp at present and which have been caused by previous or existing owners or
operators of the properties.

In addition, production at certain of Goldcorps mines involves the use of sodium cyanide
which is a toxic material. Should sodium cyanide leak or otherwise be discharged from the containment system, Goldcorp may become subject to liability for clean-up work that may not be insured. While appropriate steps are taken to prevent discharges
of pollutants into the ground water and the environment, Goldcorp may become subject to liability for hazards that it may not be insured against.

There has also been increased global attention and the introduction of regulations restricting or prohibiting the use of cyanide and other hazardous substances in mineral processing activities. In
addition, the use of open pit mining techniques has come under scrutiny in certain mining jurisdictions, and some governments are reviewing the use of such methods. For example, in late 2010, the Argentinean Congress approved legislation that
restricts mining and other industrial activities in where glaciers are present. In addition, several provincial governments in Argentina have adopted prohibitions on open pit mining. Although such restrictions do not currently affect any of the
Corporations projects, if legislation restricting or prohibiting the use of cyanide or open pit mining techniques were to be adopted in a region in which the Corporation operates, there would be a serious and adverse impact on the
Corporations results of operations and financial position. Additionally, if the use of cyanide were to be restricted or prohibited in a jurisdiction in which Goldcorps operations rely on the use of cyanide, it would have a significant
adverse impact on Goldcorp as there are few, if any, substitutes for cyanide that are as effective in extracting gold from the ore.

See also Permitting below.

Permitting

Goldcorps operations in each of the jurisdictions in which it operates are subject to receiving and maintaining permits (including
environmental permits) from appropriate governmental authorities. Although Goldcorps mining operations currently have all required permits for their operations as currently conducted, there is no assurance that delays will not occur in
connection with obtaining all necessary renewals of such permits for the existing operations, additional permits for any possible future changes to operations, or additional permits associated with new legislation. Furthermore, prior to any
development on any of its properties, Goldcorp must receive permits from appropriate governmental authorities. There can be no assurance that Goldcorp will continue to hold or obtain, if required to, all permits necessary to develop or continue
operating at any particular property.

Keewatin Decision

In August 2011, an Ontario court issued a ruling that may affect future permitting of mining operations and other land uses within the
Keewatin Lands (the lands in which the Red Lake Gold Mines are situated). At present, permits for mine operations are issued by the Province of Ontario. However, because the court ruled that Ontario requires federal authorization (or Treaty 3 First
Nations consent) to the taking up of lands in Keewatin where doing so would significantly interfere with Treaty 3 harvesting rights, the Province of Ontario can only issue land authorizations so long as such authorizations do
not have such effect.

This decision has been stayed pending appeal, and therefore, the Province of Ontario will continue to
regulate all mining in the region. While the trial court provided some guidance on how to determine if an action would have the effect of significantly interfering with harvesting rights, the issue is ambiguous and will require further
definition by the courts. Although Goldcorp currently has all required permits for its Red Lake Gold Mines



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operations, any change or uncertainty in the permitting process may have an adverse impact on Goldcorps operations. There can be no assurance that delays or new objections will not occur in
connection with obtaining all necessary renewals of such permits for the existing operations or additional permits for any possible future changes to operations. See also Risk Factors  Permitting.

Climate Change Risks

Goldcorp acknowledges climate change as an international and community concern and it supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate
change. However, in addition to voluntary actions, governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulation relating
to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues,
Goldcorp expects that this will result in increased costs at some of its operations.

In addition, the physical risks of
climate change may also have an adverse affect on Goldcorps operations. These risks include the following:

Sea level
rise:Goldcorps operations are not directly threatened by current predictions of sea level rise. All of the Corporations operations are located well inland at elevations from 100 metres to 4,000 metres above sea level. However,
changes in sea levels could affect ocean transportation and shipping facilities which are used to transport supplies, equipment and personnel to Goldcorps operations and products from those operations to world markets.

Extreme weather events:Extreme weather events (such as increased frequency or intensity of hurricanes, increased snow pack,
prolonged drought) have the potential to disrupt operations at the Corporations mines. Where appropriate, Goldcorps facilities have developed emergency plans for managing extreme weather conditions, however, extended disruptions to
supply lines could result in interruption to production.

Resource shortages:Goldcorps facilities depend on
regular supplies of consumables (diesel, tires, sodium cyanide, etc.) and reagents to operate efficiently. In the event that the effects of climate change or extreme weather events cause prolonged disruption to the delivery of essential commodities,
then Goldcorps production efficiency is likely to be reduced. For example, during the second quarter of 2011, restricted cyanide deliveries were experienced in Mexico due to supply issues from the manufacturer attributable to flooding in
Memphis. As a result, the limited quantities of cyanide available were directed to the Los Filos Mine where higher grade ore yielded higher production results from the same cyanide consumption.

Although Goldcorp makes efforts to mitigate the physical risks of climate change by ensuring that extreme weather conditions are included
in emergency response plans as required, there can be no assurance that these efforts will be effective and that the physical risks of climate change will not have an adverse affect on Goldcorps operations and therefore profitability.



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Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants,
which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, community, government or other interference in the maintenance or provision of such infrastructure could adversely affect Goldcorps business,
financial condition and results of operations. For example, a major rainfall event in May 2011 at the Pueblo Viejo Project required remediation of damage to the starter tailings dam facility, prior to issuance of the final tailings permit, causing
delays in the construction schedule.

A key operational risk is the availability of sufficient power and water supplies to
support mining operations. Large amounts of power and large volumes of water are used in the extraction and processing of minerals and metals. Certain of Goldcorps property interests are located in remote, undeveloped areas and the
availability of infrastructure such as water and power at a reasonable cost cannot be assured. Conversely, other Goldcorp properties are located in areas that have many competing demands for power and water and access to sufficient supplies will
need to be negotiated by Goldcorp. Power and water are integral requirements for exploration, development and production facilities on mineral properties.

Goldcorps ability to obtain a secure supply of power and water at a reasonable cost depends on many factors, including:



| |  |  | global and regional supply and demand;
| | - |  | --------------------------------------



| |  |  | political and economic conditions;
| | - |  | ----------------------------------



| |  |  | problems that can affect local supplies;
| | - |  | ----------------------------------------



| |  |  | delivery; and
| | - |  | -------------



| |  |  | relevant regulatory regimes.
| | - |  | ----------------------------

Even a temporary interruption of power or water could adversely affect an operation. An increase in prices could negatively affect Goldcorps business, financial condition and results of operations.
Establishing such infrastructure for Goldcorps development projects will, in any event, require significant resources, identification of adequate sources of raw materials and supplies and necessary cooperation from national and regional
governments, none of which can be assured. There is no guarantee that Goldcorp will secure these power, water and access rights going forward or on reasonable terms.

Exchange Rate Fluctuations

Exchange rate fluctuations may affect
the costs that the Corporation incurs in its operations. Gold, silver, copper, lead and zinc are sold in United States dollars and the Corporations costs are incurred principally in United States dollars, Canadian dollars, Mexican pesos,
Guatemalan quetzal, Dominican Republic pesos, Chilean pesos and Argentinean pesos. The appreciation of non-United States dollar currencies against the United States dollar can increase the cost of gold, silver, copper, lead and zinc production and
capital expenditures in United States dollar terms. Goldcorp has a risk management policy that includes hedging its foreign exchange exposure to reduce the risk associated with currency fluctuations. The Corporation has entered into Canadian dollar
and Mexican peso currency hedge contracts to purchase the respective foreign currencies at pre-determined United States dollar amounts. These contracts were entered into to normalize operating expenses incurred by the Corporations foreign
operations expressed in United States dollar terms. In accordance with its risk management policy, the Corporation may hedge up to 50% of its annual operating expenditures over any 12 month going forward basis.

See Hedging below.

Joint Ventures

Goldcorp holds an indirect 40% interest in the Pueblo Viejo Project, an indirect
662/3% interest in the



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Marigold Mine and an indirect 40% interest in the Dee/South Arturo Project, the remaining interest in each of these properties being held indirectly by Barrick. Goldcorp also holds an indirect 371/2% interest in the Alumbrera Mine, the other 12.5% and
50% interests being held indirectly by Yamana and Xstrata, respectively. Goldcorps interest in these properties is subject to the risks normally associated with the conduct of joint ventures. The existence or occurrence of one or more of the
following circumstances and events could have a material adverse impact on Goldcorps profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on Goldcorps future cash flows,
earnings, results of operations and financial condition: (i) disagreement with joint venture partners on how to develop and operate mines efficiently; (ii) inability to exert influence over certain strategic decisions made in respect of
joint venture properties; (iii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iv) litigation between joint venture partners regarding joint venture matters.

To the extent that the Corporation is not the operator of its joint venture properties, the success of any such operations will be
dependent on such operators for the timing of activities related to such properties and Goldcorp will be largely unable to direct or control the activities of the operators. Goldcorp is subject to the decisions made by the operator in the operation
of the property, and will rely on the operators for accurate information about the properties. Although Goldcorp expects that the operators of the properties to which it owns an interest will operate such properties with the highest standards and in
accordance with the respective operating agreements, there can be no assurance that all decisions of the operators will achieve expected goals.

Acquisition Strategy

As part of Goldcorps business strategy, the Corporation has sought and will continue to seek new mining and development opportunities in the mining industry. In pursuit of such opportunities,
Goldcorp may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into Goldcorp. Ultimately, any acquisitions
would be accompanied by risks. For example, there may be a significant change in commodity prices after Goldcorp has committed to complete the transaction and established the purchase price or exchange ratio; a material ore body may prove to be
below expectations; Goldcorp may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and
maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt Goldcorps ongoing business and its relationships with employees, suppliers, contractors and other
stakeholders; and the acquired business or assets may have unknown liabilities which may be significant.

In the event that
Goldcorp chooses to raise debt capital to finance any such acquisition, Goldcorps leverage will be increased. If Goldcorp chooses to use equity as consideration for such acquisition, existing shareholders may suffer dilution. Alternatively,
Goldcorp may choose to finance any such acquisition with its existing resources.

Goldcorp cannot assure that it can complete
any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or that any acquisitions or business arrangements completed will ultimately benefit Goldcorps business. Furthermore, there can be no assurance that
Goldcorp would be successful in overcoming the risks identified above or any other problems encountered in connection with such acquisitions.

Reputational Risk

Damage to the Corporations reputation can be the result of the actual or perceived occurrence of any number of events, and could
include any negative publicity (for example, with respect to the Corporations handling of environmental matters or the Corporations dealings with community groups), whether true or not. The increased usage of social media and
other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views in regards to the Corporation
and its activities, whether true or not. Although the Corporation believes that it operates in a manner that is respectful to all stakeholders and that it takes care in protecting its image and reputation, the Corporation does not ultimately have
direct control over how it is perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining



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community relations and an impediment to the Corporations overall ability to advance its projects, thereby having a material adverse impact on financial performance, financial condition,
cash flows and growth prospects.

Corruption and Bribery Risk

The Corporations operations are governed by, and involve interactions with, many levels of government in numerous
countries. Like most companies, the Corporation is required to comply with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, as well as similar
laws in the countries in which the Corporation conducts its business. In recent years, there has been a general increase in both the frequency of enforcement and severity of penalties under such laws, resulting in greater scrutiny and punishment to
companies convicted of violating anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its third party agents. Although the Corporation has adopted a risk-based approach to mitigate
such risks, including the implementation of training programs and policies to ensure compliance with such laws, such measures are not always effective in ensuring that the Corporation, its employees or third party agents will comply strictly with
such laws. If the Corporation finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Corporation resulting in a material adverse
effect on the Corporations reputation and results of its operations.

Competition

The mining industry is competitive in all of its phases. Goldcorp faces strong competition from other mining companies in connection with
the acquisition of properties producing, or capable of producing, precious and base metals, as well as the necessary labour and supplies required to develop such properties. Some of these companies have greater financial resources, operational
experience and technical capabilities than Goldcorp. As a result of this competition, Goldcorp may be unable to maintain, acquire or develop attractive mining properties on terms it considers acceptable or at all. Consequently, Goldcorps
revenues, operations and financial condition could be materially adversely affected.

Indigenous Peoples

Various international and national laws, codes, resolutions, conventions, guidelines, and other materials relate to the rights of
indigenous peoples. Goldcorp operates in some areas presently or previously inhabited or used by indigenous peoples. Many of these materials impose obligations on government to respect the rights of indigenous people. Some mandate that government
consult with indigenous people regarding government actions which may affect indigenous people, including actions to approve or grant mining rights or permits. ILO Convention 169, which has been ratified by Argentina, Chile, Guatemala, and Mexico,
is an example of such an international convention. The obligations of government and private parties under the various international and national materials pertaining to indigenous people continue to evolve and be defined. Examples of recent
developments in this area include the United Nations Declaration of the Rights of Indigenous People and the International Finance Corporations revised Performance Standard 7 which requires governments to obtain the free, prior, and informed
consent of indigenous peoples who may be affected by government action, such as the granting of mining concessions or approval of mine permits.

The Corporations current and future operations are subject to a risk that one or more groups of indigenous people may oppose continued operation, further development, or new development of
Goldcorps projects or operations. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against the Corporations
activities. Opposition by indigenous people to the Corporations operations may require modification of or preclude operation or development of the Corporations projects or may require the Corporation to enter into agreements with
indigenous people with respect to the Corporations projects. See Economic and Political Instability in Guatemala, Human Rights, and Inter-American Commission on Human Rights (Guatemala) above.



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Uncertainty in the Estimation of Ore/Mineral Reserves and Mineral Resources

The figures for Ore/Mineral Reserves and Mineral Resources contained in this annual information form are estimates only and no assurance
can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Ore/Mineral Reserves could be mined or processed profitably. There are numerous uncertainties inherent in
estimating Ore/Mineral Reserves and Mineral Resources, including many factors beyond Goldcorps control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of
available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the Ore/Mineral Reserves, such as the need for orderly development of the ore bodies or the
processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold, silver, copper, lead or zinc recoveries in small scale laboratory
tests will be duplicated in larger scale tests under on-site conditions or during production.

Fluctuation in gold, silver,
copper, zinc or lead prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require revision of such estimate. The volume and grade of reserves mined and
processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of Ore/Mineral Reserves and Mineral Resources, or of Goldcorps ability to extract these Ore/Mineral Reserves, could have a material
adverse effect on Goldcorps results of operations and financial condition. See also Description of the Business  Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources.

Uncertainty Relating to Inferred Mineral Resources

Inferred Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Due to the uncertainty which may attach to Inferred Mineral Resources, there is no assurance that
Inferred Mineral Resources will be upgraded to Proven and Probable Mineral Reserves as a result of continued exploration.

Indebtedness

As of December 31, 2011, the Corporation had aggregate consolidated indebtedness of approximately $862.5 million.
As a result of this indebtedness, the Corporation is required to use a portion of its cash flow to service principal and interest on its debt, which will limit the cash flow available for other business opportunities.

The terms of the Corporations revolving term credit facility requires the Corporation to satisfy various affirmative and negative
covenants and to meet certain financial ratios and tests. These covenants limit, among other things, the Corporations ability to incur further indebtedness if doing so would cause it to fail to meet certain financial covenants, create certain
liens on assets or engage in certain types of transactions. Although at present, given the Corporations strong balance sheet, these covenants do not restrict the Corporations ability to conduct its business as presently conducted, there
are no assurances that in future, the Corporation will not be limited in its ability to respond to changes in its business or competitive activities or be restricted in its ability to engage in mergers, acquisitions or dispositions of assets.
Furthermore, a failure to comply with these covenants, including a failure to meet the financial tests or ratios, would likely result in an event of default under the credit facility and would allow the lenders to accelerate the debt.

Additional Capital

The mining, processing, development and exploration of Goldcorps properties, will require significant financing, especially in light
of Goldcorps near-term development of its key development projects. Although Goldcorp expects to finance its growing operations and development costs with anticipated cash-flows and its strong balance sheet, failure to obtain any necessary
additional financing may result in delaying or indefinite postponement of exploration, development or production on any or all of Goldcorps properties or even a loss of property interest. There can be no assurance that additional capital or
other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to Goldcorp.



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Servicing Debt

The Corporations ability to make scheduled payments of the principal of, to pay interest on or to refinance its indebtedness depends on the Corporations future performance, which is subject to
economic, financial, competitive and other factors beyond its control. The Corporation may not continue to generate cash flow from operations in the future sufficient to service the debt and make necessary capital expenditures. If the Corporation is
unable to generate such cash flow, it may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. The Corporations
ability to refinance its indebtedness will depend on the capital markets and its financial condition at such time. The Corporation may not be able to engage in any of these activities or engage in these activities on desirable terms, which could
result in a default on its debt obligations.

Hedging

Currently, Goldcorps policy is to not hedge future gold sales. Goldcorp currently hedges lead, zinc and copper to manage price exposure to fluctuations in those base metals. Goldcorp also
hedges fuel oil prices and foreign currencies to manage adverse price movements to the Corporation in fuel oil prices and foreign currencies.

There is no assurance that a hedging program designed to reduce the price risk associated with fluctuations in base metals, fuel oil prices or foreign currencies will be successful. Although hedging
may protect Goldcorp from an adverse price change, it may also prevent Goldcorp from benefiting fully from a positive price change.

Peñasquito Mine Concentrate Transportation and Marketing Risk

Concentrates containing combinations of gold, silver, lead and zinc will be produced in large quantities at the Peñasquito Mine and
loaded onto highway road vehicles for transport to in-country smelters or to sea ports for export to foreign smelters in markets such as Asia, Europe and North America. This type of process involves a high level of environmental and financial risk.
Goldcorp could be subject to potential significant increases in road and maritime transportation charges and treatment and refining charges. Transportation of such concentrate is also subject to numerous risks including, but not limited to, delays
in delivery of shipments, road blocks, terrorism, weather conditions and environmental liabilities in the event of an accident or leak. Goldcorp could be subject to limited smelter availability and capacity and could also face the risk of a
potential interruption of business from a third party beyond its control, which in both cases could have a material adverse affect on Goldcorps operations and revenues. There is no assurance that smelting, refining or transportation contracts
for the Peñasquito Mines products will be entered into on acceptable terms or at all.

Litigation

In addition to the litigation brought by Barrick described under Legal Proceedings and Regulatory Actions, Goldcorp is, from
time to time, involved in various claims, legal proceedings and complaints arising in the ordinary course of business. Goldcorp cannot reasonably predict the likelihood or outcome of these actions. If Goldcorp is unable to resolve these disputes
favourably, it may have a material adverse impact on Goldcorps financial performance, cash flow and results of operations. See Legal Proceedings and Regulatory Actions.

Labour and Employment Matters

While Goldcorp believes that it has
good relations with both its unionized and non-unionized employees, production at Goldcorps mining operations is dependent upon the efforts of Goldcorps employees. In addition, relations between Goldcorp and its employees may be impacted
by changes in the scheme of labour relations which may be introduced by the relevant governmental authorities in whose jurisdictions Goldcorp carries on business. Adverse changes in such legislation or in the relationship between Goldcorp with its
employees may have a material adverse effect on Goldcorps business, results of operations and financial condition.

Land Title

Although the title to the properties owned by Goldcorp was reviewed by or on behalf of Goldcorp, no



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assurances can be given that there are no title defects affecting such properties. Title insurance generally is not available, and Goldcorps ability to ensure that it has obtained a secure
claim to individual mineral properties or mining concessions may be severely constrained. Goldcorp has not conducted surveys of all of the claims in which it holds direct or indirect interests and, therefore, the precise area and location of such
claims may be in doubt. Accordingly, Goldcorps mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects.
In addition, Goldcorp may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Portions of Goldcorps Mineral Reserves come from unpatented mining claims in the United States. There is a risk that any of Goldcorps unpatented mining claims could be determined to be
invalid, in which case Goldcorp could lose the right to mine Mineral Reserves contained within those mining claims. Unpatented mining claims are created and maintained in accordance with the General Mining Law of 1872. Unpatented mining claims are
unique United States property interests, and are generally considered to be subject to greater title risk than other real property interests due to the validity of unpatented mining claims often being uncertain. This uncertainty arises, in part, out
of the complex federal and state laws and regulations under the General Mining Law of 1872. Unpatented mining claims are always subject to possible challenges of third parties or contests by the federal government. The validity of an unpatented
mining claim, in terms of both its location and its maintenance, is dependent on strict compliance with a complex body of federal and state statutory and decisional law.

In recent years, the United States Congress has considered a number of proposed amendments to the General Mining Law of 1872. If adopted, such legislation, among other things, could impose royalties on
gold production from unpatented mining claims located on United States federal lands, result in the denial of permits to mine after the expenditure of significant funds for exploration and development, reduce estimates of Mineral Reserves and reduce
the amount of future exploration and development activity on United States federal lands, all of which could have a material and adverse affect on Goldcorps cash flow, results of operations and financial condition.

Insurance and Uninsured Risks

Goldcorps business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological
conditions, ground or slope failures, cave-ins, mechanical failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, fires, floods, hurricanes and earthquakes. Such occurrences could result in damage
to mineral properties or production facilities, personal injury or death, environmental damage to Goldcorps properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although Goldcorp maintains insurance to protect against certain risks in such amounts as it considers reasonable, its insurance will not
cover all the potential risks associated with a mining companys operations. Goldcorp may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may
not be adequate to cover any resulting liability. Moreover, insurance against risks such as loss of title to mineral property, environmental pollution, or other hazards as a result of exploration and production is not generally available to Goldcorp
or to other companies in the mining industry on acceptable terms. Goldcorp might also become subject to liability for pollution or other hazards which may not be insured against or which Goldcorp may elect not to insure against because of premium
costs or other reasons. Losses from these events may cause Goldcorp to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Information Systems Security Threats

Goldcorp has entered into agreements with third parties for hardware, software, telecommunications and other information technology (IT) services in connection with its operations.
Goldcorps operations depend, in part, on how well the Corporation and its suppliers protect networks, equipment, IT systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical
plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, vandalism and theft. The Corporations operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software,



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as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The
failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Corporations reputation and results of operations.

Although to date the Corporation has not experienced any material losses relating to cyber attacks or other information security
breaches, there can be no assurance that Goldcorp will not incur such losses in the future. The Corporations risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As
a result, cybersecurity and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber
threats continue to evolve, the Corporation may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Share Prices of Investments

Goldcorps investments in securities of other public companies (including its investments in Tahoe, Primero and Thompson Creek) are subject to volatility in the share prices of such companies. There
can be no assurance that an active trading market for any of the subject shares is sustainable. The trading prices of the subject shares could be subject to wide fluctuations in response to various factors beyond Goldcorps control, including,
quarterly variations in the subject companies results of operations, changes in earnings (if any), estimates by analysts, conditions in the industry of such companies and macroeconomic developments in North America and globally, currency
fluctuations and market perceptions of the attractiveness of particular industries. Such market fluctuations could adversely affect the market price of Goldcorps investments and the value Goldcorp could realize on such investments.

Subsidiaries

Goldcorp is a holding company that conducts operations through Canadian and foreign (Antiguan, Argentinean, Barbadian, Bermudian, Cayman
Island, Guatemalan, Honduran, Chilean, Mexican, Swiss and American) subsidiaries, joint ventures and divisions, and a significant portion of its assets are held in such entities. Accordingly, any limitation on the transfer of cash or other assets
between the parent corporation and such entities, or among such entities, could restrict Goldcorps ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could
have an adverse impact on Goldcorps valuation and stock price.

Market Price of the Corporations Securities

The Common Shares are listed on the Toronto Stock Exchange (the TSX) and the New York Stock Exchange (the
NYSE). Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic
developments in North America and globally, currency fluctuations and market perceptions of the attractiveness of particular industries. The price of the Common Shares are also likely to be significantly affected by short-term changes in gold,
silver, copper, lead or zinc prices or in its financial condition or results of operations as reflected in its quarterly earnings reports.

As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect Goldcorps long-term value. Securities class action litigation often
has been brought against companies following periods of volatility in the market price of their securities. Goldcorp may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and
divert managements attention and resources.



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Conflicts of Interest

Certain of the directors and officers of Goldcorp also serve as directors and/or officers of other companies involved in natural resource
exploration and development and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers involving Goldcorp will be made in accordance with
their duties and obligations to deal fairly and in good faith with a view to the best interests of Goldcorp and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors
may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act(Ontario) and other applicable laws.

Conversion of the Notes

The conversion of some or all of the Notes
may dilute the ownership interests of existing shareholders. Any sales in the public market of any of the Common Shares issuable upon such conversion could adversely affect prevailing market prices of the Common Shares. In addition, the anticipated
conversion of the Notes into Common Shares or a combination of cash and Common Shares could depress the price of the Common Shares.

DIVIDENDS

During the financial year ended December 31, 2009, and the
10 months ended October 31, 2010, the Corporation paid monthly dividends to shareholders in the amount of $0.015 per Common Share. On October 27, 2010, the Corporation announced that the Board of Directors authorized an increase in the
annual dividend to $0.36 per Common Share, an increase of 100%, payable as a monthly dividend of $0.03 per Common Share. The increased monthly dividend of $0.03 per Common Share commenced for shareholders of record as of November 12, 2010. On
February 24, 2011, the Corporation announced an 11% increase in the annual dividend to $0.408 per Common Share. The increased monthly dividend of $0.034 per Common Share commenced for shareholders of record as of March 17, 2011, and was
paid monthly until November 30, 2011. On December 5, 2011, the Corporation announced a 32% increase in the annual dividend to $0.54 per Common Share. The increased monthly dividend of $0.045 per Common Share commenced for shareholders of
record as of December 16, 2011.

Although the Corporation expects to continue paying an annual cash dividend, the timing
and the amount of the dividends to be paid by the Corporation will be determined by the Board of Directors from time to time based upon, among other things, cash flow, the results of operations and financial condition of the Corporation and its
subsidiaries, the need for funds to finance ongoing operations, compliance with credit agreements and other instruments, and such other considerations as the Board of Directors considers relevant.

DESCRIPTION OF CAPITAL STRUCTURE

The authorized share capital of the Corporation consists of an unlimited number of Common Shares. As of December 31, 2011 and March 28, 2012, 809,941,169 Common Shares and 810,271,620 Common
Shares were issued and outstanding, respectively. Holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Corporation, to attend and to cast one vote per Common Share at all such meetings. Holders of Common
Shares do not have cumulative voting rights with respect to the election of directors and, accordingly, holders of a majority of the Common Shares entitled to vote in any election of directors may elect all directors standing for election. Holders
of Common Shares are entitled to receive on a pro-rata basis such dividends, if any, as and when declared by the Corporations board of directors at its discretion from funds legally available therefor and upon the liquidation, dissolution or
winding up of the Corporation are entitled to receive on a pro-rata basis the net assets of the Corporation after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any
other series or class of shares ranking senior in priority to or on a pro-rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion
rights, nor do they contain any sinking or purchase fund provisions.



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RATINGS

The following table sets out the ratings of Goldcorps corporate debt by the rating agencies indicated as at December 31, 2011:



|                  |  |                           |  |               
|----------------- |  | ------------------------- |  | --------------
|Standard & Poors |  | Moodys Investors Service |  | Fitch Ratings 
|BBB+              |  | Baa2                      |  | BBB           
|stable outlook    |  | stable outlook            |  | stable outlook

Standard & Poors Ratings Services (S&P) credit ratings are on a rating
scale that ranges from AAA to D, which represents the range from highest to lowest quality. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus () sign to show relative standing within the major rating
categories. S&Ps rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in the
economic and/or fundamental business conditions. The BBB rating is the fourth highest of ten major categories. According to the S&P rating system, debt securities rated BBB more subject to adverse economic conditions, however, the obligors
capacity to meet financial commitments is adequate.

Moodys Investors Service (Moodys) credit ratings
are on a rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality. Moodys appends numerical modifiers 1,2 and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that
the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic category. According to Moodys, a rating of Baa is the
fourth highest of nine major categories. Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.

Fitch Ratings Ltd. (Fitch Ratings) credit ratings are on a rating scale that ranges from AAA to D, which represents the range
from highest to lowest quality. The ratings from AA to B may be modified by the addition of a plus (+) or minus () sign to show relative standing within the major rating categories. The BBB rating is the fourth highest of eleven
major categories. According to Fitch Ratings system, BBB ratings indicate good credit quality and that the expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse
business or economic conditions are more likely to impair this capacity.

Goldcorp understands that the ratings are based on,
among other things, information furnished to the above ratings agencies by Goldcorp and information obtained by the ratings agencies from publicly available sources. The credit ratings given to Goldcorps corporate debt by the rating agencies
are not recommendations to buy, hold or sell debt instruments since such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or
that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. Credit ratings are intended to provide investors with (i) an independent measure of the credit quality of
an issue of securities; (ii) an indication of the likelihood of repayment for an issue of securities; and (iii) an indication of the capacity and willingness of the issuer to meet its financial obligations in accordance with the terms of
those securities. Credit ratings accorded to Goldcorps corporate debt may not reflect the potential impact of all risks on the value of debt instruments, including risks related to market or other factors discussed in this annual information
form. See also Risk Factors.



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TRADING PRICE AND VOLUME

Common Shares

The Common Shares are listed and posted for trading on the
NYSE under the symbol GG and on the TSX under the symbol G. The following table sets forth information relating to the trading of the Common Shares on the TSX for the months indicated.



|               |  |          |       |  |         |  |       |        |  |  |            | 
|-------------- |  | -------- | ----- |  | ------- |  | ----- | ------ |  |  | ---------- | 
|Month          |  | High(C$) |       |  | Low(C$) |  |       | Volume | 
|January 2011   |  |          | 44.78 |  |         |  | 38.99 |        |  |  | 68,652,425 | 
|February 2011  |  |          | 46.60 |  |         |  | 40.02 |        |  |  | 50,168,054 | 
|March 2011     |  |          | 49.30 |  |         |  | 44.83 |        |  |  | 56,564,719 | 
|April 2011     |  |          | 53.34 |  |         |  | 47.29 |        |  |  | 63,658,310 | 
|May 2011       |  |          | 52.62 |  |         |  | 45.30 |        |  |  | 60,827,302 | 
|June 2011      |  |          | 49.06 |  |         |  | 45.00 |        |  |  | 47,812,844 | 
|July 2011      |  |          | 53.20 |  |         |  | 45.33 |        |  |  | 54,351,683 | 
|August 2011    |  |          | 53.85 |  |         |  | 43.97 |        |  |  | 70,797,456 | 
|September 2011 |  |          | 55.93 |  |         |  | 45.25 |        |  |  | 70,544,580 | 
|October 2011   |  |          | 49.97 |  |         |  | 44.18 |        |  |  | 46,647,500 | 
|November 2011  |  |          | 54.95 |  |         |  | 47.50 |        |  |  | 53,875,251 | 
|December 2011  |  |          | 55.00 |  |         |  | 43.08 |        |  |  | 50,884,621 | 

The price of the Common Shares as quoted by the TSX at the close of business on December 30, 2011
was C$45.21 and on March 28, 2012 was C$44.46.

Warrants

Prior to expiry, the Warrants were listed and posted for trading on the NYSE under the symbol GGWS and on the TSX under the symbol G.WT.G. The following table sets forth
information relating to the trading of the Warrants on the TSX for the months indicated.



|              |  |          |      |  |         |  |      |        |  |  |           | 
|------------- |  | -------- | ---- |  | ------- |  | ---- | ------ |  |  | --------- | 
|Month         |  | High(C$) |      |  | Low(C$) |  |      | Volume | 
|January 2011  |  |          | 3.55 |  |         |  | 1.65 |        |  |  | 868,571   | 
|February 2011 |  |          | 3.15 |  |         |  | 1.95 |        |  |  | 2,002,432 | 
|March 2011    |  |          | 4.70 |  |         |  | 2.36 |        |  |  | 4,719,759 | 
|April 2011    |  |          | 7.90 |  |         |  | 3.29 |        |  |  | 5,847,783 | 
|May 2011      |  |          | 7.19 |  |         |  | 1.65 |        |  |  | 9,024,350 | 
|June 2011(1)  |  |          | 3.30 |  |         |  | 0.07 |        |  |  | 7,419,983 | 



|(1) | For the period from June 1, 2011 to June 9, 2011. The Warrants expired on June 9, 2011 and were suspended from trading on the NYSE and the TSX on
June 7, 2011 and June 9, 2011, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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DIRECTORS AND OFFICERS

The following table sets forth the name, province/state and country of residence, position held with the Corporation and principal
occupation of each person who is a director and/or an executive officer of the Corporation.



|                                                   |  |                                                                             |  |                                                                                                      
|-------------------------------------------------- |  | --------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|Name,
Province/State and Country of Residence      |  | Position(s) with the Corporation                                            |  | Principal Occupation                                                                                 
|Ian W. Telfer
British Columbia, Canada             |  | Chairman of the Board and a Director (director since February 2005)         |  | Chairman of the Board of Goldcorp                                                                    
|                                                   |  |                                                                            
|Douglas M. Holtby(1)(3) British Columbia, Canada   |  | Vice Chairman of the Board and Lead Director (director since February 2005) |  | President and Chief Executive Officer of Arbutus Road Investments Inc. (a private investment company)
|                                                   |  |                                                                            
|Charles A. Jeannes
British Columbia, Canada        |  | President, Chief Executive Officer and a Director (director since May 2009) |  | President and Chief Executive Officer of Goldcorp                                                    
|                                                   |  |                                                                            
|John P. Bell(3)(4) British Columbia, Canada        |  | Director since February 2005                                                |  | Independent Director                                                                                 
|                                                   |  |                                                                            
|Lawrence I. Bell(1)(2) British Columbia, Canada    |  | Director since February 2005                                                |  | Independent Director                                                                                 
|                                                   |  |                                                                            
|Beverley A. Briscoe(1)(4) British Columbia, Canada |  | Director since April 2006                                                   |  | President of Briscoe Management Limited                                                              
|                                                   |  |                                                                            
|Peter J. Dey(2)(3) Ontario, Canada                 |  | Director since June 2006                                                    |  | Chairman of Paradigm Capital Inc.                                                                    
|                                                   |  |                                                                            
|P. Randy Reifel(2)(4) British Columbia, Canada     |  | Director since November 2006                                                |  | President of Chesapeake Gold Corp.                                                                   
|                                                   |  |                                                                            
|A. Dan Rovig(2)(4) Nevada, United States           |  | Director since November 2006                                                |  | Independent Consultant                                                                               
|                                                   |  |                                                                            
|Blanca Treviño de Vega(5) León, Mexico             |  | Director since February 2012                                                |  | President and Chief Executive Officer of Softtek, S.A. de C.V.                                       
|                                                   |  |                                                                            
|Kenneth F. Williamson(1)(3) Ontario, Canada        |  | Director since November 2006                                                |  | Independent Consultant                                                                               
|                                                   |  |                                                                            
|David L. Deisley
British Columbia, Canada          |  | Executive Vice President, Corporate Affairs and General Counsel             |  | Executive Vice President, Corporate Affairs and General Counsel of Goldcorp                          
|                                                   |  |                                                                            
|Lindsay A. Hall
British Columbia, Canada           |  | Executive Vice President and Chief Financial Officer                        |  | Executive Vice President and Chief Financial Officer of Goldcorp                                     
|                                                   |  |                                                                            
|Timo Jauristo
British Columbia, Canada             |  | Executive Vice President, Corporate Development                             |  | Executive Vice President, Corporate Development of Goldcorp                                          
|                                                   |  |                                                                            
|Steve P. Reid
British Columbia, Canada             |  | Executive Vice President and Chief Operating Officer                        |  | Executive Vice President and Chief Operating Officer of Goldcorp                                     



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|                                              |  |                                                 |  |                                                            
|--------------------------------------------- |  | ----------------------------------------------- |  | -----------------------------------------------------------
|Name, Province/State and
Country of Residence |  | Position(s) with the Corporation                |  | Principal Occupation                                       
|                                              |  |                                                
|Gerard Atkinson
British Columbia, Canada      |  | Senior Vice President, Human Resources          |  | Senior Vice President, Human Resources of Goldcorp         
|                                              |  |                                                
|George Burns
Mexico, Mexico                   |  | Senior Vice President, Mexico                   |  | Senior Vice President, Mexico of Goldcorp                  
|                                              |  |                                                
|Paul Farrow
Ontario, Canada                   |  | Senior Vice President, People and Safety        |  | Senior Vice President, People and Safety of Goldcorp       
|                                              |  |                                                
|Barry Olson
Washington, United States         |  | Senior Vice President, Project Development      |  | Senior Vice President, Project Development of Goldcorp     
|                                              |  |                                                
|Charles Ronkos
Nevada, United States          |  | Senior Vice President, Exploration              |  | Senior Vice President, Exploration of Goldcorp             
|                                              |  |                                                
|Colette Rustad
British Columbia, Canada       |  | Senior Vice President, Controller               |  | Senior Vice President, Controller of Goldcorp              
|                                              |  |                                                
|Mark A. Ruus
British Columbia, Canada         |  | Senior Vice President, Tax                      |  | Senior Vice President, Tax of Goldcorp                     
|                                              |  |                                                
|Cheryl A. Sedestrom
Nevada, United States     |  | Senior Vice President, Metals Marketing         |  | Senior Vice President, Metals Marketing of Goldcorp        
|                                              |  |                                                
|John Allan
British Columbia, Canada           |  | Vice President, Sustainable Development         |  | Vice President, Sustainable Development of Goldcorp        
|                                              |  |                                                
|Dina Aloi
British Columbia, Canada            |  | Vice President, Corporate Social Responsibility |  | Vice President, Corporate Social Responsibility of Goldcorp
|                                              |  |                                                
|Maryse Belanger
British Columbia, Canada      |  | Vice President, Technical Services              |  | Vice President, Technical Services of Goldcorp             
|                                              |  |                                                
|Brent Bergeron
British Columbia, Canada       |  | Vice President, Corporate Affairs               |  | Vice President, Corporate Affairs of Goldcorp              
|                                              |  |                                                
|Horacio Bruna
Ontario, Canada                 |  | Vice President, Canada and US Operations        |  | Vice President, Canada and US Operations of Goldcorp       
|                                              |  |                                                
|Kathy Chan
British Columbia, Canada           |  | Vice President, Assistant Controller            |  | Vice President, Assistant Controller of Goldcorp           
|                                              |  |                                                
|Frank Crema
British Columbia, Canada          |  | Vice President, Treasurer                       |  | Vice President, Treasurer of Goldcorp                      
|                                              |  |                                                
|Salvador Garcia
Mexico, Mexico                |  | Vice President, Mexico                          |  | Vice President, Mexico of Goldcorp                         
|                                              |  |                                                
|Rohan Hazelton
British Columbia, Canada       |  | Vice President, Finance                         |  | Vice President, Finance of Goldcorp                        
|                                              |  |                                                
|Wendy Louie
British Columbia, Canada          |  | Vice President, Reporting                       |  | Vice President, Reporting of Goldcorp                      
|                                              |  |                                                
|Mark Olson
British Columbia, Canada           |  | Vice President, Information Technology          |  | Vice President, Information Technology of Goldcorp         



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|                                              |  |                                                            |  |                                                                       
|--------------------------------------------- |  | ---------------------------------------------------------- |  | ----------------------------------------------------------------------
|Name, Province/State and
Country of Residence |  | Position(s) with the Corporation                           |  | Principal Occupation                                                  
|                                              |  |                                                           
|Richard Orazietti
British Columbia, Canada    |  | Vice President, Internal Audit                             |  | Vice President, Internal Audit of Goldcorp                            
|                                              |  |                                                           
|David Parsons
British Columbia, Canada        |  | Vice President, Insurance                                  |  | Vice President, Insurance of Goldcorp                                 
|                                              |  |                                                           
|Anna M. Tudela
British Columbia, Canada       |  | Vice President, Regulatory Affairs and Corporate Secretary |  | Vice President, Regulatory Affairs and Corporate Secretary of Goldcorp
|                                              |  |                                                           
|Eduardo Villacorta
Guatemala City, Guatemala  |  | Vice President, Central and South America                  |  | Vice President, Central and South America of Goldcorp                 
|                                              |  |                                                           
|Jeff Wilhoit
British Columbia, Canada         |  | Vice President, Investor Relations                         |  | Vice President, Investor Relations of Goldcorp                        



|(1) | Member of the Audit Committee.
|--- | ------------------------------

|(2) | Member of the Compensation Committee.
|--- | -------------------------------------

|(3) | Member of the Governance and Nominating Committee.
|--- | --------------------------------------------------

|(4) | Member of the Sustainability, Environment, Health and Safety Committee.
|--- | -----------------------------------------------------------------------

|(5) | Ms. Treviño became a director of the Corporation on February 15, 2012. Ms. Treviño is expected to be appointed to the Governance and
Nominating Committee and the Sustainability, Environment, Health and Safety Committee.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The principal
occupations of each of the Corporations directors and executive officers within the past five years are disclosed in the brief biographies set forth below.

Ian W. Telfer  Chairman of the Board and Director. Mr. Telfer was appointed Chairman of the Board of the Corporation effective November 15, 2006 and was appointed Chairman of
the World Gold Council in December 2009. Prior thereto, he was President and Chief Executive Officer of the Corporation since March 17, 2005 and Chairman and Chief Executive Officer of Wheaton River Minerals Ltd. (Wheaton River)
prior to such time since September 2001. Mr. Telfer has over 30 years experience in the precious metals business. He has served as a director and/or officer of several Canadian and international companies. Mr. Telfer is a Chartered
Accountant. He holds a Bachelor of Arts degree from the University of Toronto and a Masters in Business Administration from the University of Ottawa. Mr. Telfers wealth of management, leadership and business skills from his professional
experience described above, combined with an in-depth institutional knowledge of the Corporations business resulting from his prior role as President and Chief Executive Officer and extensive experience in the mining industry, provide a direct
benefit to both the functionality of the Board and to Goldcorps shareholders. Mr. Telfer is a member of the National Association of Corporate Directors (NACD).

Douglas M. Holtby  Vice Chairman of the Board and Lead Director. Mr. Holtby is the Vice-Chairman of the Board
and Lead Director of the Corporation. He is also President and Chief Executive Officer of three private investment companies, Arbutus Road Investments Inc., Majick Capital Inc. and Holtby Capital Corporation and Chairman of the Board of Silver
Wheaton Corp. From 1974 to 1989, he was President of Allarcom Limited, from 1982 to 1989, he was President of Allarcom Pay Television Limited, from 1989 to 1996, he was President, Chief Executive Officer and a director of WIC Western International
Communications Ltd. and Chairman of Canadian Satellite Communications Inc. and from 1998 to 1999, he was a Trustee of ROB.TV and CKVU. He is a Fellow Chartered Accountant. Mr. Holtbys financial sophistication, accounting background,
extensive investment and management experience, and business and strategic expertise significantly enhance the skill set of the Board and its committees. Mr. Holtby is a member of the NACD and the Institute of Corporate Directors
(ICD).

Charles A. Jeannes  President, Chief Executive Officer and Director. Mr. Jeannes
was appointed President and Chief Executive Officer of the Corporation effective January 1, 2009. He previously held the role of Executive Vice President, Corporate Development of the Corporation from November 2006 until December 2008. From
1999 until the completion of the acquisition of Glamis, he was Executive Vice President, Administration, General Counsel and Secretary of Glamis. Prior to joining Glamis, Mr. Jeannes worked for Placer Dome, most



- 111 -



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recently as Vice President of Placer Dome North America. He holds a Bachelor of Arts degree from the University of Nevada and graduated from the University of Arizona School of Law with honours
in 1983. He practiced law from 1983 until 1994 and has broad experience in mining transactions, public and private financing, permitting and international regulation. Mr. Jeannes brings significant institutional knowledge of the
Corporations business to his role as a member of the Board and as the current President and Chief Executive Officer. His business, legal and transactional background, as well as his extensive experience in the mining industry, provide a direct
benefit to the Board and valuable insight into all aspect of the management of the Corporation. Mr. Jeannes is a member of the NACD.

John P. Bell  Director. Mr. John Bell is a former Canadian Ambassador to the Ivory Coast and to Brazil. Currently, he is an Honorary Consul to the Ivory Coast. He also served as
High Commissioner to Malaysia from 1993 to 1996. Mr. Bell was special advisor to the Canadian Minister of Foreign Affairs and Head of the Canadian Delegation on environment issues during the lead-up to the Earth Summit in Rio de Janeiro in June
1992, and was Canadas chief negotiator at the Earth Summit. Mr. Bell has been Chief Federal Negotiator for the Indian Affairs and has served on several not-for-profit board of directors. Mr. Bell is also an independent director of
Tahoe and Taiga Building Products Ltd. He holds a Bachelor of Commerce and an Honorary Doctorate of Laws from the University of British Columbia. Mr. Bells background as an ambassador and extensive experience with environmental and
regulatory issues in Canada and throughout the world provide to management and the Board valuable insight into the international regulatory and policy developments affecting the Corporations business. Mr. Bells depth of knowledge in
matters relating to the environment and public policy add to the Boards breadth of experience and further enhance Goldcorps ability to improve and build upon the Corporations environmental and corporate social responsibility
policies and activities. Mr. Bell is a member of the NACD and the ICD.

Lawrence I. Bell  Director.
Mr. Lawrence Bell served as the non-executive Chairman of British Columbia Hydro and Power Authority until December 2007. From August 2001 to November 2003, Mr. Bell was Chairman and Chief Executive Officer of British Columbia Hydro and
Power Authority and, from 1987 to 1991, he was Chairman and Chief Executive Officer of British Columbia Hydro and Power Authority. He is also a director of Capstone Mining Corp., International Forest Products Limited, Matrix Asset Management Inc.
and Silver Wheaton Corp. and is former Chairman of the University of British Columbia Board of Directors and former Chairman of Canada Line (Rapid Transit) Project. Prior to these positions, Mr. Bell was Chairman and President of the Westar
Group and Chief Executive Officer of Vancouver City Savings Credit Union. In the provinces public sector, Mr. Bell has served as Deputy Minister of Finance and Secretary to the Treasury Board. He holds a Bachelor of Arts degree and an
Honours Ph.D. from the University of British Columbia. He also holds a Masters of Arts degree from San José State University. The Board benefits from Mr. Bells extensive financial expertise, his public company experience, his
public sector service and experience, and his knowledge of public policy issues. Mr. Bell is a member of the NACD.

Beverley A. Briscoe  Director. Ms. Briscoe has been President of Briscoe Management Limited since 2004. From 2003 to 2007, she was Chair of the Industry Training Authority for BC,
from 1997 to 2004, she was President and owner of Hiway Refrigeration Limited, from 1994 to 1997, she was Vice President and General Manager of Wajax Industries Limited, from 1989 to 1994, she was Vice President, Finance of Rivtow Group of Companies
and, from 1983 to 1989, she was Chief Financial Officer of various operating divisions of The Jim Pattison Group. Ms. Briscoe is currently a director of Ritchie Bros. Auctioneers Incorporated. She is a Fellow Chartered Accountant. She holds a
Bachelor of Commerce degree from the University of British Columbia. Ms. Briscoe brings an important range of extensive and diverse financial, accounting and business experience to the Board. In addition, Ms. Briscoes experience
managing financial and reporting matters benefit the Corporation with respect to the issues overseen by the Corporations Audit Committee. Ms. Briscoe is a member of the NACD. On March 2, 2011, Ms. Briscoe received the Lifetime
Achievement Award at the 12thAnnual Influential Women in
Business Awards and on May 30, 2012, Ms. Briscoe will be presented with the Institute of Corporate Directors 2012 ICD Fellowship Award.

Peter J. Dey  Director. Mr. Dey is a well known senior corporate executive and an experienced corporate director. He is Chairman of Paradigm Capital Inc., an independent
investment dealer. He is also a director of MI Developments, Inc., Enablence Technologies Inc. and Coventree Inc. He is a former Chairman of the Ontario Securities Commission and former Chairman of Morgan Stanley Canada, and he was a Senior Partner
of Osler, Hoskin & Harcourt LLP. In 1994, he chaired the Toronto Stock Exchange Committee on Corporate Governance,



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and has since been involved with developing global corporate governance standards as Chairman of the Private Sector Advisory Group of the Global Corporate Governance Forum. He holds a Masters of
Laws degree from Harvard University, a Bachelor of Laws degree from Dalhousie University and a Bachelor of Science degree from Queens University. Mr. Deys intimate familiarity with all aspects of capital markets, financial
transactions and domestic and international markets, provides value and informed perspective to management and the Board. His legal experience and work with the Toronto Stock Exchange and other forums also provides the Corporation with a significant
and enhanced perspective on governance issues. Mr. Dey is a member of the NACD.

P. Randy Reifel 
Director. Mr. Reifel is President and a director of Chesapeake Gold Corp. that explores for precious metals in Mexico and Central America. Mr. Reifel was appointed to the Board in November 2006. Prior thereto, he had been a
director of Glamis since June 2002 following the acquisition of Francisco Gold Corp. In 1993, Mr. Reifel founded and served as President and a director of Francisco Gold Corp. which discovered the El Sauzal gold deposit in Mexico and the Marlin
gold deposit in Guatemala. Mr. Reifel holds a Bachelor of Commerce degree and a Masters of Science degree in Business Administration from the University of British Columbia. Mr. Reifels extensive experience in the mining industry,
coupled with his background in precious metals exploration and project development, combine to provide valuable industry insight and perspective to both the Board and management. Mr. Reifel is a member of the NACD.

A. Dan Rovig  Director. Mr. Rovig was appointed to the Board in November 2006. Prior thereto, he had been a
director and Chairman of the Board of Glamis since November 1998. Before his appointment as Chairman, Mr. Rovig served first as President of Glamis from September 1988 until his appointment as a director and the President and Chief Executive
Officer of Glamis and its subsidiaries from November 1989 to August 1997 when he retired. Prior to 1988, Mr. Rovig was an executive officer of British Petroleum Ltd., including its subsidiaries Amselco Minerals Inc. and BP Minerals America for
five years. He holds a Bachelor of Science in Mining Engineering, a Masters of Science in Mineral Dressing Engineering from Montana College of Mineral Science and Technology and a Doctor of Science (honoris causa) from Montana Tech of the University
of Montana. He is also a registered member of the Society for Mining, Metallurgy and Exploration, and the Geological Society of Nevada. In 2008, Mr. Rovig was recognized as a Legion of Honor Member by the Society of Mining, Metallurgy and
Exploration. In December 2001, he was elected to the American Mining Hall of Fame and in May 1995 he received the Gold Medallion Award at Montana Tech of the University of Montana. Mr. Rovigs extensive experience and recognized standing
in the mining industry, as well as his significant operations and management experience and in-depth technical knowledge of Goldcorps mining operations, provides valuable insight and perspective to both the Board and management. Mr. Rovig
is a member of the NACD.

Blanca Treviño de Vega  Director. Ms. Treviño is currently
President and Chief Executive Officer of Softtek, S.A. de C.V. (also known as Softtek, S.A. de C.V) (Softek). Under her leadership, Softtek has become a leading information technology services company in Latin America. As President,
Ms. Treviño has positioned Softtek as a key part of Mexico, opening its doors to the United States as a provider of information & technology services (IT) services. This shaped what is known today as Nearshore,
Softteks trademarked delivery model, and a term widely used in the industry to define outsourcing services provided by countries within close proximity. Throughout her 25-year career, Ms. Treviño has gained international
recognition as a promoter of the IT services industry in and from emerging countries. To help increase the participation of Latin America in the IT field, Ms. Treviño has collaborated with various governments in the early strategies of
development. Ms. Treviño has been on the Board of Directors for Wal-Mart de Mexico SAB De CV since 2006, and has been a board member for several universities and nonprofit organizations. She has also been a frequent presenter in national
and international forums related to entrepreneurialism, information technology and the role of women in business. She has participated in forums at the World Bank, Inter-American Development Bank, Kellogg School of Management, Harvard Business
School and London Business School. Beyond the IT industry, she is identified by several media publications as one of the most influential executives in Mexico and Latin America. Her experience and contribution as a business woman were recently
honored by Endeavor, organization with presence in 12 countries that promote the emerging and development of new entrepreneurs, which during their Gala 2011 gave her a recognition for her experience as an entrepreneur.
Ms. Treviño was also the first woman to be inducted into the prestigious IAOP (International Association of Outsourcing Providers) Outsourcing Hall of Fame and has been named one of the Top 25 Businesswomen by The Latin Business
Chronicle, and a Rising Star on Fortunes list of the 50 Most Powerful Women, among other accolades. Originally from Monterrey, Mexico, Ms. Treviño studied Computer Science at the Instituto Tecnológico de Estudios Superiores
de Monterrey (ITESM). Ms. Treviños significant experience in the IT



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industry, coupled with her experience as an entrepreneur bring important insight to both the Board and management. Ms. Treviño is a member of the NACD.

Kenneth F. Williamson  Director. Mr. Williamson was appointed to the Board in November 2006. Prior thereto, he
had been a director of Glamis since 1999. He was Vice-Chairman, Investment Banking at Midland Walwyn/Merrill Lynch Canada Inc. from 1993 to 1998. He has worked in the securities industry for more than 25 years, concentrating on financial services
and the natural resource industries in the United States and Europe. Mr. Williamson is a director of a number of companies in the natural resource sector. He holds a Bachelor of Applied Science (P.Eng.) degree from the University of Toronto and
a Masters in Business Administration from the University of Western Ontario. Mr. Williamsons experience in the investment banking and natural resources industries, in both domestic and international markets, combined with his knowledge of
commodities and securities markets, provides the Board with valuable insight and perspective on these issues. In addition, Mr. Williamson brings valuable financial expertise and understanding to the Board. Mr. Williamson is a member of the
NACD.

David L. Deisley  Executive Vice President, Corporate Affairs and General Counsel. Mr. Deisley
joined Goldcorp in September 2007 as Vice President, General Counsel. On July 8, 2010, Mr. Deisley was appointed Executive Vice President, Corporate Affairs and General Counsel of Goldcorp. Previously, he served as regional general counsel
for Barrick Gold Corporations North America Region in Salt Lake City, Utah. Mr. Deisley was also based in Santiago, Chile for three years working with Barrick on its Pascua Lama and Veladero projects. Prior to joining Barrick, he was a
shareholder at Parsons Behle & Latimer where he served as a member and chair of the firms Natural Resources practice. He obtained his Juris Doctor from the University of Utah College of Law and his Bachelor of Arts from Brown
University. Mr. Deisley has over 25 years experience in the mining industry in North and South America.

Lindsay A.
Hall  Executive Vice President and Chief Financial Officer. Mr. Hall was appointed Executive Vice President and Chief Financial Officer of Goldcorp on April 19, 2006. Mr. Hall is a Chartered Accountant with extensive
experience in senior financial positions in the energy industry. He has held a series of progressively senior positions at various major business units of Duke Energy Corporation, culminating in the role of Vice President and Treasurer.
Mr. Hall also previously held the position of Vice President, Finance, for Westcoast Energy until it was acquired by Duke Energy Corporation. Mr. Hall has a Bachelor of Arts in Economics and a Bachelor of Commerce (Honours) from the
University of Manitoba.

Timo Jauristo  Executive Vice President, Corporate Development. Mr. Jauristo
was appointed Vice President, Corporate Development of the Corporation effective June 16, 2009. On July 8, 2010, Mr. Jauristo was appointed Executive Vice President, Corporate Development of Goldcorp. Mr. Jauristo is a geologist
with over 30 years of international experience in the mining industry in gold, base metals and uranium. He spent 15 years with Placer Dome in various operating and corporate roles in exploration in Australia and Asia and in business development.
Mr. Jauristo served as the General Manager Corporate Development at Placer Dome from August 1997 to June 2005. Mr. Jauristo was involved in numerous merger and acquisition transactions in many of the major gold producing regions of the
world. Between leaving Placer Dome in 2005 and joining Goldcorp in 2009, Mr. Jauristo was the Chief Executive Officer of Zincore Metals Inc. from November 2006 to May 2009 and was the Chief Executive Officer of Southwestern Resources Corp. from
September 2007 to May 2009, both junior mining companies with exploration and development assets mostly in Peru.

Steve
P. Reid  Executive Vice President and Chief Operating Officer. Mr. Reid was appointed Chief Operating Officer of the Corporation effective January 1, 2007 and, prior thereto, Executive Vice President, Canada and USA effective
concurrently with the completion of the acquisition of Placer Dome (CLA) Limited. Mr. Reid is a mining engineer with 35 years of extensive international experience in both the operating and business aspects of the mining industry. Prior to
joining Goldcorp, he worked for Placer Dome as the Country Manager for the Canadian operations. He spent a total of 13 years working for Placer Dome, holding numerous corporate, mine management and operating roles worldwide. Mr. Reid has also
worked in leadership positions for Kingsgate Consolidated and Newcrest Mining Limited, where he was responsible for running operations throughout Asia and Australia.

Gerard Atkinson  Senior Vice President, Human Resources. Mr. Atkinson joined the Corporation in May 2006 and was appointed Vice President, Human Resources, Corporate and Canada of
the Corporation effective



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May 2, 2007. On July 8, 2010, Mr. Atkinson was appointed Senior Vice President, Human Resources of Goldcorp. Mr. Atkinson has 20 years experience in senior human resources
roles in the mining industry and in the oil and gas industry with Duke Energy Gas Transmission and Trans Canada Pipelines. Mr. Atkinson holds a Bachelor of Commerce degree from the University of Durham in England.

George Burns  Senior Vice President, Mexico. Mr. Burns was appointed Senior Vice President, Mexico on
April 1, 2011 from his prior position as Senior Vice President, Canada and United States of the Corporation. Mr. Burns joined Goldcorp on August 8, 2007 and has over 33 years of experience in the mineral sector, including executive,
operations, development and engineering leadership roles in gold, copper and coal operations. Prior to joining the Corporation, Mr. Burns was Vice President and Chief Operating Officer of Centerra Gold Inc. Mr. Burns served in various
capacities for Asarco, including Vice President of Mining as well as numerous capacities for Cyprus Minerals Corporation and he began his career with the Anaconda Company in 1978. Mr. Burns received a Bachelor of Science degree in Mining
Engineering from the Montana College of Mineral Science and Technology in 1982.

Paul Farrow  Senior Vice
President, People and Safety. Mr. Farrow joined Goldcorp as Director of Safety in 2007. He was previously Vice President, Safety and Health and on February 15, 2012, he was appointed to Senior Vice President, People and Safety.
Prior to joining Goldcorp, Mr. Farrow was a principal with Environmental Resources Management in Toronto (since 2003). From 2000 to September, 2003, Mr. Farrow was President at Hunter Jordan Associates. He has over 25 years experience in
the safety, health and environmental fields as well as a background in management consulting.

Barry Olson  Senior
Vice President, Project Development. Mr. Olson was appointed Vice President, Project Development on October 30, 2008. On July 8, 2010, Mr. Olson was appointed Senior Vice President, Project Development of Goldcorp. Prior
thereto, he served as the Vice President, Chief Operating Officer, Luismin, Mexico from May 2007 to October 2008. From August 2006 until the completion of the acquisition of Glamis, Mr. Olson was Vice President, Director, Mexican Operations of
Glamis. Prior to joining Glamis, from 2001 to August 2006, Mr. Olson was Vice President, General Manager for Coeur dAlene Mines Corp. at its Rochester mine and Senior Vice President, Operations for mines in Chile and Argentina.
Mr. Olson has extensive experience in design, construction and managing mines in Nevada, California, Chile and Argentina. Mr. Olson has a Bachelor of Science degree in Metallurgical Engineering and a Masters of Science degree in Mining
Engineering from the University of Idaho.

Charles Ronkos  Senior Vice President, Exploration.
Mr. Ronkos was appointed Vice President, Exploration of the Corporation effective January 1, 2007. On July 8, 2010, Mr. Ronkos was appointed Senior Vice President, Exploration of Goldcorp. From 1999 until the completion of the
acquisition of Glamis, Mr. Ronkos worked most recently as Vice President, Exploration of Glamis. He was employed with Glamis since 1992, seven of those years with Rayrock Resources Inc. prior to its acquisition by Glamis. He holds a Bachelor of
Arts degree from the Wittenberg University and graduated from the University of Nevada with a Master of Science degree in 1981. His 32 year career includes assignments with Rio Algom, Battle Mountain Gold, Pegasus, Hecla and Cordex.

Colette Rustad  Senior Vice President, Corporate Controller. Ms. Rustad was appointed Vice
President, Corporate Controller of the Corporation effective May 2, 2007. On July 8, 2010, Ms. Rustad was appointed Senior Vice President, Corporate Controller of Goldcorp. Ms. Rustad has over 20 years experience as an
international finance professional in the mining/resource/finance industries. During her 11 year tenure at Placer Dome, she held senior leadership positions that included Vice President, Chief Financial Officer, Africa, based in Johannesburg;
Director, Global Audit Services and Treasurer, North America. During her eight year tenure at Ernst & Young, Toronto, she specialized in both audit and tax in the financial institution and resources industries. She is a member of the
Institute of Chartered Accountants of Ontario and British Columbia; completed the Advanced Management Program, the Wharton Business School, at the University of Pennsylvania; and has a Bachelor of Commerce degree from the University of Calgary.

Mark A. Ruus  Senior Vice President, Tax. Mr. Ruus was appointed Vice President, Tax of the
Corporation effective November 15, 2006, having joined the Corporation in July 2006. On July 8, 2010, Mr. Ruus was appointed Senior Vice President, Tax of Goldcorp. He is responsible for global tax planning, tax-related support of
corporate development and finance activities and tax compliance. Before joining the Corporation, Mr.



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Ruus was Vice President, Taxation for Placer Dome where he played leading tax roles for ten years. Prior to this he spent 14 years with Price Waterhouse (pre-merger with Coopers &
Lybrand) servicing primarily international resource companies. Mr. Ruus is a Chartered Accountant and holds a Bachelor of Commerce degree from the University of Calgary.

Cheryl A. Sedestrom  Senior Vice President, Metals Marketing. Ms. Sedestrom was appointed Senior Vice President, Metals Marketing of Goldcorp on July 8, 2010. From May 2008
to July 2010 she served as Vice President, Metals Marketing and prior to that as Vice President, Risk Management from January 1, 2007 to May, 2008. From 2000 until the completion of the acquisition of Glamis, Ms. Sedestrom served as Vice
President, Finance, Chief Financial Officer and Treasurer of Glamis. Ms. Sedestrom has over 25 years of experience in the mining and financial industries with Glamis and Goldman Sachs & Co., including the J. Aron commodity-trading
division. Ms. Sedestrom is a Certified Public Accountant and holds a M.B.A. in accounting as well as a B.A. in political science, both from the University of Michigan.

John Allan  Vice President, Sustainable Development. Mr. Allan was appointed Vice President, Sustainable Development of the Corporation effective March 7, 2007.
Mr. Allan is an environmental scientist with 32 years experience in various environmental roles in the mining industry. Prior to joining the Corporation, he held the position of Group Manager, Environment with Newcrest Mining Limited for a
period of eight years. He has held senior environmental roles with RGC Limited and Rio Tinto, being responsible for environmental performance of operations in Australia, South East Asia and North America.

Dina Aloi  Vice President, Corporate Social Responsibility. Ms. Aloi was appointed Vice President, Corporate
Social Responsibility of the Corporation effective March 16, 2009. Prior to joining Goldcorp, Ms. Aloi was the Global Director of the Social Impact Management practice at Hatch Ltd., a major engineering consulting firm since January 2006.
From January 2005 to January 2006, Ms. Aloi was an independent international development consultant, following 15 years of service with non-governmental organizations focused on development, war zones, displaced populations and child soldiers.
Ms. Aloi holds a Bachelor of Arts in Rural Sociology from Cornell University, a Master of Arts in Social Anthropology and a Graduate Diploma in Refugee and Migration Studies from York University.

Maryse Belanger  Vice President, Technical Services. Ms. Belanger was appointed Vice President, Technical
Services on October 26, 2011. Prior to that, she served as Director, Technical Services from October 2009 to October 2011. She has more than 25 years experience in the mining industry, which includes all aspects of geostatistics, mine planning,
mining operations, managing technical services teams, preparing pre-feasibility and feasibility studies, implementing best practices and corporate standards and providing oversight to corporate development activities. Prior to joining Goldcorp,
Ms. Belanger was Director, Technical Services for Kinross Gold Corporation from October 2003 to October 2009.

Brent Bergeron  Vice President, Corporate Affairs. Mr. Bergeron has 20 years of international and
government relations experience in many sectors such as government software, broadcasting, telecommunications and utilities. From June 2009 April until October 2010, Mr. Bergeron was employed by Harris Computer Systems Inc., the
Advanced Utility Division, as Vice President of Business and Strategic Development. Prior to this position, Mr. Bergeron held progressively senior positions at various companies in Canada and Mexico where he was responsible for government
relation and business development activities in Latin America, Africa, Europe and Asia. Mr. Bergeron has a Bachelor of Arts (Economics) and Master of Arts (Economics) degree from Carleton University.

Horacio Bruna  Vice President, Canada and US Operations.Mr. Bruna was appointed Vice President, Canada and US
Operations on April 1, 2011. Mr. Bruna is a Civil Mining Engineer with 36 years experience in the mining sector, managing copper and gold mines in the exploration, development and operational stages in Chile, Mexico, Spain and
Canada. Mr. Bruna was initially involved in the Collahuasi and Quebrada Blanca projects in Chile from 1979 to 1992 as Resident Manager working for Falconbridge Canada, and in 1992 he was the Special Projects Superintendant at Kidd Creek
Mines in Northern Ontario. From 1993 to 1994, Mr. Bruna was the Chief of Operations at the Asnalcollar Mine in Spain. From 1997 to 2006 he served as the General Manager for Antofagasta Minerals PLC of the Michilla copper
mine. Mr. Bruna joined Goldcorp in 2006 as the manager of the La Coipa gold mine in northern Chile. From January 2008 to February 2008 he was the Mine Manager at the Nuckay mine in



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Guerro, Mexico. Mr. Bruna served as the Chief Operating Officer of the Mexican operations for the corporation from October 2008 to September 2010. Mr. Bruna has a Civil Mining
Engineer degree from the University of Chile.

Kathy Chan  Vice President, Assistant Controller.
Ms. Chan was appointed Vice President, Assistant Controller of the Corporation effective May 19, 2010. Prior to joining the Corporation, Ms. Chan was employed by Impact Financial Management Inc. and provided financial and management
consulting services in the capacity of controller and corporate secretary for several resource companies including Gold Wheaton Gold Corp. (TSX), Calyjeso Uranium Corp., Thor Exploration Ltd., and Cap-Link Ventures Ltd. (listed on the TSX Venture
Exchange) from February 2007 to April 2010. From July 2006 to February 2007, Ms. Chan served as the Senior Manager of Financial Reporting with the British Columbia Transmission Corporation. Over a period of eleven years, Ms. Chan has held
various financial reporting positions at Duke Energy Gas Transmission (formerly Westcoast Energy Inc.), ultimately as Director of Financial reporting. Ms. Chan is a Chartered Accountant and holds a Bachelor of Business Administration from
Simon Fraser University.

Frank Crema  Vice President, Treasurer.Mr. Crema was appointed Vice
President, Treasurer of the Corporation effective April 28, 2010. He has over twenty years experience as an accountant and international finance professional in the mining industry. Mr. Crema joined Goldcorps finance
department on May 15, 2006 as its Assistant Treasurer. During his eighteen year career with Placer Dome, he held various accounting positions within the parent company. This time was followed by a number of treasury positions of
increasing responsibility over the last twelve years with two Placer Dome subsidiaries culminating with the position of Senior Treasury Analyst with the parent company. Mr. Crema is a member of Certified General Accountants of British
Columbia (1986) and a graduate of the University of British Columbia Commerce undergraduate program (1982).

Salvador Garcia  Vice President, Mexico. Mr. Garcia was appointed Vice President, Mexico on May 20, 2008.
Since February 2007 he has held the role as Director of Goldcorp Mexico and was Director General for the Mexico region until May 2008. Mr. Garcia has held several positions at Luismin since 1986, including Mine Supervisor at San Dimas District,
Mine Superintendent, Assistant Manager, and San Dimas Manager. Prior to this, he worked as Chief Mine Production in San Martin gold mine, Zacatecas for Industrial Minera Mexico (Grupo Mexico) until 1985. He received his Bachelor of Science in Mining
Engineering from the University of Guanajuato in 1978. Mr. Garcia is a member of the Mexican Mining Engineers, Metallurgists and Geologists Association and a member of the Board of the Mexican Mining Chamber and the Chairman for the Mining Task
Force of the Canadian Chamber of Commerce in Mexico.

Rohan Hazelton  Vice President, Finance.
Mr. Hazelton was appointed Vice President, Finance of the Corporation effective November 15, 2006 and, prior thereto, he was Corporate Controller of the Corporation since March 17, 2005. Mr. Hazelton joined Wheaton in November
2002 and became Corporate Controller of Wheaton in October 2004. Prior to joining Wheaton, he worked at Arthur Andersen. He is a Chartered Accountant and holds a Bachelor of Arts degree in math and economics from Harvard University.

Wendy Louie  Vice President, Reporting. Ms. Louie served as Vice President, Controller of the Corporation from
November 15, 2006 to May, 2007 and as Vice President, Assistant Controller from May 3, 2007 to May, 2010, when she was appointed Vice President, Reporting. Prior to joining the Corporation, from May 2003 to May 2006, she was a Senior Tax
Manager at Ernst & Young, and prior thereto, over a period of nine years, held various financial reporting positions at Duke Energy Gas Transmission (formerly Westcoast Energy Inc.), ultimately as Director of Corporate Accounting.
Ms. Louie is a Chartered Accountant and holds a Bachelor of Commerce from University of British Columbia.

Mark
Olson  Vice President, Information Technology. Mr. Olson joined the Corporation in March 2006 and was appointed Vice President, Information Technology of the Corporation effective May 2, 2007. Mr. Olson is responsible
for providing strategic direction, guidance and leadership in the area of information technology to all of Goldcorps operations. Prior to joining the Corporation, he spent seven years with Deloitte & Touche LLP in an information
technology consulting role, and ten years with Teck Cominco Limited as a mine controller where his responsibilities included information technology at specific mine sites.

Richard Orazietti  Vice President, Internal Audit.Mr. Orazietti joined Goldcorp on January 16, 2012 and was appointed Vice President, Internal Audit effective
February 15, 2012. Prior to Goldcorp, Mr. Orazietti was



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Vice President of Finance at BCE Inc., Canadas largest communications company where he led the financial management of various operating divisions including most recently, its residential
services business. Prior to joining BCE Inc. in December 2004, he was Director, Operational Finance at 360networks Corp, a North American telecommunications provider, where he held several increasingly senior roles in Finance and was a key member of
the management team involved in the sale of the 360networks Canadian operations to BCE Inc. He brings to the company extensive experience in financial and operational management, business planning, mergers and acquisitions and restructuring.
Mr. Orazietti is a Chartered Accountant in British Columbia and holds a Bachelor of Business Administration from Simon Fraser University.

David Parsons  Vice President, Insurance.Mr. Parsons is currently Vice President, Insurance of the Corporation. Prior to such appointment in 2010, from October 2004 to 2010, he
was Director, Corporate Services and Financial Analysis. Since 2001, he was employed by Wheaton River and served as Controller until October 2004. Mr. Parsons was directly involved in the acquisitions by Wheaton River and the
subsequent merger with Goldcorp in 2005. He holds a Bachelor of Arts degree from the University of British Columbia and is a Certified General Accountant with over 25 years experience in the gold mining industry, having served in the roles of
Controller, Chief Financial Officer and Director of public companies.

Anna M. Tudela  Vice President, Regulatory
Affairs and Corporate Secretary. Ms. Tudela was appointed Vice President, Regulatory Affairs on May 20, 2008. Prior thereto, she served as Director, Regulatory Compliance from August 2007 to May 2008, was appointed Corporate
Secretary on May 2, 2007 and served as Director, Legal and Assistant Corporate Secretary from August 15, 2005 to May 2, 2007. Ms. Tudela has more than 20 years of experience in the securities and corporate finance areas. She is a
member of the Member of the Canadian Society of Corporate Secretaries, the Institute of Corporate Directors, the British Columbia and Yukon Chamber of Mines, Forum for Women Entrepreneurs BC, the Rocky Mountain Mineral Foundation and a member of
Women on Board. Prior to joining Goldcorp, Ms. Tudela worked in the Securities and Corporate Finance Department of Davis LLP. Ms. Tudela was Corporate Secretary of Diamond Fields Resources Inc. from 1995 to 1996 and Director, Legal and
Assistant Corporate Secretary of Silver Wheaton from July 2005 to October 2007.

Eduardo Villacorta  Vice
President, Central and South America. Mr. Villacorta was appointed Vice President, Central and South America effective December 1, 2009. Mr. Villacorta has been involved with Goldcorps Central American businesses at
Marlin, the San Martín gold mine and Cerro Blanco for more than nine years. He went to law school at the National University of Honduras, with an emphasis on corporate law and has taken several training programs on management and
negotiations. As a member of Abogados y Asesores Corporativos S.A.C., a law firm in Honduras, he worked for several mining companies in the country, one of them being Glamis which he joined in 2001 as General Manager of the San Martín gold
mine. Prior to his current position, Mr. Villacorta was the Executive Director for the region

Jeffrey Wilhoit
 Vice President, Investor Relations. Mr. Wilhoit was appointed Vice President, Investor Relations of the Corporation effective January 1, 2007. From November 2005 until the completion of the acquisition of Glamis,
Mr. Wilhoit served as Director, Investor Relations of Glamis. Prior thereto, from November 1996 to November 2005, Mr. Wilhoit served as Vice President of the Financial Relations Board, an investor relations consulting company based in
Chicago, Illinois.

Directors are elected at each annual meeting of Goldcorps shareholders and serve as such until the
next annual meeting or until their successors are elected or appointed.

As at March 28, 2012, the directors and
executive officers of Goldcorp, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 5,460,068 Common Shares, representing less than one percent of the total number of Common Shares outstanding before giving
effect to the exercise of options or warrants to purchase Common Shares held by such directors and executive officers. The statement as to the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is
exercised by the directors and executive officers of Goldcorp as a group is based upon information furnished by the directors and executive officers.



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Cease Trade Orders, Bankruptcies, Penalties and Sanctions

No director or executive officer of the Corporation is, or within ten years prior to the date hereof has been, a director, chief executive
officer or chief financial officer of any company (including the Corporation) that, (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under
securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
(ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive
days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief
executive officer or chief financial officer.

No director or executive officer of the Corporation, or a shareholder holding a
sufficient number of securities of the Corporation to affect materially control of the Corporation, (i) is, or within ten years prior to the date hereof has been, a director or executive officer of any company (including the Corporation) that,
while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, other than Peter J. Dey, who ceased to be a director of the Chicago Sun Times in 2008, prior to the Chicago Sun Times
filing for Chapter 11 Bankruptcy on March 31, 2009; or (ii) has, within ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any
proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

No director or executive officer of the Corporation, or a shareholder holding a sufficient number of securities of the Corporation to
affect materially the control of the Corporation, has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a
securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

To the best of Goldcorps knowledge, and other than as disclosed in this annual information form, there are no known existing or
potential conflicts of interest between Goldcorp and any director or officer of Goldcorp, except that certain of the directors and officers serve as directors and officers of other public companies, specifically Silver Wheaton, Tahoe and Primero,
and therefore it is possible that a conflict may arise between their duties as a director or officer of Goldcorp and their duties as a director or officer of such other companies. See Risk Factors  Conflicts of Interest.



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LEGAL PROCEEDINGS AND REGULATORY ACTIONS

On January 13, 2010, the Corporation received a statement of claim filed by Barrick in the Ontario Superior Court of Justice,
against the Corporation, New Gold, and their affiliated subsidiaries, relating to the exercise of the right of first refusal by a New Gold subsidiary in respect of Xstrata Chiles interest in the El Morro Project, as described above under the
heading General Development of the Business  Acquisition of 70% Interest in El Morro Project. Among the relief requested by Barrick is that the El Morro Project be held in trust for the benefit of Barrick. On February 26,
2010, Barrick delivered a motion seeking leave to amend its statement of claim to add Xstrata Chile, Xstrata Canada and El Morro as defendants. In the amended statement of claim, Barrick asserted additional claims against Xstrata Chile for breach of
the Barrick sale agreement and breach of the duty of good faith in the performance of its contractual obligations and added Xstrata Canada as a defendant to the previously stated tort claims. All parties subsequently agreed to have all claims
related to the acquisition of the Xstrata interest heard by the Ontario Courts, including the Supreme Court of Canada. The trial of the liability issues occurred in June 2011. Evidence regarding potential damages was heard in October 2011. Written
arguments were presented by the parties in December 2011 and January 2012 and final oral arguments were heard by the Court at the end of January and beginning of February 2012. The matter has been submitted to the Court for decision, the timing of
which is at the discretion of the Court. Goldcorp is confident that it has acted lawfully and appropriately in all aspects of this transaction and defended itself against the claim.

In addition to the litigation brought by Barrick described above, the Corporation is, from time to time, involved in various claims,
legal proceedings and complaints arising in the ordinary course of business. The Corporation cannot reasonably predict the likelihood or outcome of these actions. Goldcorp does not believe that adverse decisions in any other pending or threatened
proceedings related to any matter, or any amount which may be required to be paid by reason therein, will have a material effect on the financial condition or future results of operations of the Corporation.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as described below and elsewhere in this annual information form, since January 1, 2009, no director, executive officer
or 10% shareholder of the Corporation or any associate or affiliate of any such person or company, has or had any material interest, direct or indirect, in any transaction that has materially affected or will materially affect the Corporation or any
of its subsidiaries.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares in Canada is CIBC Mellon Trust Company at its principal offices in Vancouver,
British Columbia and Toronto, Ontario. The co-transfer agent and registrar for the Common Shares in the United States is Mellon Investor Services LLC at its principal offices in Jersey City, New Jersey.

MATERIAL CONTRACTS

The only material contracts entered into by the Corporation within the financial year ended December 31, 2011 or before such time that is still in effect, other than in the ordinary course of
business, is the purchase agreement dated June 1, 2009 between the Corporation and J.P. Morgan Securities Inc., as representative of several initial purchasers, in connection with the sale of the Notes, available under the Corporations
profile at www.sedar.com.



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INTERESTS OF EXPERTS

The following are the technical reports prepared in accordance with NI 43-101 from which certain technical information relating to the
Corporations mineral projects on a property material to the Corporation contained in this annual information form has been derived:



|1. | Red Lake Gold Mines  Stephane Blais, P.Eng., Technical Services Manager, Red Lake Gold Mines, Chris Osiowy, P.Geo., Manager of Exploration, Red Lake Gold Mines,
and Ian Glazier, P. Eng., Processing Manager, Red Lake Gold Mines, prepared a technical report in accordance with NI 43-101 entitled Red Lake Gold Operation, Ontario, Canada NI 43-101 Technical Report dated March 14, 2011, as
amended March 30, 2011.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | Éléonore Project  Carl Michaud, Eng., Chief Engineer, Éléonore Project, Andy Fortin, Eng., Manager, Process and Surface Operations,
Éléonore Project, Jacques Simoneau, P. Geo., Director, Exploration, Éléonore Project, Eric Chen, P.Geo., Superintendant of Long Range Planning & Modelling, Peñasquito Mine (then, Manager of Mineral
Resources, Goldcorp), and Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, prepared a technical report in accordance with NI 43-101 entitled Éléonore Gold Project Quebec, Canada NI 43-101 Technical
Report that has an effective date of January 26, 2012.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Peñasquito Mine  Guillermo Pareja, P.Geo., Manager Resource Evaluation, Goldcorp, Peter Nahan, AusIMM., Senior Evaluation Engineer, Goldcorp, and Maryse
Belanger, P.Geo., Vice President, Technical Services, Goldcorp, prepared a technical report in accordance with NI 43-101 entitled Goldcorp Inc., Peñasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101 Technical Report
dated March 21, 2011.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | Marlin Mine  Andrew S. Tripp, P.Eng., Chief Engineer, Marlin Mine, prepared a technical report in accordance with NI 43-101 entitled Goldcorp Inc., Marlin
Gold Operation, Guatemala, NI 43-101 Technical Report dated March 21, 2011.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | Pueblo Viejo Project  Robbert Borst, C.Eng., Associate Principal Mining Engineer, RPA, Chester Moore, P.Eng., Principal Geologist, RPA and André
Villeneuve, P.Eng., Associate Metallurgist, RPA prepared a technical report in accordance with NI 43-101 entitled Technical Report on the Pueblo Viejo Project, Sanchez Ramirez Province, Dominican Republic dated March 16, 2012.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | Cerro Negro Project  Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, and Sophie Bergeron, eng., Senior Mining Engineer, Goldcorp, prepared
a technical report in accordance with NI 43-101 entitled Cerro Negro Gold Project, Santa Cruz Province, Argentina, NI 43-101 Technical Report on Updated Feasibility Study dated April 5, 2011.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each of these technical reports is available on SEDAR at www.sedar.com and a summary of each of these technical reports is
contained in this annual information form under Description of the Business  Mineral Properties. The authors of the technical reports have reviewed and approved the summaries of their respective technical reports contained in this
annual information form.

All scientific and technical information in this annual information form relating to any updates to
the Red Lake Gold Mines, the Peñasquito Mine and the Cerro Negro Project since the date of the respective technical reports, other than the Mineral Reserve and Mineral Resource estimates, has been reviewed and approved by the authors of the
respective technical reports who are qualified persons under NI 43-101. All scientific and technical information in this annual information form relating to any updates to the Marlin Mine since the date of the Marlin Report, other than the Mineral
Reserve and Mineral Resource estimates has been reviewed and approved by Christian Ardiles, Eng., Reserve Engineer, Marlin Mine, who is a qualified person under NI 43-101.

All Mineral Reserves, Ore Reserves and Mineral Resources estimates as at December 31, 2011 included in this annual information form, other than the Mineral Reserve and Mineral Resource estimates for
the Pueblo Viejo Project, have been reviewed and approved by Maryse Belanger, P. Geo., Vice President, Technical Services, Goldcorp, a qualified person under NI 43-101. The Mineral Reserve estimates for the Pueblo Viejo Project as at
December 31, 2011 included in this annual information form have been reviewed and approved by Robbert Borst,



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C.Eng., Associate Principal Mining Engineer, RPA, and the Mineral Resource estimates for the Pueblo Viejo Project as at December 31, 2011 included in this annual information form have been
reviewed and approved by Chester Moore, P.Eng., Principal Geologist, RPA, each of whom is a qualified person under NI 43-101.

Each of the aforementioned firms or persons held less than one percent of the outstanding securities of the Corporation or of any
associate or affiliate of the Corporation when they prepared the technical reports referred to above or following the preparation of such technical reports. None of the aforementioned firms or persons received any direct or indirect interest in any
securities of the Corporation or of any associate or affiliate of the Corporation in connection with the preparation of such technical reports.

None of the aforementioned firms or persons, nor any directors, officers or employees of such firms, are currently expected to be elected, appointed or employed as a director, officer or employee of the
Corporation or of any associate or affiliate of the Corporation, other than Stephane Blais, Chris Osiowy, Ian Glazier, Carl Michaud, Jacques Simoneau, Andy Fortin, Eric Chen, Guillermo Pareja, Peter Nahan, Maryse Belanger, Andrew S. Tripp, Christian
Ardiles and Sophie Bergeron who are each currently employed by Goldcorp or one of its subsidiaries.

Deloitte &
Touche LLP (Deloitte) is the independent registered chartered accountants of the Corporation and is independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

AUDIT COMMITTEE

The Corporations Audit Committee is responsible for monitoring the Corporations systems and procedures for financial reporting and internal control, reviewing certain public disclosure
documents and monitoring the performance and independence of the Corporations external auditors. The Audit Committee is also responsible for reviewing the Corporations annual audited consolidated financial statements, unaudited interim
consolidated financial statements and managements discussion and analysis of financial results of operations for both annual and interim consolidated financial statements and review of related operations prior to their approval by the full
board of directors of the Corporation.

The Audit Committees charter sets out its responsibilities and duties,
qualifications for membership, procedures for committee member removal and appointments and reporting to the Corporations board of directors. A copy of the charter is attached hereto as Schedule A.

The members of the Corporations current Audit Committee are Beverley A. Briscoe (Chair), Lawrence I. Bell, Douglas Holtby and
Kenneth F. Williamson. Each of Ms. Briscoe and Messrs. Bell, Holtby and Williamson are independent and financially literate within the meaning of Multilateral Instrument 52-110 Audit Committees (MI 52-110). In addition to
being independent directors as described above, all members of the Audit Committee must meet an additional independence test under MI 52-110 in that their directors fees are the only compensation they, or their firms, receive from
the Corporation and that they are not affiliated with the Corporation. The meaning of independence under MI 52-110 is set out in Schedule A to the Audit Committees charter.

The Audit Committee met four times in 2011. Each of Beverley A. Briscoe (Chair), Lawrence I. Bell, Douglas M. Holtby and Kenneth F.
Williamson were present at all four meetings.

Relevant Education and Experience

Set out below is a description of the education and experience of each audit committee member that is relevant to the performance of his
or her responsibilities as an audit committee member:

Beverley A. Briscoe  Director. Ms. Briscoe has
been President of Briscoe Management Limited since 2004. From 2003 to 2007, she was Chair of the Industry Training Authority for BC, from 1997 to 2004, she was President and owner of Hiway Refrigeration Limited, from 1994 to 1997, she was Vice
President and General Manager of Wajax Industries Limited, from 1989 to 1994, she was Vice President, Finance of Rivtow Group of Companies and, from 1983 to 1989, she was Chief Financial Officer of various operating divisions of The Jim Pattison
Group. Ms. Briscoe is currently a director of Ritchie Bros. Auctioneers



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Incorporated. She is a Fellow Chartered Accountant. She holds a Bachelor of Commerce degree from the University of British Columbia. Ms. Briscoe brings an important range of extensive and
diverse financial, accounting and business experience to the Board. In addition, Ms. Briscoes experience managing financial and reporting matters benefit the Corporation with respect to the issues overseen by the Corporations Audit
Committee. Ms. Briscoe is a member of the NACD. On March 2, 2011, Ms. Briscoe received the Lifetime Achievement Award at the 12thAnnual Influential Women in Business Awards and on May 30, 2012, Ms. Briscoe will be presented with the
Institute of Corporate Directors 2012 ICD Fellowship Award.

Lawrence I. Bell  Director. Mr. Lawrence
Bell served as the non-executive Chairman of British Columbia Hydro and Power Authority until December 2007. From August 2001 to November 2003, Mr. Bell was Chairman and Chief Executive Officer of British Columbia Hydro and Power Authority and,
from 1987 to 1991, he was Chairman and Chief Executive Officer of British Columbia Hydro and Power Authority. He is also a director of Capstone Mining Corp., International Forest Products Limited, Matrix Asset Management Inc. and Silver Wheaton
Corp. and is former Chairman of the University of British Columbia Board of Directors and former Chairman of Canada Line (Rapid Transit) Project. Prior to these positions, Mr. Bell was Chairman and President of the Westar Group and Chief
Executive Officer of Vancouver City Savings Credit Union. In the provinces public sector, Mr. Bell has served as Deputy Minister of Finance and Secretary to the Treasury Board. He holds a Bachelor of Arts degree and an Honours Ph.D. from
the University of British Columbia. He also holds a Masters of Arts degree from San José State University. The Board benefits from Mr. Bells extensive financial expertise, his public company experience, his public sector service
and experience, and his knowledge of public policy issues. Mr. Bell is a member of the NACD.

Douglas M. Holtby
 Vice Chairman of the Board and Lead Director. Mr. Holtby is the Vice-Chairman of the Board and Lead Director of the Corporation. He is also President and Chief Executive Officer of three private investment companies, Arbutus Road
Investments Inc., Majick Capital Inc. and Holtby Capital Corporation and Chairman of the Board of Silver Wheaton Corp. From 1974 to 1989, he was President of Allarcom Limited, from 1982 to 1989, he was President of Allarcom Pay Television Limited,
from 1989 to 1996, he was President, Chief Executive Officer and a director of WIC Western International Communications Ltd. and Chairman of Canadian Satellite Communications Inc. and from 1998 to 1999, he was a Trustee of ROB.TV and CKVU. He is a
Fellow Chartered Accountant. Mr. Holtbys financial sophistication, accounting background, extensive investment and management experience, and business and strategic expertise significantly enhance the skill set of the Board and its
committees. Mr. Holtby is a member of the NACD and the ICD.

Kenneth F. Williamson  Director.
Mr. Williamson was appointed to the Board in November 2006. Prior thereto, he had been a director of Glamis since 1999. He was Vice-Chairman, Investment Banking at Midland Walwyn/Merrill Lynch Canada Inc. from 1993 to 1998. He has worked in the
securities industry for more than 25 years, concentrating on financial services and the natural resource industries in the United States and Europe. Mr. Williamson is a director of a number of companies in the natural resource sector. He holds
a Bachelor of Applied Science (P.Eng.) degree from the University of Toronto and a Masters in Business Administration from the University of Western Ontario. Mr. Williamsons experience in the investment banking and natural resources
industries, in both domestic and international markets, combined with his knowledge of commodities and securities markets, provides the Board with valuable insight and perspective on these issues. In addition, Mr. Williamson brings valuable
financial expertise and understanding to the Board. Mr. Williamson is a member of the NACD.

Pre-Approval Policies and Procedures

The Audit Committees charter sets out responsibilities regarding the provision of non-audit services by the
Corporations independent registered chartered accountants. This policy encourages consideration of whether the provision of services other than audit services is compatible with maintaining the auditors independence and requires Audit
Committee pre-approval of permitted audit and audit-related services.



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External Auditor Service Fees

Audit Fees

The aggregate audit fees billed by the
Corporations independent registered chartered accountants for the financial year ended December 31, 2011 were $5,511,772 (for the financial year ended December 31, 2010  $6,086,942).

Audit-Related Fees

The aggregate audit-related fees billed by the Corporations independent registered chartered accountants for the financial year
ended December 31, 2011 were $554,952 (for the financial year ended December 31, 2010  $517,510).

Tax Fees

The aggregate tax fees in respect of tax compliance, tax advice and tax planning billed by the Corporations
independent registered chartered accountants for the financial year ended December 31, 2011 were $263,023 (for the financial year ended December 31, 2010  $404,824).

All Other Fees

The aggregate non-audit fees billed by the
Corporations independent registered chartered accountants for the financial year ended December 31, 2011 were $9,628 (for the financial year ended December 31, 2010  $5,146).

Auditor Partner Rotation

As a registrant with the United States Securities and Exchange Commission, the signing Deloitte audit partner and the engagement quality
control partner cannot serve in those roles on the Goldcorp audit team for more than five consecutive years. Deloitte audit partners of Goldcorp subsidiaries whose assets or revenues constitute 20% or more of the assets or revenues of
Goldcorps respective consolidated assets or revenues cannot serve in this role for more than seven consecutive years.

ADDITIONAL INFORMATION

Additional information relating to the Corporation can be found on SEDAR at www.sedar.com; on the United States Securities and Exchange Commission website at
www.sec.gov; or on Goldcorps website at www.goldcorp.com. Additional information, including directors and officers remuneration and indebtedness, principal holders of the
Corporations securities and securities authorized for issuance under equity compensation plans is contained in the management information circular of the Corporation dated March 20, 2012 which is available on SEDAR at
www.sedar.com. Additional financial information is provided in the Corporations audited consolidated financial statements and managements discussion and analysis for the financial year ended December 31,
2011.



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SCHEDULE A

GOLDCORP INC.

AUDIT COMMITTEE CHARTER

I. PURPOSE

The Audit Committee (Audit Committee or Committee) is a committee of the Board of Directors (the Board) of Goldcorp
Inc. (Goldcorp or the Company). The primary function of the Audit Committee is to assist the Board in fulfilling its financial reporting and controls responsibilities to the shareholders of the Company and the investment
community. The external auditors will report directly to the Audit Committee. The Audit Committees primary duties and responsibilities are:



| | A. | overseeing the integrity of the Companys financial statements and reviewing the financial reports and other financial information provided by the Company to any
governmental body or the public and other relevant documents;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | B. | assisting the Board in oversight of the Companys compliance with legal and regulatory requirements;
| | -- | ----------------------------------------------------------------------------------------------------



| | C. | recommending the appointment and reviewing and appraising the audit efforts of the Companys independent auditor, overseeing the non-audit services provided by the
independent auditor, overseeing the independent auditors qualifications and independence and providing an open avenue of communication among the independent auditor, financial and senior management and the Board of Directors;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | D. | assisting the Board in oversight of the performance of the Companys internal audit function;
| | -- | ---------------------------------------------------------------------------------------------



| | E. | serving as an independent and objective party to oversee and monitor the Companys financial reporting process and internal controls, the Companys processes
to manage business and financial risk, and its compliance with legal, ethical and regulatory requirements;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | F. | preparing Audit Committee report(s) as required by applicable regulators; and
| | -- | -----------------------------------------------------------------------------



| | G. | encouraging continuous improvement of, and fostering adherence to, the Companys policies, procedures and practices at all levels.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------

II. COMPOSITION AND OPERATIONS



| | A. | The Committee shall operate under the guidelines applicable to all Board committees, which are located in item 31(vii) of Tab A-8, Board Guidelines.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | B. | The Audit Committee shall be comprised of at least three directors, all of whom are independent as such term is defined in Appendix A of the Board
Guidelines (Tab A-8).
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | C. | In addition, unless otherwise authorized by the Board, no director shall be qualified to be a member of the Audit Committee if such director
(i) is an affiliated person, as defined in Appendix One, or (ii) receives (or his/her immediate family member or the entity for which such director is a director, member, partner or principal and which provides consulting,
legal, investment banking, financial or other similar services to the Company receives), directly or indirectly, any consulting, advisory, or other compensation from the
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                           |  | 
|------------------------------------------ |  | 
|Approved by the Board on February 15, 2012 |  | 



---

| | Company other than compensation for serving in his or her capacity as member of the Board and as a member of Board committees.
| | ------------------------------------------------------------------------------------------------------------------------------



| | D. | All members shall, to the satisfaction of the Board of Directors, be financially literate as defined in Appendix One, and at least one member shall have
accounting or related financial management expertise to qualify as a financial expert as defined in Appendix One.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | E. | If a Committee member simultaneously serves on the audit committees of more than three public companies, the Committee shall seek the Boards determination as to
whether such simultaneous service would impair the ability of such member to effectively serve on the Companys audit committee and ensure that such determination is disclosed.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | F. | The Committee shall meet at least four times annually, or more frequently as circumstances require. The Committee shall meet within 45 days following the end of each of
the first three financial quarters to review and discuss the unaudited financial results for the preceding quarter and the related MD&A and shall meet within 90 days following the end of the fiscal year end to review and discuss the audited
financial results for the year and related MD&A prior to their publishing.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | G. | The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. For purposes of performing their audit related
duties, members of the Committee shall have full access to all corporate information and shall be permitted to discuss such information and any other matters relating to the financial position of the Company with senior employees, officers and
independent auditors of the Company.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | H. | As part of its job to foster open communication, the Committee should meet at least annually with management and the independent auditor in separate executive sessions
to discuss any matters that the Committee or each of these groups believe should be discussed privately. In addition, the Committee or at least its Chair should meet with the independent auditor and management quarterly to review the Companys
financial statements.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | I. | Each of the Chairman of the Committee, members of the Committee, Chairman of the Board, independent auditors, Chief Executive Officer, Chief Financial Officer or
Secretary shall be entitled to request that the Chairman of the Audit Committee call a meeting which shall be held within 48 hours of receipt of such request.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

III. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and
duties the Audit Committee shall:



| | A. | Create an agenda for the ensuing year.
| | -- | --------------------------------------



| | B. | Review and update these Terms of Reference at least annually, as conditions dictate.
| | -- | ------------------------------------------------------------------------------------



| | C. | Describe briefly in the Companys annual report and more fully in the Companys Management Information Circular the Committees composition and
responsibilities and how they were discharged.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | D. | Documents/Reports Review
| | -- | ------------------------



|                                           |  |    
|------------------------------------------ |  | ---
|Approved by the Board on February 15, 2012 |  | A-2



---

| | i) | Review with management and the independent auditors, the Companys interim and annual financial statements, management discussion and analysis, earnings releases
and any reports or other financial information to be submitted to any governmental and/or regulatory body, or the public, including any certification, report, opinion, or review rendered by the independent auditor for the purpose of recommending
their approval to the Board prior to their filing, issue or publication. The Chair of the Committee may represent the entire Committee for purposes of this review in circumstances where time does not allow the full Committee to be available.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Review analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii) | Review the effect of regulatory and accounting initiatives, as well as off balance sheet structures, on the financial statements of the Company.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | iv) | Review policies and procedures with respect to directors and officers expense accounts and management perquisites and benefits, including their use of
corporate assets and expenditures related to executive travel and entertainment, and review the results of the procedures performed in these areas by the independent auditor, based on terms of reference agreed upon by the independent auditor and the
Audit Committee.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | v) | Review expenses of the Non-Executive Board Chair and of the CEO annually.
| | -- | -------------------------------------------------------------------------



| | vi) | Review the Companys aircraft flight record annually.
| | --- | -----------------------------------------------------



| | vii) | Ensure that adequate procedures are in place for the review of the Companys public disclosure of financial information extracted or derived from the issuers
financial statements, as well as review any financial information and earnings guidance provided to analysts and rating agencies, and periodically assess the adequacy of those procedures.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | E. | Independent Auditor
| | -- | -------------------



| | i) | Recommend to the Board and approve the selection of the independent auditor, consider the independence and effectiveness and approve the fees and other compensation to
be paid to the independent auditor.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Monitor the relationship between management and the independent auditor including reviewing any management letters or other reports of the independent auditor and
discussing any material differences of opinion between management and the independent auditor.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii) | Review and discuss, on an annual basis, with the independent auditor all significant relationships they have with the Company to determine their independence and report
to the Board of Directors.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iv) | Review and approve requests for any non-audit services to be performed by the independent auditor and be advised of any other study undertaken at the request of
management that is beyond the scope of the audit engagement letter and related fees. Pre-approval of non-audit services is satisfied if:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                           |  |    
|------------------------------------------ |  | ---
|Approved by the Board on February 15, 2012 |  | A-3



---

| | a) | The aggregate amount of non-audit services not pre-approved expected to constitute no more than 5% of total fees paid by issuer and subsidiaries to external auditor
during fiscal year in which the services are provided;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | the Company or a subsidiary did not recognize services as non-audit at the time of the engagement; and
| | -- | ------------------------------------------------------------------------------------------------------



| | c) | the services are promptly brought to Committees attention and approved prior to completion of the audit.
| | -- | ---------------------------------------------------------------------------------------------------------



| | v) | Ensure disclosure of any specific policies or procedures adopted by the Committee to satisfy pre-approval requirements for non-audit services by the Companys
external auditor.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | vi) | Review the relationship of non-audit fees to audit fees paid to the independent Auditor, to ensure that auditor independence is maintained.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------



| | vii) | Ensure that both the audit and non-audit fees are disclosed to shareholders by category.
| | ---- | ----------------------------------------------------------------------------------------



| | viii) | Review the performance of the independent auditor and approve any proposed discharge and replacement of the independent auditor when circumstances warrant. Consider
with management and the independent auditor the rationale for employing accounting/auditing firms other than the principal independent auditor.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ix) | At least annually, consult with the independent auditor out of the presence of management about significant risks or exposures, internal controls and other steps that
management has taken to control such risks, and the fullness and accuracy of the organizations financial statements. Particular emphasis should be given to the adequacy of internal controls to expose any payments, transactions, or procedures
that might be deemed illegal or otherwise improper.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | x) | Arrange for the independent auditor to be available to the Audit Committee and the full Board as needed. Ensure that the auditors report directly to the Audit Committee
and are made accountable to the Board and the Audit Committee, as representatives of the shareholders to whom the auditors are ultimately responsible.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | xi) | Oversee the work of the independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | xii) | Ensure that the independent auditors are prohibited from providing the following non-audit services and determining which other non-audit services the independent
auditors are prohibited from providing:
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) | bookkeeping or other services related to the accounting records or financial statements of the Company;
| | -- | -------------------------------------------------------------------------------------------------------



| | b) | financial information systems design and implementation;
| | -- | --------------------------------------------------------



| | c) | appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
| | -- | ------------------------------------------------------------------------------------



|                                           |  |    
|------------------------------------------ |  | ---
|Approved by the Board on February 15, 2012 |  | A-4



---

| | d) | actuarial services;
| | -- | -------------------



| | e) | internal audit outsourcing services;
| | -- | ------------------------------------



| | f) | management functions or human resources;
| | -- | ----------------------------------------



| | g) | broker or dealer, investment adviser or investment banking services;
| | -- | --------------------------------------------------------------------



| | h) | legal services and expert services unrelated to the audit; and
| | -- | --------------------------------------------------------------



| | i) | any other services which the Public Company Accounting Oversight Board determines to be impermissible.
| | -- | ------------------------------------------------------------------------------------------------------



| | xiii) | Approve any permissible non-audit engagements of the independent auditors, in accordance with applicable legislation.
| | ----- | ---------------------------------------------------------------------------------------------------------------------



| | F. | Internal Audit
| | -- | --------------



| | i) | The Audit Committees understanding and approval of the annual internal audit plan;
| | -- | -----------------------------------------------------------------------------------



| | ii) | Structuring the internal audit function to promote operational independence;
| | --- | ----------------------------------------------------------------------------



| | iii) | Establishing a direct line of communication between the head of internal audit and the Audit Committee;
| | ---- | -------------------------------------------------------------------------------------------------------



| | iv) | Instituting appropriate communication and reporting lines between the internal auditors and management; and
| | --- | -----------------------------------------------------------------------------------------------------------



| | v) | Holding regular meetings between the head of internal audit and the Audit Committee.
| | -- | ------------------------------------------------------------------------------------



| | G. | Financial Reporting Processes
| | -- | -----------------------------



| | i) | In consultation with the independent auditor review the integrity of the organizations financial and accounting controls and reporting processes, both internal
and external.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Consider the independent auditors judgments about the quality and appropriateness, not just the acceptability, of the Companys accounting principles and
financial disclosure practices, as applied in its financial reporting, particularly about the degree of aggressiveness or conservatism of its accounting principles and underlying estimates and whether those principles are common practices or are
minority practices.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii) | Consider and approve, if appropriate, major changes to the Companys accounting principles and practices as suggested by management with the concurrence of the
independent auditor and ensure that the accountants reasoning is described in determining the appropriateness of changes in accounting principles and disclosure.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | H. | Process Improvement
| | -- | -------------------



|                                           |  |    
|------------------------------------------ |  | ---
|Approved by the Board on February 15, 2012 |  | A-5



---

| | i) | Discuss with independent auditors (i) the auditors internal quality-control procedures; and (ii) any material issues raised by the most recent internal
quality-control review, or peer review, of the auditors, or by any inquiry of investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditors, and any
steps taken to deal with any such issues.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Reviewing and approving hiring policies for employees or former employees of the past and present independent auditors.
| | --- | -----------------------------------------------------------------------------------------------------------------------



| | iii) | Establish regular and separate systems of reporting to the Audit Committee by each of management and the independent auditor regarding any significant judgments made in
managements preparation of the financial statements and the view of each as to appropriateness of such judgments.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iv) | Review the scope and plans of the independent auditors audit and reviews prior to the audit and reviews being conducted. The Committee may authorize the
independent auditor to perform supplemental reviews or audits as the Committee may deem desirable.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | v) | Following completion of the annual audit and quarterly reviews, review separately with each of management and the independent auditor any significant changes to planned
procedures, any difficulties encountered during the course of the audit and reviews, including any restrictions on the scope of work or access to required information and the cooperation that the independent auditor received during the course of the
audit and reviews.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | vi) | Review any significant disagreements among management and the independent auditor in connection with the preparation of the financial statements.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | vii) | Where there are significant unsettled issues the Committee shall ensure that there is an agreed course of action for the resolution of such matters.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | viii) | Review with the independent auditor and management significant findings during the year and the extent to which changes or improvements in financial or accounting
practices, as approved by the Audit Committee, have been implemented. This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Committee.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ix) | Review activities, organizational structure, and qualifications of the CFO and the staff in the financial reporting area and see to it that matters related to
succession planning within the Company are raised for consideration at the full Board.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | I. | Ethical and Legal Compliance
| | -- | ----------------------------



| | i) | Review managements monitoring of the Companys system in place to ensure that the Companys financial statements, reports and other financial
information disseminated to governmental organizations, and the public satisfy legal requirements.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Review, with the Companys counsel, legal and regulatory compliance matters, including corporate securities trading policies, and matters that could have a
significant impact on the organizations financial statements.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                           |  |    
|------------------------------------------ |  | ---
|Approved by the Board on February 15, 2012 |  | A-6



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| | iii) | Review implementation of compliance with the Sarbanes-Oxley Act, Ontario Securities Commission requirements and other legal requirements.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------



| | iv) | Ensure that the CEO and CFO provide written certification with annual and interim financial statements and MD&A and the Annual Information Form.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | J. | Risk Management
| | -- | ---------------



| | i) | Make inquires of management and the independent auditors to identify significant business, political, financial and control risks and exposures and assess the steps
management has taken to minimize such risk to the Company.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Ensure that the disclosure of the process followed by the Board and its committees, in the oversight of the Companys management of principal business risks, is
complete and fairly presented.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii) | Review managements program of risk assessment and steps taken to address significant risks or exposures, including insurance coverage.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------

IV.General



| | i) | Conduct or authorize investigations into any matters within the Committees scope of responsibilities. The Committee shall be empowered to retain independent
counsel, accountants and other professionals to assist it in the conduct of any investigation.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing
matters; and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii) | Ensure disclosure in the Annual Information Form if, at any time since the commencement of most recently completed financial year, the issuer has relied on any possible
exemptions for Audit Committees.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iv) | Perform any other activities consistent with this Charter, the Companys Articles and By-laws and governing law, as the Committee or the Board deems necessary or
appropriate.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | v) | Conduct a Committee annual self-evaluation and report to the Board of Directors.
| | -- | --------------------------------------------------------------------------------

V. ACCOUNTABILITY



| | A. | The Committee Chair has the responsibility to make periodic reports to the Board, as requested, on audit and financial matters relative to the Company.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | B. | The Committee shall report its discussions to the Board by maintaining minutes of its meetings and providing an oral report at the next Board meeting.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------



| | C. | The minutes of the Audit Committee should be filed with the Corporate Secretary.
| | -- | --------------------------------------------------------------------------------



|                                           |  |    
|------------------------------------------ |  | ---
|Approved by the Board on February 15, 2012 |  | A-7



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TERMS OF REFERENCE FOR THE AUDIT COMMITTEE

Appendix One: Definitions Related to Audit Committee Composition

Affiliated Person
under SEC Rules

An affiliated person, in accordance with the rules of the United States Securities and Exchange Commission
adopted pursuant to the Sarbanes-Oxley Act, means a person who directly or indirectly controls the Company, or a director, executive officer, partner, member, principal or designee of an entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, the Company.

Financial Literacy Under Multilateral
Instrument 52-110

Financially literate, in accordance with MI 52-110, means that the director has the ability to read and
understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Companys
financial statements.

Financial Expert Under SEC Regulation S-K

A person will qualify as financial expert if he or she possesses the following attributes:



|a) | an understanding of financial statements and generally accepted accounting principles;
|-- | --------------------------------------------------------------------------------------



|b) | the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------



|c) | experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Companys financial statements, or experience actively supervising one or more persons engaged in such activities;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|d) | an understanding of internal controls and procedures for financial reporting; and
|-- | ---------------------------------------------------------------------------------



|e) | an understanding of audit committee functions.
|-- | ----------------------------------------------

A person shall have acquired such attributes through:



|a) | education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions
that involve the performance of similar functions;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b) | experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar
functions;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c) | experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements;
or
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|d) | other relevant experience.
|-- | --------------------------



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