##### 



Exhibit
99.1
  RENEWAL ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2005
 March 20, 2006
 Suite 1560, 200 Burrard Street
Vancouver, BC V6C 3L6




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##### 



GOLDCORP INC.
RENEWAL ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2005
  
 TABLE OF CONTENTS
 DESCRIPTION
    
    PAGE NO.INTRODUCTORY NOTES
    
    
    1CORPORATE STRUCTURE
    
    
    3GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    5DESCRIPTION OF THE BUSINESS
    
    
    9Principal Products
    
    
    9Competitive Conditions
    
    
    9Operations
    
    
    9Environmental Policy
    
    
    10Risk Factors
    
    
    10Technical Information
    
    
    20Red Lake Mine, Canada
    
    
    26Alumbrera Mine, Argentina
    
    
    37Luismin Mines, Mexico
    
    
    48Los Filos Projects, Mexico
    
    
    64Nukay Mine, Mexico
    
    
    71Peak Mine, Australia
    
    
    74Amapari Project, Brazil
    
    
    86Other Projects
    
    
    100DIVIDENDS
    
    
    100DESCRIPTION OF CAPITAL STRUCTURE
    
    
    101DIRECTORS AND OFFICERS
    
    
    106INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    110TRANSFER AGENT AND REGISTRAR
    
    
    111MATERIAL CONTRACTS
    
    
    111INTERESTS OF EXPERTS
    
    
    111AUDIT COMMITTEE
    
    
    113ADDITIONAL INFORMATION
    
    
    114SCHEDULE A  AUDIT COMMITTEE CHARTER




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##### 



INTRODUCTORY NOTES
 Cautionary Note Regarding Forward-Looking Statements
  Currency Presentation and Exchange Rate Information
   Year ended December 312005
    
    2004
    
    2003High
    
    
    C$1.2841
    
    
    
    C$1.3968
    
    
    
    C$1.5747Low
    
    
    1.1507
    
    
    
    1.1774
    
    
    
    1.2924Average(1)
    
    
    1.2118
    
    
    
    1.3018
    
    
    
    1.4015Closing
    
    
    1.1659
    
    
    
    1.2036
    
    
    
    1.2924
 
 (1)
    
    Calculated as an average of the daily noon rates for each period.




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##### 



Gold, Silver and Copper Prices
 Gold Prices
  Year ended December 312005
    
    2004
    
    2003High
    
    $
    536
    
    
    $
    454
    
    
    $
    416Low
    
    
    411
    
    
    
    375
    
    
    
    320Average
    
    
    444
    
    
    
    410
    
    
    
    363Closing
    
    
    513
    
    
    
    436
    
    
    
    416
  Silver Prices
  Year ended December 312005
    
    2004
    
    2003High
    
    $
    9.23
    
    
    $
    8.29
    
    
    $
    5.97Low
    
    
    6.39
    
    
    
    5.50
    
    
    
    4.37Average
    
    
    7.31
    
    
    
    6.67
    
    
    
    4.88Closing
    
    
    8.83
    
    
    
    6.82
    
    
    
    5.97
  Copper Prices
  Year ended December 312005
    
    2004
    
    2003High
    
    $
    2.11
    
    
    $
    1.49
    
    
    $
    1.05Low
    
    
    1.39
    
    
    
    1.13
    
    
    
    0.70Average
    
    
    1.67
    
    
    
    1.30
    
    
    
    0.81Closing
    
    
    2.08
    
    
    
    1.49
    
    
    
    1.05
  -2-




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##### 



CORPORATE STRUCTURE
 Business
Corporations Act
    -3-




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##### 



-4-




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##### 



GENERAL DEVELOPMENT OF THE BUSINESS
   Barrick-Placer Dome Transaction
   Virginia Transaction
  Glencore Transaction
   -5-




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##### 



Wheaton Transaction
 www.sedar.com
 Bermejal Gold Deposit
   Silver Wheaton Transaction
  -6-




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##### 



Amendment to the Silver Purchase Agreement
   www.sedar.com
 Acquisition of Amapari Project
  -7-




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##### 



Acquisition of Los Filos Project, Nukay Mine and Interest in El Limón Gold Deposit
    Acquisition of Alumbrera and Peak Mines
    -8-




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##### 



DESCRIPTION OF THE BUSINESS
  
 Principal Products
  
 Competitive Conditions
  
 Operations
 Raw Materials
  Environmental Protection Requirements
  Employees
   -9-




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##### 



Foreign Operations Risks
  
 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 this policy and enhance their
capabilities in its implementation through the use of integrated management systems.
    
    Promote the development and implementation of effective, realistic systems to minimize
risks to health, safety and the environment.
    
    Be proactive in community development programs so the communities are not reliant on
the mines for their future.
    
    Communicate openly with employees, local stakeholders and governments on the
Corporations plans, programs and performance.
    
    Work cooperatively with government agencies, local communities, educational
institutions and suppliers to achieve safe handling, use and disposal of all of the
Corporations materials, resources and products.
    
    Use the best technologies to continuously improve the safe, efficient use of resources,
processes and materials.
 
 Risk Factors
  Exploration, Development and Operating Risk
  -10-




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##### 



Environmental Risks and Hazards
     -11-




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##### 



Environmental Risks at the Alumbrera Mine
    Environmental Risks at the Peak Mine
     Luismin Tailings Management Risks
  -12-




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##### 



Permitting
  Infrastructure
  Business Interruption Risks at the Alumbrera Mine
   Uncertainty in the Estimation of Ore/Mineral Reserves and Mineral Resources
  -13-




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##### 



Uncertainty Relating to Inferred Mineral Resources
  Need for Additional Ore/Mineral Reserves
   Commodity Prices
  -14-




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##### 



Commodity Hedging
   Exchange Rate Fluctuations
  Land Title
  Competition
  -15-




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##### 



Additional Capital
  Government Regulation
  Foreign Operations
     Labour and Employment Matters
  -16-




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##### 



Dependence on Dynatec
  Economic and Political Instability in Argentina
       Foreign Subsidiaries
  -17-




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Insurance and Uninsured Risks
   Acquisition Strategy
  Joint Ventures
  Market Price of the Corporations Securities
  -18-




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##### 



Dilution to Goldcorp Shareholders
   Future Sales of Common Shares by Existing Shareholders
  Key Executives
  Conflicts of Interest
 Business Corporations Act
 -19-




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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 
 -20-




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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 
 -21-




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##### 



Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred
Resources
 United States investors
are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will
ever be converted into Mineral Reserves. United States investors are also cautioned not to assume
that all or any part of an Inferred Mineral Resource exists, or is economically or legally
mineable.
 Average Total Cash Costs
  Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates
 Ore Reserve/Mineral Reserve Estimates
  -22-




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##### 



Proved/Proven and Probable Ore/Mineral Reserves (1)(10)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(000s)
    
    (grams
    
    (grams
    
    (%)
    
    (ounces)
    
    (ounces)
    
    (pounds)per tonne)
    
    per tonne)
    
    
    
    (000s)
    
    (000s)
    
    (000s)Red Lake Mine (2)
    
    Proven
    
    
    800
    
    
    
    63.05
    
    
    
    
    
    
    
    
    
    
    
    1,620
    
    
    
    
    
    
    
    Probable
    
    
    2,030
    
    
    
    50.42
    
    
    
    
    
    
    
    
    
    
    
    3,300
    
    
    
    
    
    
    
    Proven + Probable
    
    
    2,830
    
    
    
    53.98
    
    
    
    
    
    
    
    
    
    
    
    4,920
    
    
    
    
    
    
    
    Alumbrera Mine (3)
    
    Proved
    
    
    135,000
    
    
    
    0.51
    
    
    
    
    
    
    
    0.46
    
    
    
    2,210
    
    
    
    
    
    
    
    1,369,000(Goldcorps 37.5% interest)
    
    Probable
    
    
    8,630
    
    
    
    0.43
    
    
    
    
    
    
    
    0.42
    
    
    
    120
    
    
    
    
    
    
    
    80,000Proved + Probable
    
    
    143,630
    
    
    
    0.51
    
    
    
    
    
    
    
    0.46
    
    
    
    2,330
    
    
    
    
    
    
    
    1,449,000Luismin (4)
    
    Proven
    
    
    1,420
    
    
    
    7.04
    
    
    
    447
    
    
    
    
    
    
    
    320
    
    
    
    20,400
    
    
    
     San Dimas
    
    Probable
    
    
    1,830
    
    
    
    5.23
    
    
    
    401
    
    
    
    
    
    
    
    310
    
    
    
    23,600
    
    
    
    Proven + Probable
    
    
    3,250
    
    
    
    6.02
    
    
    
    421
    
    
    
    
    
    
    
    630
    
    
    
    44,000
    
    
    
    Luismin (4)
    
    Proven
    
    
    310
    
    
    
    3.36
    
    
    
    47
    
    
    
    
    
    
    
    30
    
    
    
    500
    
    
    
     San Martin
    
    Probable
    
    
    580
    
    
    
    4.43
    
    
    
    46
    
    
    
    
    
    
    
    80
    
    
    
    900
    
    
    
    with San PedritoProven + Probable
    
    
    900
    
    
    
    4.05
    
    
    
    47
    
    
    
    
    
    
    
    120
    
    
    
    1,300
    
    
    
    Luismin (5)
    
    Proven
    
    
    750
    
    
    
    6.27
    
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    
    
    
    
     Nukay
    
    Probable
    
    
    980
    
    
    
    5.68
    
    
    
    
    
    
    
    
    
    
    
    180
    
    
    
    
    
    
    
    Proven + Probable
    
    
    1,730
    
    
    
    5.94
    
    
    
    
    
    
    
    
    
    
    
    330
    
    
    
    
    
    
    
    Luismin (6)
    
    Proved
    
    
    25,160
    
    
    
    0.88
    
    
    
    
    
    
    
    
    
    
    
    710
    
    
    
    
    
    
    
     Los Filos
    
    Probable
    
    
    177,840
    
    
    
    0.66
    
    
    
    
    
    
    
    
    
    
    
    3,790
    
    
    
    
    
    
    
    with BermejalProved + Probable
    
    
    202,650
    
    
    
    0.69
    
    
    
    
    
    
    
    
    
    
    
    4,500
    
    
    
    
    
    
    
    Peak Mine (7)
    
    Proved
    
    
    920
    
    
    
    5.67
    
    
    
    
    
    
    
    0.72
    
    
    
    170
    
    
    
    
    
    
    
    15,000Probable
    
    
    1,150
    
    
    
    6.01
    
    
    
    
    
    
    
    0.70
    
    
    
    220
    
    
    
    
    
    
    
    18,000Proved + Probable
    
    
    2,060
    
    
    
    5.86
    
    
    
    
    
    
    
    0.71
    
    
    
    390
    
    
    
    
    
    
    
    32.000Wharf Mine (8)
    
    Proven
    
    
    3,730
    
    
    
    1.13
    
    
    
    
    
    
    
    
    
    
    
    140
    
    
    
    
    
    
    
    Probable
    
    
    70
    
    
    
    0.69
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    Proven + Probable
    
    
    3,810
    
    
    
    1.12
    
    
    
    
    
    
    
    
    
    
    
    140
    
    
    
    
    
    
    
    Amapari (9)
    
    Proved
    
    
    5,830
    
    
    
    2.13
    
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    
    
    
    
    Probable
    
    
    11,240
    
    
    
    2.61
    
    
    
    
    
    
    
    
    
    
    
    940
    
    
    
    
    
    
    
    Proved + Probable
    
    
    17,206
    
    
    
    2.43
    
    
    
    
    
    
    
    
    
    
    
    1,343
    
    
    
    
    
    
    
    Total
    
    Proved/Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,750
    
    
    
    20,900
    
    
    
    1,384,000Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,940
    
    
    
    24,500
    
    
    
    98,000Proved/Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,690
    
    
    
    45,400
    
    
    
    1,481,000+ Probable
 
 (1)
    
    All Mineral Reserves or Ore Reserves have been calculated as of December 31, 2005 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.(2)
    
    The Mineral Reserves for the Red Lake Mine set out in the table above have been estimated by
Stephen McGibbon, P.Geo., Red Lake Exploration Manager of Goldcorp, who is a qualified person
under NI 43-101 and audited by Watts, Griffis and McOuat Limited (WGM). The Mineral
Reserves are classified as proven and probable, and are based on the CIM Standards. See
Description of the Business  Red Lake Mine, Ontario  Mineral Reserve and Mineral Resource
Estimates for further details.(3)
    
    The Ore Reserves for the Alumbrera Mine set out in the table above have been estimated by
Luis Rivera, MAusIMM at Minera Alumbrera Limited who is a qualified person under NI 43-101 and
a competent person under the JORC Code. The Mineral Reserves -23-




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##### 



are classified as proved and probable, and are based on the JORC Code. See Description of
the Business  Alumbrera Mine, Argentina  Ore Reserve and Mineral Resource Estimates for
further details.(4)
    
    The Mineral Reserves for the San Dimas mines and the San Martin mine set out in the table
above have been estimated by Reynaldo Rivera, MAusIMM at Luismin who is a qualified person
under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on
the CIM Standards. See Description of the Business  Luismin Mines, Mexico  Mineral
Reserve and Mineral Resource Estimates for further details.(5)
    
    The Mineral Reserves for the Nukay mine set out in the table above have been estimated by
Reynaldo Rivera, MAusIMM at Luismin who is a qualified person under NI 43-101. The Mineral
Reserves are classified as proven and probable, and are based on the CIM Standards. See
Description of the Business  Luismin Mines, Mexico  Mineral Reserve and Mineral Resource
Estimates for further details.(6)
    
    The Mineral Reserves of the Los Filos Project set out in the above table have been estimated
by Mike Hester, P.E. of Independent Mining Consultants, Tucson, 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  Los Filos Project, Mexico  Mineral
Reserve and Mineral Resource Estimates for further details.(7)
    
    The Ore Reserves for the Peak Mine set out in the table above have been estimated by Joe
Ranford, MAusIMM at Peak Gold Mines Pty 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  Peak Mine,
Australia  Ore Reserve and Mineral Resource Estimates for further details.(8)
    
    The Mineral Reserves for the Wharf Mine set out in the table above have been estimated by Ken
Nelson, Wharf Geological Engineer of Goldcorp, and audited by Randy V.J. Smallwood, P.Eng., of
Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as
proven and probable, and are based on the CIM Standards. See Description of the Business 
Wharf Mine, South Dakota  Mineral Reserve and Mineral Resource Estimates for further
details.(9)
    
    The Ore Reserves for the Amapari Project set out in the table above have been estimated by
Rodrigo Mello, MAusIMM at Mineração Pedra Branca do Amapari Ltda. 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  Amapari Project, Brazil  Ore Reserve and Mineral Resource Estimates for further
details.(10)
    
    Numbers may not add up due to rounding. Mineral Resource Estimates
 Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred
Resources
 United States investors
are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will
ever be converted into Mineral Reserves. United States investors are also cautioned not to assume
that all or any part of an Inferred Mineral Resource exists, or is economically or legally
mineable.
 -24-




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##### 



Measured, Indicated and Inferred Mineral Resources (1)(10)(11)  (excluding Proved/Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(000s)
    
    (grams
    
    (grams
    
    (%)
    
    (ounces)
    
    (ounces)
    
    (pounds)per tonne)
    
    per tonne)
    
    
    
    (000s)
    
    (000s)
    
    (000s)Red Lake Mine (2)
    
    Measured
    
    
    300
    
    
    
    11.77
    
    
    
    
    
    
    
    
    
    
    
    120
    
    
    
    
    
    
    
    Indicated
    
    
    1,730
    
    
    
    14.60
    
    
    
    
    
    
    
    
    
    
    
    810
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    2,030
    
    
    
    14.17
    
    
    
    
    
    
    
    
    
    
    
    930
    
    
    
    
    
    
    
    Inferred
    
    
    1,590
    
    
    
    30.55
    
    
    
    
    
    
    
    
    
    
    
    1,570
    
    
    
    
    
    
    
    Alumbrera Mine (3)
    
    Measured
    
    
    7,130
    
    
    
    0.36
    
    
    
    
    
    
    
    0.37
    
    
    
    80
    
    
    
    
    
    
    
    58,000(Goldcorps 37.5% interest)
    
    Indicated
    
    
    1,500
    
    
    
    0.40
    
    
    
    
    
    
    
    0.40
    
    
    
    20
    
    
    
    
    
    
    
    13,000Measured + Indicated
    
    
    8,630
    
    
    
    0.37
    
    
    
    
    
    
    
    0.38
    
    
    
    100
    
    
    
    
    
    
    
    71,000Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Luismin (4)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
     San Dimas
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Inferred
    
    
    17,270
    
    
    
    3.17
    
    
    
    321
    
    
    
    
    
    
    
    1,760
    
    
    
    178,140
    
    
    
    Luismin (4)
    
    Measured
    
    
    20
    
    
    
    0.73
    
    
    
    204
    
    
    
    
    
    
    
    0
    
    
    
    200
    
    
    
     San Martin
    
    Indicated
    
    
    200
    
    
    
    0.87
    
    
    
    234
    
    
    
    
    
    
    
    10
    
    
    
    1,500
    
    
    
    with San Pedrito
    
    Measured + Indicated
    
    
    220
    
    
    
    0.86
    
    
    
    231
    
    
    
    
    
    
    
    10
    
    
    
    1,700
    
    
    
    Inferred
    
    
    2,870
    
    
    
    2.81
    
    
    
    111
    
    
    
    
    
    
    
    260
    
    
    
    10,300
    
    
    
    Luismin (5)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
     Nukay
    
    Indicated
    
    
    7,170
    
    
    
    3.02
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    7,170
    
    
    
    3.02
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    Inferred
    
    
    8,510
    
    
    
    4.03
    
    
    
    
    
    
    
    
    
    
    
    1,100
    
    
    
    
    
    
    
    Luismin (6)
    
    Measured
    
    
    3,220
    
    
    
    0.78
    
    
    
    
    
    
    
    
    
    
    
    80
    
    
    
    
    
    
    
     Los Filos
    
    Indicated
    
    
    12,960
    
    
    
    0.68
    
    
    
    
    
    
    
    
    
    
    
    280
    
    
    
    
    
    
    
    with Bermejal
    
    Measured + Indicated
    
    
    16,180
    
    
    
    0.70
    
    
    
    
    
    
    
    
    
    
    
    360
    
    
    
    
    
    
    
    Inferred
    
    
    10,920
    
    
    
    0.49
    
    
    
    
    
    
    
    
    
    
    
    170
    
    
    
    
    
    
    
    Peak Mine (7)
    
    Measured
    
    
    810
    
    
    
    4.33
    
    
    
    
    
    
    
    1.00
    
    
    
    110
    
    
    
    
    
    
    
    18,000Indicated
    
    
    1,020
    
    
    
    5.24
    
    
    
    
    
    
    
    1.15
    
    
    
    170
    
    
    
    
    
    
    
    26,000Measured + Indicated
    
    
    1,820
    
    
    
    4.84
    
    
    
    
    
    
    
    1.09
    
    
    
    280
    
    
    
    
    
    
    
    44,000Inferred
    
    
    2,000
    
    
    
    10.20
    
    
    
    
    
    
    
    0.45
    
    
    
    650
    
    
    
    
    
    
    
    20,000Amapari (8)
    
    Measured
    
    
    1,553
    
    
    
    1.50
    
    
    
    
    
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    Indicated
    
    
    1,829
    
    
    
    1.73
    
    
    
    
    
    
    
    
    
    
    
    102
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    3,382
    
    
    
    1.62
    
    
    
    
    
    
    
    
    
    
    
    177
    
    
    
    
    
    
    
    Inferred
    
    
    6,128
    
    
    
    5.09
    
    
    
    
    
    
    
    
    
    
    
    1,002
    
    
    
    
    
    
    
    El Limón (9)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Goldcorps 21.2% Interest)
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Inferred
    
    
    6,500
    
    
    
    3.27
    
    
    
    
    
    
    
    
    
    
    
    680
    
    
    
    
    
    
    
    Total
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    All Mineral Resources have been calculated as of December 31, 2005 in accordance with the CIM
Standards or the JORC Code.(2)
    
    The Mineral Resources for the Red Lake Mine set out in the table above have been estimated by
Stephen McGibbon, P.Geo., Red Lake Exploration Manager of Goldcorp, who is a qualified person
under NI 43-101 and audited by WGM. The Mineral Resources are -25-




---



##### 



classified as measured, indicated and inferred, and are based on the CIM Standards. See
Description of the Business  Red Lake Mine, Ontario  Mineral Reserve and Mineral
Resource Estimates for further details.(3)
    
    The Mineral Resources for the Alumbrera Mine set out in the table above have been estimated
by Luis Rivera, MAusIMM at Minera Alumbrera Limited who is a qualified person under NI 43-101
and a competent person under the JORC Code. The Mineral Resources are classified as measured
and indicated, and are based on the JORC Code. See Description of the Business  Alumbrera
Mine, Argentina  Ore Reserve and Mineral Resource Estimates for further details.(4)
    
    The Mineral Resources for the San Dimas mines and the San Martin mine set out in the table
above have been estimated by Reynaldo Rivera, MAusIMM at Luismin who is a qualified person
under NI 43-101. The Mineral Resources are classified as inferred, and are based on the CIM
Standards. See Description of the Business  Luismin Mines, Mexico  Mineral Reserve and
Mineral Resource Estimates for further details.(5)
    
    The Mineral Resources for the Nukay mine set out in the table above have been estimated by
Reynaldo Rivera, MAusIMM at Luismin who is a qualified person under NI 43-101. The Mineral
Resources are classified as measured, indicated and inferred, and are based on the CIM
Standards. See Description of the Business  Luismin Mines, Mexico  Mineral Reserve and
Mineral Resource Estimates for further details.(6)
    
    The Mineral Resources for the Los Filos Project set out in the table above have been
estimated by Neil Burnes, P.Geo., at Snowden Mineral Industry Consultants 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  Los Filos
Project, Mexico  Mineral Reserve and Mineral Resource Estimates for further details.(7)
    
    The Mineral Resources for the Peak Mine set out in the table above have been estimated by Rex
Berthelsen, MAusIMM at Peak Gold Mines Pty 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 Code. See Description of the Business
Peak Mine, Australia  Ore Reserve and Mineral Resource Estimates for further details.(8)
    
    The Mineral Resources for the Amapari Project set out in the table above have been estimated
by Rodrigo Mello, MAusIMM at Mineração Pedra Branca do Amapari Ltda. 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 Code. See
Description of the Business  Amapari Project, Brazil  Ore Reserve and Mineral Resource
Estimates for further details.(9)
    
    The Mineral Resources for the El Limón deposits set out in the table above have been
estimated by James N. Grey, P.Geo. and Al N. Samis, P.Geo., both at Teck Cominco Ltd. who are
each qualified persons under NI 43-101. The Mineral Resources are classified as inferred, and
are based on the CIM Standards.(10)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(11)
    
    Numbers may not add up due to rounding. 
 Red Lake Mine, Canada
 Property Description and Location
   Accessibility, Climate, Local Resources, Infrastructure and Physiography
    -26-




---



##### 



1.
    
    Potable water is supplied by the Municipality of Red Lake via a 5-kilometre
pipeline from the main treatment plant located in the town of Cochenour. The mine
consumes approximately 33 million litres per year. Potable water is used for domestic
purposes only.2.
    
    Mill process water is supplied from the adjacent Balmer Lake. A dedicated
floating pump station delivers the water to a storage tank in the mill which in turn
supplies water to the milling process. Current MOE permits allow us to use just over 3
million litres per day. Consumption from this source totals 460 million litres
annually.3.
    
    Another source of untreated process water comes from the Sandy Bay (Red Lake)
pumping station, operated by the neighbouring Campbell Mine. The station, located
approximately 5-kilometres away, supplies water to the mine site via an 8-inch diameter
pipeline, and to the McEwen Shaft site via a 12-inch diameter line. This untreated
water is used primarily for the underground mining process. Annual consumption is
close to 500 million litres.
   History
     -27-




---



##### 



Geological Setting
          -28-




---



##### 



Exploration
      Mineralization
   ±
  -29-




---



##### 



Drilling
     Sampling & Analysis
     -30-




---



##### 



Assaying
      Security of Samples
  Mineral Reserve and Mineral Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)
 Deposit
    
    Category
    
    Tonnes
    
    Gold Grade
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (ounces)(000s)High Grade Zone
    
    Proven
    
    
    610
    
    
    
    77.89
    
    
    
    1,538Probable
    
    
    1,020
    
    
    
    86.74
    
    
    
    2,831Proven + Probable
    
    
    1,630
    
    
    
    83.40
    
    
    
    4,369Sulphide Zone
    
    Proven
    
    
    190
    
    
    
    13.78
    
    
    
    82Probable
    
    
    1,020
    
    
    
    14.21
    
    
    
    465Proven + Probable
    
    
    1,200
    
    
    
    14.14
    
    
    
    547Total
    
    Proven
    
    
    800
    
    
    
    63.05
    
    
    
    1,620Probable
    
    
    2,030
    
    
    
    50.42
    
    
    
    3,296Proven + Probable
    
    
    2,830
    
    
    
    53.98
    
    
    
    4,916
 
 (1)
    
    The Mineral Reserves for the Red Lake Mine set out in the table above have been estimated by
Stephen McGibbon, P.Geo., Exploration Manager, Red Lake Mine of Goldcorp, who is a qualified
person under NI 43-101 and audited by WGM. The Mineral Reserves are classified as proven and
probable, and are based on the CIM Standards. -31-




---



##### 



(2)
    
    Dilution is estimated at 41% for High Grade Zone. Sulphide Zone Mineral Reserves are
estimated with dilution included at variable rates based on historical mining experience.(3)
    
    Cut-off values are calculated at a price of $400 per troy ounce of gold.(4)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)
 Deposit

    
    Category
    
    Tonnes
    
    Gold Grade
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (ounces)(000s)High Grade Zone
    
    Measured
    
    
    2
    
    
    
    120.00
    
    
    
    7Indicated
    
    
    280
    
    
    
    29.69
    
    
    
    265Measured + Indicated
    
    
    280
    
    
    
    30.28
    
    
    
    272Inferred
    
    
    670
    
    
    
    46.99
    
    
    
    1,017Sulphide Zone
    
    Measured
    
    
    300
    
    
    
    11.12
    
    
    
    108Indicated
    
    
    1,450
    
    
    
    11.71
    
    
    
    562Measured + Indicated
    
    
    1,750
    
    
    
    11.61
    
    
    
    670Inferred
    
    
    920
    
    
    
    18.54
    
    
    
    534Total
    
    Measured
    
    
    300
    
    
    
    11.77
    
    
    
    115Indicated
    
    
    1,730
    
    
    
    14.60
    
    
    
    827Measured + Indicated
    
    
    2,030
    
    
    
    14.17
    
    
    
    942Inferred
    
    
    1,590
    
    
    
    30.55
    
    
    
    1,551
 
 (1)
    
    The Mineral Resources for the Red Lake Mine set out in the table above have been estimated by
Stephen McGibbon, Exploration Manager, Red Lake Mine of Goldcorp, who is a qualified person
under NI 43-101 and audited by WGM. The Mineral Resources are classified as measured,
indicated and inferred, and are based on the CIM Standards.(2)
    
    Dilution is estimated at 41% for High Grade Zone. Sulphide Zone Mineral Reserves are
estimated with dilution included at variable rates based on historical mining experience.(3)
    
    Cut-off values are calculated at a price of $450 per troy ounce of gold.(4)
    
    Numbers may not add up due to rounding.  Mineral Processing and Metallurgical Testing
   -32-




---



##### 



Mining Operations
    Red Lake Mine Expansion
  Production
  -33-




---



##### 



Red Lake Mine Production Statistics
 Year ended December 312005
    
    2004
    
    2003Tons of ore milled
    
    
    259,261
    
    
    
    246,822
    
    
    
    242,082Average mill head grade (opt)
    
    
    2.40
    
    
    
    2.25
    
    
    
    2.20Average bullion recovery rate (%)(1)
    
    
    88.7
    
    
    
    90.3
    
    
    
    88.6Ounces of gold produced
    
    
    616,414
    
    
    
    551,866
    
    
    
    532,038Ounces of gold sold
    
    
    814,187
    
    
    
    365,256
    
    
    
    610,334Operating cost per ounce:Cash production cost ($)
    
    
    93
    
    
    
    92
    
    
    
    80Non-cash cost ($)
    
    
    38
    
    
    
    36
    
    
    
    31Total operating cost ($)
    
    
    131
    
    
    
    128
    
    
    
    111
 
 (1)
    
    The average bullion recovery rate does not include the ounces reclaimed from refractory
gold contained in the concentrate which is custom treated. This was 57,819 ounces in 2004 and
52,051 ounces in 2005. At the end of 2005 there remains 3,312 ounces in this
concentrate material stockpiled on site..  Milling Operations
       -34-




---



##### 



2
 Markets and Contracts
   Environmental Considerations
   Metal Mining Effluent Regulations
  
    
    In May 2003, an application was submitted by Goldcorp to the MOE for an amendment to the
provincial Industrial Sewage Certificate of Approval to modify the Red Lake Mines tailings
management system.
    
    The second phase of a diversion ditch has been completed so that clean surface run-off
from the north side
 -35-




---



##### 



of Goldcorps tailings facilities flows directly into Balmer Lake rather than through the
tailings ponds, thereby reducing loadings on the tailings ponds.
    
    Splitter Dyke # 1 has been raised to increase effluent retention time in the tailings
facility, which will reduce both ammonia levels and suspended solids in the discharge.
    
    Splitter Dyke #2 was raised and a water control structure installed to gain use of
approximately 30% of the tailings facility that has not been used.
    
    Water from the secondary tailings pond will be evaluated in the mill as process water,
thereby reducing water flows exiting the tailings facility.
    
    A review of water treatment options to remove dissolved arsenic from any water that
passes through the tailings facilities was completed in 2005. Water collected behind the
secondary tailings pond dam will be treated through a ferric sulphate water treatment
system before discharge.
    
    Goldcorp determined that the use of a snowmaking treatment process to treat ammonia in
tailings water would not achieve the intended water quality. The feasibility of
incorporating a wetland into the tailings facility to treat for ammonia will be examined
during the tailings management area expansion described below.
    
    An investigation into the feasibility of using thickened dry stack tailings to extend
the life of the facility was undertaken in 2005. Detailed engineering for this technique
will be completed in 2006.
    
    The tailings facility will require expansion to accommodate additional mine and mill
production in the near future. A review of potential expansion sites is complete and work
is now focused on geotechnical and hydrogeologic surveys to design the expansion area. The
MOE have been involved with all study designs. An application to amend the current COA for
the Sewage Works will be submitted to the MOE in 2007, prior to the initiation of the
necessary work.
   Dam Guidelines
    -36-




---



##### 



Environmental Emergency (E2) Regulations
  Capital Costs
   Taxes
  Production Estimates
  
 Alumbrera Mine, Argentina
 Property Description and Location
  
    
    an open pit mine, processing facilities and central administration offices at
Alumbrera, Catamarca;
 -37-




---



##### 




    
    a 316-kilometre concentrate slurry pipeline through Catamarca and Tucumán Provinces;
    
    a 202-kilometre, 220 kilovolt power line from the projects substation at El Bracho, Tucumán;
    
    a filter plant and rail loading facilities at Cruz del Norte, Tucumán; and
    
    a port, handling facilities and train maintenance facilities at San Martìn near Rosario, Santa Fé.
    Royalties
   Accessibility, Climate, Local Resources, Infrastructure and Physiography
  -38-




---



##### 



History
 th th th
      -39-




---



##### 



Geological Setting
 Regional Geology
   Deposit Geology
    Exploration
   Mineralization
 ±
 -40-




---



##### 



Drilling
  o o o
   Sampling and Analysis
    -41-




---



##### 



Drill Core Samples
  Reverse Circulation Samples
  Sample Quality
  
    
    the use of internal standards by the laboratory;
    
    the use of MAL submitted standard samples with each sample batch;
    
    regular re-analysis of pulps by the laboratory;
    
    re-analysis of pulps as requested by MAL;
    
    check analysis of randomly selected pulps by a second laboratory; and
    
    1/4 core re-sampling of selected sample intervals mixed with each batch.
  Security of Samples
  Ore Reserve and Mineral Resource Estimates
  -42-




---



##### 



Proved and Probable Ore Reserves (1)(2)(3)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Copper
    
    Gold
    
    Copper(000s)
    
    (grams per tonne)
    
    (%)
    
    (ounces)
    
    (pounds)(000s)
    
    (000s)Proved in Stockpile
    
    
    37,500
    
    
    
    0.40
    
    
    
    0.35
    
    
    
    480
    
    
    
    289,000Proved
    
    
    97,500
    
    
    
    0.55
    
    
    
    0.50
    
    
    
    1,730
    
    
    
    1,079,000Probable
    
    
    8,630
    
    
    
    0.43
    
    
    
    0.42
    
    
    
    119
    
    
    
    79,000Proved + Probable
    
    
    143,630
    
    
    
    0.51
    
    
    
    0.46
    
    
    
    2,330
    
    
    
    1,449,000
 
 (1)
    
    The Ore Reserves for the Alumbrera Mine set out in the table above have been estimated by
Luis Rivera, MAusIMM at MAL 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)
    
    Ore Reserves are based on a life-of-mine production schedule generated from pit optimisation
studies on the new resource block model and are reported on the basis of a recoverable payable
copper equivalent cut-off grade of 0.32%, with the equivalent grade taking into account copper
and gold grades, prices, metallurgical recoveries and realisation costs. The recoverable
payable copper equivalent cut-off grade of 0.32% represents in-situ copper and gold grades
generally in the range of 0.15% copper, 0.26 grams of gold per tonne to 0.25% copper, 0.11
grams of gold per tonne.(3)
    
    Numbers may not add up due to rounding.  Measured and Indicated Mineral Resources (1)(2)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Copper
    
    Gold
    
    Copper(000s)
    
    (grams per tonne)
    
    (%)
    
    (ounces)
    
    (pounds)(000s)
    
    (000s)Measured
    
    
    7,130
    
    
    
    0.36
    
    
    
    0.37
    
    
    
    80
    
    
    
    58,000Indicated
    
    
    1,500
    
    
    
    0.40
    
    
    
    0.40
    
    
    
    20
    
    
    
    13,000Measured + Indicated
    
    
    8,630
    
    
    
    0.37
    
    
    
    0.38
    
    
    
    100
    
    
    
    71,000
 
 (1)
    
    The Mineral Resources for the Alumbrera Mine set out in the table above have been estimated
by Luis Rivera, MAusIMM at MAL who is a qualified person under NI 43-101 and a competent
person under the JORC Code. The Mineral Resources are classified as Measured and Indicated,
and are based on the JORC Code.(2)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability. Mineral Processing and Metallurgical Testing
    -43-




---



##### 



Mining Operations
     Milling Operations
     -44-




---



##### 



Markets and Contracts
  -45-




---



##### 



Environmental Considerations
  Permitting
    Compliance
   -46-




---



##### 



Reclamation and Closure
    Bond-Posting
  Capital Costs
  Taxes
   -47-




---



##### 



Production Estimates
  
 Luismin Mines, Mexico
   San Dimas District (Tayoltita, Santa Rita and Central Block Mines)
  Property Description and Location
  Accessibility, Climate, Local Resources, Infrastructure and Physiography
  -48-




---



##### 



History
    -49-




---



##### 



Geological Setting
          Exploration
  -50-




---



##### 



Deposit Types and Mineralization
    Drilling
   -51-




---



##### 



Sampling Method and Approach
    Sample Preparation, Analysis and Security
     Mineral Reserve and Mineral Resource Estimates
    -52-




---



##### 



Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)(6)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Silver
    
    Gold
    
    Silver
    
    Gold(000s)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (000 ounces)
    
    (000 ounces)Tayoltita
    
    Proven
    
    
    456
    
    
    
    413
    
    
    
    3.76
    
    
    
    6,100
    
    
    
    60Probable
    
    
    789
    
    
    
    359
    
    
    
    3.53
    
    
    
    9,100
    
    
    
    90Proven + Probable
    
    
    1,245
    
    
    
    379
    
    
    
    3.61
    
    
    
    15,200
    
    
    
    150Santa Rita
    
    Proven
    
    
    168
    
    
    
    358
    
    
    
    2.48
    
    
    
    1,900
    
    
    
    10Probable
    
    
    279
    
    
    
    388
    
    
    
    3.15
    
    
    
    3,500
    
    
    
    30Proven + Probable
    
    
    447
    
    
    
    376
    
    
    
    2.90
    
    
    
    5,400
    
    
    
    40San Antonio/
    
    Proven
    
    
    795
    
    
    
    485
    
    
    
    9.88
    
    
    
    12,400
    
    
    
    250Central Block
    
    Probable
    
    
    765
    
    
    
    443
    
    
    
    7.74
    
    
    
    11,000
    
    
    
    190Proven + Probable
    
    
    1,560
    
    
    
    468
    
    
    
    8.83
    
    
    
    23,500
    
    
    
    440Total
    
    Proven
    
    
    1,418
    
    
    
    447
    
    
    
    7.04
    
    
    
    20,400
    
    
    
    320Probable
    
    
    1,833
    
    
    
    401
    
    
    
    5.23
    
    
    
    23,600
    
    
    
    310Proven + Probable
    
    
    3,251
    
    
    
    421
    
    
    
    6.02
    
    
    
    44,000
    
    
    
    630
 
 (1)
    
    The Mineral Reserves for the properties in the San Dimas district set out in the table
above have been estimated by Reynaldo Rivera, MAusIMM at Luismin who is a qualified person
under NI 43-101 and a competent person under the JORC Code.(2)
    
    Cut-off grades, based on total operating costs for Tayoltita, Santa Rita and San Antonio,
were $51.14 per tonne.(3)
    
    All Mineral Reserves are diluted.(4)
    
    The tonnage factor is 2.7 tonnes per cubic metre.(5)
    
    Cut-off values are calculated at a price of $6.00 per troy ounce of silver and $400 per troy
ounce of gold.(6)
    
    Numbers may not add up due to rounding.  Inferred Mineral Resources (1)(2)(3)(4)(5)(6)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalDeposit
    
    Tonnes
    
    Silver
    
    Gold
    
    Silver
    
    Gold(000s)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (000 ounces)
    
    (000 ounces)Tayoltita
    
    
    7,978
    
    
    
    321
    
    
    
    2.87
    
    
    
    82,400
    
    
    
    740Santa Rita
    
    
    4,056
    
    
    
    329
    
    
    
    2.29
    
    
    
    42,900
    
    
    
    300San Antonio/
Central Block
    
    
    5,235
    
    
    
    314
    
    
    
    4.3
    
    
    
    52,800
    
    
    
    720Total
    
    
    17,270
    
    
    
    321
    
    
    
    3.17
    
    
    
    178,100
    
    
    
    1,760
 
 (1)
    
    The Inferred Mineral Resources for the properties in the San Dimas district set out in the
table above have been estimated by Reynaldo Rivera, MAusIMM at Luismin who is a qualified
person under NI 43-101 and a competent person under the JORC Code.(2)
    
    Cut-off grades, based on total operating costs for Tayoltita, Santa Rita and San Antonio,
were $51.14 per tonne.(3)
    
    All Mineral Resources are diluted.(4)
    
    The tonnage factor is 2.7 tonnes per cubic metre.(5)
    
    Cut-off values are calculated at a price of $7.00 per troy ounce of silver and $450 per troy
ounce of gold.(6)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability. -53-




---



##### 



Mining Operations
  Tayoltita Mine
    Santa Rita Mine
   San Antonio and Central Block
    -54-




---



##### 



Milling Operations
     Environmental
  Tailings Management
   -55-




---



##### 



Tayoltita Tailings
       San Antonio Tailings
  -56-




---



##### 



San Martin
 Property Description and Location
    Accessibility, Climate, Local Resources, Infrastructure and Physiography
      -57-




---



##### 



History
    Year
    
    Tonnes
    
    Gold (grams per tonne)
    
    Silver (grams per tonne)1994
    
    
    134,118
    
    
    
    3.19
    
    
    
    351995
    
    
    146,774
    
    
    
    3.54
    
    
    
    391996
    
    
    187,691
    
    
    
    3.40
    
    
    
    441997
    
    
    219,827
    
    
    
    3.27
    
    
    
    431998
    
    
    224,279
    
    
    
    3.45
    
    
    
    501999
    
    
    242,295
    
    
    
    3.46
    
    
    
    462000
    
    
    284,490
    
    
    
    3.60
    
    
    
    552001
    
    
    287,520
    
    
    
    3.74
    
    
    
    662002
    
    
    268,451
    
    
    
    4.26
    
    
    
    712003
    
    
    276,481
    
    
    
    4.29
    
    
    
    822004
    
    
    272,734
    
    
    
    4.47
    
    
    
    832005
    
    
    282,392
    
    
    
    3.91
    
    
    
    68
 Geological Setting
   Exploration
   -58-




---



##### 



Deposit Type and Mineralization
   Drilling
  Sampling Method and Approach
  Sample Preparation, Analysis and Security
  th
 Mineral Reserve and Mineral Resource Estimates
   Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)(6)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Silver
    
    Gold
    
    Silver
    
    Gold(000s)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (000 ounces)
    
    (000 ounces)Proven
    
    
    314
    
    
    
    47
    
    
    
    3.36
    
    
    
    500
    
    
    
    30Probable
    
    
    580
    
    
    
    46
    
    
    
    4.43
    
    
    
    900
    
    
    
    80Total
    
    
    894
    
    
    
    47
    
    
    
    4.05
    
    
    
    1,300
    
    
    
    120
 
 (1)
    
    The Mineral Reserves for the San Martin mine set out in the table above have been estimated
by Reynaldo Rivera, MAusIMM at Luismin who is a qualified person under NI 43-101 and a
competent person under the JORC Code.(2)
    
    Cut-off grades, based on total operating costs, were $33.05 per tonne.(3)
    
    All Mineral Reserves are diluted.(4)
    
    The tonnage factor is 2.7 tonnes per cubic metre.(5)
    
    Cut-off values are calculated at a price of $6.00 per troy ounce of silver and $400 per troy
ounce of gold.(6)
    
    Numbers may not add up due to rounding. -59-




---



##### 

\

Inferred Mineral Resources (1)(2)(3)(4)(5)(6)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalTonnes
    
    Silver
    
    Gold
    
    Silver
    
    Gold(000s)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (000 ounces)
    
    (000 ounces)Measured
    
    
    24
    
    
    
    204
    
    
    
    0.73
    
    
    
    200
    
    
    
    0Indicated
    
    
    200
    
    
    
    234
    
    
    
    0.87
    
    
    
    1,500
    
    
    
    10Measured + Indicated
    
    
    224
    
    
    
    231
    
    
    
    0.86
    
    
    
    1,700
    
    
    
    10Inferred
    
    
    2,871
    
    
    
    111
    
    
    
    2.81
    
    
    
    10,300
    
    
    
    260
 
 (1)
    
    The Inferred Mineral Resources for the San Martin mine set out in the table above have been
estimated by Reynaldo Rivera, MAusIMM at Luismin who is a qualified person under NI 43-101 and
a competent person under the JORC Code. The above Mineral Resources includes the San Pedrito
project.(2)
    
    Cut-off grades based on total operating cost were $33.05 per tonne.(3)
    
    All Mineral Reserves are diluted.(4)
    
    The tonnage factor is 2.7 tonnes per cubic metre.(5)
    
    Cut-off values are calculated at a price of $7.00 per troy ounce of silver and $450 per troy
ounce of gold.(6)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability. Mining Operations
     Milling Operations
  -60-




---



##### 



Environmental Issues with San Martin Tailings Management
       Markets and Contracts for the San Dimas and San Martin Mines
  -61-




---



##### 



Capital Costs for the San Dimas and San Martin Mines
   Capital Expenditures for Environmental Mitigation and Upgrade of Tailings Management Practice
    Capital Expenditures for Expansion of Production
    -62-




---



##### 



Taxes for the San Dimas and San Martin Mines
  Statutory Profit Sharing for the San Dimas and San Martin Mines
  Production Estimates for the San Dimas and San Martin Mines
  Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
Due to the uncertainty which may attach to Inferred Mineral Resources, there is no assurance that
Inferred Mineral Resources will be upgraded to Proven and Probable Mineral Reserves as a result of
continued exploration. The 21 year production schedule is a preliminary assessment which is
preliminary in nature and includes Inferred Mineral Resources that are too speculative geologically
to have economic considerations applied to them to enable them to be categorized as Mineral
Reserves. There is no certainty that the preliminary assessment will be realized.
  
    
    Production has been sustained from the San Dimas deposits for more than 200 years;
    
    Luismin has been successfully conducting the mine operations at San Dimas for 19 years;
    
    In the main production area at San Dimas, Luismin has been able to achieve a
conversion of approximately 91% of the Inferred Mineral Resources into Mineral
Reserves;
    
    In the secondary production area at San Martin, Luismin has been able to
achieve a conversion of more than 100% of the Inferred Mineral Resources into Mineral
Reserves;
    
    Luismin operating practice has been to convert Mineral Resources into Mineral
Reserves after drifting in the mineralization and completion of sampling and mining of
the headings; and
    
    Due to the combination of ever expanding production requirements, better access
to capital, the well understood geology and economic zone of the mineralization, and
the historical success of the operations, Luismin will be better positioned to support
their mine development and Mineral Reserve definition with a normal level of diamond
drilling prior to mining. This should provide for a higher level of Mineral Reserve
definition prior to mining.
 -63-




---



##### 



Los Filos Projects, Mexico
  Property Description and Location
  Accessibility, Climate, Local Resources, Infrastructure and Physiography
     History
   -64-




---



##### 



Geological Setting
   Regional Geology
     Local Geology
  -65-




---



##### 



-66-




---



##### 



Exploration
           -67-




---



##### 



Deposit Geology and Mineralization
     Drilling
   Sampling and Analysis
    Sample Preparation, Security and Data Verification
   -68-




---



##### 



Mineral Reserve and Mineral Resource Estimates
   Proven and Probable Mineral Reserves (1)(2)(3)
 Category
    
    Tonnes
    
    Gold
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (000 ounces)Los Filos
    
    Proven
    
    
    11,700
    
    
    
    1.34
    
    
    
    500Crush/Leach
    
    Probable
    
    
    18,520
    
    
    
    1.61
    
    
    
    960Mineable Reserve
    
    Proven + Probable
    
    
    30,221
    
    
    
    1.50
    
    
    
    1,460Los Filos
    
    Proven
    
    
    25,160
    
    
    
    0.88
    
    
    
    710Total Mineable
    
    Probable
    
    
    41,590
    
    
    
    0.94
    
    
    
    1,260Reserve
    
    Proven + Probable
    
    
    66,750
    
    
    
    0.92
    
    
    
    1,970Bermejal
    
    Proven
    
    
    
    
    
    
    
    
    
    
    Mineable Reserve
    
    Probable
    
    
    135,899
    
    
    
    0.58
    
    
    
    2,530Proven + Probable
    
    
    135,899
    
    
    
    0.58
    
    
    
    2,530
 
 (1)
    
    The Mineral Reserves for the Los Filos and Bermejal deposits set out in the table above
have been estimated by Mike Hester, PE, of Independent Mining Consultants, Tucson who is a
qualified person under NI 43-101.(2)
    
    Cut-off grade for the Los Filos deposit was 0.22 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $425 per ounce of gold.(3)
    
    Cut-off grade for the El Bermejal deposit was 0.20 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $425 per ounce of gold. -69-




---



##### 



Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)
 Category
    
    Tonnes
    
    Gold
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (000 ounces)Los Filos
    
    Measured
    
    
    3,221
    
    
    
    0.78
    
    
    
    80Indicated
    
    
    7,455
    
    
    
    0.81
    
    
    
    190Measured + Indicated
    
    
    10,676
    
    
    
    0.80
    
    
    
    270Inferred
    
    
    1,923
    
    
    
    0.69
    
    
    
    40Bermejal
    
    Measured
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    5,507
    
    
    
    0.50
    
    
    
    90Measured + Indicated
    
    
    5,507
    
    
    
    0.50
    
    
    
    90Inferred
    
    
    9,000
    
    
    
    0.45
    
    
    
    130
 
 (1)
    
    The Mineral Resources for the Los Filos and Bermejal deposits set out in the table above
have been estimated by Neil Burns, P.Geo., formerly of Snowden Mineral Industry Consultants
who is a qualified person under NI 43-101.(2)
    
    Cut-off grade for the Los Filos deposit was 0.22 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $425 per ounce of gold.(3)
    
    Cut-off grade for the El Bermejal deposit was 0.20 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $425 per ounce of gold.(4)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability. Prices used were $450 per ounce of gold. Mineral Processing and Metallurgical Testing
  Environmental Considerations
     -70-




---



##### 



Nukay Mine, Mexico
   Property Description and Location
   Accessibility, Climate, Local Resources and Physiography
       -71-




---



##### 



History
    Geological Setting
  Exploration
  Drilling and Sampling
   Assaying
  -72-




---



##### 



Mineral Reserve and Mineral Resource Estimates
   Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)
 Category
    
    Tonnes
    
    Gold Grade
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (000 ounces)Proven
    
    
    749
    
    
    
    6.27
    
    
    
    150Probable
    
    
    983
    
    
    
    5.68
    
    
    
    180Proven + Probable
    
    
    1,731
    
    
    
    5.94
    
    
    
    330
 
 (1)
    
    The Mineral Reserves for the Nukay mine set out in the table above have been estimated by
Reynaldo Rivera, MAusIMM at Luismin who is a qualified person under NI 43-101 and a competent
person under the JORC Code.(2)
    
    Cut-off grades ranged from 3.09 grams of gold per tonne, dependent on mining method and
location.(3)
    
    The tonnage factor is 3.5 tonnes per cubic metre. Cut off $41.86 per tonne.(4)
    
    Cut-off values were calculated at a price of $400 per troy ounce of gold.(5)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)
 Category
    
    Tonnes
    
    Gold Grade
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (000 ounces)Measured
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    7,169
    
    
    
    3.02
    
    
    
    700Measured + Indicated
    
    
    7,169
    
    
    
    3.02
    
    
    
    700Inferred
    
    
    8,506
    
    
    
    4.03
    
    
    
    1,100
 
 (1)
    
    The Mineral Resources for the Nukay mine set out in the table above have been estimated by
Reynaldo Rivera, MAusIMM at Luismin 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 CIM Standards.(2)
    
    Cut-off grades ranged from 0.7 to 3.0 grams of gold per tonne, dependent on mining method and
location.(3)
    
    The tonnage factor is 3.5 tonnes per cubic metre.(4)
    
    Cut-off values were calculated at a price of $450 per troy ounce of gold.(5)
    
    Numbers may not add up due to rounding.(6)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability. Mining Operations
   -73-




---



##### 



Milling Operations
    Environmental Upgrades
    
 Peak Mine, Australia
 Property Description and Location
   -74-




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
      History
 th
     -75-




---



##### 



Geological Setting
     Exploration
    Mineralization
  -76-




---



##### 



Drilling
        -77-




---



##### 



Sampling and Analysis
 Reverse Circulation Samples
    Core Samples
    Sample Quality
     -78-




---



##### 



Security of Samples
  -79-




---



##### 



Ore Reserve and Mineral Resource Estimates
   Proved and Probable Ore Reserves (1)(2)(3)(4)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Copper
    
    Gold
    
    Copper(000s)
    
    (grams per tonne)
    
    (%)
    
    (000 ounces)
    
    (000 pounds)Peak
    
    ProvedProbable
    
    
    228
    
    
    
    7.49
    
    
    
    0.58
    
    
    
    60
    
    
    
    2,910Proved + Probable
    
    
    228
    
    
    
    7.49
    
    
    
    0.58
    
    
    
    60
    
    
    
    2,910New Occidental
    
    Proved
    
    
    251
    
    
    
    7.24
    
    
    
    0.18
    
    
    
    60
    
    
    
    990Probable
    
    
    226
    
    
    
    5.85
    
    
    
    0.12
    
    
    
    40
    
    
    
    600Proved + Probable
    
    
    477
    
    
    
    6.58
    
    
    
    0.15
    
    
    
    100
    
    
    
    1,590Perseverance
    
    Proved
    
    
    235
    
    
    
    6.73
    
    
    
    1.46
    
    
    
    50
    
    
    
    7,560Probable
    
    
    82
    
    
    
    8.41
    
    
    
    1.30
    
    
    
    20
    
    
    
    2,340Proved + Probable
    
    
    317
    
    
    
    7.16
    
    
    
    1.42
    
    
    
    70
    
    
    
    9,900Surface Stockpiles
    
    Proved
    
    
    354
    
    
    
    3.73
    
    
    
    0.63
    
    
    
    40
    
    
    
    4,930Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proved + Probable
    
    
    355
    
    
    
    3.73
    
    
    
    0.63
    
    
    
    40
    
    
    
    4,930New Cobar (underground)
    
    Proved
    
    
    76
    
    
    
    6.26
    
    
    
    0.67
    
    
    
    20
    
    
    
    1,120Probable
    
    
    343
    
    
    
    5.97
    
    
    
    0.71
    
    
    
    70
    
    
    
    5,370Proved + Probable
    
    
    419
    
    
    
    6.02
    
    
    
    0.70
    
    
    
    80
    
    
    
    6,500Chesney Sulphides
    
    Proved
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Probable
    
    
    192
    
    
    
    5.08
    
    
    
    1.27
    
    
    
    30
    
    
    
    5,380Proved + Probable
    
    
    192
    
    
    
    5.08
    
    
    
    1.27
    
    
    
    30
    
    
    
    5,380Reclaim Stockpiles
    
    Proved
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Probable
    
    
    75
    
    
    
    2.00
    
    
    
    0.65
    
    
    
    10
    
    
    
    1,070Proved + Probable
    
    
    75
    
    
    
    2.00
    
    
    
    0.65
    
    
    
    10
    
    
    
    1,070Total
    
    Proved
    
    
    916
    
    
    
    5.67
    
    
    
    0.72
    
    
    
    170
    
    
    
    14,600Probable
    
    
    1,145
    
    
    
    6.01
    
    
    
    0.70
    
    
    
    220
    
    
    
    17,670Proved + Probable
    
    
    2,062
    
    
    
    5.86
    
    
    
    0.71
    
    
    
    390
    
    
    
    32,280
 -80-




---



##### 



(1)
    
    The Ore Reserves for the Peak Mine deposits set out in the table above have been estimated
by Joe Ranford, MAusIMM at PGM 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)
    
    The Ore Reserves were estimated using either a two-dimensional kriging method or a
three-dimensional kriging method, constrained by geological and grade domains.(3)
    
    The following table sets forth the cut-off net smelter return values for the Mineral Reserve
estimates by zone. Appropriate recovery and dilution factors have been applied to each zone: Deposit
    
    Cut-Off Net Smelter Return Values(A$ per tonne)Peak
    
    A$65 to A$85New Occidental
    
    
    A$94Perseverance
    
    
    A$94New Cobar
    
    
    A$91Chesney
    
    
    A$91
 (4)
    
    Numbers may not add up due to rounding.
  Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)  (excluding Proved and Probable Ore Reserves)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Copper
    
    Gold
    
    Copper(000s)
    
    (grams per tonne)
    
    (%)
    
    (000 ounces)
    
    (000 pounds)Peak
    
    Measured
    
    
    45
    
    
    
    5.84
    
    
    
    0.36
    
    
    
    10
    
    
    
    360Indicated
    
    
    125
    
    
    
    4.72
    
    
    
    1.00
    
    
    
    20
    
    
    
    2,760Measured + Indicated
    
    
    170
    
    
    
    5.02
    
    
    
    0.83
    
    
    
    30
    
    
    
    3,120Inferred
    
    
    106
    
    
    
    12.27
    
    
    
    0.26
    
    
    
    40
    
    
    
    610New Occidental
    
    Measured
    
    
    118
    
    
    
    8.29
    
    
    
    0.25
    
    
    
    30
    
    
    
    650Indicated
    
    
    49
    
    
    
    8.01
    
    
    
    0.14
    
    
    
    10
    
    
    
    150Measured + Indicated
    
    
    167
    
    
    
    8.21
    
    
    
    0.22
    
    
    
    40
    
    
    
    800Inferred
    
    
    452
    
    
    
    8.03
    
    
    
    0.14
    
    
    
    120
    
    
    
    1,400Perseverance
    
    Measured
    
    
    139
    
    
    
    10.04
    
    
    
    1.53
    
    
    
    50
    
    
    
    4,690Indicated
    
    
    220
    
    
    
    9.53
    
    
    
    1.00
    
    
    
    70
    
    
    
    4,860Measured + Indicated
    
    
    360
    
    
    
    9.73
    
    
    
    1.21
    
    
    
    110
    
    
    
    9,550Inferred
    
    
    1,074
    
    
    
    12.04
    
    
    
    0.61
    
    
    
    420
    
    
    
    14,440New Cobar (underground)
    
    Measured
    
    
    76
    
    
    
    6.50
    
    
    
    0.60
    
    
    
    20
    
    
    
    1,000Indicated
    
    
    199
    
    
    
    5.70
    
    
    
    0.66
    
    
    
    40
    
    
    
    2,900Measured + Indicated
    
    
    275
    
    
    
    5.92
    
    
    
    0.64
    
    
    
    50
    
    
    
    3,900Inferred
    
    
    355
    
    
    
    6.92
    
    
    
    0.42
    
    
    
    80
    
    
    
    3,290Chesney (oxide)
    
    Measured
    
    
    429
    
    
    
    0.84
    
    
    
    1.18
    
    
    
    10
    
    
    
    11,150Indicated
    
    
    154
    
    
    
    1.45
    
    
    
    0.95
    
    
    
    10
    
    
    
    3,230Measured + Indicated
    
    
    583
    
    
    
    1.00
    
    
    
    1.12
    
    
    
    20
    
    
    
    14,370Inferred
    
    
    1
    
    
    
    1.48
    
    
    
    0.46
    
    
    
    0
    
    
    
    10
 -81-




---



##### 



Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Copper
    
    Gold
    
    Copper(000s)
    
    (grams per tonne)
    
    (%)
    
    (000 ounces)
    
    (000 pounds)Chesney (sulphide)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    269
    
    
    
    3.30
    
    
    
    2.01
    
    
    
    30
    
    
    
    11,930Measured + Indicated
    
    
    269
    
    
    
    3.30
    
    
    
    2.01
    
    
    
    30
    
    
    
    11,930Inferred
    
    
    7
    
    
    
    3.08
    
    
    
    1.58
    
    
    
    0
    
    
    
    230Total
    
    Measured
    
    
    807
    
    
    
    4.33
    
    
    
    1.00
    
    
    
    110
    
    
    
    17,860Indicated
    
    
    1,017
    
    
    
    5.24
    
    
    
    1.15
    
    
    
    170
    
    
    
    25,820Measured + Indicated
    
    
    1,824
    
    
    
    4.84
    
    
    
    1.09
    
    
    
    280
    
    
    
    43,680Inferred
    
    
    1,995
    
    
    
    10.20
    
    
    
    0.45
    
    
    
    650
    
    
    
    19,970
 
 (1)
    
    The Mineral Resources for the Peak Mine deposits set out in the table above have been
estimated by Rex Berthelsen, MAusIMM at PGM 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 Code.(2)
    
    The Mineral Resources were estimated using two-dimensional and three-dimensional ordinary
kriged block models, constrained by geological and grade domains.(3)
    
    A$73 net smelter return cut-off was applied to all in-situ Mineral Resources, along with
appropriate recoveries.(4)
    
    Included in the Mineral Resources are portions of Ore Reserve stope outlines which have been
classified as an Inferred Mineral Resource and mineralized material above the deposit/zone
cut-off grade, with adequate continuity, in areas where mining may be possible but has not yet
been demonstrated to be economic. Excluded from the Identified Mineral Resources are mined
material and material unlikely to be converted to reserve status for engineering or technical
reasons and remnant stope pillars, skins and other material sterilized as a result of mining
as well as discontinuous mineralization.(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. Mineral Processing and Metallurgical Testing
     -82-




---



##### 



Mining Operations
     New Occidental
   Perseverance
  -83-




---



##### 



New Cobar
   Milling Operations
       -84-




---



##### 



Markets and Contracts
   Environmental Considerations
     Capital Costs
   Taxes
  Production Estimates
  -85-




---



##### 



Amapari Project, Brazil
 Property Description and Location
          -86-




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
    History
      -87-




---



##### 



Geological Setting
    Exploration
   Deposit Geology and Mineralization
      -88-




---



##### 



Sulphide Mineralization
 o o o o
   Oxide Mineralization
 in situ
 Drilling
     -89-




---



##### 



Sampling and Analysis
      Quality Control and Data Verification
  -90-




---



##### 



Ore Reserve and Mineral Resource Estimates
    Ore Reserve and Mineral Resource Estimates
  -91-




---



##### 



Proved and Probable Ore Reserves (1)(2)(3)
 Category
    
    Category
    
    Tonnes
    
    Gold Grade
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (000 ounces)Oxide
    
    Proved
    
    
    3,217
    
    
    
    2.26
    
    
    
    230 Tapereba
    
    Probable
    
    
    5,060
    
    
    
    2.24
    
    
    
    360Proved + Probable
    
    
    8,276
    
    
    
    2.25
    
    
    
    600Oxide
    
    Proved
    
    
    1,600
    
    
    
    1.61
    
    
    
    80Urucum
    
    Probable
    
    
    2,432
    
    
    
    1.81
    
    
    
    140Proved + Probable
    
    
    4,032
    
    
    
    1.73
    
    
    
    220Oxide
    
    Proved
    
    
    
    
    
    
    
    
    
    
    Stock pile
    
    Probable
    
    
    143
    
    
    
    0.96
    
    
    
    0Proved + Probable
    
    
    143
    
    
    
    0.96
    
    
    
    0Sulphide Open Pit
    
    Proved
    
    
    111
    
    
    
    3.00
    
    
    
    10Tapereba
    
    Probable
    
    
    633
    
    
    
    2.66
    
    
    
    50Proved + Probable
    
    
    744
    
    
    
    2.71
    
    
    
    70Sulphide Open Pit
    
    Proved
    
    
    829
    
    
    
    2.31
    
    
    
    60Urucum
    
    Probable
    
    
    1,544
    
    
    
    3.29
    
    
    
    160Proved + Probable
    
    
    2,373
    
    
    
    2.95
    
    
    
    230Sulphide
    
    Proved
    
    
    69
    
    
    
    3.94
    
    
    
    10UndergroundUrucum
    
    Probable
    
    
    1,568
    
    
    
    4.32
    
    
    
    220Total
    
    Proved
    
    
    5,826
    
    
    
    2.12
    
    
    
    400Probable
    
    
    11,380
    
    
    
    2.58
    
    
    
    950Proved + Probable
    
    
    17,206
    
    
    
    2.43
    
    
    
    1,340
 
 (1)
    
    Based on a gold price of $400 per ounce.(2)
    
    The Ore Reserves set out in the table above have been estimated by Rodrigo Mello, MAusIMM at
Mineração Pedra Branca do Amapari Ltda. 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.(3)
    
    Numbers may not add up due to rounding. -92-




---



##### 



Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)
 Category
    
    Category
    
    Tonnes
    
    Gold Grade
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (000 ounces)Oxide
    
    Measured
    
    
    271
    
    
    
    0.93
    
    
    
    10 Tapereba
    
    Indicated
    
    
    572
    
    
    
    0.99
    
    
    
    20Inferred
    
    
    506
    
    
    
    2.50
    
    
    
    40Oxide
    
    Measured
    
    
    205
    
    
    
    0.84
    
    
    
    10Urucum
    
    Indicated
    
    
    45
    
    
    
    1.51
    
    
    
    0Inferred
    
    
    136
    
    
    
    2.10
    
    
    
    10Sulphide
    
    Measured
    
    
    72
    
    
    
    2.12
    
    
    
    10 Tapereba
    
    Indicated
    
    
    234
    
    
    
    2.09
    
    
    
    20Inferred
    
    
    1,339
    
    
    
    5.6
    
    
    
    240Sulphide
    
    Measured
    
    
    1,005
    
    
    
    1.74
    
    
    
    60Urucum
    
    Indicated
    
    
    978
    
    
    
    2.09
    
    
    
    70Inferred
    
    
    4,147
    
    
    
    5.33
    
    
    
    710Total
    
    Measured
    
    
    1,553
    
    
    
    1.50
    
    
    
    80Indicated
    
    
    1,829
    
    
    
    1.73
    
    
    
    100Measured+Indicated
    
    
    3,382
    
    
    
    1.62
    
    
    
    180Inferred
    
    
    6,128
    
    
    
    5.09
    
    
    
    1,000
 
 (1)
    
    Based on a gold price of $ 450 per ounce.(2)
    
    The Mineral Resources set out in the table above have been estimated by Rodrigo Mello,
MAusIMM at Mineração Pedra Branca do Amapari Ltda. 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 Code.(3)
    
    Numbers may not add up due to rounding.(4)
    
    Represents the Resource (including Inferred material) excluding that portion of the resource
that, together with dilution, comprises the Reserves.(5)
    
    Dilution of approximately 15% applied to Oxide and Sulphide Underground Resources, 35% to
Sulphide Open Pit Resources. Mining Operations
    -93-




---



##### 



Open-Pit Operations
  Proposed Underground Operations
    -94-




---



##### 



Milling Operations and Recoverability
 Heap Leach of Oxide Mineralization
   Processing of Sulphide Mineralization
       3
 -95-




---



##### 



3
 Markets and Contracts
  Environmental and Permitting Considerations
        -96-




---



##### 



Taxes
 Corporate Income Tax
     State Royalty
  Production Estimates
   Mine Life
   -97-




---



##### 



Wharf Mine, United States
  -98-




---



##### 



Wharf Expansion Area
  Geology
   Development
  Mineral Reserve and Mineral Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)
 Category
    
    Tonnes
    
    Gold Grade
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (ounces)(000s)Proven
    
    
    3,733
    
    
    
    1.13
    
    
    
    140Probable
    
    
    73
    
    
    
    0.69
    
    
    
    0Proven + Probable
    
    
    3,806
    
    
    
    1.12
    
    
    
    140
 
 (1)
    
    Drill results, geological boundaries, the mine plan, current
mining costs and process
recovery rates have all been considered in estimating Mineral Reserves. The average strip
ratio is 0.8 to 1 for Mineral Reserves.(2)
    
    The Mineral Reserves for the Wharf Mine set out in the table above have been estimated by Ken
Nelson, Wharf Geological Engineer of Goldcorp, and audited by Randy V.J. Smallwood, P.Eng., of
Goldcorp, who is a qualified person under NI 43-101. The Mineral Reserves are classified as
proven and probable, and are based on the CIM Standards.(3)
    
    Cut-off values are maintained at 0.013 ounces per tonne.(4)
    
    Numbers may not add up due to rounding.  -99-




---



##### 



Production
  Wharf Mine Production Statistics
 Year ended December 312005
    
    
    2004
    
    
    2003Tons of ore milled (000s)
    
    
    3,044
    
    
    
    3,049
    
    
    
    3,587Tons of waste removed (000s)
    
    
    6,104
    
    
    
    9,234
    
    
    
    10,835Ratio of waste to ore
    
    
    2.00:1
    
    
    
    3.03:1
    
    
    
    3.02:1Tons processed (000s)
    
    
    3,000
    
    
    
    3,036
    
    
    
    3,593Average grade of gold processed (opt)
    
    
    0.030
    
    
    
    0.028
    
    
    
    0.029Ounces of gold produced
    
    
    62,471
    
    
    
    76,119
    
    
    
    70,817Ounces of gold sold
    
    
    80,911
    
    
    
    62,320
    
    
    
    67,602Operating cost per ounce:Cash production cost ($)
    
    
    272
    
    
    
    234
    
    
    
    258Royalties and severance taxes ($)
    
    
    33
    
    
    
    21
    
    
    
    18Non-cash cost ($)
    
    
    93
    
    
    
    104
    
    
    
    87Total operating cost ($)
    
    
    398
    
    
    
    359
    
    
    
    363
  Mining and Processing
    Environmental Matters
   
 Other Projects
 El Limón Gold Deposit, Mexico
    Inferred Mineral Resources (1)(2)(3)(4)
 Deposit
    
    Tonnes
    
    Gold Grade
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (000 ounces)El Limón
    
    
    3,674
    
    
    
    3.00
    
    
    
    354El Limón Sur
    
    
    187
    
    
    
    1.94
    
    
    
    12Los Guajes
    
    
    640
    
    
    
    3.55
    
    
    
    73Los Guajes West
    
    
    1,997
    
    
    
    3.80
    
    
    
    244Total
    
    
    6,498
    
    
    
    3.27
    
    
    
    683
 
 (1)
    
    All Mineral Resources have been calculated as of December 31, 2005, in accordance with the
CIM Standards. See Technical Information  CIM Standards Definitions for CIM Standard
definitions.(2)
    
    The Mineral Resources for the El Limón gold deposit set out in the table above have been
estimated by James N. Grey, P.Geo., and Al N. Samis, P.Geo., at Teck Cominco, both of whom are
qualified persons under NI 43-101. The Mineral Resources are classified as inferred and are
based on the CIM Standards.(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.  Golden Bear Mine
  
 DIVIDENDS
     -100-




---



##### 



DESCRIPTION OF CAPITAL STRUCTURE
  -101-




---



##### 



TRADING PRICE AND VOLUME
 Common Shares
    High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeJanuary
    
    
    18.14
    
    
    
    16.31
    
    
    
    27,325,023February
    
    
    17.89
    
    
    
    16.26
    
    
    
    44,929,561March
    
    
    18.67
    
    
    
    16.51
    
    
    
    50,207,206April
    
    
    17.48
    
    
    
    15.11
    
    
    
    27,124,454May
    
    
    17.27
    
    
    
    15.30
    
    
    
    34,264,947June
    
    
    19.77
    
    
    
    17.04
    
    
    
    45,008,935July
    
    
    19.93
    
    
    
    18.33
    
    
    
    24,007,992August
    
    
    22.18
    
    
    
    19.83
    
    
    
    36,720,253September
    
    
    24.75
    
    
    
    21.81
    
    
    
    55,555,015October
    
    
    24.73
    
    
    
    20.57
    
    
    
    59,707,223November
    
    
    25.57
    
    
    
    22.85
    
    
    
    37,314,845December
    
    
    26.58
    
    
    
    22.45
    
    
    
    49,680,845
  -102-




---



##### 



First Warrants
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeJanuary
    
    
    18.45
    
    
    
    16.40
    
    
    
    6,998February
    
    
    18.49
    
    
    
    16.05
    
    
    
    11,698March
    
    
    20.18
    
    
    
    16.25
    
    
    
    72,250April
    
    
    16.99
    
    
    
    14.02
    
    
    
    17,350May
    
    
    17.20
    
    
    
    14.00
    
    
    
    25,449June
    
    
    21.60
    
    
    
    16.00
    
    
    
    35,550July
    
    
    21.00
    
    
    
    19.03
    
    
    
    5,890August
    
    
    26.00
    
    
    
    21.50
    
    
    
    116,919September
    
    
    31.00
    
    
    
    25.00
    
    
    
    101,473October
    
    
    30.00
    
    
    
    23.50
    
    
    
    101,122November
    
    
    32.44
    
    
    
    28.00
    
    
    
    117,071December
    
    
    35.74
    
    
    
    27.11
    
    
    
    23,763
  U.S. Dollar Warrants
  High
    
    LowMonth
    
    ($)
    
    ($)
    
    VolumeJanuary
    
    
    7.99
    
    
    
    6.95
    
    
    
    308,400February
    
    
    8.00
    
    
    
    6.25
    
    
    
    67,749March
    
    
    9.95
    
    
    
    6.45
    
    
    
    160,000April
    
    
    7.25
    
    
    
    5.20
    
    
    
    12,400May
    
    
    6.00
    
    
    
    4.00
    
    
    
    33,300June
    
    
    9.44
    
    
    
    6.26
    
    
    
    52,439July
    
    
    9.91
    
    
    
    8.80
    
    
    
    54,050August
    
    
    14.12
    
    
    
    9.75
    
    
    
    72,850September
    
    
    19.00
    
    
    
    14.30
    
    
    
    157,200October
    
    
    16.80
    
    
    
    13.50
    
    
    
    40,300November
    
    
    20.20
    
    
    
    16.00
    
    
    
    14,050December
    
    
    22.00
    
    
    
    17.00
    
    
    
    6,618
  -103-




---



##### 



Series A Warrants
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeApril (1)
    
    
    2.65
    
    
    
    2.18
    
    
    
    261,245May
    
    
    2.64
    
    
    
    2.11
    
    
    
    588,075June
    
    
    3.26
    
    
    
    2.61
    
    
    
    2,057,310July
    
    
    3.34
    
    
    
    2.95
    
    
    
    2,759,445August
    
    
    3.87
    
    
    
    3.32
    
    
    
    1,005,658September
    
    
    4.51
    
    
    
    3.69
    
    
    
    546,903October
    
    
    4.45
    
    
    
    3.55
    
    
    
    457,139November
    
    
    4.75
    
    
    
    4.09
    
    
    
    925,000December
    
    
    5.06
    
    
    
    3.97
    
    
    
    11,088,425
 
 (1)
    
    The Series A Warrants commenced trading on the TSX on April 18, 2005.  Series B Warrants
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeApril (1)
    
    
    1.53
    
    
    
    1.30
    
    
    
    102,311May
    
    
    1.59
    
    
    
    1.25
    
    
    
    239,730June
    
    
    1.94
    
    
    
    1.50
    
    
    
    1,154,221July
    
    
    1.97
    
    
    
    1.68
    
    
    
    1,342,979August
    
    
    2.59
    
    
    
    1.95
    
    
    
    2,201,314September
    
    
    3.13
    
    
    
    2.35
    
    
    
    1,139,299October
    
    
    3.05
    
    
    
    2.10
    
    
    
    1,624,930November
    
    
    3.40
    
    
    
    2.70
    
    
    
    1,051,410December
    
    
    3.60
    
    
    
    2.60
    
    
    
    3,266,749
 
 (1)
    
    The Series B Warrants commenced trading on the TSX on April 18, 2005.  -104-




---



##### 



Series C Warrants
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeApril (1)
    
    
    2.65
    
    
    
    2.25
    
    
    
    239,871May
    
    
    2.70
    
    
    
    2.15
    
    
    
    638,907June
    
    
    3.27
    
    
    
    2.62
    
    
    
    3,866,255July
    
    
    3.34
    
    
    
    2.94
    
    
    
    2,138,000August
    
    
    3.89
    
    
    
    3.31
    
    
    
    1,527,550September
    
    
    4.51
    
    
    
    3.75
    
    
    
    1,363,620October
    
    
    4.35
    
    
    
    3.53
    
    
    
    1,859,609November
    
    
    4.76
    
    
    
    4.06
    
    
    
    4,636,918December
    
    
    5.00
    
    
    
    3.96
    
    
    
    10,758,432
 
 (1)
    
    The Series C Warrants commenced trading on the TSX on April 18, 2005.  -105-




---



##### 



DIRECTORS AND OFFICERS
  Name,Province/State andCountry of Residence
    
    Position(s) with the Corporation
    
    Principal OccupationDouglas Holtby (1)(3)(5)
British Columbia, Canada
    
    Chairman of the Board and
Director since 2005
    
    President and Chief Executive Officer of Arbutus
Road Investments Inc. and MKC Capital (private
investment companies)David R. Beatty (3)
Ontario, Canada
    
    Director since 1994
    
    Chairman and Chief Executive Officer of
Beatinvest Limited (an investment company)John P. Bell (2)(4)
British Columbia, Canada
    
    Director since 2005
    
    Chairman of Coast CranberriesLawrence I. Bell (1)(3)(4)
British Columbia, Canada
    
    Director since 2005
    
    Non-Executive Chairman of the British Columbia
Hydro and Power AuthorityBrian W. Jones (1)
Missouri, United States
    
    Director since 1990
    
    President and Chief Executive Officer of New
Heights International LLC (an investment
company)Antonio Madero (2)
Mexico City, Mexico
    
    Director since 2005
    
    Founder Chairman and Chief Executive Officer of
SANLUIS Corporación, S.A. de C.V.Dr. Donald R.M.
Quick (2)(4)
Ontario, Canada
    
    Director since 2000
    
    Private Investor
Chairman and Chief Executive Officer of the MPIMichael L. Stein (2)(3)
Ontario, Canada
    
    Director since 2000
    
    Group (a private investment company) and
Chairman of CAP REITIan W. Telfer (6)
British Columbia, Canada
    
    President, Chief Executive Officer
and 
a Director since
2005
    
    President and Chief Executive Officer of GoldcorpPeter D. Barnes (7)(8)
British Columbia, Canada
    
    Executive Vice-President and
Chief Financial Officer
    
    Executive Vice-President and Chief Financial
Officer of Goldcorp and Silver Wheaton Corp.Lindsay Hall (8)
British Columbia, Canada
    
    Executive Vice-President
    
    Executive Vice-President of GoldcorpRussell Barwick (7)
Sydney, Australia
    
    Executive Vice-President and
Chief Operating Officer
    
    Executive Vice-President and Chief Operating
Officer of GoldcorpEduardo Luna (7)
Mexico City, Mexico
    
    Executive Vice-President
    
    Executive Vice-President of Goldcorp, and
Chairman and Interim Chief Executive Officer of
Silver Wheaton Corp.Rohan Hazelton (7)
British Columbia, Canada
    
    Corporate Controller
    
    Corporate Controller of GoldcorpPaula Rogers (9)
British Columbia, Canada
    
    Corporate Treasurer
    
    Corporate Treasurer of GoldcorpPaul M. Stein (10)
Ontario, Canada
    
    Corporate Secretary
    
    Partner, Cassels Brock & Blackwell LLP (law firm)Anna M. Tudela (9)
British Columbia, Canada
    
    Director, Legal and Assistant
Corporate Secretary
    
    Director, Legal and Assistant Corporate
Secretary of Goldcorp and Silver Wheaton Corp.
 -106-




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##### 



(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 Health, Safety and Environmental Committee.(5)
    
    Mr. Holtby was appointed Chairman of the Board on October 29, 2005.(6)
    
    Mr. Telfer was appointed Chief Executive Officer and President of the Corporation on February
24, 2005 and March 17, 2005, respectively.(7)
    
    Messrs. Barnes, Barwick, Luna and Hazelton were appointed officers of the Corporation on
March 17, 2005.(8)
    
    Effective April 19, 2006, Mr. Hall will be appointed Chief Financial Officer of the
Corporation and Mr. Barnes will resign from his positions as Executive Vice-President and
Chief Financial Officer of the Corporation.(9)
    
    Ms. Rogers and Tudela were appointed officers of the Corporation on August 15, 2005.(10)
    
    Mr. P. Stein was appointed Corporate Secretary of the
Corporation on March 17, 2005.  Douglas M. Holtby  Chairman of the Board and Director.
 David R. Beatty  Director.
 John P. Bell  Director.
 Lawrence I. Bell  Director.
 Brian W. Jones  Director.
 Antonio Madero  Director.
 -107-




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##### 



Dr. Donald R.M. Quick  Director.
 Michael L. Stein  Director.
 Ian W. Telfer  President, Chief Executive Officer and Director.
 Peter D. Barnes  Executive Vice-President and Chief Financial Officer.
 Lindsay Hall  Executive Vice-President.
 Russell Barwick  Executive Vice-President and Chief Operating Officer.
 Eduardo Luna  Executive Vice-President.
 -108-




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##### 



Rohan Hazelton  Corporate Controller.
 Paula Rogers  Corporate Treasurer.
 Paul M. Stein  Corporate Secretary.
 Anna M. Tudela  Director, Legal and Assistant Corporate Secretary.
   Cease Trade Orders, Bankruptcies, Penalties and Sanctions
  -109-




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##### 



Bankruptcy and Insolvency Act (
  Conflicts of Interest
  
 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    -110-




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##### 



TRANSFER AGENT AND REGISTRAR
   
 MATERIAL CONTRACTS
  1.
    
    The $500 million credit facility, available under the Corporations profile at
www.sedar.com, filed on January 11, 2006; and2.
    
    The bid support and purchase agreement with Barrick dated October 30, 2005 available under
the Corporations profile at www.sedar.com, filed on November 9, 2005.
 
 INTERESTS OF EXPERTS
  1.
    
    Stephen McGibbon, P.Geo., at the Red Lake mine is the qualified person responsible for the
Mineral Reserve and Mineral Resource estimates for the Red Lake Mine.2.
    
    Reynaldo Rivera, MAusIMM, at Luismin is the qualified person responsible for the Mineral
Reserve and Mineral Resource estimates for the San Dimas and San Martin mines.3.
    
    Reynaldo Rivera, MAusIMM, at Luismin and Gary Giroux, P.Eng., at Micon are the qualified
persons responsible for the Mineral Reserve and Mineral Resource estimates for the Nukay mine.4.
    
    Mike G. Hester FAusIMM, at Independent Mining Consultants is the qualified person responsible for
the Mineral Reserve estimates for the Los Filos Project.5.
    
    Neil Burns, P.Geo., at Snowden Mineral Industry Consultants is the qualified person
responsible for the Mineral Resource estimates for the Los Filos Project.6.
    
    James N. Grey, P.Geo., and Al Samis, P.Geo., at Teck are the qualified persons responsible
for the Mineral Resource Estimates for the El Limon project.
 -111-




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##### 



7.
    
    Luis Rivera, MAusIMM, at MAL is the qualified person responsible for the Mineral Reserve and
Mineral Resource estimates for the Alumbrera Mine.8.
    
    Joe Ranford, MAusIMM, at PGM is the qualified person responsible for the Mineral Reserve
estimates for the Peak Mine.9.
    
    Rex Berthelsen, MAusIMM, at PGM is the qualified person responsible for the Mineral Resource
estimates for the Peak Mine.10.
    
    Rodrigo Mello, MAusIMM, at Mineração Pedra Branca do Amapari Ltda. is the qualified person
responsible for the Mineral Reserve and Mineral Resource estimates for the Amapari Project.11.
    
    Randy V.J. Smallwood, P.Eng., at Goldcorp is the qualified person responsible for the Mineral
Reserve and Mineral Resource estimates for the Wharf mine.
  1.
    
    Alumbrera Mine and Peak Mine  Harry Burgess, P.Eng., B. Terrence Hennessey, P.Geo., and
David T. Wells, C.Eng., all of Micon, prepared a NI 43-101 report for Wheaton entitled
Technical Report on Mining and Processing Assets of Peak Gold Mines, in New South Wales,
Australia and Minera Alumbrera Ltd., in Argentina dated January 2003.2.
    
    Luismin Mines  Velasquez Spring, P.Eng., Senior Geologist at WGM, and G. Ross MacFarlane,
P.Eng., Senior Associate Operations Engineer at WGM, prepared a NI 43-101 report for Wheaton
entitled An audit of the Mineral Reserves/Resources Tayoltita, Santa Rita, San Antonio, and
San Martin Mines as of December 31, 2004 for Wheaton River Minerals Ltd. dated March 9, 2005.3.
    
    Los Filos Project  Gary H. Giroux, P.Eng., MASc., a principal of Giroux Consultants Ltd.
and a Senior Associate of Micon, prepared a NI 43-101 report for Wheaton entitled Report on
the Los Filos Gold Deposit Guerrero, Mexico dated September 2003.4.
    
    Amapari Project  Harry Burgess, P.Eng., D. W. Hooley, BSc(Eng.), and Kenneth A. Grace,
P.Eng., all of Micon, prepared a NI 43-101 report for Wheaton entitled Review of the Amapari
Project Amapa State, Brazil dated November 2003.
 www.sedar.com
    -112-




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##### 



AUDIT COMMITTEE
   Audit Committees
  Relevant Education and Experience
  Douglas M. Holtby  Mr. Holtby is a Chartered Accountant in both Alberta and British
Columbia. He is Chairman of the Board, President and Chief Executive Officer of two private
investment companies, Arbutus Road Investments Inc. and MKC Capital. From June 1989 to June
1996, Mr. Holtby was President, Chief Executive Officer and a director of WIC Western
International Communications Ltd., from 1989 to 1996, he was Chairman of Canadian Satellite
Communications Inc., from 1998 to 1999, he was a Trustee of ROB.TV and CKVU, from 1974 to
1989, he was President of Allarcom Limited and, from 1982 to 1989, he was President and a
shareholder of Allarcom Pay Television Limited.Lawrence I. Bell  Mr. Bell is the non-executive Chairman of both the British Columbia
Hydro and Power Authority and Powerex. From August 2001 to November 2003, Mr. Bell was
Chairman and Chief Executive Officer of the British Columbia Hydro and Power Authority and,
from 1987 to 1991, he was Chairman of the British Columbia Hydro and Power Authority. He is
also a Director of International Forest Products and Shato Holdings Ltd. and is Chairman of
the University of British Columbia Board of Governors. Prior to these positions, Mr. Bell
was Chairman and President of the Westar Group and Chief Executive Officer of Vancouver City
Savings Credit Union. In the provinces public sector Mr. Bell has served as Deputy
Minister of Finance and Secretary to the Treasury Board.Brian W. Jones  Mr. Jones has served as a member and Chairman of Goldcorps Audit
Committee for a total of 10 years. He has been the President and Chief Executive Officer of
three companies during the past 18 years, currently New Heights International, Inc., a
private investment company, based in St. Louis, Missouri.
 Pre-Approval Policies and Procedures
  -113-




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##### 



External Auditor Service Fees
 Audit Fees
  Audit-Related Fees
       Due diligence
    
    $
    62,500     Internal controls over financial reporting advisory
services
    
    
    237,000$
    299,500
 Tax Fees
  All Other Fees
  
 ADDITIONAL INFORMATION
 www.sedar.com www.sec.gov www.goldcorp.com www.sedar.com
 -114-




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##### 



SCHEDULE A
 GOLDCORP INC.
AUDIT COMMITTEE CHARTER
 I.
    
    PURPOSEThe Audit Committee is a committee of the Board of Directors (the Board) of Goldcorp Inc.
(Goldcorp or the Company). The primary function of the Audit Committee is to assist the
Board in fulfilling its financial reporting and controls responsibilities to the
shareholders of the Company and the investment community. The external auditors will report
directly to the Audit Committee. The Audit Committees primary duties and responsibilities
are:
 A.
    
    overseeing the integrity of the Companys financial statements and reviewing
the financial reports and other financial information provided by the Company to any
governmental body or the public and other relevant documents;B.
    
    assisting the Board in oversight of the Companys compliance with legal and
regulatory requirements;C.
    
    recommending the appointment and reviewing and appraising the audit efforts of
the Companys independent auditor, overseeing the non-audit services provided by the
independent auditor, overseeing the independent auditors qualifications and
independence and providing an open avenue of communication among the independent
auditor, financial and senior management and the Board of Directors;D.
    
    assisting the Board in oversight of the performance of the Companys internal
audit function;E.
    
    serving as an independent and objective party to oversee and monitor the
Companys financial reporting process and internal controls, the Companys processes to
manage business and financial risk, and its compliance with legal, ethical and
regulatory requirements;F.
    
    preparing Audit Committee report(s) as required by applicable regulators; andG.
    
    encouraging continuous improvement of, and fostering adherence to, the
Companys policies, procedures and practices at all levels.
 II.
    
    COMPOSITION AND OPERATIONS
 A.
    
    The Committee shall operate under the guidelines applicable to all Board
committees, 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.




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##### 



D.
    
    All members shall, to the satisfaction of the Board of Directors, be
financially literate as defined in Appendix One, and at least one member shall have
accounting or related financial management expertise to qualify as a financial expert
as defined in Appendix One.E.
    
    If a Committee member simultaneously serves on the audit committees of more
than three public companies, the Committee shall seek the Boards determination as to
whether such simultaneous service would impair the ability of such member to
effectively serve on the Companys audit committee and ensure that such determination
is disclosed.F.
    
    The Committee shall meet at least four times annually, or more frequently as
circumstances require. The Committee shall meet within 45 days following the end of
each of the first three financial quarters to review and discuss the unaudited
financial results for the preceding quarter and the related MD&A and shall meet within
90 days following the end of the fiscal year end to review and discuss the audited
financial results for the year and related MD&A prior to their publishing.G.
    
    The Committee may ask members of management or others to attend meetings and
provide pertinent information as necessary. For purposes of performing their audit
related duties, members of the Committee shall have full access to all corporate
information and shall be permitted to discuss such information and any other matters
relating to the financial position of the Company with senior employees, officers and
independent auditors of the Company.H.
    
    As part of its job to foster open communication, the Committee should meet at
least annually with management and the independent auditor in separate executive
sessions to discuss any matters that the Committee or each of these groups believe
should be discussed privately. In addition, the Committee or at least its Chair should
meet with the independent auditor and management quarterly to review the Companys
financial statements.I.
    
    Each of the Chairman of the Committee, members of the Committee, Chairman of
the Board, independent auditors, Chief Executive Officer, Chief Financial Officer or
Secretary shall be entitled to request that the Chairman of the Audit Committee call a
meeting which shall be held within 48 hours of receipt of such request.
 III.
    
    RESPONSIBILITIES AND DUTIESTo fulfill its responsibilities and duties the Audit Committee shall:
 A.
    
    Create an agenda for the ensuing year.B.
    
    Review and update this Charter at least annually, as conditions dictate.C.
    
    Describe briefly in the Companys annual report and more fully in the Companys
Management Information Circular the Committees composition and responsibilities and
how they were discharged.D.
    
    Documents/Reports Review
 i)
    
    Review with management and the independent auditors, the Companys
interim and annual financial statements, management discussion and analysis,
earnings releases and any reports or other financial information to be
submitted to any governmental and/or regulatory body, or the public, including
any certification, report, opinion, or review rendered by the independent
auditor for the purpose of recommending their approval to the Board prior to
their filing, issue or publication. The Chair of the Committee may represent
the entire Committee for purposes of this review in circumstances where time
does not allow the full Committee to be available.
 -A2-




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##### 



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, CEO, CFO and COO
annually.vi)
    
    Ensure that adequate procedures are in place for the review of the
Companys public disclosure of financial information extracted or derived from
the issuers financial statements, as well as review any financial information
and earnings guidance provided to analysts and rating agencies, and
periodically assess the adequacy of those procedures.
 E.
    
    Independent Auditor
 i)
    
    Recommend to the Board and approve the selection of the independent
auditor, consider the independence and effectiveness and approve the fees and
other compensation to be paid to the independent auditor.ii)
    
    Monitor the relationship between management and the independent
auditor including reviewing any management letters or other reports of the
independent auditor and discussing any material differences of opinion between
management and the independent auditor.iii)
    
    Review and discuss, on an annual basis, with the independent auditor
all significant relationships they have with the Company to determine their
independence and report to the Board of Directors.iv)
    
    Review and approve requests for any non-audit services to be performed
by the independent auditor and be advised of any other study undertaken at the
request of management that is beyond the scope of the audit engagement letter
and related fees. Pre-approval of non-audit services is satisfied if:
 a)
    
    The aggregate amount of non-audit services not pre-approved
expected to constitute no more than 5% of total fees paid by issuer and
subsidiaries to external auditor during fiscal year in which the
services are provided;b)
    
    the Company or a subsidiary did not recognize services as
non-audit at the time of the engagement; andc)
    
    the services are promptly brought to Committees attention and
approved prior to completion of the audit.
 v)
    
    Ensure disclosure of any specific policies or procedures adopted by the
Committee to satisfy pre-approval requirements for non-audit services by the
Companys external auditor.
 -A3-




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##### 



vi)
    
    Review the relationship of non-audit fees to audit fees paid to the
independent Auditor, to ensure that auditor independence is maintained.vii)
    
    Ensure that both the audit and non-audit fees are disclosed to
shareholders by category.viii)
    
    Review the performance of the independent auditor and approve any
proposed discharge and replacement of the independent auditor when
circumstances warrant. Consider with management and the independent auditor the
rationale for employing accounting/auditing firms other than the principal
independent auditor.ix)
    
    At least annually, consult with the independent auditor out of the
presence of management about significant risks or exposures, internal controls
and other steps that management has taken to control such risks, and the
fullness and accuracy of the organizations financial statements. Particular
emphasis should be given to the adequacy of internal controls to expose any
payments, transactions, or procedures that might be deemed illegal or otherwise
improper.x)
    
    Arrange for the independent auditor to be available to the Audit
Committee and the full Board as needed. Ensure that the auditors report
directly to the Audit Committee and are made accountable to the Board and the
Audit Committee, as representatives of the shareholders to whom the auditors
are ultimately responsible.xi)
    
    Oversee the work of the independent auditors engaged for the purpose
of preparing or issuing an audit report or performing other audit, review or
attest services.xii)
    
    Ensure that the independent auditors are prohibited from providing
the following non-audit services and determining which other non-audit services
the independent auditors are prohibited from providing:
 a)
    
    bookkeeping or other services related to the accounting records
or financial statements of the Company;b)
    
    financial information systems design and implementation;c)
    
    appraisal or valuation services, fairness opinions, or
contribution-in-kind reports;d)
    
    actuarial services;e)
    
    internal audit outsourcing services;f)
    
    management functions or human resources;g)
    
    broker or dealer, investment adviser or investment banking
services;h)
    
    legal services and expert services unrelated to the audit; andi)
    
    any other services which the Public Company Accounting
Oversight Board determines to be impermissible.
 xiii)
    
    Approve any permissible non-audit engagements of the independent
auditors, in accordance with applicable legislation.
 -A4-




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##### 



F.
    
    Financial Reporting Processes
 i)
    
    In consultation with the independent auditor review the integrity of
the organizations financial and accounting controls and reporting processes,
both internal and external.ii)
    
    Consider the independent auditors judgments about the quality and
appropriateness, not just the acceptability, of the Companys accounting
principles and financial disclosure practices, as applied in its financial
reporting, particularly about the degree of aggressiveness or conservatism of
its accounting principles and underlying estimates and whether those principles
are common practices or are minority practices.iii)
    
    Consider and approve, if appropriate, major changes to the Companys
accounting principles and practices as suggested by management with the
concurrence of the independent auditor and ensure that the accountants
reasoning is described in determining the appropriateness of changes in
accounting principles and disclosure.
 G.
    
    Process Improvement
 i)
    
    Discuss with independent auditors (i) the auditors internal
quality-control procedures; and (ii) any material issues raised by the most
recent internal quality-control review, or peer review, of the auditors, or by
any inquiry of investigation by governmental or professional authorities,
within the preceding five years, respecting one or more independent audits
carried out by the auditors, and any steps taken to deal with any such issues.ii)
    
    Reviewing and approving hiring policies for employees or former
employees of the past and present independent auditors.iii)
    
    Establish regular and separate systems of reporting to the Audit
Committee by each of management and the independent auditor regarding any
significant judgments made in managements preparation of the financial
statements and the view of each as to appropriateness of such judgments.iv)
    
    Review the scope and plans of the independent auditors audit and
reviews prior to the audit and reviews being conducted. The Committee may
authorize the independent auditor to perform supplemental reviews or audits as
the Committee may deem desirable.v)
    
    Following completion of the annual audit and quarterly reviews, review
separately with each of management and the independent auditor any significant
changes to planned procedures, any difficulties encountered during the course
of the audit and reviews, including any restrictions on the scope of work or
access to required information and the cooperation that the independent auditor
received during the course of the audit and reviews.vi)
    
    Review any significant disagreements among management and the
independent auditor in connection with the preparation of the financial
statements.vii)
    
    Where there are significant unsettled issues the Committee shall
ensure that there is an agreed course of action for the resolution of such
matters.viii)
    
    Review with the independent auditor and management significant
findings during the year and the extent to which changes or improvements in
financial or accounting practices, as approved by the Audit Committee, have
been implemented. This review
 -A5-




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##### 



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.
 H.
    
    Ethical and Legal Compliance
 i)
    
    Review managements monitoring of the Companys system in place to
ensure that the Companys financial statements, reports and other financial
information disseminated to governmental organizations, and the public satisfy
legal requirements.ii)
    
    Review, with the Companys counsel, legal and regulatory compliance
matters, including corporate securities trading policies, and matters that
could have a significant impact on the organizations financial statements.iii)
    
    Review implementation of compliance with the Sarbanes-Oxley Act,
Ontario Securities Commission requirements and other legal requirements.iv)
    
    Ensure that the CEO and CFO provide written certification with annual
and interim financial statements and MD&A and the Annual Information Form.
 I.
    
    Risk Management
 i)
    
    Make inquires of management and the independent auditors to identify
significant business, political, financial and control risks and exposures and
assess the steps management has taken to minimize such risk to the Company.ii)
    
    Ensure that the disclosure of the process followed by the Board and
its committees, in the oversight of the Companys management of principal
business risks, is complete and fairly presented.iii)
    
    Review managements program of risk assessment and steps taken to
address significant risks or exposures, including insurance coverage.
 J.
    
    General
 i)
    
    Conduct or authorize investigations into any matters within the
Committees scope of responsibilities. The Committee shall be empowered to
retain independent counsel, accountants and other professionals to assist it in
the conduct of any investigation.ii)
    
    Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls, or auditing matters; and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.iii)
    
    Ensure disclosure in the Annual Information Form if, at any time
since the commencement of most recently completed financial year, the issuer
has relied on any possible exemptions for Audit Committees.iv)
    
    Perform any other activities consistent with this Charter, the
Companys Articles and By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
 -A6-




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##### 



IV.
    
    ACCOUNTABILITY
 A.
    
    The Committee Chair has the responsibility to make periodic reports to the
Board, as requested, on audit and financial matters relative to the Company.B.
    
    The Committee shall report its discussions to the Board by maintaining minutes
of its meetings and providing an oral report at the next Board meeting.C.
    
    The minutes of the Audit Committee should be filed with the Corporate
Secretary.
 -A7-