ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2009
 March 19, 2010
 Suite 3400, 666 Burrard Street
Vancouver, BC V6C 2X8




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##### 



GOLDCORP INC.
ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2009
 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
    
    
    12Technical Information
    
    
    13Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates
    
    
    16Mineral Properties
    
    
    21CANADA AND THE UNITED STATES
    
    
    21RED LAKE GOLD MINES, CANADA
    
    
    21MEXICO
    
    
    30LOS FILOS MINE, MEXICO
    
    
    31PEÑASQUITO PROJECT, MEXICO
    
    
    39CENTRAL AND SOUTH AMERICA
    
    
    48ALUMBRERA MINE, ARGENTINA
    
    
    48EL MORRO PROJECT, CHILE
    
    
    59MARLIN MINE, GUATEMALA
    
    
    72PUEBLO VIEJO PROJECT, DOMINICAN REPUBLIC
    
    
    77RISK FACTORS
    
    
    92DIVIDENDS
    
    
    106DESCRIPTION OF CAPITAL STRUCTURE
    
    
    106TRADING PRICE AND VOLUME
    
    
    107DIRECTORS AND OFFICERS
    
    
    108LEGAL PROCEEDINGS AND REGULATORY ACTIONS
    
    
    115INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    116TRANSFER AGENT AND REGISTRAR
    
    
    116MATERIAL CONTRACTS
    
    
    116INTERESTS OF EXPERTS
    
    
    117AUDIT COMMITTEE
    
    
    118ADDITIONAL INFORMATION
    
    
    120SCHEDULE A GOLDCORP INC. AUDIT COMMITTEE CHARTER
    
    
    A-1




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##### 



INTRODUCTORY NOTES
 Cautionary Note Regarding Forward-Looking Statements
  Currency Presentation and Exchange Rate Information
   -1-




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##### 



Year ended December 312009
    
    2008
    
    2007High
    
    
    C$1.3000
    
    
    
    C$1.3008
    
    
    
    C$1.1853Low
    
    
    1.0292
    
    
    
    0.9711
    
    
    
    0.9170Average (1)
    
    
    1.1420
    
    
    
    1.0660
    
    
    
    1.0748Closing
    
    
    1.0466
    
    
    
    1.2180
    
    
    
    0.9913
 
 (1)
    
    Calculated as an average of the daily noon rates for each period.  Gold, Silver, Copper, Lead and Zinc Prices
 Gold Prices
  Year ended December 312009
    
    2008
    
    2007High
    
    $
    1,212.50
    
    
    $
    1,011.25
    
    
    $
    841.10Low
    
    
    810.00
    
    
    
    712.50
    
    
    
    608.40Average
    
    
    972.35
    
    
    
    871.96
    
    
    
    695.39Closing
    
    
    1,087.50
    
    
    
    869.75
    
    
    
    833.75
  Silver Prices
  Year ended December 312009
    
    2008
    
    2007High
    
    $
    19.18
    
    
    $
    20.92
    
    
    $
    15.82Low
    
    
    10.51
    
    
    
    8.88
    
    
    
    11.67Average
    
    
    14.67
    
    
    
    14.99
    
    
    
    13.38Closing
    
    
    16.99
    
    
    
    10.79
    
    
    
    14.76
  Copper Prices
  -2-




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##### 



Year ended December 312009
    
    2008
    
    2007High
    
    $
    3.332
    
    
    $
    4.076
    
    
    $
    3.765Low
    
    
    1.384
    
    
    
    1.256
    
    
    
    2.370Average
    
    
    2.342
    
    
    
    3.153
    
    
    
    3.233Closing
    
    
    3.332
    
    
    
    1.316
    
    
    
    3.028
  Lead Prices
  Year ended December 312009
    
    2008
    
    2007High
    
    $
    1.110
    
    
    $
    1.553
    
    
    $
    1.809Low
    
    
    0.450
    
    
    
    0.383
    
    
    
    0.716Average
    
    
    0.786
    
    
    
    0.947
    
    
    
    1.177Closing
    
    
    1.086
    
    
    
    0.459
    
    
    
    1.167
  Zinc Prices
  Year ended December 312009
    
    2008
    
    2007High
    
    $
    1.166
    
    
    $
    1.275
    
    
    $
    1.906Low
    
    
    0.481
    
    
    
    0.475
    
    
    
    1.007Average
    
    
    0.753
    
    
    
    0.853
    
    
    
    1.478Closing
    
    
    1.166
    
    
    
    0.535
    
    
    
    1.094
  -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. All of these subsidiaries are
wholly-owned, directly or indirectly, by Goldcorp.(2)
    
    This subsidiary is wholly-owned, directly or indirectly, by Goldcorp.(3)
    
    Goldcorp directly or indirectly owns 37.5% of the Alumbrera Mine. -5-




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GENERAL DEVELOPMENT OF THE BUSINESS
  Canada and the United States
 
    
    a 100% interest in the Red Lake gold mines (the Red Lake Gold Mines) in
Canada, a 72% interest held by Goldcorp and a 28% interest held by Goldcorp Canada
Ltd., a wholly-owned subsidiary of the Corporation (Goldcorp Canada) (the Red Lake
Gold Mines are considered to be a material mineral project to Goldcorp), including a
100% interest in the Bruce Channel deposit (the Cochenour Deposit) in Canada;
    
    a 100% interest in the Porcupine gold mine (the Porcupine Mine) in Canada, a
49% interest held by Goldcorp and a 51% interest held by Goldcorp Canada;
    
    a 100% interest in the Musselwhite gold mine (the Musselwhite Mine) in
Canada, a 32% interest held by Goldcorp and a 68% interest held by Goldcorp Canada;
    
    a 662/3% interest in the Marigold gold mine (the Marigold Mine) in the United States;
    
    a 100% interest in the Wharf gold mine (the Wharf Mine) in the United States;
    
    a 100% interest in the Éléonore gold project (the Éléonore Project) in Canada; and
    
    a 40% interest in the Dee/South Arturo gold exploration project (the Dee/South
Arturo Project) in the United States.
 Mexico
 
    
    a 100% interest in the Los Filos gold-silver mine (the Los Filos Mine) in
Mexico (the Los Filos Mine is considered to be a material mineral project to Goldcorp),
including a 100% interest in the Nukay gold mine (the Nukay Mine) in Mexico;
    
    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; and
    
    a 100% interest in the Peñasquito gold-silver-lead-zinc project (the
Peñasquito Project) in Mexico (the Peñasquito Project is considered to be a material
mineral project to Goldcorp), including a 100% interest in the Noche Buena gold-silver
project (the Noche Buena Project) in Mexico and a 100% interest in the Camino Rojo
gold-silver project (the Camino Rojo Project) in Mexico.
 Central and South America
 
    
    a 371/2% 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);
    
    a 70% interest in the El Morro copper-gold project (the El Morro Project) in
Chile (the El Morro Project 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
(in reclamation);
    
    a 40% interest in the Pueblo Viejo gold-silver-copper development stage project
(the Pueblo Viejo Project) in the Dominican Republic (the Pueblo Viejo Project is
considered to be a material mineral project to Goldcorp);
    
    a 100% interest in the Cerro Blanco gold-silver project (the Cerro Blanco
Project) in Guatemala; and
    
    a 100% interest in the Escobal gold-silver project (the Escobal Project) in Guatemala.
  
 -7-




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Terrane Metals
  Sale of Interest in El Limon
  Acquisition of 70% Interest in El Morro Project
  Acquisition of Canplats
  Sale of New Gold Shares
  Convertible Senior Note Offering
  Gold Eagle Acquisition
  -8-




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Sale of Remaining 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
  Sale of San Martin Mine, Mexico
  -9-




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DESCRIPTION OF THE BUSINESS
  
 Principal Products
  
 Competitive Conditions
  
 Operations
 Raw Materials
  Environmental Protection Requirements
  -10-




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Employees
  Location
    
    Full-Time Salaried
    
    Hourly (Non-Union)
    
    Hourly (Union)
    
    ContractorsVancouver Office
    
    
    73
    
    
    
    4
    
    
    
    0
    
    
    
    0Toronto Office
    
    
    16
    
    
    
    0
    
    
    
    0
    
    
    
    0Reno Office
    
    
    19
    
    
    
    0
    
    
    
    0
    
    
    
    0Mexico Offices (1)
    
    
    117
    
    
    
    0
    
    
    
    0
    
    
    
    0Red Lake Gold Mines
    
    
    220
    
    
    
    660
    
    
    
    0
    
    
    
    300Porcupine Mine
    
    
    189
    
    
    
    209
    
    
    
    217
    
    
    
    235Musselwhite Mine
    
    
    450
    
    
    
    0
    
    
    
    0
    
    
    
    266Marigold Mine
    
    
    37
    
    
    
    223
    
    
    
    0
    
    
    
    61Wharf Mine
    
    
    28
    
    
    
    115
    
    
    
    0
    
    
    
    3Éléonore Project
    
    
    19
    
    
    
    5
    
    
    
    0
    
    
    
    74Los Filos Mine
    
    
    158
    
    
    
    0
    
    
    
    513
    
    
    
    923El Sauzal Mine
    
    
    101
    
    
    
    217
    
    
    
    0
    
    
    
    114San Dimas Mines
    
    
    106
    
    
    
    0
    
    
    
    477
    
    
    
    501Nukay Mine
    
    
    30
    
    
    
    0
    
    
    
    141
    
    
    
    250Peñasquito Project
    
    
    236
    
    
    
    871
    
    
    
    0
    
    
    
    1,855Marlin Mine
    
    
    1,193
    
    
    
    0
    
    
    
    0
    
    
    
    709San Martin Mine
    
    
    34
    
    
    
    0
    
    
    
    0
    
    
    
    80Escobal and Cerro Blanco Project
    
    
    129
    
    
    
    0
    
    
    
    0
    
    
    
    1503,155
    
    
    
    2,304
    
    
    
    1,348
    
    
    
    5,521
 
 (1)
    
    This represents the Corporations regional offices in Mexico. 1 2
 Foreign Operations Risks
 2 3 1 2
 -11-




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Environmental Policy
   
    
    Design, construct, operate and close the Corporations facilities to comply with
applicable local regulations and laws and to meet international guidelines.
    
    Promote employee commitment and accountability to the environmental policy and enhance
employees capabilities in the implementation through the use of integrated management
systems.
    
    Promote the development and implementation of effective systems to minimize risks to
health, safety and the environment.
    
    Be proactive in community development programs so the communities are not reliant on
the mines for their future.
    
    Communicate openly with employees, local stakeholders and governments on the
Corporations plans, programs and performance.
    
    Work cooperatively with government agencies, local communities, educational
institutions and suppliers to achieve safe handling, use and disposal of all of the
Corporations materials, resources and products.
    
    Use the best technologies to continuously improve the safe, efficient use of resources,
processes and materials.
 Safety Commitment
   
 -12-




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Technical Information
 CIM Standards Definitions
 Standards of Disclosure for Mineral
Projects
 Mineral Resource 
 Inferred Mineral Resource 
 Indicated Mineral Resource 
  Measured Mineral Resource 
  Mineral Reserve 
  Probable Mineral Reserve 
  Proven Mineral Reserve 
 -13-




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JORC Code Definitions
  Mineral Resource 
 Inferred Mineral Resource 
 Indicated Mineral Resource 
  Measured Mineral Resource 
  Ore Reserve 
  Probable Ore Reserve 
  Proved Ore Reserve 
 -14-




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-15-




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##### 



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)(9)
 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
    
    
    1.34
    
    
    
    26.94
    
    
    
    
    
    
    
    
    
    
    
    1.16
    
    
    
    
    
    
    
    Probable
    
    
    7.10
    
    
    
    9.87
    
    
    
    
    
    
    
    
    
    
    
    2.25
    
    
    
    
    
    
    
    Proven + Probable
    
    
    8.44
    
    
    
    12.58
    
    
    
    
    
    
    
    
    
    
    
    3.42
    
    
    
    
    
    
    
    Porcupine Mine
    
    Proven
    
    
    30.75
    
    
    
    1.42
    
    
    
    
    
    
    
    
    
    
    
    1.41
    
    
    
    
    
    
    
    Probable
    
    
    26.88
    
    
    
    1.60
    
    
    
    
    
    
    
    
    
    
    
    1.38
    
    
    
    
    
    
    
    Proven + Probable
    
    
    57.63
    
    
    
    1.50
    
    
    
    
    
    
    
    
    
    
    
    2.79
    
    
    
    
    
    
    
    Musselwhite Mine
    
    Proven
    
    
    6.07
    
    
    
    6.44
    
    
    
    
    
    
    
    
    
    
    
    1.26
    
    
    
    
    
    
    
    Probable
    
    
    4.35
    
    
    
    6.09
    
    
    
    
    
    
    
    
    
    
    
    0.85
    
    
    
    
    
    
    
    Proven + Probable
    
    
    10.42
    
    
    
    6.29
    
    
    
    
    
    
    
    
    
    
    
    2.11
    
    
    
    
    
    
    
    Marigold Mine
    
    Proven
    
    
    28.12
    
    
    
    0.62
    
    
    
    
    
    
    
    
    
    
    
    0.56
    
    
    
    
    
    
    
    (Goldcorps 66 2/3%
    
    Probable
    
    
    62.59
    
    
    
    0.52
    
    
    
    
    
    
    
    
    
    
    
    1.05
    
    
    
    
    
    
    
    interest)
    
    Proven + Probable
    
    
    90.72
    
    
    
    0.55
    
    
    
    
    
    
    
    
    
    
    
    1.61
    
    
    
    
    
    
    
    Wharf Mine
    
    Proven
    
    
    7.89
    
    
    
    0.69
    
    
    
    3.6
    
    
    
    
    
    
    
    0.17
    
    
    
    0.92
    
    
    
    Probable
    
    
    0.88
    
    
    
    0.71
    
    
    
    3.6
    
    
    
    
    
    
    
    0.02
    
    
    
    0.10
    
    
    
    Proven + Probable
    
    
    8.78
    
    
    
    0.69
    
    
    
    3.6
    
    
    
    
    
    
    
    0.19
    
    
    
    1.02
    
    
    
    Dee/South Arturo Project
    
    Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Goldcorps 40%
    
    Probable
    
    
    14.31
    
    
    
    1.86
    
    
    
    9.0
    
    
    
    
    
    
    
    0.86
    
    
    
    4.12
    
    
    
    interest)
    
    Proven + Probable
    
    
    14.31
    
    
    
    1.86
    
    
    
    9.0
    
    
    
    
    
    
    
    0.86
    
    
    
    4.12
    
    
    
    Los Filos Mine (3) (4)
    
    Proven
    
    
    50.16
    
    
    
    0.99
    
    
    
    6.4
    
    
    
    
    
    
    
    1.60
    
    
    
    10.03
    
    
    
    Probable
    
    
    172.12
    
    
    
    0.74
    
    
    
    5.6
    
    
    
    
    
    
    
    4.08
    
    
    
    26.64
    
    
    
    Proven + Probable
    
    
    222.28
    
    
    
    0.79
    
    
    
    5.8
    
    
    
    
    
    
    
    5.67
    
    
    
    36.67
    
    
    
    El Sauzal Mine
    
    Proven
    
    
    3.04
    
    
    
    1.58
    
    
    
    
    
    
    
    
    
    
    
    0.15
    
    
    
    
    
    
    
    Probable
    
    
    2.77
    
    
    
    1.97
    
    
    
    
    
    
    
    
    
    
    
    0.18
    
    
    
    
    
    
    
    Proven + Probable
    
    
    5.81
    
    
    
    1.77
    
    
    
    
    
    
    
    
    
    
    
    0.33
    
    
    
    
    
    
    
    San Dimas Mines
    
    Proven
    
    
    2.01
    
    
    
    5.68
    
    
    
    371.0
    
    
    
    
    
    
    
    0.37
    
    
    
    24.02
    
    
    
    Probable
    
    
    3.58
    
    
    
    4.30
    
    
    
    320.8
    
    
    
    
    
    
    
    0.49
    
    
    
    36.88
    
    
    
    Proven + Probable
    
    
    5.59
    
    
    
    4.80
    
    
    
    338.9
    
    
    
    
    
    
    
    0.86
    
    
    
    60.90
    
    
    
    Peñasquito Project (5)
    
    Proven
    
    
    580.58
    
    
    
    0.62
    
    
    
    33.1
    
    
    
    
    
    
    
    11.49
    
    
    
    618.02
    
    
    
    Mill
    
    Probable
    
    
    564.19
    
    
    
    0.33
    
    
    
    23.0
    
    
    
    
    
    
    
    5.93
    
    
    
    417.58
    
    
    
    Proven + Probable
    
    
    1,144.76
    
    
    
    0.47
    
    
    
    28.1
    
    
    
    
    
    
    
    17.42
    
    
    
    1,035.60
    
    
    
    Peñasquito Project (5)
    
    Proven
    
    
    72.50
    
    
    
    0.17
    
    
    
    14.80
    
    
    
    
    
    
    
    0.40
    
    
    
    34.50
    
    
    
    Heap Leach
    
    Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proven + Probable
    
    
    72.50
    
    
    
    0.17
    
    
    
    14.80
    
    
    
    
    
    
    
    0.40
    
    
    
    34.50
    
    
    
    Alumbrera Mine (6)
    
    Proved
    
    
    116.25
    
    
    
    0.40
    
    
    
    
    
    
    
    0.39
    
    
    
    1.50
    
    
    
    
    
    
    
    1,000(Goldcorps 371/2%
    
    Probable
    
    
    3.75
    
    
    
    0.29
    
    
    
    
    
    
    
    0.32
    
    
    
    0.03
    
    
    
    
    
    
    
    26interest)
    
    Proved + Probable
    
    
    120.00
    
    
    
    0.39
    
    
    
    
    
    
    
    0.39
    
    
    
    1.53
    
    
    
    
    
    
    
    1,026Marlin Mine (7)
    
    Proven
    
    
    3.46
    
    
    
    5.78
    
    
    
    163.70
    
    
    
    
    
    
    
    0.64
    
    
    
    18.22
    
    
    
    Probable
    
    
    9.99
    
    
    
    4.44
    
    
    
    162.7
    
    
    
    
    
    
    
    1.43
    
    
    
    52.27
    
    
    
    Proven + Probable
    
    
    13.45
    
    
    
    4.78
    
    
    
    163.00
    
    
    
    
    
    
    
    2.07
    
    
    
    70.49
    
    
    
    Pueblo Viejo Project (8)
    
    Proven
    
    
    5.14
    
    
    
    3.33
    
    
    
    21.6
    
    
    
    0.11
    
    
    
    0.55
    
    
    
    3.57
    
    
    
    13(Goldcorps 40%
    
    Probable
    
    
    95.64
    
    
    
    2.91
    
    
    
    17.3
    
    
    
    0.09
    
    
    
    8.95
    
    
    
    53.14
    
    
    
    189interest)
    
    Proven + Probable
    
    
    100.78
    
    
    
    2.93
    
    
    
    17.5
    
    
    
    0.09
    
    
    
    9.50
    
    
    
    56.71
    
    
    
    202Total
    
    Proved/Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.25
    
    
    
    709.3
    
    
    
    1,012Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27.50
    
    
    
    590.7
    
    
    
    216Proved/Proven +Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48.75
    
    
    
    1,300.0
    
    
    
    1,228
 -16-




---



##### 



(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, 2009.(2)
    
    The Mineral Reserves for the Red Lake Gold Mines 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. 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 grade and contained metal for silver is based on 48.45 million tonnes proven, 147.36
million tonnes probable, and 195.81 million tonnes proven and probable.(4)
    
    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, S.A. de C.V.,
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.(5)
    
    The Mineral Reserves for the Peñasquito Project set out in the table above have been
estimated by Robert H. Bryson, MMSA, 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.(6)
    
    The Ore Reserves for the Alumbrera Mine set out in the table above have been estimated by
Julio Bruna Novillo, AusIMM, Minera Alumbrera Ltd., 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.(7)
    
    The Mineral Reserves for the Marlin Mine set out in the table above have been estimated by
Andrew S. Tripp, P.Eng., Marlin Mine, 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.(8)
    
    The Mineral Reserves for the Pueblo Viejo Project set out in the table above have been
reviewed and confirmed by Herbert A. Smith, P.Eng., Principal Mining Engineer, AMC Mining
Consultants (Canada) Ltd., 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  Pueblo Viejo Project,
Dominican Republic  Mineral Reserve and Mineral Resource Estimates for further details.(9)
    
    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
    
    
    580.58
    
    
    
    0.35
    
    
    
    0.75
    
    
    
    4,450
    
    
    
    9,649Probable
    
    
    564.19
    
    
    
    0.22
    
    
    
    0.50
    
    
    
    2,761
    
    
    
    6,281Proven + Probable
    
    
    1,144.76
    
    
    
    0.29
    
    
    
    0.63
    
    
    
    7,211
    
    
    
    15,930
 
 (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, 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. -17-




---



##### 



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.
  Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources (1)(9)(10)  (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
    
    
    0.84
    
    
    
    24.83
    
    
    
    
    
    
    
    
    
    
    
    0.67
    
    
    
    
    
    
    
    Indicated
    
    
    3.17
    
    
    
    13.57
    
    
    
    
    
    
    
    
    
    
    
    1.38
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    4.01
    
    
    
    15.94
    
    
    
    
    
    
    
    
    
    
    
    2.06
    
    
    
    
    
    
    
    Inferred
    
    
    3.46
    
    
    
    19.39
    
    
    
    
    
    
    
    
    
    
    
    2.16
    
    
    
    
    
    
    
    Porcupine Mine
    
    Measured
    
    
    33.15
    
    
    
    1.44
    
    
    
    
    
    
    
    
    
    
    
    1.54
    
    
    
    
    
    
    
    Indicated
    
    
    84.72
    
    
    
    1.30
    
    
    
    
    
    
    
    
    
    
    
    3.53
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    117.87
    
    
    
    1.34
    
    
    
    
    
    
    
    
    
    
    
    5.07
    
    
    
    
    
    
    
    Inferred
    
    
    7.14
    
    
    
    3.66
    
    
    
    
    
    
    
    
    
    
    
    0.84
    
    
    
    
    
    
    
    Musselwhite Mine
    
    Measured
    
    
    0.17
    
    
    
    3.84
    
    
    
    
    
    
    
    
    
    
    
    0.02
    
    
    
    
    
    
    
    Indicated
    
    
    1.37
    
    
    
    5.65
    
    
    
    
    
    
    
    
    
    
    
    0.25
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    1.54
    
    
    
    5.45
    
    
    
    
    
    
    
    
    
    
    
    0.27
    
    
    
    
    
    
    
    Inferred
    
    
    3.92
    
    
    
    5.92
    
    
    
    
    
    
    
    
    
    
    
    0.75
    
    
    
    
    
    
    
    Marigold Mine
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Goldcorps 66 2/3%
    
    Indicated
    
    
    25.52
    
    
    
    0.53
    
    
    
    
    
    
    
    
    
    
    
    0.44
    
    
    
    
    
    
    
    interest)
    
    Measured + Indicated
    
    
    25.52
    
    
    
    0.53
    
    
    
    
    
    
    
    
    
    
    
    0.44
    
    
    
    
    
    
    
    Inferred
    
    
    45.45
    
    
    
    0.53
    
    
    
    
    
    
    
    
    
    
    
    0.78
    
    
    
    
    
    
    
    Wharf Mine
    
    Measured
    
    
    6.71
    
    
    
    0.90
    
    
    
    6.0
    
    
    
    
    
    
    
    0.19
    
    
    
    1.31
    
    
    
    Indicated
    
    
    3.11
    
    
    
    0.95
    
    
    
    6.4
    
    
    
    
    
    
    
    0.09
    
    
    
    0.64
    
    
    
    Measured + Indicated
    
    
    9.82
    
    
    
    0.91
    
    
    
    6.2
    
    
    
    
    
    
    
    0.29
    
    
    
    1.94
    
    
    
    Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Éléonore Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    8.22
    
    
    
    11.92
    
    
    
    
    
    
    
    
    
    
    
    3.15
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    8.22
    
    
    
    11.92
    
    
    
    
    
    
    
    
    
    
    
    3.15
    
    
    
    
    
    
    
    Inferred
    
    
    15.03
    
    
    
    12.93
    
    
    
    
    
    
    
    
    
    
    
    6.25
    
    
    
    
    
    
    
    Dee/South Arturo Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Goldcorps 40%
    
    Indicated
    
    
    2.04
    
    
    
    1.64
    
    
    
    7.1
    
    
    
    
    
    
    
    0.11
    
    
    
    0.46
    
    
    
    interest)
    
    Measured + Indicated
    
    
    2.04
    
    
    
    1.64
    
    
    
    7.1
    
    
    
    
    
    
    
    0.11
    
    
    
    0.46
    
    
    
    Inferred
    
    
    0.94
    
    
    
    0.67
    
    
    
    3.8
    
    
    
    
    
    
    
    0.02
    
    
    
    0.11
    
    
    
    Los Filos Mine (3)(4)
    
    Measured
    
    
    2.59
    
    
    
    1.03
    
    
    
    6.6
    
    
    
    
    
    
    
    0.09
    
    
    
    0.44
    
    
    
    Indicated
    
    
    43.26
    
    
    
    0.95
    
    
    
    5.8
    
    
    
    
    
    
    
    1.32
    
    
    
    5.34
    
    
    
    Measured + Indicated
    
    
    45.85
    
    
    
    0.95
    
    
    
    5.9
    
    
    
    
    
    
    
    1.40
    
    
    
    5.78
    
    
    
    Inferred
    
    
    151.25
    
    
    
    0.87
    
    
    
    6.1
    
    
    
    
    
    
    
    4.23
    
    
    
    15.47
    
    
    
    
 -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)El Sauzal Mine
    
    Measured
    
    
    1.01
    
    
    
    1.01
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    Indicated
    
    
    2.45
    
    
    
    1.35
    
    
    
    
    
    
    
    
    
    
    
    0.11
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    3.46
    
    
    
    1.25
    
    
    
    
    
    
    
    
    
    
    
    0.14
    
    
    
    
    
    
    
    Inferred
    
    
    0.03
    
    
    
    1.26
    
    
    
    
    
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    San Dimas Mines
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Inferred
    
    
    15.17
    
    
    
    3.31
    
    
    
    317.1
    
    
    
    
    
    
    
    1.61
    
    
    
    154.63
    
    
    
    Peñasquito Project (5)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mill
    
    Indicated
    
    
    471.52
    
    
    
    0.29
    
    
    
    25.7
    
    
    
    
    
    
    
    4.42
    
    
    
    388.87
    
    
    
    Measured + Indicated
    
    
    471.52
    
    
    
    0.29
    
    
    
    25.7
    
    
    
    
    
    
    
    4.42
    
    
    
    388.87
    
    
    
    Inferred
    
    
    146.98
    
    
    
    0.25
    
    
    
    17.3
    
    
    
    
    
    
    
    1.19
    
    
    
    81.60
    
    
    
    Peñasquito Project (5)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Heap Leach
    
    Indicated
    
    
    7.75
    
    
    
    0.13
    
    
    
    8.6
    
    
    
    
    
    
    
    0.03
    
    
    
    2.14
    
    
    
    Measured + Indicated
    
    
    7.75
    
    
    
    0.13
    
    
    
    8.6
    
    
    
    
    
    
    
    0.03
    
    
    
    2.14
    
    
    
    Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Alumbrera Mine (6)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Goldcorps 371/2%
    
    Indicated
    
    
    2.25
    
    
    
    0.24
    
    
    
    
    
    
    
    0.29
    
    
    
    0.02
    
    
    
    
    
    
    
    14interest)
    
    Measured + Indicated
    
    
    2.25
    
    
    
    0.24
    
    
    
    
    
    
    
    0.29
    
    
    
    0.02
    
    
    
    
    
    
    
    14Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Marlin Mine (7)
    
    Measured
    
    
    0.33
    
    
    
    1.32
    
    
    
    89.3
    
    
    
    
    
    
    
    0.01
    
    
    
    0.94
    
    
    
    Indicated
    
    
    1.41
    
    
    
    1.21
    
    
    
    38.0
    
    
    
    
    
    
    
    0.05
    
    
    
    1.72
    
    
    
    Measured + Indicated
    
    
    1.73
    
    
    
    1.23
    
    
    
    47.6
    
    
    
    
    
    
    
    0.07
    
    
    
    2.65
    
    
    
    Inferred
    
    
    2.06
    
    
    
    3.19
    
    
    
    153.9
    
    
    
    
    
    
    
    0.21
    
    
    
    10.17
    
    
    
    Pueblo Viejo Project (8)
    
    Measured
    
    
    1.28
    
    
    
    2.00
    
    
    
    30.8
    
    
    
    0.10
    
    
    
    0.08
    
    
    
    1.27
    
    
    
    3(Goldcorps 40%
    
    Indicated
    
    
    41.56
    
    
    
    2.08
    
    
    
    10.9
    
    
    
    0.07
    
    
    
    2.78
    
    
    
    14.53
    
    
    
    67interest)
    
    Measured + Indicated
    
    
    42.84
    
    
    
    2.07
    
    
    
    11.5
    
    
    
    0.07
    
    
    
    2.86
    
    
    
    15.79
    
    
    
    70Inferred
    
    
    7.05
    
    
    
    1.93
    
    
    
    17.6
    
    
    
    0.04
    
    
    
    0.44
    
    
    
    3.99
    
    
    
    6Cerro Blanco Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    2.52
    
    
    
    15.64
    
    
    
    72.0
    
    
    
    
    
    
    
    1.27
    
    
    
    5.83
    
    
    
    Measured + Indicated
    
    
    2.52
    
    
    
    15.64
    
    
    
    72.0
    
    
    
    
    
    
    
    1.27
    
    
    
    5.83
    
    
    
    Inferred
    
    
    1.35
    
    
    
    15.31
    
    
    
    59.6
    
    
    
    
    
    
    
    0.67
    
    
    
    2.59
    
    
    
    Escobal Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    6.97
    
    
    
    0.63
    
    
    
    580.3
    
    
    
    
    
    
    
    0.14
    
    
    
    130.07
    
    
    
    Measured + Indicated
    
    
    6.97
    
    
    
    0.63
    
    
    
    580.3
    
    
    
    
    
    
    
    0.14
    
    
    
    130.07
    
    
    
    Inferred
    
    
    13.15
    
    
    
    0.53
    
    
    
    443.4
    
    
    
    
    
    
    
    0.22
    
    
    
    187.47
    
    
    
    Noche Buena Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    45.51
    
    
    
    0.36
    
    
    
    12.6
    
    
    
    
    
    
    
    0.53
    
    
    
    18.44
    
    
    
    Measured + Indicated
    
    
    45.51
    
    
    
    0.36
    
    
    
    12.6
    
    
    
    
    
    
    
    0.53
    
    
    
    18.44
    
    
    
    Inferred
    
    
    19.29
    
    
    
    0.39
    
    
    
    3.2
    
    
    
    
    
    
    
    0.24
    
    
    
    1.98
    
    
    
    San Nicolas Project
    
    Measured
    
    
    0.66
    
    
    
    0.96
    
    
    
    46.5
    
    
    
    0.73
    
    
    
    0.02
    
    
    
    0.99
    
    
    
    11(Goldcorps 35% interest)
    
    Indicated
    
    
    27.33
    
    
    
    0.47
    
    
    
    28.6
    
    
    
    1.34
    
    
    
    0.41
    
    
    
    25.12
    
    
    
    809Measured + Indicated
    
    
    27.99
    
    
    
    0.48
    
    
    
    29.0
    
    
    
    1.33
    
    
    
    0.43
    
    
    
    26.10
    
    
    
    820Inferred
    
    
    2.46
    
    
    
    0.37
    
    
    
    23.8
    
    
    
    1.28
    
    
    
    0.03
    
    
    
    1.88
    
    
    
    69Total
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.66
    
    
    
    4.9
    
    
    
    14Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20.02
    
    
    
    593.1
    
    
    
    890Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22.68
    
    
    
    598.1
    
    
    
    904Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19.63
    
    
    
    459.9
    
    
    
    75
 
 (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, 2009.(2)
    
    The Mineral Resources for Red Lake Gold Mines set out in the table above have been estimated
by Chris Osiowy, 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. -19-




---



##### 



(3)
    
    The grade and contained metal for silver is based on 2.09 million tonnes measured, 28.55
million tonnes indicated, 30.64 million tonnes measured and indicated, and 78.45 million
tonnes inferred.(4)
    
    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, S.A. de C.V.,
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.(5)
    
    The Mineral Resources for the Peñasquito Project set out in the table above have been
estimated by Robert H. Bryson, MMSA, 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.(6)
    
    The Ore Resources for the Alumbrera Mine set out in the table above have been estimated by
Julio Bruna Novillo, AusIMM, Minera Alumbrera Ltd., who is a qualified person under NI 43-101
and a competent person under the JORC Code. The Ore Resources are classified as measured,
indicated and inferred, and are based on the JORC Standards. See Description of the Business
 Mineral Properties  Central and South America  Alumbrera Mine, Argentina  Ore Reserve and
Mineral Resource Estimates for further details.(7)
    
    The Mineral Resources for the Marlin Mine set out in the table above have been estimated by
Andrew S. Tripp, P.Eng., Marlin Mine, 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.(8)
    
    The Mineral Resources for the Pueblo Viejo Project set out in the table above have been
reviewed and confirmed by Patrick Stephenson, FAusIMM, AMC Mining Consultants (Canada) Ltd.,
who is a qualified person under NI 43-101. See Description of the Business  Mineral
Properties  Central and South America  Pueblo Viejo Project, Dominican Republic  Mineral
Reserve and Mineral Resource Estimates for further details.(9)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability. Inferred Mineral Resources have a great amount of
uncertainty as to their existence and as to whether they can be mined legally or economically.
It cannot be assured that all or part of the Inferred Mineral Resources will ever be upgraded
to a higher category.(10)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Lead and Zinc Mineral Resources (1)(3)  (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
    
    
    471.52
    
    
    
    0.26
    
    
    
    0.87
    
    
    
    2,738
    
    
    
    9,082Mill
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    471.52
    
    
    
    0.26
    
    
    
    0.87
    
    
    
    2,738
    
    
    
    9,082Inferred
    
    
    146.98
    
    
    
    0.24
    
    
    
    0.50
    
    
    
    790
    
    
    
    1,619San Nicolas Project
    
    Measured
    
    
    0.66
    
    
    
    
    
    
    
    3.60
    
    
    
    
    
    
    
    52Indicated
    
    
    27.33
    
    
    
    
    
    
    
    1.80
    
    
    
    
    
    
    
    1,085Measured + Indicated
    
    
    27.99
    
    
    
    
    
    
    
    1.84
    
    
    
    
    
    
    
    1,137Inferred
    
    
    2.46
    
    
    
    
    
    
    
    1.43
    
    
    
    
    
    
    
    78Total
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,738
    
    
    
    9,134Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,085Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,738
    
    
    
    10,219Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    790
    
    
    
    1,697
 
 (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 Robert H. Bryson, MMSA, 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)
    
    Numbers may not add up due to rounding. -20-




---



##### 



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-




---



##### 



History
  Red Lake Complex
     -22-




---



##### 



Campbell Complex
  th
   Geological Setting
 Regional Geology
     -23-




---



##### 



Metamorphism
  Local Geology
    Site Geology
   -24-




---



##### 



Exploration
      Mineralization
  -25-




---



##### 



Drilling
   Red Lake Complex
   Campbell Complex
    Sampling and Analysis
  -26-




---



##### 



Sample Preparation, Analyses and Security
        -27-




---



##### 



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
    
    
    1.34
    
    
    
    26.94
    
    
    
    1.16Probable
    
    
    7.10
    
    
    
    9.87
    
    
    
    2.25Proven + Probable
    
    
    8.44
    
    
    
    12.58
    
    
    
    3.42
 
 (1)
    
    The Mineral Reserves for Red Lake Gold Mines 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 $825 per ounce and an exchange rate of 1.1.(3)
    
    The estimated metallurgical recovery rate is 95% to 97%.(4)
    
    The average, diluted, cut-off grade for Mineral Reserves is 0.25 ounces per tonne (8.6 grams
per tonne), with a minimum cut-off grade of 0.12 ounces per tonne (4.1 grams per tonne)
depending on the zone and mining method. Resource models are diluted to minimum horizontal
widths of 7 to 10 feet (2.12 to 3.1 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
    
    
    0.84
    
    
    
    24.83
    
    
    
    0.67Indicated
    
    
    3.17
    
    
    
    13.57
    
    
    
    1.38Measured + Indicated
    
    
    4.01
    
    
    
    15.94
    
    
    
    2.06Inferred
    
    
    3.46
    
    
    
    19.39
    
    
    
    2.16
 
 (1)
    
    The Mineral Resources for Red Lake Gold Mines set out in the table above have been
estimated by Chris Osiowy, 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 $925 per ounce and an exchange rate of 1.1.(3)
    
    The average, diluted, cut-off grade for Mineral Resources is 0.22 ounces per tonne (7.5 grams
per tonne), with a minimum cut-off grade of 0.12 ounces per tonne (4.1 grams per tonne)
depending on the zone and mining method. 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. -28-




---



##### 



Mineral Processing and Metallurgical Testing
 Red Lake Complex
   Campbell Complex
   Mining Operations
    Environmental Considerations and Permitting
        -29-




---



##### 



Gold
Eagle Acquisition  Cochenour Deposit
     
 MEXICO
   -30-




---



##### 



LOS FILOS MINE, MEXICO
       www.sedar.com
 Property Description and Location
  -31-




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
        -32-




---



##### 



History
 Los Filos
      Bermejal
   Geological Setting
 Regional Geology
  -33-




---



##### 



Los Filos Deposit Geology
      -34-




---



##### 



Bermejal Deposit Geology
    Exploration
        -35-




---



##### 



Mineralization
  Drilling
             -36-




---



##### 



Sampling and Analysis
    Security of Samples
  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
    
    
    50.16
    
    
    
    0.99
    
    
    
    6.4
    
    
    
    1.60
    
    
    
    10.03Probable
    
    
    172.12
    
    
    
    0.74
    
    
    
    5.6
    
    
    
    4.08
    
    
    
    26.64Proven + Probable
    
    
    222.28
    
    
    
    0.79
    
    
    
    5.8
    
    
    
    5.67
    
    
    
    36.67
 -37-




---



##### 



(1)
    
    The Mineral Reserves for the Los Filos Mine set out in the table above have been estimated
under the supervision of Reynaldo Rivera, MAusIMM, Luismin S.A. de C.V., who is a qualified
person under NI 43-101.(2)
    
    The grade and contained metal for silver is based on 48.45 million tonnes proven, 147.36
million tonnes probable, and 195.81 million tonnes proven and probable.(3)
    
    For ROM material, cut-off grade for the Los Filos deposit was 0.19 grams per tonne and 0.17 g
rams per tonne for the Bermejal deposit. For heap leach material the cut-off grades are 0.23
grams per tonne for both deposits. Cut-off grades are defined by using $825 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)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(million)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (millions of
    
    (millions ofounces)
    
    ounces)Measured
    
    
    2.59
    
    
    
    1.03
    
    
    
    6.6
    
    
    
    0.09
    
    
    
    0.44Indicated
    
    
    43.26
    
    
    
    0.95
    
    
    
    5.8
    
    
    
    1.32
    
    
    
    5.34Measured + Indicated
    
    
    45.85
    
    
    
    0.95
    
    
    
    5.9
    
    
    
    1.40
    
    
    
    5.78Inferred
    
    
    151.25
    
    
    
    0.87
    
    
    
    6.1
    
    
    
    4.23
    
    
    
    15.47
 
 (1)
    
    The Mineral Resources for the Los Filos Mine set out in the table above have been estimated
by Reynaldo Rivera, MAusIMM, Luismin S.A. de C.V., who is a qualified person under NI 43-101.(2)
    
    The grade and contained metal for silver is based on 2.09 million tonnes measured, 28.55
million tonnes indicated, 30.64 million tonnes measured and indicated and 78.45 million tonnes
inferred.(3)
    
    For ROM material, cut-off grade for the Los Filos deposit was 0.17 grams per tonne and 0.15 g
rams per tonne for the Bermejal deposit. For heap leach material the cut-off grades are 0.20
grams per tonne and 0.16 grams per tonne for the Los Filos and Bermejal pits respectively.
Material defined is wholly contained within a pit optimization shell defined by using $925
per ounce of gold.(4)
    
    Cut-off grade for the 4P deposit was 0.22 grams of gold per tonne for heap leach and 0.18
grams per tonne for ROM material.(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-




---



##### 



Exploration and Development
  
 PEÑASQUITO PROJECT, MEXICO
  Pr. Sci. Nat., www.sedar.com
 Property Description and, Location
   -39-




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
 Accessibility and Infrastructure
     Water
    -40-




---



##### 



Surface Rights
   Climate
  Physiography
  History
 th
    -41-




---



##### 



Geological Setting
    Mineralization
      -42-




---



##### 



Exploration
     Drilling
   -43-




---



##### 



TOTAL DRILL HOLESCATEGORY
    
    Number
    
    MetresHoles in Database (1)
    
    
    969
    
    
    
    528,747Hochschild Holes Excluded for Resource Estimate
    
    
    14
    
    
    
    4,601PP (water wells) Series Excluded for Resource Estimate
    
    
    7
    
    
    
    2,064Holes Peripheral to the Area of Computer Model
    
    
    147
    
    
    
    57,527Holes Used for Resource Estimate including condemnation
    
    
    801
    
    
    
    464,555
 
 (1)
    
    15,135 metres are reverse circulation drilling; the balance are core. Sampling, Analysis, Security and Data Verification
    th th
  -44-




---



##### 



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
    
    (millionsper tonne)
    
    per tonne)
    
    
    
    
    
    
    
    
    
    of ounces)
    
    of ounces)
    
    of pounds)
    
    of pounds)Peñasquito Project
    
    Proven
    
    
    580.58
    
    
    
    0.62
    
    
    
    33.1
    
    
    
    0.35
    
    
    
    0.75
    
    
    
    11.49
    
    
    
    618.02
    
    
    
    4,450
    
    
    
    9,649Mill (3)
    
    Probable
    
    
    564.19
    
    
    
    0.33
    
    
    
    23.0
    
    
    
    0.22
    
    
    
    0.50
    
    
    
    5.93
    
    
    
    417.58
    
    
    
    2,761
    
    
    
    6,281Proven + Probable
    
    
    1,144.76
    
    
    
    0.47
    
    
    
    28.1
    
    
    
    0.29
    
    
    
    0.63
    
    
    
    17.42
    
    
    
    1,035.60
    
    
    
    7,211
    
    
    
    15,930Peñasquito Project
    
    Proven
    
    
    72.50
    
    
    
    0.17
    
    
    
    14.8
    
    
    
    
    
    
    
    
    
    
    
    0.40
    
    
    
    34.50
    
    
    
    
    
    
    
    Heap Leach (4)
    
    Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proven + Probable
    
    
    72.50
    
    
    
    0.17
    
    
    
    14.8
    
    
    
    
    
    
    
    
    
    
    
    0.40
    
    
    
    34.50
    
    
    
    
    
    
    
    
 
 (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, 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 $825 per ounce, a silver price of $13.00 per ounce, a lead price of
$0.60 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: $5.20 NSR for Peñasco-Azul sulphide feed and $5.68 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 $0.90 for Peñasco-Azul and $0.95 for Chile Colorado. -45-




---



##### 



(6)
    
    Proven and Probable Mineral Reserves are a subset of Measured and Indicated Mineral
Resources.(7)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)  (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 tonne)
    
    per tonne)
    
    
    
    
    
    
    
    
    
    of ounces)
    
    of ounces)
    
    of pounds)
    
    of pounds)Peñasquito Project
    
    Measured
    
    
    471.52
    
    
    
    
    
    
    
    
    
    
    
    0.26
    
    
    
    0.87
    
    
    
    
    
    
    
    
    
    
    
    2,738
    
    
    
    9,082Mill
    
    Indicated
    
    
    471.52
    
    
    
    0.29
    
    
    
    25.7
    
    
    
    
    
    
    
    
    
    
    
    4.42
    
    
    
    388.87
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    471.52
    
    
    
    0.29
    
    
    
    25.7
    
    
    
    0.26
    
    
    
    0.87
    
    
    
    4.42
    
    
    
    388.87
    
    
    
    2,738
    
    
    
    9,082Inferred
    
    
    146.98
    
    
    
    0.25
    
    
    
    17.3
    
    
    
    0.24
    
    
    
    0.50
    
    
    
    1.19
    
    
    
    81.60
    
    
    
    790
    
    
    
    1,619Peñasquito Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Heap Leach
    
    Indicated
    
    
    7.75
    
    
    
    0.13
    
    
    
    8.6
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    2.14
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    7.75
    
    
    
    0.13
    
    
    
    8.6
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    2.14
    
    
    
    
    
    
    
    Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The Mineral Resource estimates for the Peñasquito Project set out in the table above have
been prepared by Robert H. Bryson, MMSA, 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 $925 per ounce, a silver price of $15.00 per
ounce, a lead price of $0.70 per pound and a zinc price of $0.90 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.(5)
    
    The Proven and Probable Mineral Resources 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: $4.90 NSR for Peñasco-Azul sulphide feed and $5.30 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 $0.90 for Peñasco-Azul and $0.95 for Chile Colorado. Mining Operations
   Mineral Processing and Metallurgical Testing
   -46-




---



##### 



Mine Plan
     Markets and Contracts for Sale
   -47-




---



##### 



Environmental Permitting
  Taxes
   Noche Buena Project
   
 CENTRAL AND SOUTH AMERICA
  
 ALUMBRERA MINE, ARGENTINA
  -48-




---



##### 



www.sedar.com
 Property Description and Location
 1 2
 
    
    the open pit mine, processing facilities, camp accommodations 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;
    
    the filter plant and rail loading facilities at Cruz del Norte, Tucumán; and
    
    the port, handling facilities and train maintenance facilities at San Martìn
near Rosario, Santa Fé.
    1 2
 Royalties
  -49-




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
     History
 th th th
   -50-




---



##### 



1 2
 Geological Setting
 Regional Geology
   Deposit Geology
   -51-




---



##### 



Exploration
   Mineralization
    Drilling
  o o o
  -52-




---



##### 



Sampling and Analysis
     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.
  -53-




---



##### 



Security of Samples
  Ore Reserve and Mineral Resource Estimates
 1 2
 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
    
    
    116.25
    
    
    
    0.40
    
    
    
    0.39
    
    
    
    1.50
    
    
    
    1,000Probable
    
    
    3.75
    
    
    
    0.29
    
    
    
    0.32
    
    
    
    0.03
    
    
    
    26Proved + Probable
    
    
    120.00
    
    
    
    0.39
    
    
    
    0.39
    
    
    
    1.53
    
    
    
    1,026
 
 (1)
    
    The Ore Reserves for the Alumbrera Mine set out in the table above have been estimated by
Julio Bruna Novillo, AusIMM, Minera Alumbrera Ltd., 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 $919 per ounce and a copper price of $1.80 per pound.(3)
    
    The estimated metallurgical recovery rate is 71% for gold and 80% 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 0.22%, 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. 1 2
 Measured, Indicated and Inferred Gold and Copper Mineral Resources (1)(2)(3)(4)(5)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Copper
    
    Gold
    
    Copper(million)
    
    (grams per tonne)
    
    (%)
    
    (millions of
    
    (millions ofounces)
    
    pounds)Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    2.25
    
    
    
    0.24
    
    
    
    0.29
    
    
    
    0.02
    
    
    
    14Measured + Indicated
    
    
    2.25
    
    
    
    0.24
    
    
    
    0.29
    
    
    
    0.02
    
    
    
    14Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The Ore Resources for the Alumbrera Mine set out in the table above have been estimated by
Julio Bruna Novillo, AusIMM, Minera Alumbrera Ltd., who is a qualified person under NI 43-101
and a competent person under the JORC Code. The Mineral Resources are classified as measured,
indicated and inferred, and are based on the JORC Standards.(2)
    
    Based on a gold price of $700 per ounce and a copper price of $2.50 per pound.(3)
    
    The Mineral Resources are generated from pit optimisation using a payable copper equivalent
grade of 0.19% and the optimized pit that used a payable copper equivalent cut-off grade of
0.22%.(4)
    
    Mineral Resources are not known with the same degree of certainty as Ore Reserves and do not
have demonstrated economic viability.(5)
    
    Numbers may not add up due to rounding. Mineral Processing and Metallurgical Testing
  -54-




---



##### 



th
 
    
    original feasibility studies and process design laboratory and pilot scale
testing;
    
    post-commissioning laboratory and plant scale process optimization; and
    
    post-commissioning laboratory testing and simulation studies in support of
strategic planning and development.
   Mining Operations
     Milling Operations
   -55-




---



##### 



Markets and Contracts
   -56-




---



##### 



Environmental Considerations
  Permitting
    Compliance
   -57-




---



##### 



Reclamation and Closure
    Bond-Posting
  Capital Costs
  Taxes
  -58-




---



##### 



Production Estimates
  
 EL MORRO PROJECT, CHILE
 www.sedar.com
  Project Description and Location
 Area and Location
  Nature and Extent of Title
   -59-




---



##### 



Royalties
    Environmental Liabilities
  -60-




---



##### 



www.e-seia.cl
  Location of Mineralized Zones, Mineral Resources, Mineral Reserves, etc.
      Permits
   -61-




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
 Means of Access
  Proximity to a Population Centre and Nature of Transport
  Climate and Length of Operating Season
    Local Resources and Infrastructure
    -62-




---



##### 



Topography, Elevation and Vegetation
  History
 Prior Ownership
        -63-




---



##### 



Exploration Work
   -64-




---



##### 



Geological Setting
 Regional, Local and Property Geology
    Exploration
    -65-




---



##### 




    
    Geomechanical core logging and orientation of drill core using the Ballmark® core
orientation system (1250 structures) and acoustic televiewer (ATV) surveys (1697
structures).
 
    
    Hydrogeological instrumentation and testing including double-packer and triple-packer
testing, installation of nine vibrating wire piezometers, eight sealed PVC standpipe
piezometers and one open PVC standpipe piezometer, and response testing of the sealed
standpipe piezometers.
 
    
    Point Load Index testing of drill core, defining 2798 valid tests, to estimate
unconfined compressive strength of the different geotechnical units.
 
    
    Laboratory testing of core samples, including the following valid tests: 27 direct
shear, 34 uniaxial compressive strength, 32 triaxial compressive strength, and 19 Brazilian
Disc tensile tests.
 
    
    Discontinuity set mapping and characterization of surface outcrop (200 structures) and
underground exposures (2,423 structures) from the exploration bulk sample decline.
   Mineralization
   -66-




---



##### 



Drilling
         -67-




---



##### 



Sampling and Analysis
 Methods, Location, Nature, Spacing, Density
       Sample Quality
  -68-




---



##### 



Quality Control
   Data Verification
    Security
of Samples
    -69-




---



##### 



Mineral
Reserve and Mineral Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Copper
    
    Gold
    
    Copper(millions)
    
    (grams per tonne)
    
    (%)
    
    (millions of
    
    (millions ofounces)
    
    pounds)Proven
    
    
    146.0
    
    
    
    0.528
    
    
    
    0.659
    
    
    
    2.5
    
    
    
    2.1Probable
    
    
    169.3
    
    
    
    0.408
    
    
    
    0.504
    
    
    
    1.9
    
    
    
    2.2Proven and Probable
    
    
    315.1
    
    
    
    0.464
    
    
    
    0.576
    
    
    
    4.7
    
    
    
    4.0
 
 (1)
    
    The Mineral Reserves for the El Morro Project set out in the table above have been
estimated by Maryse Belanger, P.Geo., 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)
    
    Mineral Reserves are estimated using a gold price of $500 per ounce, a copper price of
$1.25 per pound, and an economic function that includes variable operating costs and
metallurgical recoveries.(3)
    
    Proven Mineral Reserves are reported using a 0.970% copper equivalent grade; Probable
Mineral Reserves are reported using a copper equivalent grade of 0.747% copper equivalent.(4)
    
    Mineral Reserves are reported using an economic function that includes variable
operating costs and variable metallurgical recoveries.(5)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)(7)(8)  (including Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Copper
    
    Gold
    
    Copper(millions)
    
    (grams per tonne)
    
    (%)
    
    (millions of
    
    (millions ofounces)
    
    pounds)Measured
    
    
    147.8
    
    
    
    0.54
    
    
    
    0.65
    
    
    
    2.6
    
    
    
    2.1Indicated
    
    
    243.0
    
    
    
    0.46
    
    
    
    0.49
    
    
    
    3.6
    
    
    
    2.6Measured + Indicated
    
    
    390.9
    
    
    
    0.49
    
    
    
    0.56
    
    
    
    6.2
    
    
    
    4.7Inferred
    
    
    43.6
    
    
    
    0.18
    
    
    
    0.34
    
    
    
    0.3
    
    
    
    0.4
 
 (1)
    
    The Mineral Resources for the El Morro Project set out in the table above have been
estimated by Maryse Belanger, P.Geo., Goldcorp, who is a qualified person under NI 43-101.
The Mineral Resources are classified as measured, indicated and inferred, and are based on
the CIM Standards.(2)
    
    Mineral Resources are inclusive of Mineral Reserves.(3)
    
    Mineral Resources that are not Mineral Reserves and do not have demonstrated economic
viability.(4)
    
    Mineral Resources are estimated using a gold price of $500 per ounce, and a copper
price of $1.25 per pound.(5)
    
    Tonnages include allowances for losses resulting from mining methods.(6)
    
    Ounces and pounds are estimates of metal contained in the Mineral Resource and do not
include allowances for processing losses.(7)
    
    LerchsGrossman pit shells were used to constrain the Mineral Resources to assess
reasonable prospects of eventual economic extraction.(8)
    
    Numbers may not add up due to rounding. Mining
Operations
   -70-




---



##### 



Process
  Marketing and Sales
  Taxation
     Capital Costs
  -71-




---



##### 



Operating Costs
  Financial Analysis
   Exploration
and Development
    
 MARLIN MINE, GUATEMALA
 www.sedar.com
 Project Description and Location
    -72-




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
      History
  Geological Setting
   -73-




---



##### 



Mineralization
   Exploration
      Drilling
   -74-




---



##### 



Sampling and Analysis
 3 4
      Security of Samples
   -75-




---



##### 



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
    
    
    3.46
    
    
    
    5.78
    
    
    
    163.7
    
    
    
    0.64
    
    
    
    18.22Probable
    
    
    9.99
    
    
    
    4.44
    
    
    
    162.7
    
    
    
    1.43
    
    
    
    52.27Proven + Probable
    
    
    13.45
    
    
    
    4.78
    
    
    
    163.0
    
    
    
    2.07
    
    
    
    70.49
 
 (1)
    
    The Mineral Reserves for the Marlin Mine set out in the table above have been estimated by
Andrew S. Tripp, P.Eng., Marlin Mine, who is a qualified person under NI 43-101.(2)
    
    Based on a gold price of $825 per ounce and a silver price of $13.00 per ounce using a gold
equivalent grade using an 85:1 based on prices and recoveries.(3)
    
    The estimated metallurgical recovery rate is 92% for gold and 70% 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
    
    
    0.33
    
    
    
    1.32
    
    
    
    89.3
    
    
    
    0.01
    
    
    
    0.94Indicated
    
    
    1.41
    
    
    
    1.21
    
    
    
    38.00
    
    
    
    0.05
    
    
    
    1.72Measured + Indicated
    
    
    1.73
    
    
    
    1.23
    
    
    
    47.6
    
    
    
    0.07
    
    
    
    2.65Inferred
    
    
    2.06
    
    
    
    3.19
    
    
    
    153.9
    
    
    
    0.21
    
    
    
    10.17
 
 (1)
    
    The Mineral Resources for the Marlin Mine set out in the table above have been estimated by
Andrew S. Tripp, P.Eng., Marlin Mine, who is a qualified person under NI 43-101.(2)
    
    Based on a gold price of $925 per ounce and a silver price of $15.00 per ounce.(3)
    
    Numbers may not add up due to rounding. Operations
 The Marlin Mine has both conventional open pit mining operations with 11 cubic metre loaders
and 90 tonne trucks for moving the ore, and underground mining operations which employ five cubic
metre loaders and 30 tonne trucks for ore haulage. Support equipment includes blasthole drills,
drilling/bolting machines, track dozers, motor graders and water trucks to maintain the road
surfaces, dumps and operating benches.
 The mill is designed to treat a nominal 1.82 million tonnes per year of ore. Ore is fed
through a crusher prior to being introduced into the grinding circuit. Milling is conducted in a
semi-autogenous grinding mill/ball mill circuit. The pulp produced by the milling is subjected to
tank leaching with cyanide. After leaching the ores in the large tanks, the pulp is washed in a
series of settling units (counter-current decantation). This effectively produces two products: a
clear gold and silver bearing solution and also a pulp without precious metal values. The gold
and silver solution is sent to the refinery where the metals are precipitated out of solution
through the addition of zinc. This precipitate is filtered and smelted to produce doré bars.
 -76-




---



##### 



PUEBLO VIEJO PROJECT, DOMINICAN REPUBLIC
 www.sedar.com
 Property Description and Location
      -77-




---



##### 



History
            -78-




---



##### 



Special Lease Agreement
      Geological Setting and Mineralization
  -79-




---



##### 



Drilling and Verification of Data
 Drilling campaigns have been conducted by most of the participating companies in the Pueblo
Viejo Project over the years, including Rosario, GENEL JV, MIM, PDDC and PVDC.
 Prior Drilling Campaigns
  -80-




---



##### 



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 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.
  -81-




---



##### 




    
    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
    -82-




---



##### 



Sampling Method and Approach
      Sample Preparation, Analyses and Security
 Rosario
  -83-




---



##### 



GENEL JV
    MIM
   PDDC
   PVDC
   -84-




---



##### 



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
 The metallurgical history of the Pueblo Viejo Project has been summarized by Pincock, Allen &
Holt (PAH). Defining an economic processing method for the sulphide phase of this Project has been
challenged by the high sulphur to gold ratio in mineralization and by the wide distribution of gold
in various mineralogical facies, not easily concentrated with one metallurgical process. PAH
identified 15 different metallurgical processes that were evaluated by various companies between
1973 and 2001.
  -85-




---



##### 



Mineral Reserve and Resource Estimates
 The following table sets forth the estimated Mineral Reserves for Goldcorps 40% interest in
the Pueblo Viejo Project as of December 31, 2009:
 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
    
    
    5.14
    
    
    
    3.33
    
    
    
    21.6
    
    
    
    0.11
    
    
    
    0.55
    
    
    
    3.57
    
    
    
    13Probable
    
    
    95.64
    
    
    
    2.91
    
    
    
    17.3
    
    
    
    0.09
    
    
    
    8.95
    
    
    
    53.14
    
    
    
    189Proven + Probable
    
    
    100.78
    
    
    
    2.93
    
    
    
    17.5
    
    
    
    0.09
    
    
    
    9.50
    
    
    
    56.71
    
    
    
    202
 
 (1)
    
    The Mineral Reserves for Pueblo Viejo Project set out in the table above have been reviewed
and confirmed by Herbert A. Smith, P.Eng., Principal Mining Engineer, AMC Mining Consultants
(Canada) Ltd.., 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 $825 per ounce, a silver price of $14.00 per ounce, and a copper
price of $2.00 per pound.(3)
    
    The estimated metallurgical recovery rate is 88% to 95% for gold and 84% to 90% for silver.(4)
    
    Numbers may not add up due to rounding.  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
    
    
    1.28
    
    
    
    2.00
    
    
    
    30.8
    
    
    
    0.10
    
    
    
    0.08
    
    
    
    1.27
    
    
    
    3Indicated
    
    
    41.56
    
    
    
    2.08
    
    
    
    10.9
    
    
    
    0.07
    
    
    
    2.78
    
    
    
    14.53
    
    
    
    67Measured + Indicated
    
    
    42.84
    
    
    
    2.07
    
    
    
    11.5
    
    
    
    0.07
    
    
    
    2.86
    
    
    
    15.79
    
    
    
    70Inferred
    
    
    7.05
    
    
    
    1.93
    
    
    
    17.6
    
    
    
    0.04
    
    
    
    0.44
    
    
    
    3.99
    
    
    
    6
 
 (1)
    
    The Mineral Resources for Pueblo Viejo Project set out in the table above have been
reviewed and confirmed by Patrick Stephenson, FAusIMM, AMC Mining Consultants (Canada) Ltd.,
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 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 $900 per ounce, a silver price of $15.00 per ounce and a copper price
of $2.25 per pound.(4)
    
    Numbers may not add up due to rounding Mining Operations
   -86-




---



##### 



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
   -87-




---



##### 




    
    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
 -88-




---



##### 



2
 3
       -89-




---



##### 



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)
    
    Lime mixing and storage system
 Water Management and Supply
      Power Supply
   -90-




---



##### 



Construction Activities
     
    
    600 people camp was finished.
    
    Two CAT 994F loaders and six CAT 789C haul trucks were commissioned.
    
    Haul road construction started (27% completed).
    
    Water treatment and water sewage plants were commissioned.
    
    Earth works and concrete foundations were finished in the autoclave area and 82% of
the autoclave building structure was completed.
    
    Earth works finished in the following areas: oxygen plant, CCD, ore grinding mills,
limestone grinding mills, hot cure tanks and lime boil, and concrete foundations
started in these areas.
    
    Earth works started on the truck shop.
    
    Earth works started at the El Llagal starter dam (coffer dam) and at the ARD dam #1.
    
    Ore ball mills and metals tanks received on site. The oversized equipment was
successfully transported trough the heavy haul route. More oversized equipment is
expected by 2010 (Flash vessels for autoclaves by January 2010).
  -91-




---



##### 



RISK FACTORS
  Exploration, Development and Operating Risk
     Commodity Prices
   -92-




---



##### 



Need for Additional Mineral Reserves and Mineral Resources
   Property
    
    Estimated Mine LifeRed Lake Gold Mines
    
    11 yearsPorcupine Mine
    
    6 yearsMusselwhite Mine
    
    8 yearsMarigold Mine
    
    7 yearsWharf Mine
    
    3 yearsEl Sauzal Mine
    
    3 yearsLos Filos Mine
    
    14 yearsSan Dimas Mines
    
    21 yearsNukay Mine
    
    7 yearsAlumbrera Mine
    
    8 yearsMarlin Mine
    
    8 yearsPeñasquito Project
    
    22 yearsPueblo Viejo Project
    
    26 yearsEl Morro Project
    
    14 years
 -93-




---



##### 



a.
    
    The conversion of existing Mineral Resources to Mineral Reserves; orb.
    
    The addition of new Mineral Reserves and new Mineral Resources which are
subsequently converted to Mineral Reserves.
  a.
    
    The inability of these underground mines to drill out all mineralization;b.
    
    The decades-long history in these locations of converting Mineral Resources
to Mineral Reserves; andc.
    
    The absence of anything in the geological understanding of these ore bodies
that suggests this will change.
 Acquisition Strategy
  Foreign Operations
     -94-




---



##### 



Economic and Political Instability in Guatemala
     Economic and Political Instability in Argentina
      -95-




---



##### 



Business Interruption Risks at the Alumbrera Mine
   Litigation
  Competition
  Current Global Financial Condition
  -96-




---



##### 



Exchange Rate Fluctuations
  Commodity Hedging
   Indigenous Peoples
  Permitting
  Government Regulation
  -97-




---



##### 



Environmental Risks and Hazards
     www.cyanidecode.org
 Environmental Risks at the Red Lake Gold Mines
   -98-




---



##### 



Environmental Risks at the Equity Silver Mine
     San Dimas Tailings Management Risks
  -99-




---



##### 



Environmental Risks at the Marigold Mine and the South Arturo Project
  Tailings Release at Marlin Mine
  Uncertainty in the Estimation of Ore/Mineral Reserves and Mineral Resources
  -100-




---



##### 



Uncertainty Relating to Inferred Mineral Resources
  Indebtedness
   
    
    limiting the Corporations ability to borrow additional amounts for
working capital, capital expenditures, debt service requirements, execution of the
Corporations growth strategy or other purposes;
    
    limiting the Corporations ability to use operating cash flow in other
areas of the business because a portion of these funds must be indicated to service the
debt;
    
    increasing the Corporations vulnerability to general adverse economic and
industry conditions, including increases in interest rates;
    
    limiting the Corporations ability to capitalize on business opportunities
and to react to competitive pressures and adverse changes in government regulation; and
    
    limiting the Corporations ability or increasing the costs to refinance
indebtedness.
   -101-




---



##### 



Additional Capital
  Servicing Debt
  Peñasquito Development and Marketing Risk
   Labour and Employment Matters
  -102-




---



##### 



Land Title
    Climate Change Risks
    The Western Climate Initiative
  -103-




---



##### 



Sea level rise:
 Extreme weather events:
 Resource shortages:
   Insurance and Uninsured Risks
   -104-




---



##### 



Infrastructure
  Joint Ventures
 1 2 2 3
 Subsidiaries
  Market Price of the Corporations Securities
   Future Sales of Common Shares by Existing Shareholders
  -105-




---



##### 



Key Executives
  Conflicts of Interest
 Business Corporations Act
 Conversion of the Notes
  
 DIVIDENDS
   
 DESCRIPTION OF CAPITAL STRUCTURE
  -106-




---



##### 



TRADING PRICE AND VOLUME
 Common Shares
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeJanuary 2009
    
    
    38.97
    
    
    
    29.08
    
    
    
    100,037,635February 2009
    
    
    41.60
    
    
    
    34.03
    
    
    
    86,509,393March 2009
    
    
    43.60
    
    
    
    33.53
    
    
    
    98,930,577April 2009
    
    
    44.00
    
    
    
    32.61
    
    
    
    74,488,183May 2009
    
    
    44.90
    
    
    
    32.39
    
    
    
    66,309,367June 2009
    
    
    43.25
    
    
    
    37.50
    
    
    
    60,392,666July 2009
    
    
    42.61
    
    
    
    37.11
    
    
    
    40,563,007August 2009
    
    
    42.10
    
    
    
    37.07
    
    
    
    33,560,079September 2009
    
    
    46.45
    
    
    
    39.50
    
    
    
    71,010,215October 2009
    
    
    45.37
    
    
    
    38.40
    
    
    
    54,727,375November 2009
    
    
    47.99
    
    
    
    39.39
    
    
    
    63,935,669December 2009
    
    
    48.37
    
    
    
    39.98
    
    
    
    59,962,275
  Warrants
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeJanuary 2009
    
    
    12.90
    
    
    
    4.66
    
    
    
    253,602February 2009
    
    
    11.69
    
    
    
    8.76
    
    
    
    117,132March 2009
    
    
    11.75
    
    
    
    8.26
    
    
    
    116,686April 2009
    
    
    11.69
    
    
    
    7.60
    
    
    
    72,346May 2009
    
    
    11.77
    
    
    
    8.00
    
    
    
    72,805June 2009
    
    
    11.78
    
    
    
    8.65
    
    
    
    71,336July 2009
    
    
    10.14
    
    
    
    8.13
    
    
    
    24,395August 2009
    
    
    9.90
    
    
    
    7.94
    
    
    
    30,361September 2009
    
    
    10.45
    
    
    
    8.19
    
    
    
    90,395October 2009
    
    
    9.72
    
    
    
    6.90
    
    
    
    129,183November 2009
    
    
    9.50
    
    
    
    7.44
    
    
    
    565,044December 2009
    
    
    9.50
    
    
    
    6.51
    
    
    
    243,085
  -107-




---



##### 



DIRECTORS AND OFFICERS
  Name,Province/State andCountry of Residence
    
    Position(s) with the Corporation
    
    Principal OccupationIan 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)Charles A. Jeannes
British Columbia, Canada
    
    President, Chief Executive
Officer and a Director (director
since May 2009)
    
    President and Chief Executive Officer of GoldcorpJohn 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
    
    Independent DirectorBeverley 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 GoldcorpSteve P. Reid
British Columbia, Canada
    
    Executive Vice President and
Chief Operating Officer
    
    Executive Vice President and Chief Operating Officer
of GoldcorpTimo Jauristo
British Columbia, Canada
    
    Vice President, Corporate
Development
    
    Vice President, Corporate Development of GoldcorpGeorge Burns
Ontario, Canada
    
    Vice President, Canada and United
States
    
    Vice President, Canada and United States of GoldcorpSalvador Garcia
Mexico, Mexico
    
    Vice President, Mexico
    
    Vice President, Mexico of GoldcorpEduardo Villacorta
Guatemala City, Guatemala
    
    Vice President, Central and South
America
    
    Vice President, Central and South America of Goldcorp
 -108-




---



##### 



Name,Province/State andCountry of Residence
    
    Position(s) with the Corporation
    
    Principal OccupationJohn Allan
British Columbia, Canada
    
    Vice President, Sustainable
Development
    
    Vice President, Sustainable Development of GoldcorpDina Aloi
Ontario, Canada
    
    Vice President, Corporate Social
Responsibility
    
    Vice President, Corporate Social Responsibility of
GoldcorpGerard Atkinson
British Columbia, Canada
    
    Vice President, Human Resources,
Corporate and Canada
    
    Vice President, Human Resources of GoldcorpDavid L. Deisley
British Columbia, Canada
    
    Vice President, General Counsel
    
    Vice President, General Counsel of GoldcorpPaul Farrow
Ontario, Canada
    
    Vice President, Safety and Health
    
    Vice President, Safety and Health of GoldcorpRohan Hazelton
British Columbia, Canada
    
    Vice President, Finance
    
    Vice President, Finance of GoldcorpWendy Louie
British Columbia, Canada
    
    Vice President, Assistant
Controller
    
    Vice President, Assistant Controller of GoldcorpBarry Olson
Washington, United States
    
    Vice President, Project
Development
    
    Vice President, Project Development of GoldcorpMark Olson
British Columbia, Canada
    
    Vice President, Information
Technology
    
    Vice President, Information Technology of GoldcorpPaula Rogers
British Columbia, Canada
    
    Vice President, Treasurer
    
    Vice President, Treasurer of GoldcorpCharles Ronkos
Reno, Nevada
    
    Vice President, Exploration
    
    Vice President, Exploration of GoldcorpColette Rustad
British Columbia, Canada
    
    Vice President, Controller
    
    Vice President, Controller of GoldcorpMark A. Ruus
British Columbia, Canada
    
    Vice President, Tax
    
    Vice President, Tax of GoldcorpCheryl A. Sedestrom
Reno, Nevada
    
    Vice President, Metals Marketing
    
    Vice President, Metals Marketing of GoldcorpAnna M. Tudela
British Columbia, Canada
    
    Vice President, Regulatory
Affairs and Corporate Secretary
    
    Vice President, Regulatory Affairs and Corporate
Secretary of GoldcorpJeff Wilhoit
British Columbia, Canada
    
    Vice President, Investor Relations
    
    Vice President, Investor Relations of Goldcorp
 
 (1)
    
    Member of the Audit Committee.(2)
    
    Member of the Compensation Committee.(3)
    
    Member of the Nominating and Corporate Governance Committee.(4)
    
    Member of the Sustainability, Environment, Health and Safety Committee.  -109-




---



##### 



Ian
W. Telfer  Chairman of the Board 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.
 Charles A. Jeannes  President, Chief Executive Officer and Director.
 -110-




---



##### 



P. Randy Reifel  Director.
 A. Dan Rovig  Director.
 Kenneth F. Williamson  Director.
 Lindsay A. Hall  Executive Vice President and Chief Financial Officer.
 Steve P. Reid  Executive Vice President and Chief Operating Officer.
 Timo Jauristo  Vice President, Corporate Development.
 -111-




---



##### 



George Burns  Vice President, Canada and United States.
 Salvador Garcia  Vice President, Mexico.
 Eduardo Villacorta  Vice President, Central and South America.
 John Allan  Vice President, Sustainable Development.
 Dina Aloi  Vice President, Corporate Social Responsibility.
 Gerard Atkinson  Vice President, Human Resources.
 David L. Deisley  Vice President, General Counsel.
 -112-




---



##### 



Paul Farrow  Vice President, Safety and Health.
 Rohan Hazelton  Vice President, Finance.
 Wendy Louie  Vice President, Assistant Controller.
 Barry Olson  Vice President, Project Development.
 Mark Olson  Vice President, Information Technology.
 Paula Rogers  Vice President, Treasurer.
 Charles Ronkos  Vice President, Exploration.
 Colette
Rustad Vice President, Corporate Controller.
 -113-




---



##### 



Mark A. Ruus  Vice President, Tax.
 Cheryl A. Sedestrom  Vice President, Metals Marketing.
 Anna M. Tudela  Vice President, Regulatory Affairs and Corporate Secretary.
 Jeffrey Wilhoit  Vice President, Investor Relations.
   Cease Trade Orders, Bankruptcies, Penalties and Sanctions
  -114-




---



##### 



Conflicts of Interest
  
 LEGAL PROCEEDINGS AND REGULATORY ACTIONS
   -115-




---



##### 



INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
     
 TRANSFER AGENT AND REGISTRAR
   
 MATERIAL CONTRACTS
  1.
    
    the $1.5 billion credit facility, available under the Corporations profile at
www.sedar.com; and2.
    
    the purchase agreement dated June 1, 2009 between the Corporation and J.P. Morgan Securities
Inc., as representative of several initial purchasers, in connection with the sale of the
Notes, available under the Corporations profile at www.sedar.com
 -116-




---



##### 



INTERESTS OF EXPERTS
  Mineral Property
    
    Qualified Person(s)Red Lake Gold Mines
    
    Stephane Blais, P.Eng. at Red Lake Gold Mines (Mineral Reserves)
Chris Osiowy, P.Geo. at Red Lake Gold Mines (Mineral Resources)Los Filos Mine
    
    Reynaldo Rivera, MAusIMM, Vice President, Exploration of Luismin, S.A. de C.V.Peñasquito Project
    
    Robert H. Bryson, MMSA, former Vice President, Engineering of GoldcorpAlumbrera Mine
    
    Julio Bruna Novillo, AusIMM at Xstrata CopperMarlin Mine
    
    Andrew S. Tripp, P.Eng., Chief Engineer, Marlin MinePueblo Viejo Project
    
    Herbert A. Smith, P.Eng., Principal Mining Engineer, AMC Mining Consultants
(Canada) Ltd. (Mineral Reserves)
Patrick Stephenson, FAusIMM, AMC Mining Consultants (Canada) Ltd. (Mineral
Resources)
  1.
    
    Red Lake Gold Mines  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, former Vice President, Engineering of Goldcorp,
Fred H. Brown, CPG, Independent Geological Consultant, Reynaldo Rivera, MAusIMM, Vice
President, Exploration of Luismin, and Murray (Guy) Butcher, MAusIMM, former Group
Metallurgist of Goldcorp, prepared a report in accordance with NI 43-101 for Goldcorp entitled
Peñasquito Project Technical Report dated March 10, 2009.
 -117-




---



##### 



4.
    
    Alumbrera Mine  B. Terrence Hennessey, P.Geo., Mani M. Verma, P.Eng., and David T. Wells,
C.Eng., all at Micon International Limited, prepared a report in accordance with NI 43-101 for
Goldcorp entitled An Updated Technical Report on the Mineral Reserves of Minera Alumbrera
Ltd., Catamarca, Argentina dated February 13, 2009.5.
    
    El Morro Project  Maryse Belanger, P.Geo., Director, Technical Services of Goldcorp, prepared a
report in accordance with NI 43-101 for Goldcorp entitled El
Morro Copper-Gold Project, Atacama Region, Chile 43-101
Technical Report dated March 16, 2010.6.
    
    Marlin Mine  James S. Voorhees, P.Eng., formerly of Glamis, prepared a report in accordance
with NI 43-101 for Glamis entitled Marlin Project Technical Report dated November 11, 2003.7.
    
    Pueblo Viejo Project  Herbert A. Smith, P.Eng., Principal Mining Engineer, AMC Mining
Consultants (Canada) Ltd. (AMC), Patrick R. Stephenson, FAusIMM (CP), Principal Geologist,
Regional Manager and Director, AMC, Christopher A. Carr, P.Eng., Senior Geotechnical Engineer,
Rescan Environmental Services Ltd., and Murray (Guy) Butcher, MAusIMM, former Group
Metallurgist of Goldcorp, prepared a report in accordance with NI 43-101 for Goldcorp entitled
Pueblo Viejo Gold Project, Dominican Republic Technical Report dated May 1, 2008.
 www.sedar.com
    
 AUDIT COMMITTEE
   Audit Committees
 -118-




---



##### 



Relevant Education and Experience
  Beverley A. Briscoe 
 Lawrence I. Bell 
 A. Dan Rovig 
 Kenneth F. Williamson 
 Pre-Approval Policies and Procedures
  -119-




---



##### 



External Auditor Service Fees
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  Auditor Partner Rotation
  
 ADDITIONAL INFORMATION
 www.sedar.com www.sec.gov www.goldcorp.com www.sedar.com
 -120-




---



##### 



SCHEDULE A
GOLDCORP INC.
 
AUDIT COMMITTEE CHARTER
 I. PURPOSE
  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, which are located in item 31(vii) of Tab A-6, Board Guidelines.B.
    
    The Audit Committee shall be comprised of at least three directors, all of whom
are independent as such term is defined in the Board Guidelines (Tab A-6).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.
 A-1




---



##### 



D.
    
    All members shall, to the satisfaction of the Board of Directors, be
financially literate as defined in Appendix One, and at least one member shall have
accounting or related financial management expertise to qualify as a financial expert
as defined in Appendix One.E.
    
    If a Committee member simultaneously serves on the audit committees of more
than three public companies, the Committee shall seek the Boards determination as to
whether such simultaneous service would impair the ability of such member to
effectively serve on the Companys audit committee and ensure that such determination
is disclosed.F.
    
    The Committee shall meet at least four times annually, or more frequently as
circumstances require. The Committee shall meet within 45 days following the end of
each of the first three financial quarters to review and discuss the unaudited
financial results for the preceding quarter and the related MD&A and shall meet within
90 days following the end of the fiscal year end to review and discuss the audited
financial results for the year and related MD&A prior to their publishing.G.
    
    The Committee may ask members of management or others to attend meetings and
provide pertinent information as necessary. For purposes of performing their audit
related duties, members of the Committee shall have full access to all corporate
information and shall be permitted to discuss such information and any other matters
relating to the financial position of the Company with senior employees, officers and
independent auditors of the Company.H.
    
    As part of its job to foster open communication, the Committee should meet at
least annually with management and the independent auditor in separate executive
sessions to discuss any matters that the Committee or each of these groups believe
should be discussed privately. In addition, the Committee or at least its Chair should
meet with the independent auditor and management quarterly to review the Companys
financial statements.I.
    
    Each of the Chairman of the Committee, members of the Committee, Chairman of
the Board, independent auditors, Chief Executive Officer, Chief Financial Officer or
Secretary shall be entitled to request that the Chairman of the Audit Committee call a
meeting which shall be held within 48 hours of receipt of such request.
 III. RESPONSIBILITIES AND DUTIES
  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.
 -A2-




---



##### 



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 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;
 -A3-




---



##### 



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.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;
 -A4-




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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.
 F.
    
    Internal Audit
 i)
    
    The audit committees understanding and approval of the annual
internal audit plan;ii)
    
    Structuring the internal audit function to promote operational
independence;iii)
    
    Establishing a direct line of communication between the head of
internal audit and the audit committee;iv)
    
    Instituting appropriate communication and reporting lines
between the internal auditors and management; andv)
    
    Holding regular meetings between the head of internal audit and
the audit committee.
 G.
    
    Financial Reporting Processes
 i)
    
    In consultation with the independent auditor review the
integrity of the organizations financial and accounting controls and reporting
processes, both internal and external.ii)
    
    Consider the independent auditors judgments about the quality
and appropriateness, not just the acceptability, of the Companys accounting
principles and financial disclosure practices, as applied in its financial
reporting, particularly about the degree of aggressiveness or conservatism of
its accounting principles and underlying estimates and whether those principles
are common practices or are minority practices.iii)
    
    Consider and approve, if appropriate, major changes to the
Companys accounting principles and practices as suggested by management with
the concurrence of the independent auditor and ensure that the accountants
reasoning is described in determining the appropriateness of changes in
accounting principles and disclosure.
 H.
    
    Process Improvement
 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.
 -A5-




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iv)
    
    Review the scope and plans of the independent auditors audit
and reviews prior to the audit and reviews being conducted. The Committee may
authorize the independent auditor to perform supplemental reviews or audits as
the Committee may deem desirable.v)
    
    Following completion of the annual audit and quarterly reviews,
review separately with each of management and the independent auditor any
significant changes to planned procedures, any difficulties encountered during
the course of the audit and reviews, including any restrictions on the scope of
work or access to required information and the cooperation that the independent
auditor received during the course of the audit and reviews.vi)
    
    Review any significant disagreements among management and the
independent auditor in connection with the preparation of the financial
statements.vii)
    
    Where there are significant unsettled issues the Committee
shall ensure that there is an agreed course of action for the resolution of
such matters.viii)
    
    Review with the independent auditor and management significant
findings during the year and the extent to which changes or improvements in
financial or accounting practices, as approved by the Audit Committee, have
been implemented. This review should be conducted at an appropriate time
subsequent to implementation of changes or improvements, as decided by the
Committee.ix)
    
    Review activities, organizational structure, and qualifications
of the CFO and the staff in the financial reporting area and see to it that
matters related to succession planning within the Company are raised for
consideration at the full Board.
 I.
    
    Ethical and Legal Compliance
 i)
    
    Review managements monitoring of the Companys system in place
to ensure that the Companys financial statements, reports and other financial
information disseminated to governmental organizations, and the public satisfy
legal requirements.ii)
    
    Review, with the Companys counsel, legal and regulatory
compliance matters, including corporate securities trading policies, and
matters that could have a significant impact on the organizations financial
statements.iii)
    
    Review implementation of compliance with the Sarbanes-Oxley
Act, Ontario Securities Commission requirements and other legal requirements.iv)
    
    Ensure that the CEO and CFO provide written certification with
annual and interim financial statements and MD&A and the Annual Information
Form.
 J.
    
    Risk Management
 i)
    
    Make inquires of management and the independent auditors to
identify significant business, political, financial and control risks and
exposures and assess the steps management has taken to minimize such risk to
the Company.ii)
    
    Ensure that the disclosure of the process followed by the Board
and its committees, in the oversight of the Companys management of principal
business risks, is complete and fairly presented.iii)
    
    Review managements program of risk assessment and steps taken
to address significant risks or exposures, including insurance coverage.
 -A6-




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##### 



K.
    
    General
 i)
    
    Conduct or authorize investigations into any matters within the
Committees scope of responsibilities. The Committee shall be empowered to
retain independent counsel, accountants and other professionals to assist it in
the conduct of any investigation.ii)
    
    Establish procedures for the receipt, retention and treatment
of complaints received by the Company regarding accounting, internal accounting
controls, or auditing matters; and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.iii)
    
    Ensure disclosure in the Annual Information Form if, at any
time since the commencement of most recently completed financial year, the
issuer has relied on any possible exemptions for Audit Committees.iv)
    
    Perform any other activities consistent with this Charter, the
Companys Articles and By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.v)
    
    Conduct a Committee annual self-evaluation and report to the
Board of Directors.
 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.
 -A7-