##### 



Exhibit 99.1
 
 ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2007
 March 25, 2008
 Suite 3400, 666 Burrard Street
Vancouver, BC V6C 2X8




---



##### 



GOLDCORP INC.
ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2007
 TABLE OF CONTENTS
 DESCRIPTION
    
    PAGE NO.INTRODUCTORY NOTES
    
    
    1CORPORATE STRUCTURE
    
    
    4GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    6DESCRIPTION OF THE BUSINESS
    
    
    10Principal Products
    
    
    10Competitive Conditions
    
    
    10Operations
    
    
    10Environmental Policy
    
    
    11Technical Information
    
    
    12Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates
    
    
    15Mineral Properties
    
    
    21CANADA AND THE UNITED STATES
    
    
    21RED LAKE GOLD MINES, CANADA
    
    
    21PORCUPINE JOINT VENTURE, CANADA
    
    
    29MUSSELWHITE JOINT VENTURE, CANADA
    
    
    29MARIGOLD MINE, UNITED STATES
    
    
    29WHARF MINES, UNITED STATES
    
    
    29ÉLÉONORE PROJECT, QUÉBEC
    
    
    30SOUTH ARTURO PROJECT, UNITED STATES
    
    
    31IMPERIAL PROJECT, UNITED STATES
    
    
    31MEXICO
    
    
    31LOS FILOS MINE, MEXICO
    
    
    32EL SAUZAL MINE, MEXICO
    
    
    40SAN DIMAS MINES, MEXICO
    
    
    40NUKAY MINE, MEXICO
    
    
    41PEÑASQUITO PROJECT, MEXICO
    
    
    41CENTRAL AND SOUTH AMERICA
    
    
    50ALUMBRERA MINE, ARGENTINA
    
    
    50MARLIN MINE, GUATEMALA
    
    
    60SAN MARTIN MINE, HONDURAS
    
    
    64PUEBLO VIEJO PROJECT, DOMINICAN REPUBLIC
    
    
    65CERRO BLANCO PROJECT, GUATEMALA
    
    
    80RISK FACTORS
    
    
    80DIVIDENDS
    
    
    91DESCRIPTION OF CAPITAL STRUCTURE
    
    
    91TRADING PRICE AND VOLUME
    
    
    92DIRECTORS AND OFFICERS
    
    
    93INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    100TRANSFER AGENT AND REGISTRAR
    
    
    101MATERIAL CONTRACTS
    
    
    101INTERESTS OF EXPERTS
    
    
    101AUDIT COMMITTEE
    
    
    103ADDITIONAL INFORMATION
    
    
    105SCHEDULE A GOLDCORP INC. AUDIT COMMITTEE CHARTER
    
    
    -A1-




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##### 



INTRODUCTORY NOTES
 Cautionary Note Regarding Forward-Looking Statements
  Currency Presentation and Exchange Rate Information
   Year ended December 312007
    
    2006
    
    2005High
    
    
    C$1.1855
    
    
    
    C$1.1726
    
    
    
    C$1.2841Low
    
    
    0.9215
    
    
    
    1.0990
    
    
    
    1.1507Average (1)
    
    
    1.0750
    
    
    
    1.1341
    
    
    
    1.2118Closing
    
    
    0.9801
    
    
    
    1.1653
    
    
    
    1.1659
 
 (1)
    
    Calculated as an average of the daily noon rates for each period.




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##### 



Gold, Silver, Copper, Lead and Zinc Prices
 Gold Prices
  Year ended December 312007
    
    2006
    
    2005High
    
    $
    841.10
    
    
    $
    725.00
    
    
    $
    536.50Low
    
    
    608.40
    
    
    
    524.75
    
    
    
    411.10Average
    
    
    695.39
    
    
    
    603.46
    
    
    
    444.74Closing
    
    
    833.75
    
    
    
    632.00
    
    
    
    513.00
  Silver Prices
  Year ended December 312007
    
    2006
    
    2005High
    
    $
    15.82
    
    
    $
    14.94
    
    
    $
    9.23Low
    
    
    11.67
    
    
    
    8.83
    
    
    
    6.39Average
    
    
    13.38
    
    
    
    11.55
    
    
    
    7.32Closing
    
    
    14.76
    
    
    
    12.90
    
    
    
    8.83
  Copper Prices
  Year ended December 312007
    
    2006
    
    2005High
    
    $
    3.76
    
    
    $
    3.99
    
    
    $
    2.11Low
    
    
    2.37
    
    
    
    2.06
    
    
    
    1.39Average
    
    
    3.23
    
    
    
    3.05
    
    
    
    1.67Closing
    
    
    3.03
    
    
    
    2.85
    
    
    
    2.08
  - 2 -




---



##### 



Lead Prices
  Year ended December 312007
    
    2006
    
    2005High
    
    $
    1.809
    
    
    $
    0.816
    
    
    $
    0.518Low
    
    
    0.716
    
    
    
    0.416
    
    
    
    0.374Average
    
    
    1.177
    
    
    
    0.583
    
    
    
    0.442Closing
    
    
    1.167
    
    
    
    0.774
    
    
    
    0.489
  Zinc Prices
  Year ended December 312007
    
    2006
    
    2005High
    
    $
    1.906
    
    
    $
    2.088
    
    
    $
    0.862Low
    
    
    1.007
    
    
    
    0.868
    
    
    
    0.524Average
    
    
    1.478
    
    
    
    1.480
    
    
    
    0.626Closing
    
    
    1.094
    
    
    
    1.946
    
    
    
    0.862
  - 3 -




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##### 



CORPORATE STRUCTURE
 Business
Corporations Act
   - 4 -




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##### 



GOLDCORP PRINCIPAL SUBSIDIARIES AND NI 43-101 MATERIAL MINERAL PROJECTS
 
 
 (1)
    
    Companies in Mexico require a minimum of two shareholders. - 5 -




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##### 



GENERAL DEVELOPMENT OF THE BUSINESS
  Canada and the United States
 
    
    a 100% interest in the Red Lake gold mine (the Red Lake Gold Mine) 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 Mine
is considered to be a material mineral project to Goldcorp);
    
    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 66 2/3% 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;
    
    a 100% interest in the Éléonore gold project (the Éléonore Project) in Québec;
    
    a 40% interest in the South Arturo gold exploration project (the South Arturo
Project) in the United States; and
    
    a 100% interest in the Imperial gold exploration project (the Imperial
Project) in the United States.
 Mexico
 
    
    a 100% interest in the Los Filos gold mine (1) (the Los Filos
Mine) in Mexico (the Los Filos Mine is considered to be a material mineral project to
Goldcorp);
    
    a 100% interest in the El Sauzal gold mine (the El Sauzal Mine) in Mexico;
    
    a 100% interest in the San Dimas gold-silver mines (the San Dimas Mines) in
Mexico;
    
    a 100% interest in the Nukay gold-silver mine (the Nukay Mine) in Mexico; and
    
    a 100% interest in the Peñasquito gold project (the Peñasquito Project) in
Mexico (the Peñasquito Project is considered to be a material mineral project to
Goldcorp).
 
 (1)
    
    Commercial production was achieved at Los Filos on January 1, 2008. Prior
thereto, this was referred to as the Los Filos Project. Central and South America
 
    
    a 37.5% interest in the Bajo de la Alumbrera gold-copper mine (the Alumbrera
Mine) in Argentina (the Alumbrera Mine is considered to be a material mineral project
to Goldcorp);
 - 6 -




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##### 




    
    a 100% interest in the Marlin gold-silver mine (the Marlin Mine) in Guatemala
(the Marlin Mine is considered to be a material mineral project to Goldcorp);
    
    a 100% interest in the San Martin gold mine (the San Martin Mine) in
Honduras;
    
    a 40% interest in the Pueblo Viejo gold development stage project (the Pueblo
Viejo Project) in the Dominican Republic (the Pueblo Viejo Project is considered to be
a material mineral project to Goldcorp); and
    
    a 100% interest in the Cerro Blanco gold project (the Cerro Blanco Project) in Guatemala.
  
 - 7 -




---



##### 



Sale of Silver Wheaton Shares
   Acquisition of Remaining Interests in Porcupine and Musselwhite Mines and Sale of La Coipa Mine
  Sale of 25% of Life of Mine Silver Production from Peñasquito Project
   Sale of Amapari and Peak Mines
  - 8 -




---



##### 



Sale of San Martin Mine, Mexico
  Glamis Acquisition
 2 3 www.sedar.com
 Sale of Mt. Milligan
 th
 Warrant Transaction
  - 9 -




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##### 



Placer CLA Acquisition
 www.sedar.com
 Acquisition of Virginia Gold Mines
  Wheaton Merger
 www.sedar.com
 DESCRIPTION OF THE BUSINESS
  Principal Products
  Competitive Conditions
  Operations
 Raw Materials
  - 10 -




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##### 



Environmental Protection Requirements
  Employees
  Location
    
    Full-Time Salaried
    
    Hourly (Non-Union)
    
    Hourly (Union)
    
    ContractorsVancouver Office
    
    
    55
    
    
    
    0
    
    
    
    0
    
    
    
    1Toronto Office
    
    
    14
    
    
    
    0
    
    
    
    0
    
    
    
    0Reno Office
    
    
    18
    
    
    
    0
    
    
    
    0
    
    
    
    0Mexico Offices (1)
    
    
    115
    
    
    
    0
    
    
    
    0
    
    
    
    0Red Lake Gold Mines
    
    
    229
    
    
    
    317
    
    
    
    0
    
    
    
    624
    (2)Porcupine Mine
    
    
    179
    
    
    
    194
    
    
    
    251
    
    
    
    128Musselwhite Mine
    
    
    396
    
    
    
    0
    
    
    
    0
    
    
    
    114Marigold Mine
    
    
    27
    
    
    
    183
    
    
    
    0
    
    
    
    3Wharf Mine
    
    
    25
    
    
    
    113
    
    
    
    0
    
    
    
    3Éléonore Project
    
    
    36
    
    
    
    10
    
    
    
    0
    
    
    
    106Los Filos Mine
    
    
    133
    
    
    
    0
    
    
    
    462
    
    
    
    654El Sauzal Mine
    
    
    94
    
    
    
    201
    
    
    
    0
    
    
    
    112San Dimas Mines
    
    
    100
    
    
    
    0
    
    
    
    487
    
    
    
    548Nukay Mine
    
    
    29
    
    
    
    0
    
    
    
    79
    
    
    
    190Peñasquito Project
    
    
    120
    
    
    
    279
    
    
    
    0
    
    
    
    2,018Marlin Mine
    
    
    246
    
    
    
    698
    
    
    
    0
    
    
    
    460San Martin Mine
    
    
    18
    
    
    
    0
    
    
    
    154
    
    
    
    0Cerro Blanco Project
    
    
    28
    
    
    
    14
    
    
    
    0
    
    
    
    341862
    
    
    
    2009
    
    
    
    1433
    
    
    
    4,995
 
 (1)
    
    This represents the Corporations regional offices in Mexico.(2)
    
    This number represents the total number of active contractors as of December 31, 2007. As of
January 1, 2008, 300 hourly and 17 salaried employees from Dynatec Corporation (Dynatec) of
Richmond Hill, Ontario were hired by Red Lake Gold Mines. As of January 1, 2008, Red Lake
Gold Mines had 246 salaried employees and 617 hourly employees. Foreign Operations Risks
 2 3
 Environmental Policy
  - 11 -




---



##### 




    
    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 this policy and enhance their
capabilities in its implementation through the use of integrated management systems.
    
    Promote the development and implementation of effective, realistic 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.
 Technical Information
 CIM Standards Definitions
 Standards of Disclosure for Mineral Projects
 Mineral Resource 
 Inferred Mineral Resource 
 Indicated Mineral Resource 
 - 12 -




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##### 



 Measured Mineral Resource 
  Mineral Reserve 
  Probable Mineral Reserve 
  Proven Mineral Reserve 
 JORC Code Definitions
  Mineral Resource 
 Inferred Mineral Resource 
 Indicated Mineral Resource 
 - 13 -




---



##### 



 Measured Mineral Resource 
  Ore Reserve 
  Probable Ore Reserve 
  Proved Ore Reserve 
  Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred
Resources
 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.
 Average Total Cash Costs
  - 14 -




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##### 



Exemption Order
  1.
    
    this annual information form includes the following cautionary language:The technical disclosure, including the Mineral Reserve and Mineral Resource estimates, in
this annual information form with respect to the Pueblo Viejo Project have not been
supported by a technical report prepared in accordance with NI 43-101. A technical report
is being prepared by qualified persons under NI 43-101 and it will be available for review
on the SEDAR website located atwww.sedar.com under the Corporations profile on or before
May 15, 2008. Readers are advised to refer to that technical report when it is filed.; and
 3.
    
    the Corporation files the technical report for the Pueblo Viejo Project as soon as
practicable but, in any event, not later than May 15, 2008.
 Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates
 Ore Reserve/Mineral Reserve Estimates
  Proved/Proven and Probable Gold, Silver and Copper Ore/Mineral Reserves (1)(15)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams
    
    (grams
    
    (%)
    
    (millions of
    
    (millions of
    
    (millions ofper tonne)
    
    per tonne)
    
    
    
    
    
    ounces)
    
    ounces)
    
    pounds)Red Lake Gold Mines (2)
    
    Proven
    
    
    0.96
    
    
    
    36.12
    
    
    
    
    
    
    
    
    
    
    
    1.12
    
    
    
    
    
    
    
    Probable
    
    
    5.90
    
    
    
    17.86
    
    
    
    
    
    
    
    
    
    
    
    3.39
    
    
    
    
    
    
    
    Proven + Probable
    
    
    6.87
    
    
    
    20.42
    
    
    
    
    
    
    
    
    
    
    
    4.51
    
    
    
    
    
    
    
    Porcupine Mine (3)
    
    Proven
    
    
    26.12
    
    
    
    1.35
    
    
    
    
    
    
    
    
    
    
    
    1.13
    
    
    
    
    
    
    
    Probable
    
    
    32.56
    
    
    
    1.67
    
    
    
    
    
    
    
    
    
    
    
    1.75
    
    
    
    
    
    
    
    Proven + Probable
    
    
    58.67
    
    
    
    1.53
    
    
    
    
    
    
    
    
    
    
    
    2.88
    
    
    
    
    
    
    
    Musselwhite Mine (4)
    
    Proven
    
    
    8.59
    
    
    
    6.23
    
    
    
    
    
    
    
    
    
    
    
    1.72
    
    
    
    
    
    
    
    Probable
    
    
    1.16
    
    
    
    7.05
    
    
    
    
    
    
    
    
    
    
    
    0.26
    
    
    
    
    
    
    
    Proven + Probable
    
    
    9.74
    
    
    
    6.32
    
    
    
    
    
    
    
    
    
    
    
    1.98
    
    
    
    
    
    
    
    Marigold Mine (5)
    
    Proven
    
    
    26.79
    
    
    
    0.72
    
    
    
    
    
    
    
    
    
    
    
    0.62
    
    
    
    
    
    
    
    (Goldcorps 662/3%
    
    Probable
    
    
    29.65
    
    
    
    0.67
    
    
    
    
    
    
    
    
    
    
    
    0.64
    
    
    
    
    
    
    
    interest)
    
    Proven + Probable
    
    
    56.44
    
    
    
    0.70
    
    
    
    
    
    
    
    
    
    
    
    1.26
    
    
    
    
    
    
    
    Wharf Mine (6)
    
    Proven
    
    
    2.34
    
    
    
    0.82
    
    
    
    
    
    
    
    
    
    
    
    0.06
    
    
    
    
    
    
    
    Probable
    
    
    5.78
    
    
    
    0.85
    
    
    
    
    
    
    
    
    
    
    
    0.16
    
    
    
    
    
    
    
    Proven + Probable
    
    
    8.12
    
    
    
    0.84
    
    
    
    
    
    
    
    
    
    
    
    0.22
    
    
    
    
    
    
    
    Los Filos Mine (7)
    
    Proven
    
    
    33.71
    
    
    
    0.83
    
    
    
    3.4
    
    
    
    
    
    
    
    0.90
    
    
    
    3.7
    
    
    
    Probable
    
    
    243.77
    
    
    
    0.61
    
    
    
    6.2
    
    
    
    
    
    
    
    4.75
    
    
    
    48.8
    
    
    
    Proven + Probable
    
    
    277.47
    
    
    
    0.63
    
    
    
    5.9
    
    
    
    
    
    
    
    5.64
    
    
    
    52.5
    
    
    
    El Sauzal Mine (8)
    
    Proven
    
    
    6.03
    
    
    
    2.24
    
    
    
    
    
    
    
    
    
    
    
    0.43
    
    
    
    
    
    
    
    Probable
    
    
    1.08
    
    
    
    4.02
    
    
    
    
    
    
    
    
    
    
    
    0.14
    
    
    
    
    
    
    
    Proven + Probable
    
    
    7.10
    
    
    
    2.51
    
    
    
    
    
    
    
    
    
    
    
    0.57
    
    
    
    
    
    
    
    San Dimas Mines (9)
    
    Proven
    
    
    1.60
    
    
    
    5.76
    
    
    
    387.1
    
    
    
    
    
    
    
    0.30
    
    
    
    19.9
    
    
    
    Probable
    
    
    3.08
    
    
    
    5.23
    
    
    
    378.2
    
    
    
    
    
    
    
    0.52
    
    
    
    37.5
    
    
    
    Proven + Probable
    
    
    4.68
    
    
    
    5.41
    
    
    
    381.2
    
    
    
    
    
    
    
    0.81
    
    
    
    57.3
    
    
    
    Nukay Mine (10)
    
    Proven
    
    
    1.36
    
    
    
    6.99
    
    
    
    
    
    
    
    
    
    
    
    0.31
    
    
    
    
    
    
    
    Probable
    
    
    3.15
    
    
    
    5.97
    
    
    
    
    
    
    
    
    
    
    
    0.61
    
    
    
    
    
    
    
    Proven + Probable
    
    
    4.51
    
    
    
    6.28
    
    
    
    
    
    
    
    
    
    
    
    0.91
    
    
    
    
    
    
    
    Peñasquito Project (11)
    
    Proven
    
    
    426.80
    
    
    
    0.57
    
    
    
    34.0
    
    
    
    
    
    
    
    7.85
    
    
    
    466.9
    
    
    
    Mill
    
    Probable
    
    
    380.30
    
    
    
    0.37
    
    
    
    27.2
    
    
    
    
    
    
    
    4.55
    
    
    
    332.6
    
    
    
    Proven + Probable
    
    
    807.10
    
    
    
    0.48
    
    
    
    30.8
    
    
    
    
    
    
    
    12.40
    
    
    
    799.5
    
    
    
    Peñasquito Project (11)
    
    Proven
    
    
    42.20
    
    
    
    0.21
    
    
    
    20.9
    
    
    
    
    
    
    
    0.28
    
    
    
    28.3
    
    
    
    Heap Leach
    
    Probable
    
    
    68.30
    
    
    
    0.17
    
    
    
    16.4
    
    
    
    
    
    
    
    0.37
    
    
    
    36.1
    
    
    
    Proven + Probable
    
    
    110.50
    
    
    
    0.18
    
    
    
    18.1
    
    
    
    
    
    
    
    0.65
    
    
    
    64.4
    
    
    
    Alumbrera Mine (12)
    
    Proved
    
    
    138.75
    
    
    
    0.45
    
    
    
    
    
    
    
    0.43
    
    
    
    2.00
    
    
    
    
    
    
    
    1,317(Goldcorps 37.5%
    
    Probable
    
    
    3.75
    
    
    
    0.35
    
    
    
    
    
    
    
    0.38
    
    
    
    0.04
    
    
    
    
    
    
    
    31interest)
    
    Proved + Probable
    
    
    142.50
    
    
    
    0.45
    
    
    
    
    
    
    
    0.43
    
    
    
    2.04
    
    
    
    
    
    
    
    1,348
 - 15 -




---



##### 



Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams
    
    (grams
    
    (%)
    
    (millions of
    
    (millions of
    
    (millions ofper tonne)
    
    per tonne)
    
    
    
    
    
    ounces)
    
    ounces)
    
    pounds)Marlin Mine (13)
    
    Proven
    
    
    4.10
    
    
    
    5.61
    
    
    
    152.8
    
    
    
    
    
    
    
    0.74
    
    
    
    20.1
    
    
    
    Probable
    
    
    11.46
    
    
    
    4.11
    
    
    
    98.1
    
    
    
    
    
    
    
    1.51
    
    
    
    36.1
    
    
    
    Proven + Probable
    
    
    15.56
    
    
    
    4.50
    
    
    
    112.5
    
    
    
    
    
    
    
    2.25
    
    
    
    56.3
    
    
    
    Pueblo Viejo Project (14)
    
    Proven
    
    
    4.50
    
    
    
    3.39
    
    
    
    18.9
    
    
    
    0.10
    
    
    
    0.49
    
    
    
    2.7
    
    
    
    10(Goldcorps 40%
    
    Probable
    
    
    81.16
    
    
    
    2.88
    
    
    
    14.6
    
    
    
    0.09
    
    
    
    7.53
    
    
    
    36.4
    
    
    
    145interest)
    
    Proven + Probable
    
    
    85.65
    
    
    
    2.91
    
    
    
    14.8
    
    
    
    0.09
    
    
    
    8.02
    
    
    
    39.2
    
    
    
    155Total
    
    Proved/Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17.95
    
    
    
    541.6
    
    
    
    1,327Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26.20
    
    
    
    527.5
    
    
    
    176Proved/Proven + Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44.15
    
    
    
    1,069.2
    
    
    
    1,503
 
 (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, 2007, with the following exceptions:   Mineral Reserves for the Alumbrera Mine are reported as of June 30,
2007   Mineral Reserves for the Pueblo Viejo Project have not been supported
by a technical report prepared in accordance with NI 43-101. See note 14 below.(2)
    
    The Mineral Reserves for Red Lake Gold Mines set out in the table above have been estimated
by Stephane Blais, P.Eng. at Red Lake Gold Mines 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. 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.(3)
    
    The Mineral Reserves for the Porcupine Mine set out in the table above have been estimated by
Stephen Price, P.Geo. and Imola Götz, P.Eng., each at the Porcupine Mine, who are qualified
persons under NI 43-101. The Mineral Reserves are classified as proven and probable, and are
based on the CIM Standards.(4)
    
    The Mineral Reserves for the Musselwhite Mine set out in the table above have been estimated
by Andrew Cheatle, P.Geo. and Tim Sanford, P.Eng., both at the Musselwhite Mine, who are
qualified persons under NI 43-101. The Mineral Reserves are classified as proven and
probable, and are based on the CIM Standards.(5)
    
    The Mineral Reserves for the Marigold Mine set out in the table above have been estimated by
Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp, and Patricia A. Maloney,
P.Eng., Marigold Mining Co., who are qualified persons under NI 43-101. The Mineral Reserves
are classified as proven and probable, and are based on the CIM Standards.(6)
    
    The Mineral Reserves for the Wharf Mine set out in the table above have been estimated by
Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp, and Fred H. Brown, CPG,
Independent Geological Consultant, who are qualified persons under NI 43-101. The Mineral
Reserves are classified as proven and probable, and are based on the CIM Standards.(7)
    
    The Mineral Reserves of the Los Filos Mine set out in the above table have been estimated by
Reynaldo Rivera, MAusIMM, Vice President, Exploration of Luismin, S.A. de C.V. (Luismin),
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. See Description of the Business  Mineral
Properties  Mexico  Los Filos Mine, Mexico  Mineral Reserve and Mineral Resource Estimates
for further details.(8)
    
    The Mineral Reserves for the El Sauzal Mine set out in the table above have been estimated by
Robert H. Bryson, MMSA, Vice President, Engineering of 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.(9)
    
    The Mineral Reserves for the San Dimas Mines set out in the table above have been estimated
by Velasquez Spring, P.Eng., Senior Geologist, and Gordon Watts, P.Eng., Senior Associate
Mineral Economist, both with Watts, Griffis and McOuat Limited, who are qualified persons
under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on
the CIM Standards.(10)
    
    The Mineral Reserves for the Nukay Mine set out in the table above have been estimated by
Reynaldo Rivera, MAusIMM, Vice President, Exploration of Luismin, 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.(11)
    
    The Mineral Reserves for the Peñasquito Project set out in the table above have been
estimated by Robert H. Bryson, MMSA, Vice President, Engineering of 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. See Description of the Business  Mineral Properties 
Mexico  Peñasquito Project, Mexico  Mineral Reserve and Mineral Resource Estimates for
further details.(12)
    
    The Ore Reserves for the Alumbrera Mine set out in the table above have been estimated by
Luis Rivera, MAusIMM at Minera Alumbrera Limited, who is a qualified person under NI 43-101
and a competent person under the JORC Code. The Mineral Reserves are classified as proved and
probable, and are based on the JORC Code. See Description of the Business  Mineral
Properties  Central and South America  Alumbrera Mine, Argentina  Ore Reserve and Mineral
Resource Estimates for further details.(13)
    
    The Mineral Reserves for the Marlin Mine set out in the table above have been estimated by
Michael G. Hester, FAusIMM, B.Sc., M.S., Independent Mining Consultants, Inc., 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. See Description of the Business  Mineral Properties 
Central and South America  Marlin Mine, Guatemala  Mineral Reserve and Mineral Resource
Estimates for further details.(14)
    
    The Mineral Reserves for the Pueblo Viejo Project set out in the table above have not been
supported by a technical report prepared in accordance with NI 43-101. A technical report is
being prepared by qualified persons under NI 43-101 and it will be available for review on the
SEDAR website located atwww.sedar.comunder the Corporations profile on or before May 15,
2008. Readers are advised to refer to that technical report when it is filed.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. - 16 -




---



##### 



(15)
    
    Numbers may not add up due to rounding.  Proven and Probable Lead and Zinc Mineral Reserves (1)(2)(3)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Lead
    
    Zinc
    
    Lead
    
    Zinc(millions)
    
    (%)
    
    (%)
    
    (millions of
    
    (millions ofpounds)
    
    pounds)Proven
    
    
    426.80
    
    
    
    0.36
    
    
    
    0.78
    
    
    
    3,432
    
    
    
    7,365Probable
    
    
    380.30
    
    
    
    0.29
    
    
    
    0.65
    
    
    
    2,444
    
    
    
    5,442Proven + Probable
    
    
    807.10
    
    
    
    0.33
    
    
    
    0.72
    
    
    
    5,876
    
    
    
    12,806
 
 (1)
    
    All Mineral Reserves have been calculated in accordance with the CIM Standards.(2)
    
    The Mineral Reserves for the Peñasquito Project set out in the table above have been
estimated by Robert H. Bryson, MMSA, Vice President, Engineering of 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. See Description of the Business  Mineral Properties 
Mexico  Peñasquito Project, Mexico  Mineral Reserve and Mineral Resource Estimates for
further details.(3)
    
    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
 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.
  - 17 -




---



##### 



Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources (1)(18)(19)  (excluding Proved/Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams
    
    (grams
    
    (%)
    
    (millions of
    
    (millions of
    
    (millions ofper tonne)
    
    per tonne)
    
    
    
    
    
    ounces)
    
    ounces)
    
    pounds)Red Lake Gold Mines (2)
    
    Measured
    
    
    0.73
    
    
    
    24.03
    
    
    
    
    
    
    
    
    
    
    
    0.56
    
    
    
    
    
    
    
    Indicated
    
    
    3.17
    
    
    
    17.10
    
    
    
    
    
    
    
    
    
    
    
    1.74
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    3.89
    
    
    
    18.39
    
    
    
    
    
    
    
    
    
    
    
    2.30
    
    
    
    
    
    
    
    Inferred
    
    
    6.41
    
    
    
    18.26
    
    
    
    
    
    
    
    
    
    
    
    3.76
    
    
    
    
    
    
    
    Porcupine Mine (3)
    
    Measured
    
    
    5.34
    
    
    
    2.27
    
    
    
    
    
    
    
    
    
    
    
    0.39
    
    
    
    
    
    
    
    Indicated
    
    
    68.05
    
    
    
    1.61
    
    
    
    
    
    
    
    
    
    
    
    3.52
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    73.38
    
    
    
    1.66
    
    
    
    
    
    
    
    
    
    
    
    3.91
    
    
    
    
    
    
    
    Inferred
    
    
    43.94
    
    
    
    1.67
    
    
    
    
    
    
    
    
    
    
    
    2.35
    
    
    
    
    
    
    
    Musselwhite Mine (4)
    
    Measured
    
    
    1.15
    
    
    
    5.62
    
    
    
    
    
    
    
    
    
    
    
    0.21
    
    
    
    
    
    
    
    Indicated
    
    
    1.86
    
    
    
    6.14
    
    
    
    
    
    
    
    
    
    
    
    0.37
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    3.00
    
    
    
    5.94
    
    
    
    
    
    
    
    
    
    
    
    0.57
    
    
    
    
    
    
    
    Inferred
    
    
    3.86
    
    
    
    6.19
    
    
    
    
    
    
    
    
    
    
    
    0.77
    
    
    
    
    
    
    
    Marigold Mine (5)
    
    Measured
    
    
    12.70
    
    
    
    0.67
    
    
    
    
    
    
    
    
    
    
    
    0.27
    
    
    
    
    
    
    
    (Goldcorps 662/3%
    
    Indicated
    
    
    18.24
    
    
    
    0.71
    
    
    
    
    
    
    
    
    
    
    
    0.42
    
    
    
    
    
    
    
    interest)
    
    Measured + Indicated
    
    
    30.94
    
    
    
    0.70
    
    
    
    
    
    
    
    
    
    
    
    0.69
    
    
    
    
    
    
    
    Inferred
    
    
    122.53
    
    
    
    0.43
    
    
    
    
    
    
    
    
    
    
    
    1.68
    
    
    
    
    
    
    
    Wharf Mine (6)
    
    Measured
    
    
    3.10
    
    
    
    0.74
    
    
    
    
    
    
    
    
    
    
    
    0.07
    
    
    
    
    
    
    
    Indicated
    
    
    4.77
    
    
    
    0.72
    
    
    
    
    
    
    
    
    
    
    
    0.11
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    7.86
    
    
    
    0.73
    
    
    
    
    
    
    
    
    
    
    
    0.18
    
    
    
    
    
    
    
    Inferred
    
    
    4.01
    
    
    
    0.82
    
    
    
    
    
    
    
    
    
    
    
    0.11
    
    
    
    
    
    
    
    Éléonore Project (7)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    10.78
    
    
    
    7.23
    
    
    
    
    
    
    
    
    
    
    
    2.51
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    10.78
    
    
    
    7.23
    
    
    
    
    
    
    
    
    
    
    
    2.51
    
    
    
    
    
    
    
    Inferred
    
    
    5.63
    
    
    
    6.47
    
    
    
    
    
    
    
    
    
    
    
    1.17
    
    
    
    
    
    
    
    South Arturo Project (8)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Goldcorps 40%
    
    Indicated
    
    
    6.51
    
    
    
    2.40
    
    
    
    11.7
    
    
    
    
    
    
    
    0.50
    
    
    
    2.5
    
    
    
    interest)
    
    Measured + Indicated
    
    
    6.51
    
    
    
    2.40
    
    
    
    11.7
    
    
    
    
    
    
    
    0.50
    
    
    
    2.5
    
    
    
    Inferred
    
    
    0.22
    
    
    
    0.70
    
    
    
    3.4
    
    
    
    
    
    
    
    0.01
    
    
    
    0.0
    
    
    
    Imperial Project (9)
    
    Measured
    
    
    67.88
    
    
    
    0.59
    
    
    
    
    
    
    
    
    
    
    
    1.29
    
    
    
    
    
    
    
    Indicated
    
    
    14.88
    
    
    
    0.51
    
    
    
    
    
    
    
    
    
    
    
    0.24
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    82.76
    
    
    
    0.58
    
    
    
    
    
    
    
    
    
    
    
    1.53
    
    
    
    
    
    
    
    Inferred
    
    
    43.83
    
    
    
    0.40
    
    
    
    
    
    
    
    
    
    
    
    0.56
    
    
    
    
    
    
    
    Los Filos Mine (10)
    
    Measured
    
    
    6.26
    
    
    
    0.69
    
    
    
    3.4
    
    
    
    
    
    
    
    0.14
    
    
    
    0.7
    
    
    
    Indicated
    
    
    78.11
    
    
    
    0.53
    
    
    
    5.3
    
    
    
    
    
    
    
    1.33
    
    
    
    13.3
    
    
    
    Measured + Indicated
    
    
    84.37
    
    
    
    0.54
    
    
    
    5.1
    
    
    
    
    
    
    
    1.47
    
    
    
    14.0
    
    
    
    Inferred
    
    
    73.49
    
    
    
    0.56
    
    
    
    5.5
    
    
    
    
    
    
    
    1.33
    
    
    
    13.0
    
    
    
    El Sauzal Mine (11)
    
    Measured
    
    
    0.48
    
    
    
    2.25
    
    
    
    
    
    
    
    
    
    
    
    0.04
    
    
    
    
    
    
    
    Indicated
    
    
    0.42
    
    
    
    2.02
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    0.91
    
    
    
    2.14
    
    
    
    
    
    
    
    
    
    
    
    0.06
    
    
    
    
    
    
    
    Inferred
    
    
    0.02
    
    
    
    2.38
    
    
    
    
    
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    San Dimas Mines (12)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Inferred
    
    
    17.55
    
    
    
    3.29
    
    
    
    324.4
    
    
    
    
    
    
    
    1.85
    
    
    
    183.0
    
    
    
    Nukay Mine (13)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    0.90
    
    
    
    5.41
    
    
    
    
    
    
    
    
    
    
    
    0.16
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    0.90
    
    
    
    5.41
    
    
    
    
    
    
    
    
    
    
    
    0.16
    
    
    
    
    
    
    
    Inferred
    
    
    8.84
    
    
    
    5.70
    
    
    
    
    
    
    
    
    
    
    
    1.62
    
    
    
    
    
    
    
    Peñasquito Project (14)
    
    Measured
    
    
    107.02
    
    
    
    0.25
    
    
    
    21.2
    
    
    
    
    
    
    
    0.86
    
    
    
    73.0
    
    
    
    Indicated
    
    
    571.44
    
    
    
    0.21
    
    
    
    18.5
    
    
    
    
    
    
    
    3.87
    
    
    
    340.3
    
    
    
    Measured + Indicated
    
    
    678.46
    
    
    
    0.22
    
    
    
    18.9
    
    
    
    
    
    
    
    4.73
    
    
    
    413.3
    
    
    
    Inferred
    
    
    1,220.00
    
    
    
    0.23
    
    
    
    13.0
    
    
    
    
    
    
    
    9.02
    
    
    
    509.9
    
    
    
    
 - 18 -




---



##### 



Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams
    
    (grams
    
    (%)
    
    (millions of
    
    (millions of
    
    (millions ofper tonne)
    
    per tonne)
    
    
    
    
    
    ounces)
    
    ounces)
    
    pounds)Marlin Mine (15)
    
    Measured
    
    
    0.70
    
    
    
    1.67
    
    
    
    44.4
    
    
    
    
    
    
    
    0.04
    
    
    
    1.0
    
    
    
    Indicated
    
    
    2.21
    
    
    
    1.45
    
    
    
    47.5
    
    
    
    
    
    
    
    0.10
    
    
    
    3.4
    
    
    
    Measured + Indicated
    
    
    2.91
    
    
    
    1.50
    
    
    
    46.8
    
    
    
    
    
    
    
    0.14
    
    
    
    4.4
    
    
    
    Inferred
    
    
    2.21
    
    
    
    4.06
    
    
    
    146.7
    
    
    
    
    
    
    
    0.29
    
    
    
    10.4
    
    
    
    Pueblo Viejo Project (16)
    
    Measured
    
    
    0.50
    
    
    
    2.67
    
    
    
    7.0
    
    
    
    0.04
    
    
    
    0.04
    
    
    
    0.1
    
    
    
    1(Goldcorps 40%
    
    Indicated
    
    
    16.64
    
    
    
    2.40
    
    
    
    6.8
    
    
    
    0.04
    
    
    
    1.28
    
    
    
    3.6
    
    
    
    15interest)
    
    Measured + Indicated
    
    
    17.14
    
    
    
    2.40
    
    
    
    6.8
    
    
    
    0.04
    
    
    
    1.32
    
    
    
    3.7
    
    
    
    16Inferred
    
    
    32.57
    
    
    
    2.46
    
    
    
    3.4
    
    
    
    0.02
    
    
    
    2.58
    
    
    
    3.6
    
    
    
    16Cerro Blanco Project (17)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    2.52
    
    
    
    15.64
    
    
    
    72.0
    
    
    
    
    
    
    
    1.27
    
    
    
    5.8
    
    
    
    Measured + Indicated
    
    
    2.52
    
    
    
    15.64
    
    
    
    72.0
    
    
    
    
    
    
    
    1.27
    
    
    
    5.8
    
    
    
    Inferred
    
    
    1.35
    
    
    
    15.31
    
    
    
    59.6
    
    
    
    
    
    
    
    0.67
    
    
    
    2.6
    
    
    
    Total
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.92
    
    
    
    74.8
    
    
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17.45
    
    
    
    368.9
    
    
    
    15Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.37
    
    
    
    443.7
    
    
    
    15Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27.77
    
    
    
    722.5
    
    
    
    16
 
 (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, 2007, with the following
exceptions:   Mineral Resources for the Imperial Project are reported as of January
1, 1997   Mineral Resources for the Cerro Blanco Project are as reported by
Glamis in its press release dated December 1, 2005   Mineral Resources for the Pueblo Viejo Project have not been supported
by a technical report prepared in accordance with NI 43-101. See note 16 below.(2)
    
    The Mineral Resources for Red Lake Gold Mines set out in the table above have been estimated
by Dean Crick, M.Sc., P.Geo., Red Lake Gold Mines, 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. See Description of the Business  Mineral Properties  Canada and the United
States  Red Lake Gold Mines, Ontario  Mineral Reserve and Mineral Resource Estimates for
further details.(3)
    
    The Mineral Resources for the Porcupine Mine set out in the table above have been estimated
by Stephen Price, P.Geo., Patti Nakai-Lajoie, P.Geo. and Imola Götz, P.Eng., each at the
Porcupine Mine, who are qualified persons under NI 43-101. The Mineral Resources are
classified as measured, indicated and inferred, and are based on the CIM Standards.(4)
    
    The Mineral Resources for the Musselwhite Mine set out in the table above have been estimated
by Andrew Cheatle, P.Geo. and Tim Sanford, P.Eng., each at the Musselwhite Mine, who are
qualified persons under NI 43-101. The Mineral Resources are classified as measured,
indicated and inferred, and are based on the CIM Standards.(5)
    
    The Mineral Resources for the Marigold Mine set out in the table above have been estimated by
Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp, and Patricia A. Maloney,
P.Eng., Marigold Mining Co., who are qualified persons under NI 43-101. The Mineral Resources
are classified as measured, indicated and inferred, and are based on the CIM Standards.(6)
    
    The Mineral Resources for the Wharf Mine set out in the table above have been estimated by
Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp, and Fred H. Brown, CPG,
Independent Geological Consultant, who are qualified persons under NI 43-101. The Mineral
Resources are classified as measured, indicated and inferred, and are based on the CIM
Standards.(7)
    
    The Mineral Resources for the Éléonore Project set out in the table above have been estimated
by Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp, Jacques Simoneau, P.Geo.,
Les Mines Opinaca Ltée, and Nathalie Prudhomme, P.Geo., Les Mines Opinaca Ltée, who are
qualified persons, who are qualified persons under NI 43-101. The Mineral Resources are
classified as indicated and inferred, and are based on the CIM Standards.(8)
    
    The Mineral Resources for the South Arturo Project set out in the table above have been
estimated by Barrick Gold Corporation and reviewed by Robert H. Bryson, MMSA, Vice President,
Engineering of Goldcorp, who is a qualified person under NI 43-101. The Mineral Resources are
classified as indicated and inferred, and are based on the CIM Standards.(9)
    
    The Mineral Resources for the Imperial Project set out in the table above have been estimated
by Robert H. Bryson, MMSA, Vice President, Engineering of 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.(10)
    
    The Mineral Resources for the Los Filos Mine set out in the table above have been estimated
by Reynaldo Rivera, MAusIMM, Vice President, Exploration of Luismin, 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. See Description of the Business  Mineral Properties 
Mexico  Los Filos Mine, Mexico  Mineral Reserve and Mineral Resource Estimates for further
details.(11)
    
    The Mineral Resources for the El Sauzal Mine set out in the table above have been estimated
by Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp and Steven Ristorcelli,
P.Geo., Mine Development Associates, Inc., who are qualified persons under NI 43-101. The
Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM
Standards.(12)
    
    The Mineral Resources for the San Dimas Mines set out in the table above have been estimated
by Velasquez Spring, P.Eng., Senior Geologist, and Gordon Watts, P.Eng., Senior Associate
Mineral Economist, both with Watts, Griffis and McOuat Limited, who are qualified persons
under NI 43-101. The Mineral Resources are classified as inferred, and are based on the CIM
Standards.(13)
    
    The Mineral Resources for the Nukay Mine set out in the table above have been estimated by
Reynaldo Rivera, MAusIMM, Vice President, Exploration of Luismin, 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. - 19 -




---



##### 



(14)
    
    The Mineral Resources for the Peñasquito Project set out in the table above have been
estimated by Fred H. Brown, CPG, Independent Geological Consultant, 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. See Description of the Business  Mineral Properties 
Mexico  Peñasquito Project, Mexico  Mineral Reserve and Mineral Resource Estimates for
further details.(15)
    
    The Mineral Resources for the Marlin Mine set out in the table above have been estimated by
Michael G. Hester, FAusIMM, B.Sc., M.S., Independent Mining Consultants, Inc., 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. See Description of the Business  Mineral
Properties  Central and South America  Marlin Mine, Guatemala  Mineral Reserve and Mineral
Resource Estimates for further details.(16)
    
    The Mineral Resources for the Pueblo Viejo Project set out in the table above have not been
supported by a technical report prepared in accordance with NI 43-101. A technical report is
being prepared by qualified persons under NI 43-101 and it will be available for review on the
SEDAR website located atwww.sedar.comunder the Corporations profile on or before May 15,
2008. Readers are advised to refer to that technical report when it is filed.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.(17)
    
    The Mineral Resources for the Cerro Blanco Project set out in the table above have been
estimated by Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp, who is a
qualified person under NI 43-101. The Mineral Resources are classified as indicated and
inferred, and are based on the CIM Standards.(18)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(19)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Lead and Zinc Mineral Resources (1)(4)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Lead
    
    Zinc
    
    Lead
    
    Zinc(millions)
    
    (%)
    
    (%)
    
    (millions of
    
    (millions ofpounds)
    
    pounds)Peñasquito Project (2)
    
    Measured
    
    
    107.02
    
    
    
    0.23
    
    
    
    0.62
    
    
    
    536
    
    
    
    1,453Mill
    
    Indicated
    
    
    571.44
    
    
    
    0.19
    
    
    
    0.51
    
    
    
    2,406
    
    
    
    6,464Measured + Indicated
    
    
    678.46
    
    
    
    0.20
    
    
    
    0.53
    
    
    
    2,942
    
    
    
    7,917Inferred
    
    
    1,220.00
    
    
    
    0.07
    
    
    
    0.50
    
    
    
    1,883
    
    
    
    13,448Pueblo Viejo Project (3)
    
    Measured
    
    
    5.00
    
    
    
    
    
    
    
    0.78
    
    
    
    
    
    
    
    85(Goldcorps 40%
    
    Indicated
    
    
    94.43
    
    
    
    
    
    
    
    0.55
    
    
    
    
    
    
    
    1,149interest)
    
    Measured + Indicated
    
    
    99.43
    
    
    
    
    
    
    
    0.56
    
    
    
    
    
    
    
    1,234Inferred
    
    
    32.57
    
    
    
    
    
    
    
    0.02
    
    
    
    
    
    
    
    13Total
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    1,538Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,406
    
    
    
    7,613Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,942
    
    
    
    9,151Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,883
    
    
    
    13,461
 
 (1)
    
    All Mineral Resources have been calculated in accordance with the CIM Standards.(2)
    
    The Mineral Resources for the Peñasquito Project set out in the table above have been
estimated by Fred H. Brown, CPG, Independent Geological Consultant, 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. See Description of the Business  Mineral Properties 
Mexico  Peñasquito Project, Mexico  Mineral Reserve and Mineral Resource Estimates for
further details.(3)
    
    The Mineral Resources for the Pueblo Viejo Project set out in the table above have not been
supported by a technical report prepared in accordance with NI 43-101. A technical report is
being prepared by qualified persons under NI 43-101 and it will be available for review on the
SEDAR website located atwww.sedar.comunder the Corporations profile on or before May 15,
2008. Readers are advised to refer to that technical report when it is filed.The Mineral
Resources 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.(4)
    
    Numbers may not add up due to rounding. - 20 -




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##### 



Mineral Properties
 CANADA AND THE UNITED STATES
  RED LAKE GOLD MINES, CANADA
   www.sedar.com
 Property Description and Location
  Accessibility, Climate, Local Resources, Infrastructure and Physiography
     - 21 -




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##### 



History
  Red Lake Complex
     Campbell Complex
  th
  - 22 -




---



##### 



Geological Setting
 Regional Geology
       Metamorphism
  - 23 -




---



##### 



Local Geology
    Site Geology
     Exploration
  - 24 -




---



##### 



Mineralization
   Drilling
   Red Lake Complex
   Campbell Complex
  - 25 -




---



##### 



Sampling and Analysis
   Sample Preparation, Analyses and Security
       - 26 -




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##### 



Mineral Resource and Mineral Reserve Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)
 Category
    
    Tonnes
    
    Grade
    
    Contained Metal(millions)
    
    (grams per tonne)
    
    (millions of ounces)Proven
    
    
    0.96
    
    
    
    36.12
    
    
    
    1.12Probable
    
    
    5.90
    
    
    
    17.86
    
    
    
    3.39Proven + Probable
    
    
    6.87
    
    
    
    20.42
    
    
    
    4.51
 
 (1)
    
    The Mineral Reserves for Red Lake Gold Mine set out in the table above have been estimated by
Stephane Blais, P.Eng., Red Lake Gold Mines, 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 $550 per ounce and an exchange rate of 1.15.(3)
    
    The estimated metallurgical recovery rate is 65% to 97%.(4)
    
    The average, diluted, cut-off grade for Mineral Reserves is 0.33 ounces per tonne (12.00
grams per tonne), but ranges from 0.20 ounces per tonne (6.85 grams per tonne) to 0.40 ounces
per tonne (13.71 grams per tonne) depending on the zone and mining method. Resource models
are diluted to minimum horizontal widths of 7 to 9 feet (2.12 to 2.74 metres) at a zero grade.(5)
    
    Numbers may not add up due to rounding.  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
    
    
    0.73
    
    
    
    24.03
    
    
    
    0.56Indicated
    
    
    3.17
    
    
    
    17.10
    
    
    
    1.74Measured + Indicated
    
    
    3.89
    
    
    
    18.39
    
    
    
    2.30Inferred
    
    
    6.41
    
    
    
    18.26
    
    
    
    3.76
 
 (1)
    
    The Mineral Resources for Red Lake Gold Mine set out in the table above have been estimated
by Dean Crick, M.Sc., P.Geo., Red Lake Gold Mines, 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 $650 per ounce and an exchange rate of 1.15.(3)
    
    The average, diluted, cut-off grade for Mineral Resources is 0.26 ounces per tonne (8.91
grams per tonne), but ranges from 0.20 ounces per tonne (6.85 grams per tonne) to 0.40 ounces
per tonne (13.71 grams per tonne) depending on the zone. The in situ block model has been
diluted to minimum horizontal widths of 4 to 6 feet (1.22 to 1.83 metres).(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. Mineral Processing and Metallurgical Testing
 Red Lake Complex
  - 27 -




---



##### 



Campbell Complex
   Mining Methods
  Environmental Considerations and Permitting
     - 28 -




---



##### 



PORCUPINE JOINT VENTURE, CANADA (non-material property)
  MUSSELWHITE JOINT VENTURE, CANADA (non-material property)
  MARIGOLD MINE, UNITED STATES (non-material property)
 2 3 1 3 2 3
 WHARF MINES, UNITED STATES (non-material property)
  - 29 -




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##### 



ÉLÉONORE PROJECT, QUÉBEC (non-material property)
   
    
    continuing with the confirmatory drilling already in progress,
    
    exploring the strike extent of the ore-body at both ends, and
    
    exploring the depth potential of the Roberto Zone.
   Indicated and Inferred Mineral Resources (1)(2)(3)
 Category
    
    Tonnes
    
    Gold
    
    Contained Gold(millions)
    
    (grams per tonne)
    
    (millions ofounces)Indicated
    
    
    10.78
    
    
    
    7.23
    
    
    
    2.51Inferred
    
    
    5.63
    
    
    
    6.47
    
    
    
    1.17
 
 (1)
    
    The Mineral Resources for the Éléonore Project set out in the table above have been estimated
by Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp, Jacques Simoneau, P.Geo.,
Les Mines Opinaca Ltée, and Nathalie Prudhomme, P.Geo., Les Mines Opinaca Ltée, who are
qualified persons under NI 43-101.(2)
    
    Cut-off grade was 3.5 grams of gold per tonne using $650 per ounce of gold.(3)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.   - 30 -




---



##### 



SOUTH ARTURO PROJECT, UNITED STATES (non-material property)
  IMPERIAL PROJECT, UNITED STATES (non-material property)
  MEXICO
    - 31 -




---



##### 



LOS FILOS MINE, MEXICO
   Property Description and Location
    Accessibility, Climate, Local Resources, Infrastructure and Physiography
    - 32 -




---



##### 



History
 Los Filos
     Bermejal
   - 33 -




---



##### 



Geological Setting
 Regional Geology
     Los Filos Deposit Geology
   - 34 -




---



##### 



Bermejal Deposit Geology
    - 35 -




---



##### 



Exploration
          Mineralization
  Drilling
  - 36 -




---



##### 



Sampling and Analysis
    Security of Samples
  - 37 -




---



##### 



Mineral Reserve and Mineral Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(millions)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (millions of
    
    (millions ofounces)
    
    ounces)Proven
    
    
    33.71
    
    
    
    0.83
    
    
    
    3.4
    
    
    
    0.90
    
    
    
    3.7Probable
    
    
    243.77
    
    
    
    0.61
    
    
    
    6.2
    
    
    
    4.75
    
    
    
    48.8Proven + Probable
    
    
    277.47
    
    
    
    0.63
    
    
    
    5.9
    
    
    
    5.64
    
    
    
    52.5
 
 (1)
    
    The Mineral Reserves for the Los Filos Mine set out in the table above have been estimated by
Reynaldo Rivera, MAusIMM, Vice President, Exploration of Luismin, who is a qualified person
under NI 43-101.(2)
    
    Cut-off grade for the Los Filos deposit was 0.22 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $550 per ounce of gold.(3)
    
    Cut-off grade for the Bermejal deposit was 0.20 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $550 per ounce of gold.(4)
    
    The estimated metallurgical recovery rate is 55% to 72% for gold and 5% for silver.(5)
    
    Numbers may not add up due to rounding  Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(millions)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (millions of
    
    (millions ofounces)
    
    ounces)Measured
    
    
    6.26
    
    
    
    0.69
    
    
    
    3.4
    
    
    
    0.14
    
    
    
    0.7Indicated
    
    
    78.11
    
    
    
    0.53
    
    
    
    5.3
    
    
    
    1.33
    
    
    
    13.3Measured + Indicated
    
    
    84.37
    
    
    
    0.54
    
    
    
    5.1
    
    
    
    1.47
    
    
    
    14.0Inferred
    
    
    73.49
    
    
    
    0.56
    
    
    
    5.5
    
    
    
    1.33
    
    
    
    13.0
 
 (1)
    
    The Mineral Resources for the Los Filos Mine set out in the table above have been estimated
by Reynaldo Rivera, MAusIMM, Vice President, Exploration of Luismin, who is a qualified person
under NI 43-101.(2)
    
    Cut-off grade for the Los Filos deposit was 0.22 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $650 per ounce of gold.(3)
    
    Cut-off grade for the Bermejal deposit was 0.20 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $650 per ounce of gold.(4)
    
    Cut-off grade for the 4P deposit was 0.22 grams of gold per tonne.(5)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(6)
    
    Numbers may not add up due to rounding. Mining Operations
   - 38 -




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Mineral Processing and Metallurgical Testing
     Environmental Considerations and Permitting
     - 39 -




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##### 



EL SAUZAL MINE, MEXICO (non-material property)
   SAN DIMAS MINES, MEXICO (non-material property)
    - 40 -




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##### 



NUKAY MINE, MEXICO (non-material property)
  PEÑASQUITO PROJECT, MEXICO
  www.sedar.com
 Property Description and, Location
   - 41 -




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##### 



List of Pertinent Claims  Peñasquito Project
 Claim
    
    Type
    
    Title
    
    File No.
    
    Area (Hectares)
    
    Date Issued
    
    Expiry DateEL PEÑASQUITO
    
    Exploitation
    
    
    196289
    
    
    
    43/885
    
    
    
    2.000
    
    
    
    1993-07-16
    
    
    
    2011-07-11LA PEÑA
    
    Exploitation
    
    
    203264
    
    
    
    07/1.3/547
    
    
    
    58.000
    
    
    
    1996-06-28
    
    
    
    2046-06-27LAS PEÑAS
    
    Exploitation
    
    
    212290
    
    
    
    8/1.3/00983
    
    
    
    40.000
    
    
    
    2000-09-29
    
    
    
    2050-09-28ALFA
    
    Exploitation
    
    
    201997
    
    
    
    7/1.3/485
    
    
    
    1100.000
    
    
    
    1995-10-11
    
    
    
    2045-10-10BETA
    
    Exploitation
    
    
    211970
    
    
    
    8/1.3/01137
    
    
    
    2054.761
    
    
    
    2000-08-18
    
    
    
    2050-08-17SEGUNDA RED. CONCHA
    
    Exploration
    
    
    218920
    
    
    
    8/2/00018
    
    
    
    23304.691
    
    
    
    2006-11-22
    
    
    
    2050-11-06MAZAPIL 3 F. I
    
    Exploration
    
    
    217001
    
    
    
    007/13852
    
    
    
    1950.702
    
    
    
    2002-06-14
    
    
    
    2008-06-13MAZAPIL 10
    
    Exploration
    
    
    223327
    
    
    
    93/26975
    
    
    
    1073.555
    
    
    
    2004-10-02
    
    
    
    2010-10-01
   Accessibility, Climate, Local Resources, Infrastructure and Physiography
 Accessibility and Infrastructure
      Water
  - 42 -




---



##### 



3
 3 3
 Surface Rights
   Climate
  Physiography
  History
 th
   - 43 -




---



##### 



Geological Setting
    Mineralization
   - 44 -




---



##### 



Exploration
     Drilling
   - 45 -




---



##### 



CATEGORY
    
    TOTAL DRILL HOLESNumber
    
    MetersHoles in Database (1)
    
    
    782
    
    
    
    396,426Hochschild Holds Excluded for Resource Estimate
    
    
    14
    
    
    
    4,601PP (water wells) Series Excluded for Resource Estimate
    
    
    7
    
    
    
    2,064Holes Used for Resource Estimate including condemnation
    
    
    761
    
    
    
    389,761
 
 (1)
    
    15,135 metres are reverse circulation drilling; the balance are core. Sampling, Analysis, Security and Data Verification
         - 46 -




---



##### 



Mineral Reserve and Mineral Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)(5)(6)(7)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Lead
    
    Zinc
    
    Gold
    
    Silver
    
    Lead
    
    Zinc(millions)
    
    (grams
    
    (grams
    
    (%)
    
    (%)
    
    (millions
    
    (millions
    
    (millions
    
    (millionsof ounces)
    
    of ounces)
    
    of pounds)
    
    of pounds)tonne)
    
    tonne)Peñasquito Project
    
    Proven
    
    
    426.80
    
    
    
    0.57
    
    
    
    34.0
    
    
    
    0.36
    
    
    
    0.78
    
    
    
    7.85
    
    
    
    466.9
    
    
    
    3,432
    
    
    
    7,365Mill (3)
    
    Probable
    
    
    380.30
    
    
    
    0.37
    
    
    
    27.2
    
    
    
    0.29
    
    
    
    0.65
    
    
    
    4.55
    
    
    
    332.6
    
    
    
    2,444
    
    
    
    5,442Proven + Probable
    
    
    807.10
    
    
    
    0.48
    
    
    
    30.8
    
    
    
    0.33
    
    
    
    0.72
    
    
    
    12.40
    
    
    
    799.5
    
    
    
    5,876
    
    
    
    12,806Peñasquito Project
    
    Proven
    
    
    42.20
    
    
    
    0.21
    
    
    
    20.9
    
    
    
    
    
    
    
    
    
    
    
    0.28
    
    
    
    28.3
    
    
    
    
    
    
    
    Heap Leach (4)
    
    Probable
    
    
    68.30
    
    
    
    0.17
    
    
    
    16.4
    
    
    
    
    
    
    
    
    
    
    
    0.37
    
    
    
    36.1
    
    
    
    
    
    
    
    Proven + Probable
    
    
    110.50
    
    
    
    0.18
    
    
    
    18.1
    
    
    
    
    
    
    
    
    
    
    
    0.65
    
    
    
    64.4
    
    
    
    
    
    
    
    
 
 (1)
    
    The Mineral Reserve estimates for the Peñasquito Project set out in the table above have been
prepared under the supervision of Robert H. Bryson, MMSA, Vice President, Engineering of
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 $525 per ounce, a silver price of $10.00 per ounce, a lead price of
$0.40 per pound and a zinc price of $0.80 per pound.(3)
    
    The estimated metallurgical recovery rate for the Peñasquito Project (Mill) is 5% to 64% for
gold, 5% to 65% for silver, 63% to 72% for lead and 60% to 75% for zinc.(4)
    
    The estimated metallurgical recovery rate the Peñasquito Project (Heap Leach) is 50% for gold
and 22% for silver.(5)
    
    The Proven and Probable Mineral Reserves have been calculated using NSR (Net Smelter Return)
cut-off grades and assuming the Mineral Reserves metals prices set forth above. These cut-off
grades are: $4.55 NSR for Peñasco-Azul sulphide feed and $5.18 NSR for Chile Colorado sulphide
feed. A run-of-mine , heap leach process for gold and silver has been defined for the oxide
materials at an NSR cut-off of $1.18 for Peñasco-Azul and $1.30 for Chile Colorado.(6)
    
    Proven and Probable Mineral Reserves are a subset of Measured and Indicated Mineral
Resources.(7)
    
    Numbers may not add up due to rounding. - 47 -




---



##### 



Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Lead
    
    Zinc
    
    Gold
    
    Silver
    
    Lead
    
    Zinc(millions)
    
    (grams
    
    (grams
    
    (%)
    
    (%)
    
    (millions
    
    (millions
    
    (millions
    
    (millionsper
    
    per
    
    
    
    
    
    
    
    
    
    of ounces)
    
    of ounces)
    
    of pounds)
    
    of pounds)tonne)
    
    tonne)Measured
    
    
    107.02
    
    
    
    0.25
    
    
    
    21.2
    
    
    
    0.23
    
    
    
    0.62
    
    
    
    0.86
    
    
    
    73.0
    
    
    
    536
    
    
    
    1,453Indicated
    
    
    571.44
    
    
    
    0.21
    
    
    
    18.5
    
    
    
    0.19
    
    
    
    0.51
    
    
    
    3.87
    
    
    
    340.3
    
    
    
    2,406
    
    
    
    6,464Measured + Indicated
    
    
    678.46
    
    
    
    0.22
    
    
    
    18.9
    
    
    
    0.20
    
    
    
    0.53
    
    
    
    4.73
    
    
    
    413.3
    
    
    
    2,942
    
    
    
    7,917Inferred
    
    
    1,220.00
    
    
    
    0.23
    
    
    
    13.0
    
    
    
    0.07
    
    
    
    0.50
    
    
    
    9.02
    
    
    
    509.9
    
    
    
    1,883
    
    
    
    13,448
 
 (1)
    
    The Mineral Resource estimates for the Peñasquito Project set out in the table above have
been prepared by Fred H. Brown, CPG, Independent Geological Consultant, 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 based on a gold price of $650 per ounce, a silver price of $13.00 per
ounce, a lead price of $0.50 per pound and a zinc price of $1.00 per pound.(3)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(4)
    
    Numbers may not add up due to rounding. Proposed Mining Operations
 Mine Plan
    Environmental Permitting
  - 48 -




---



##### 



Taxes
   Mine Life and Payback
  CENTRAL AND SOUTH AMERICA
  ALUMBRERA MINE, ARGENTINA
 Property Description and Location
  
    
    an open pit mine, processing facilities and central administration offices at
Alumbrera, Catamarca;
    
    a 316-kilometre concentrate slurry pipeline through Catamarca and Tucumán
Provinces;
    
    a 202-kilometre, 220 kilovolt power line from the projects substation at El
Bracho, Tucumán;
    
    a filter plant and rail loading facilities at Cruz del Norte, Tucumán; and
    
    a port, handling facilities and train maintenance facilities at San Martìn near
Rosario, Santa Fé.
   - 49 -




---



##### 



Royalties
   Accessibility, Climate, Local Resources, Infrastructure and Physiography
     - 50 -




---



##### 



History
 th th th
      - 51 -




---



##### 



Geological Setting
 Regional Geology
   Deposit Geology
    Exploration
   Mineralization
 ±
  - 52 -




---



##### 



Drilling
  o o o
   Sampling and Analysis
     - 53 -




---



##### 



Drill Core Samples
  Reverse Circulation Samples
  Sample Quality
  
    
    the use of internal standards by the laboratory;
    
    the use of Alumbrera submitted standard samples with each sample batch;
    
    regular re-analysis of pulps by the laboratory;
    
    re-analysis of pulps as requested by Alumbrera;
    
    check analysis of randomly selected pulps by a second laboratory; and
    
    1/4 core re-sampling of selected sample intervals mixed
with each batch.
  Security of Samples
  Ore Reserve and Mineral Resource Estimates
  Proved and Probable Ore Reserves (1)(2)(3)(4)(5)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Copper
    
    Gold
    
    Copper(millions)
    
    (grams per tonne)
    
    (%)
    
    (millions of
    
    (millions ofounces)
    
    pounds)Proved
    
    
    138.75
    
    
    
    0.45
    
    
    
    0.43
    
    
    
    2.00
    
    
    
    1,317Probable
    
    
    3.75
    
    
    
    0.35
    
    
    
    0.38
    
    
    
    0.04
    
    
    
    31Proved + Probable
    
    
    142.50
    
    
    
    0.45
    
    
    
    0.43
    
    
    
    2.04
    
    
    
    1,348
 - 54 -




---



##### 



(1)
    
    The Ore Reserves for the Alumbrera Mine set out in the table above have been estimated by
Luis Rivera, MAusIMM at MAA, who is a qualified person under NI 43-101 and a competent person
under the JORC Code. The Ore Reserves are classified as proved and probable, and are based on
the JORC Code.(2)
    
    Based on a gold price of $500 per ounce and a copper price of $1.25 per pound.(3)
    
    The estimated metallurgical recovery rate is 75% for gold and 89% for copper.(4)
    
    Ore Reserves are based on a life-of-mine production schedule generated from pit optimization
studies on the new resource block model and are reported on the basis of a recoverable payable
copper equivalent cut-off grade of 0.26%, with the equivalent grade taking into account copper
and gold grades, prices, metallurgical recoveries and realisation costs.(5)
    
    Numbers may not add up due to rounding.  Mineral Processing and Metallurgical Testing
     Mining Operations
     - 55 -




---



##### 



Milling Operations
         - 56 -




---



##### 



Markets and Contracts
 MAAs objective has been to sell 90% to 95% of its concentrate production through frame
contracts, with the balance for sale into the spot market. This has reduced the annual average
treatment and refining charges and provided short-term flexibility of production, sales and
revenue. In this way, the project is able to utilize the market conditions to their optimum
advantage. Marketing is managed by MAA and Xstrata copper marketing personnel.
 Environmental Considerations
  Permitting
  - 57 -




---



##### 



Compliance
    Reclamation and Closure
    - 58 -




---



##### 



Bond-Posting
  Capital Costs
  Taxes
    Production Estimates
  MARLIN MINE, GUATEMALA
  - 59 -




---



##### 



www.sedar.com
 Project Description and Location
     Accessibility, Climate, Local Resources, Infrastructure and Physiography
      History
  - 60 -




---



##### 



Geological Setting
   Mineralization
   Exploration
    Drilling
  - 61 -




---



##### 



Sampling and Analysis
 3 4
      - 62 -




---



##### 



Security of Samples
    Mineral Reserve and Mineral Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(millions)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (millions of
    
    (millions ofounces)
    
    ounces)Proven
    
    
    4.10
    
    
    
    5.61
    
    
    
    152.8
    
    
    
    0.74
    
    
    
    20.1Probable
    
    
    11.46
    
    
    
    4.11
    
    
    
    98.1
    
    
    
    1.51
    
    
    
    36.1Proven + Probable
    
    
    15.56
    
    
    
    4.50
    
    
    
    112.5
    
    
    
    2.25
    
    
    
    56.3
 
 (1)
    
    The Mineral Reserves for the Marlin Mine set out in the table above have been estimated by
Michael G. Hester, FAusIMM, B.Sc., M.S., Independent Mining Consultants, Inc., who is a
qualified person under NI 43-101.(2)
    
    Based on a gold price of $550 per ounce and a silver price of $10.00 per ounce.(3)
    
    The estimated metallurgical recovery rate is 92% for gold and 65% for silver.(4)
    
    Numbers may not add up due to rounding  Measured, Indicated and Inferred Mineral Resources (1)(2)(3)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(millions)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (millions of
    
    (millions ofounces)
    
    ounces)Measured
    
    
    0.70
    
    
    
    1.67
    
    
    
    44.4
    
    
    
    0.04
    
    
    
    1.0Indicated
    
    
    2.21
    
    
    
    1.45
    
    
    
    47.5
    
    
    
    0.10
    
    
    
    3.4Measured + Indicated
    
    
    2.91
    
    
    
    1.50
    
    
    
    46.8
    
    
    
    0.14
    
    
    
    4.4Inferred
    
    
    2.21
    
    
    
    4.06
    
    
    
    146.7
    
    
    
    0.29
    
    
    
    10.4
 
 (1)
    
    The Mineral Resources for the Marlin Mine set out in the table above have been estimated by
Michael G. Hester, FAusIMM, B.Sc., M.S., Independent Mining Consultants, Inc., who is a
qualified person under NI 43-101.(2)
    
    Based on a gold price of $650 per ounce and a silver price of $13.00 per ounce.(3)
    
    Numbers may not add up due to rounding. Operations
  - 63 -




---



##### 



SAN MARTIN MINE, HONDURAS (non-material property)
  PUEBLO VIEJO PROJECT, DOMINICAN REPUBLIC
 The technical disclosure in this annual information form with respect to the Pueblo Viejo
Project has not been supported by a technical report prepared in accordance with NI 43-101. The
technical report is being prepared by qualified persons under NI 43-101 and it will be available
for review on the SEDAR website located at www.sedar.com under the Corporations profile on or
before May 15, 2008. Readers are advised to refer to that technical report when it is filed.
 Property Description and Location
    - 64 -




---



##### 



History
          - 65 -




---



##### 



Special Lease Agreement
     - 66 -




---



##### 



Geological Setting and Mineralization
        - 67 -




---



##### 



Drilling and Verification of Data
  Prior Drilling Campaigns
      PVDC Drilling Campaign
  
    
    Six holes for 1,506 metres to identify mineralization along high-grade trends
and potential mineralization with high priority targets near the pits.
    
    Forty-two holes for 7,293 metres to test open mineralization along pit edges
and to define inferred
 - 68 -




---



##### 



resources along the pit edges.
    
    Five holes for 1,216 metres were drilled to test the pit bottom.
    
    All drill holes were angle holes to optimize the information cut.
    
    
    Lithology  type, interval in metres.
    
    Assay  interval, sample number (interval normally 2 metres but intervals were
also cut at lithology changes or major structures).
    
    Oxidation  oxide, transitional, or sulphide facies.
    
    Alteration  type, intensity.
    
    Veining  type, estimated percentage.
    
    Disseminated Sulphides  type, percentage.
  
    
    Drill interval  From-To, and length in metres of block-to-block intervals; 1.5
metres under normal drilling conditions.
    
    Core recovery.
    
    Sum of core pieces greater than 10 centimetres  RQD calculated by Excel.
    
    Fracture count  number of natural fractures per interval.
    
    Oriented  whether or not drill interval was successfully marked with orienting crayon.
 Validation of Historic Drilling Information
   - 69 -




---



##### 



Sampling Method and Approach
      - 70 -




---



##### 



Sample Preparation, Analyses and Security
 Rosario
    GENEL JV
    MIM
   PDDC
   - 71 -




---



##### 



PVDC
    th th
 QA/QC Procedures
     
    
    Each batch was submitted with 75 samples, of which 6 were QC control (2 blanks,
2 standards, and 2 core duplicates).
    
    The blanks were a local limestone, the same used during the Placer campaign.
    
    The standards were purchased from Rocklab of New Zealand and correspond to the
gold range of the deposit. These standards were used for most of the year.
    
    Five custom, reference materials were prepared by PVDC using the mineralization
from Pueblo Viejo. The gold grade range corresponds to the range of the Project.
    
    The core duplicates were also inserted approximately every thirtieth sample.
 Mineral Processing and Metallurgical Testing
  - 72 -




---



##### 



Mineral Reserve and Resource Estimates
 The technical disclosure,
including the Mineral Reserve and Mineral Resource estimates, in this annual information form with
respect to the Pueblo Viejo Project have not been supported by a technical report prepared in
accordance with NI 43-101. A technical report is being prepared by qualified persons under NI
43-101 and it will be available for review on the SEDAR website located at www.sedar.com under the
Corporations profile
on or before May 15, 2008. Readers are advised to refer to that technical report when it is
filed.
  Proven and Probable Mineral Reserves (1)(2)(3)(4)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams per
    
    (grams per
    
    (%)
    
    (millions of
    
    (millions of
    
    (millions oftonne)
    
    tonne)
    
    
    
    
    
    ounces)
    
    ounces)
    
    pounds)Proven
    
    
    4.50
    
    
    
    3.39
    
    
    
    18.9
    
    
    
    0.10
    
    
    
    0.49
    
    
    
    2.7
    
    
    
    10Probable
    
    
    81.16
    
    
    
    2.88
    
    
    
    14.6
    
    
    
    0.09
    
    
    
    7.53
    
    
    
    36.4
    
    
    
    145Proven + Probable
    
    
    85.65
    
    
    
    2.91
    
    
    
    14.8
    
    
    
    0.09
    
    
    
    8.02
    
    
    
    39.2
    
    
    
    155
 
 (1)
    
    The Mineral Reserves for the Pueblo Viejo Project set out in the table above have not been
supported by a technical report prepared in accordance with NI 43-101. A technical report is
being prepared by qualified persons under NI 43-101 and it will be available for review on the
SEDAR website located atwww.sedar.comunder the Corporations profile on or before May 15,
2008. Readers are advised to refer to that technical report when it is filed.(2)
    
    Based on a gold price of $575 per ounce, a silver price of $10.75 per ounce, and a copper
price of $2.00 per pound.(3)
    
    The estimated metallurgical recovery rate is 88% to 95% for gold and 86% to 89% for silver.(4)
    
    Numbers may not add up due to rounding. - 73 -




---



##### 



Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources (1)(2)(3)(4)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams per
    
    (grams per
    
    (%)
    
    (millions of
    
    (millions of
    
    (millions oftonne)
    
    tonne)
    
    
    
    
    
    ounces)
    
    ounces)
    
    pounds)Measured
    
    
    0.50
    
    
    
    2.67
    
    
    
    7.0
    
    
    
    0.04
    
    
    
    0.04
    
    
    
    0.1
    
    
    
    1Indicated
    
    
    16.64
    
    
    
    2.40
    
    
    
    6.8
    
    
    
    0.04
    
    
    
    1.28
    
    
    
    3.6
    
    
    
    15Measured + Indicated
    
    
    17.14
    
    
    
    2.40
    
    
    
    6.8
    
    
    
    0.04
    
    
    
    1.32
    
    
    
    3.7
    
    
    
    16Inferred
    
    
    32.57
    
    
    
    2.46
    
    
    
    3.4
    
    
    
    0.02
    
    
    
    2.58
    
    
    
    3.6
    
    
    
    16
 
 (1)
    
    The Mineral Resources for the Pueblo Viejo Project set out in the table above have not been
supported by a technical report prepared in accordance with NI 43-101. A technical report is
being prepared by qualified persons under NI 43-101 and it will be available for review on the
SEDAR website located atwww.sedar.comunder the Corporations profile on or before May 15,
2008. Readers are advised to refer to that technical report when it is filed.(2)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(3)
    
    Based on a gold price of $650 per ounce, a silver price of $11.50 per ounce and a copper
price of $2.25 per pound.(4)
    
    Numbers may not add up due to rounding Measured, Indicated and Inferred Zinc Mineral Resources (1)(2)(3)(4)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Zinc
    
    Zinc(millions)
    
    (%)
    
    (millions of pounds)Measured
    
    
    5.00
    
    
    
    0.78
    
    
    
    85Indicated
    
    
    94.43
    
    
    
    0.55
    
    
    
    1,149Measured + Indicated
    
    
    99.43
    
    
    
    0.56
    
    
    
    1,234Inferred
    
    
    32.57
    
    
    
    0.02
    
    
    
    13
 
 (1)
    
    The Mineral Resources for the Pueblo Viejo Project set out in the table above have not been
supported by a technical report prepared in accordance with NI 43-101. A technical report is
being prepared by qualified persons under NI 43-101 and it will be available for review on the
SEDAR website located atwww.sedar.comunder the Corporations profile on or before May 15,
2008. Readers are advised to refer to that technical report when it is filed.(2)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(3)
    
    Based on a 1.4 grams per tonne of gold cut-off grade.(4)
    
    Numbers may not add up due to rounding. Mining Operations
     - 74 -




---



##### 



3 ,
    
    
    Produce limestone slurry for use in the process
    
    Produce lime from a kiln for use in the process
    
    Produce aggregate for raising the tailings dam
    
    Produce aggregate for road maintenance
   Processing/Metallurgy
    - 75 -




---



##### 




    
    Run-of-mine (ROM) crushing
    
    Grinding (SAG and ball milling)
    
    Pebble crushing
    
    Pressure oxidation
    
    Hot curing
    
    Counter current decantation (CCD) thickener washing
    
    Ferric precipitation
    
    Copper recovery
    
    High density sludge neutralization
    
    Silver enhancement, lime boil
    
    Oxidized slurry cooling
    
    Carbon-in-leach (CIL)
    
    Refining
    
    Cyanide destruction
    
    Tailings disposal
    2
  2
  - 76 -




---



##### 



3
        Limestone and Lime Plant Facilities
   
    
    Limestone primary crushing, conveying, screening, and surge bin
    
    Limestone grinding (SAG and ball milling)
    
    Lime kilns
    
    Lime slaker (ball mill)
 - 77 -




---



##### 




    
    Lime mixing and storage system
 Water Management and Supply
      Power Supply
    - 78 -




---



##### 



CERRO BLANCO PROJECT, GUATEMALA (non-material property)
  RISK FACTORS
  Exploration, Development and Operating Risk
     Environmental Risks and Hazards
  - 79 -




---



##### 



www.cyanidecode.org
 Environmental Risks at the Alumbrera Mine
    Environmental Risks at the Red Lake Gold Mines
  - 80 -




---



##### 



Luismin Tailings Management Risks
 3
  - 81 -




---



##### 



Environmental Risks at Marigold Mine and the South Arturo Project
  Climate Change Risks
  Sea level rise:
 Extreme weather events:
 Resource shortages:
  Permitting
  - 82 -




---



##### 



Peñasquito Development and Marketing Risk
   Economic and Political Instability in Argentina
       - 83 -




---



##### 



Business Interruption Risks at the Alumbrera Mine
   Uncertainty in the Estimation of Ore/Mineral Reserves and Mineral Resources
   Uncertainty Relating to Inferred Mineral Resources
  - 84 -




---



##### 



Need for Additional Mineral Reserves and Mineral Resources
   Property
    
    Estimated Mine LifeRed Lake Gold Mine
    
    15 yearsPorcupine Mine
    
    8 yearsMusselwhite Mine
    
    7 yearsMarigold Mine
    
    9 yearsWharf Mine
    
    3 yearsEl Sauzal Mine
    
    3 yearsLos Filos Mine
    
    11 yearsSan Dimas Mines
    
    22 yearsNukay Mine
    
    13 yearsAlumbrera Mine
    
    9 yearsMarlin Mine
    
    9 years
 Commodity Prices
     - 85 -




---



##### 



Commodity Hedging
   Exchange Rate Fluctuations
  Land Title
    - 86 -




---



##### 



Competition
  Additional Capital
  Infrastructure
  Government Regulation
  Foreign Operations
   - 87 -




---



##### 



Labour and Employment Matters
  Subsidiaries
  Insurance and Uninsured Risks
   Acquisition Strategy
  - 88 -




---



##### 



Joint Ventures
 2 3
 Market Price of the Corporations Securities
   Future Sales of Common Shares by Existing Shareholders
  Key Executives
  Conflicts of Interest
  - 89 -




---



##### 



Business Corporations Act
 DIVIDENDS
   DESCRIPTION OF CAPITAL STRUCTURE
  - 90 -




---



##### 



TRADING PRICE AND VOLUME
 Common Shares
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeJanuary 2007
    
    
    33.95
    
    
    
    29.20
    
    
    
    77,840,603February 2007
    
    
    34.50
    
    
    
    30.50
    
    
    
    82,060,405March 2007
    
    
    31.45
    
    
    
    27.10
    
    
    
    89,355,945April 2007
    
    
    30.47
    
    
    
    26.94
    
    
    
    78,725,305May 2007
    
    
    28.41
    
    
    
    24.01
    
    
    
    94,051,710June 2007
    
    
    26.85
    
    
    
    24.60
    
    
    
    69,731,499July 2007
    
    
    29.05
    
    
    
    25.37
    
    
    
    86,123,899August 2007
    
    
    27.25
    
    
    
    22.40
    
    
    
    93,023,305September 2007
    
    
    30.75
    
    
    
    25.01
    
    
    
    90,232,608October 2007
    
    
    33.23
    
    
    
    29.03
    
    
    
    85,865,226November 2007
    
    
    34.53
    
    
    
    30.06
    
    
    
    89,833,569December 2007
    
    
    34.80
    
    
    
    30.47
    
    
    
    58,071,047
  Warrants
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeJanuary 2007
    
    
    17.00
    
    
    
    14.01
    
    
    
    59,592February 2007
    
    
    17.50
    
    
    
    14.50
    
    
    
    64,566March 2007
    
    
    15.00
    
    
    
    11.25
    
    
    
    69,109April 2007
    
    
    13.20
    
    
    
    11.45
    
    
    
    101,977May 2007
    
    
    13.00
    
    
    
    9.54
    
    
    
    51,967June 2007
    
    
    10.49
    
    
    
    9.20
    
    
    
    33,281July 2007
    
    
    12.37
    
    
    
    9.81
    
    
    
    80,768August 2007
    
    
    11.50
    
    
    
    7.73
    
    
    
    73,503September 2007
    
    
    12.50
    
    
    
    8.85
    
    
    
    58,349October 2007
    
    
    12.50
    
    
    
    10.50
    
    
    
    53,966November 2007
    
    
    12.50
    
    
    
    9.33
    
    
    
    66,636December 2007
    
    
    10.70
    
    
    
    8.80
    
    
    
    39,340
  - 91 -




---



##### 



DIRECTORS AND OFFICERS
  Name,Province/State andCountry of Residence
    
    Position(s) with the Corporation
    
    Principal OccupationC. Kevin McArthur
Nevada, United States
    
    President, Chief Executive
Officer and a Director (director
since November 2006)
    
    President and Chief Executive Officer of GoldcorpIan W. Telfer
British Columbia, Canada
    
    Chairman of the Board and a
Director (director since February
2005)
    
    Chairman of the Board of GoldcorpDouglas M. Holtby (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)John P. Bell (2)(4)
British Columbia, Canada
    
    Director since February 2005
    
    Independent DirectorLawrence I. Bell (1)(3)(4)
British Columbia, Canada
    
    Director since February 2005
    
    Chairman of Canada Line (Rapid Transit) ProjectBeverley A. Briscoe (1)(3)
British Columbia, Canada
    
    Director since April 2006
    
    President of Briscoe Management LimitedPeter J. Dey (2)(3)
Ontario, Canada
    
    Director since June 2006
    
    Chairman of Paradigm Capital Inc.P. Randy Reifel (4)
British Columbia, Canada
    
    Director since November 2006
    
    President of Chesapeake Gold Corp.A. Dan Rovig (1)(2)
Nevada, United States
    
    Director since November 2006
    
    Independent ConsultantKenneth F. Williamson
(1)(2)(3)
Ontario, Canada
    
    Director since November 2006
    
    Independent ConsultantLindsay A. Hall
British Columbia, Canada
    
    Executive Vice President and
Chief Financial Officer
    
    Executive Vice President and Chief Financial Officer
of GoldcorpCharles A. Jeannes
British Columbia, Canada
    
    Executive Vice President,
Corporate Development
    
    Executive Vice President, Corporate Development of
GoldcorpSteve P. Reid
British Columbia, Canada
    
    Executive Vice President and
Chief Operating Officer
    
    Executive Vice President and Chief Operating Officer
of GoldcorpCheryl A. Sedestrom
Reno, Nevada
    
    Vice President, Risk Management
    
    Vice President, Risk Management of GoldcorpRohan Hazelton
British Columbia, Canada
    
    Vice President, Finance
    
    Vice President, Finance of GoldcorpColette Rustad
British Columbia, Canada
    
    Vice President, Controller
    
    Vice President, Controller of Goldcorp
 - 92 -




---



##### 



Name,Province/State andCountry of Residence
    
    Position(s) with the Corporation
    
    Principal OccupationWendy Louie
British Columbia, Canada
    
    Vice President, Assistant
Controller
    
    Vice President, Assistant Controller of GoldcorpPaula Rogers
British Columbia, Canada
    
    Vice President, Treasurer
    
    Vice President, Treasurer of GoldcorpMark A. Ruus
British Columbia, Canada
    
    Vice President, Tax
    
    Vice President, Tax of GoldcorpJohn Allan
British Columbia, Canada
    
    Vice President, Sustainable
Development
    
    Vice President, Sustainable Development of GoldcorpGerry Atkinson
British Columbia, Canada
    
    Vice President, Human Resources,
Corporate and Canada
    
    Vice President, Human Resources, Corporate and
Canada of GoldcorpRobert Bryson 
British Columbia, Canada
    
    Vice President, Engineering
    
    Vice President, Engineering of GoldcorpGeorge Burns
Ontario, Canada
    
    Vice President, Canada and United
States
    
    Vice President, Canada and United States of GoldcorpRonald McLean 
British Columbia, Canada
    
    Vice President, Human Resources,
United States and Latin America
    
    Vice President, Human Resources, United States and
Latin America of GoldcorpTim Miller
Guatemala City, Guatemala
    
    Vice President, Central and South
America
    
    Vice President, Central and South America of GoldcorpBarry Olson
Zacatecas, Mexico
    
    Vice President, Chief Operating
Officer, Mexico
    
    Vice President, Chief Operating Officer, Mexico of
GoldcorpMark Olson
British Columbia,Canada
    
    Vice President, Information
Technology
    
    Vice President, Information Technology of GoldcorpCharlie Ronkos 
Reno, Nevada
    
    Vice President, Exploration
    
    Vice President, Exploration of GoldcorpJeff Wilhoit
British Columbia, Canada
    
    Vice President, Investor Relations
    
    Vice President, Investor Relations of GoldcorpDavid Deisley
British Columbia, Canada
    
    Vice President and General Counsel
    
    Vice President and General Counsel of GoldcorpAnna M. Tudela 
British Columbia, Canada
    
    Corporate Secretary and Director,
Regulatory Compliance
    
    Corporate Secretary and Director, Regulatory
Compliance of Goldcorp
 
 (1)
    
    Member of the Audit Committee.(2)
    
    Member of the Compensation Committee.(3)
    
    Member of the Nominating and Corporate Governance Committee.(4)
    
    Member of the Sustainability, Environment, Health and Safety Committee.  C. Kevin McArthur  President, Chief Executive Officer and Director.
 - 93 -




---



##### 



Ian W. Telfer  Chairman and Director.
 Douglas M. Holtby  Vice Chairman of the Board and Lead Director.
 John P. Bell  Director.
 Lawrence I. Bell  Director.
 Beverley A. Briscoe  Director.
 Peter J. Dey  Director.
 - 94 -




---



##### 



P. Randy Reifel  Director.
 A. Dan Rovig  Director.
 Kenneth F. Williamson  Director.
 Lindsay Hall  Chief Financial Officer and Executive Vice President.
 Charles Jeannes  Executive Vice President, Corporate Development.
 Steve P. Reid  Executive Vice President and Chief Operating Officer.
 Cheryl A. Sedestrom  Vice President, Risk Management.
 - 95 -




---



##### 



Rohan Hazelton  Vice President, Finance.
 Colette Rustad Vice President, Corporate Controller.
 Wendy Louie  Vice President, Assistant Controller.
 Paula Rogers  Vice President, Treasurer.
 Mark Ruus  Vice President, Tax.
 John Allan  Vice President, Sustainable Development.
 Gerry Atkinson  Vice President, Human Resources, Corporate and Canada.
 Robert Bryson  Vice President, Engineering.
 - 96 -




---



##### 



George Burns  Vice President, Canada and United States.
 Ronald McLean  Vice President, Human Resources, United States and Latin America.
 Tim Miller  Vice President, Central and South America.
 Barry Olson  Vice President, Chief Operating Officer, Luismin.
 Mark Olson  Vice President, Information Technology.
 Charlie Ronkos  Vice President, Exploration.
 Jeffrey Wilhoit  Vice President, Investor Relations.
 - 97 -




---



##### 



David L. Deisley  Vice President and General Counsel.
 Anna M. Tudela  Corporate Secretary and Director, Regulatory Compliance.
   Cease Trade Orders, Bankruptcies, Penalties and Sanctions
    - 98 -




---



##### 



Conflicts of Interest
  INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
       - 99 -




---



##### 



TRANSFER AGENT AND REGISTRAR
   MATERIAL CONTRACTS
 www.sedar.com
 INTERESTS OF EXPERTS
  Mineral Property
    
    Qualified Person(s)Red Lake Gold Mine
    
    Stephane Blais, P.Eng. at Red Lake Gold Mines (Mineral Reserves)
Dean Crick, M.Sc., P.Geo. at Red Lake Gold Mines (Mineral Resources)Porcupine Mine
    
    Stephen Price, P.Geo. at the Porcupine Mine
Patti Nakai-Lajoie, P.Geo. at the Porcupine Mine
Imola Götz, P.Eng. at the Porcupine MineMusselwhite Mine
    
    Andrew Cheatle, P.Geo. at the Musselwhite Mine
Tim Sanford, P.Eng. at the Musselwhite MineMarigold Mine
    
    Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp
Patricia A. Maloney, P.Eng., Marigold Mining Co.
 - 100 -




---



##### 



Mineral Property
    
    Qualified Person(s)Wharf Mine
    
    Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp
Fred H. Brown, CPG, Independent Geological ConsultantÉléonore Project
    
    Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp
Jacques Simoneau, P.Geo., Les Mines Opinaca Ltée
Nathalie Prudhomme, P.Geo., Les Mines Opinaca LtéeSouth Arturo Project
    
    Robert H. Bryson, MMSA, Vice President, Engineering of GoldcorpImperial Project
    
    Robert H. Bryson, MMSA, Vice President, Engineering of GoldcorpLos Filos Mine
    
    Reynaldo Rivera, MAusIMM, Vice President, Exploration of Luismin, S.A. de
C.V.El Sauzal Mine
    
    Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp
Steven Ristorcelli, P.Geo., Mine Development Associates, Inc.San Dimas Mines
    
    Velasquez Spring, P.Eng., Senior Geologist, Watts, Griffis and McOuat Limited
Gordon Watts, P.Eng., Senior Associate Mineral Economist, Watts, Griffis and
McOuat LimitedNukay Mine
    
    Reynaldo Rivera, MAusIMM, Vice President, Exploration of Luismin, S.A. de
C.V.Peñasquito Project
    
    Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp
Fred H. Brown, CPG, Independent Geological ConsultantAlumbrera Mine
    
    Luis Rivera, MAusIMM at Minera Alumbrera LimitedMarlin Mine
    
    Michael G. Hester, FAusIMM, B.Sc., M.S., Independent Mining Consultants, Inc.Pueblo Viejo Project
    
    Not been supported by a technical report prepared in accordance with NI
43-101. A technical report is being prepared by qualified persons under NI
43-101 and it will be available for review on the SEDAR website located atwww.sedar.comunder the Corporations profile on or before May 15, 2008.
Readers are advised to refer to that technical report when it is filed.Cerro Blanco Project
    
    Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp
  1.
    
    Red Lake Gold Mine  Dean Crick, M.Sc., P.Geo., Stephane Blais, P.Eng. and Anthony
Stechishen, P.Geo. prepared a report in accordance with NI 43-101 for Goldcorp entitled The
Red Lake Gold Mines Property, Red Lake Mining Division, Northern Ontario dated November 17,
2006.
 2.
    
    Los Filos Mine  P. John Barton, B.Sc.(Eng.), ARSM, MAusIMM, Consultant to Snowden Mining
Industry Consultants Inc., Andrew F. Ross, M.Sc., P.Geo. at Snowden Mining Industry
Consultants Inc., Michael G. Hester, FAusIMM, B.Sc., M.S., at Independent Mining Consultants,
Inc., Daniel W. Kappes, P.Eng., B.Sc., M.Sc., President of Kappes Cassiday & Associates, and
John F. Lupo, Ph.D., P.E., formerly at URS Australia Pty Ltd., prepared a report in accordance
with NI 43-101 for Goldcorp entitled Technical Report NI 43-101F1 Los Filos Project, Mexico
dated March 31, 2006.
 3.
    
    Peñasquito Project  Robert H. Bryson, MMSA, Vice President, Engineering of Goldcorp, Fred H.
Brown, CPG, Independent Geological Consultant, Reynaldo Rivera, MAusIMM, Vice President,
Exploration of Luismin, and Steven Ristorcelli, P.Geo., Mine Development Associates, Inc.,
prepared a report in accordance with NI 43-101 for Goldcorp entitled Amended Peñasquito
Project Technical Report Concepción del Oro District, Zacatecas State, México dated December
31, 2007, as amended February 19, 2008.
 - 101 -




---



##### 



4.
    
    Alumbrera Mine  Harry Burgess, P.Eng., B. Terrence Hennessey, P.Geo. and David T. Wells,
C.Eng., all at Micon International Limited, prepared a report in accordance with NI 43-101 for
Wheaton River Minerals Ltd. entitled Technical Report on Mining and Processing Assets of Peak
Gold Mines, in New South Wales, Australia and Minera Alumbrera Ltd., in Argentina dated
January 2003.
 5.
    
    Marlin Mine  James S. Voorhees, P.Eng., formerly of Glamis Gold Ltd., prepared a report in
accordance with NI 43-101 for Glamis Gold Ltd. entitled Marlin Project Technical Report
dated November 11, 2003.
 www.sedar.com
 The technical disclosure in this annual information form with respect to the Pueblo Viejo
Project has not been supported by a technical report prepared in accordance with NI 43-101. The
technical report is being prepared by qualified persons under NI 43-101 and it will be available
for review on the SEDAR website located at www.sedar.com under the Corporations profile on or
before May 15, 2008. Readers are advised to refer to that technical report when it is filed.
    AUDIT COMMITTEE
   Audit Committees
  - 102 -




---



##### 



Relevant Education and Experience
  Beverley A. Briscoe 
 Lawrence I. Bell 
 A. Dan Rovig 
 Kenneth F. Williamson 
 Pre-Approval Policies and Procedures
  - 103 -




---



##### 



External Auditor Service Fees
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  ADDITIONAL INFORMATION
 www.sedar.com www.sec.gov www.goldcorp.com www.sedar.com
 - 104 -




---



##### 



SCHEDULE A
GOLDCORP INC.
AUDIT COMMITTEE CHARTER
 I.
    
    PURPOSEThe Audit 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; andG.
    
    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.B.
    
    The Audit Committee shall be comprised of at least three directors, all of whom
are independent as such term is defined in the Board Guidelines.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), directly or indirectly, any consulting, advisory, or
other compensation from the 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 DUTIESTo fulfill its responsibilities and duties the Audit Committee shall:
 A.
    
    Create an agenda for the ensuing year.B.
    
    Review and update this Charter 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
 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
 - A2 -




---



##### 



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 CEO
quarterly.vi)
    
    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:
 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; andc)
    
    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.
 - A3 -




---



##### 



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;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; andi)
    
    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.
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F.
    
    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.
 G.
    
    Process Improvement
 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
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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.
 H.
    
    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.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.
 I.
    
    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.
 J.
    
    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.
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IV.
    
    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.
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