Exhibit 99.1
 
 ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2010
 March 31, 2011
 Suite 3400, 666 Burrard Street
Vancouver, BC V6C 2X8




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##### 



GOLDCORP INC.
ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2010
 TABLE OF CONTENTS
 DESCRIPTION
    
    PAGE NO.INTRODUCTORY NOTES
    
    
    1CORPORATE STRUCTURE
    
    
    4GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    6DESCRIPTION OF THE BUSINESS
    
    
    10Principal Products
    
    
    10Competitive Conditions
    
    
    10Operations
    
    
    10Safety Commitment
    
    
    12Corporate Social Responsibility Policy
    
    
    12Human Rights Policy
    
    
    13Environmental Policy
    
    
    13Technical Information
    
    
    15Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates
    
    
    17Mineral Properties
    
    
    22CANADA AND THE UNITED STATES
    
    
    22RED LAKE GOLD MINES, CANADA
    
    
    22MEXICO
    
    
    32PEÑASQUITO MINE, MEXICO
    
    
    32CENTRAL AND SOUTH AMERICA
    
    
    43MARLIN MINE, GUATEMALA
    
    
    43PUEBLO VIEJO PROJECT, DOMINICAN REPUBLIC
    
    
    52CERRO NEGRO PROJECT, ARGENTINA
    
    
    62RISK FACTORS
    
    
    72DIVIDENDS
    
    
    85DESCRIPTION OF CAPITAL STRUCTURE
    
    
    86TRADING PRICE AND VOLUME
    
    
    86DIRECTORS AND OFFICERS
    
    
    88LEGAL PROCEEDINGS AND REGULATORY ACTIONS
    
    
    97INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    97TRANSFER AGENT AND REGISTRAR
    
    
    97MATERIAL CONTRACTS
    
    
    98INTERESTS OF EXPERTS
    
    
    98AUDIT COMMITTEE
    
    
    99ADDITIONAL INFORMATION
    
    
    101SCHEDULE A GOLDCORP INC. AUDIT COMMITTEE CHARTER
    
    
    A-1




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INTRODUCTORY NOTES
 Cautionary Note Regarding Forward-Looking Statements
    - 1 -




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##### 



Currency Presentation and Exchange Rate Information
   Year ended December 312010
    
    2009
    
    2008High
    
    
    C$1.0778
    
    
    
    C$1.3000
    
    
    
    C$1.3008Low
    
    
    0.9946
    
    
    
    1.0292
    
    
    
    0.9711Average (1)
    
    
    1.0299
    
    
    
    1.1420
    
    
    
    1.0660Closing
    
    
    0.9946
    
    
    
    1.0466
    
    
    
    1.2180
 
 (1)
    
    Calculated as an average of the daily noon rates for each period.  Gold, Silver, Copper, Lead and Zinc Prices
 Gold Prices
  Year ended December 312010
    
    2009
    
    2008High
    
    $
    1,421.00
    
    
    $
    1,212.50
    
    
    $
    1,011.25Low
    
    
    1,058.00
    
    
    
    810.00
    
    
    
    712.50Average
    
    
    1,224.52
    
    
    
    972.35
    
    
    
    871.96Closing
    
    
    1,405.50
    
    
    
    1,087.50
    
    
    
    869.75
  Silver Prices
  Year ended December 312010
    
    2009
    
    2008High
    
    $
    30.70
    
    
    $
    19.18
    
    
    $
    20.92Low
    
    
    15.14
    
    
    
    10.51
    
    
    
    8.88Average
    
    
    20.19
    
    
    
    14.67
    
    
    
    14.99Closing
    
    
    30.63
    
    
    
    16.99
    
    
    
    10.79
 - 2 -




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##### 



Copper Prices
  Year ended December 312010
    
    2009
    
    2008High
    
    $
    4.418
    
    
    $
    3.332
    
    
    $
    4.076Low
    
    
    2.763
    
    
    
    1.384
    
    
    
    1.256Average
    
    
    3.420
    
    
    
    2.342
    
    
    
    3.153Closing
    
    
    4.418
    
    
    
    3.332
    
    
    
    1.316
  Lead Prices
  Year ended December 312010
    
    2009
    
    2008High
    
    $
    1.176
    
    
    $
    1.110
    
    
    $
    1.553Low
    
    
    0.707
    
    
    
    0.450
    
    
    
    0.383Average
    
    
    0.974
    
    
    
    0.786
    
    
    
    0.947Closing
    
    
    1.173
    
    
    
    1.086
    
    
    
    0.459
  Zinc Prices
  Year ended December 312010
    
    2009
    
    2008High
    
    $
    1.195
    
    
    $
    1.166
    
    
    $
    1.275Low
    
    
    0.723
    
    
    
    0.481
    
    
    
    0.475Average
    
    
    0.979
    
    
    
    0.753
    
    
    
    0.853Closing
    
    
    1.103
    
    
    
    1.166
    
    
    
    0.535
  - 3 -




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CORPORATE STRUCTURE
 Business
Corporations Act
   - 4 -




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GOLDCORP PRINCIPAL SUBSIDIARIES AND NI 43-101 MATERIAL MINERAL PROJECTS
 
 
 (1)
    
    Companies in Mexico require a minimum of two shareholders. All of these subsidiaries are wholly-owned, directly or indirectly, by Goldcorp. - 5 -




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GENERAL DEVELOPMENT OF THE BUSINESS
  Canada and the United States
 
    
    a 100% interest in the Red Lake gold mines (the Red Lake Gold Mines) in
Canada, a 72% interest held by Goldcorp and a 28% interest held by Goldcorp Canada
Ltd., a wholly-owned subsidiary of the Corporation (Goldcorp Canada) (the Red Lake
Gold Mines are considered to be a material mineral project to Goldcorp), including a
100% interest in the nearby Bruce Channel deposit (the Cochenour Deposit) in Canada;
    
    a 100% interest in the Porcupine gold mine (the Porcupine Mine) in Canada, a
49% interest held by Goldcorp and a 51% interest held by Goldcorp Canada;
    
    a 100% interest in the Musselwhite gold mine (the Musselwhite Mine) in
Canada, a 32% interest held by Goldcorp and a 68% interest held by Goldcorp Canada;
    
    a 662⁄3
% interest in the Marigold gold mine (the Marigold Mine) in the United States;
    
    a 100% interest in the Wharf gold mine (the Wharf Mine) in the United States;
    
    a 100% interest in the Éléonore gold project (the Éléonore Project) in Canada; and
    
    a 40% interest in the Dee/South Arturo gold exploration project (the Dee/South
Arturo Project) in the United States.
 Mexico
 
    
    a 100% interest in the Peñasquito gold-silver-lead-zinc mine (the Peñasquito
Mine) in Mexico (the Peñasquito Mine is considered to be a material mineral project to
Goldcorp), including a 100% interest in the nearby Noche Buena gold-silver project (the
Noche Buena Project) in Mexico and a 100% interest in the nearby Camino Rojo
gold-silver project (the Camino Rojo Project) in Mexico;
    
    a 100% interest in the Los Filos gold-silver mine (the Los Filos Mine) in
Mexico; and
    
    a 100% interest in the El Sauzal gold mine (the El Sauzal Mine) in Mexico.
 Central and South America
 
    
    a 100% interest in the Marlin gold-silver mine (the Marlin Mine) in Guatemala
(the Marlin Mine is considered to be a material mineral project to Goldcorp);
    
    a 40% interest in the Pueblo Viejo gold-silver-copper development stage project
(the Pueblo Viejo Project) in the Dominican Republic (the Pueblo Viejo Project is
considered to be a material mineral project to Goldcorp);
    
    a 100% interest in the Cerro Negro gold project (the Cerro Negro Project) in
Argentina (the Cerro Negro Project is considered to be a material mineral project to
Goldcorp);
 - 6 -




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##### 




    
    a 70% interest in the El Morro copper-gold project (the El Morro Project) in
Chile;
    
    a 371/2% interest in the Bajo de la Alumbrera gold-copper mine (the Alumbrera
Mine) in Argentina; and
    
    a 100% interest in the Cerro Blanco gold-silver project (the Cerro Blanco Project) in
Guatemala.
  
 - 7 -




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Agua Rica Option
  Sale of Osisko Shares
  Acquisition of Andean Resources Limited
  Investment in Terrane Metals
  Sale of San Dimas Mine
  - 8 -




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Sale of Escobal Project and Subsequent Financing
   Acquisition of 70% Interest in El Morro Project
   Acquisition of Canplats
  Sale of New Gold Shares
  Convertible Senior Note Offering
  - 9 -




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Gold Eagle Acquisition
  Sale of Remaining Silver Wheaton Shares
  DESCRIPTION OF THE BUSINESS
  Principal Products
  Competitive Conditions
  Operations
 Raw Materials
  Environmental Protection Requirements
  - 10 -




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Employees
  Location
    
    Full-Time Salaried
    
    Hourly (Non-Union)
    
    Hourly (Union)
    
    ContractorsVancouver Office
    
    
    89
    
    
    
    0
    
    
    
    0
    
    
    
    4Toronto Office
    
    
    17
    
    
    
    0
    
    
    
    0
    
    
    
    1Reno Office
    
    
    21
    
    
    
    0
    
    
    
    0
    
    
    
    0Salt Lake City Office
    
    
    7
    
    
    
    0
    
    
    
    0
    
    
    
    2Mexico Offices
    
    
    113
    
    
    
    0
    
    
    
    0
    
    
    
    0Guatemala Office
    
    
    32
    
    
    
    0
    
    
    
    0
    
    
    
    0Chile Offices
    
    
    25
    
    
    
    0
    
    
    
    0
    
    
    
    7Argentina Offices
    
    
    23
    
    
    
    0
    
    
    
    0
    
    
    
    1Equity Silver
    
    
    3
    
    
    
    0
    
    
    
    0
    
    
    
    0Éléonore Project
    
    
    26
    
    
    
    5
    
    
    
    0
    
    
    
    106Musselwhite Mine
    
    
    145
    
    
    
    341
    
    
    
    0
    
    
    
    281Porcupine Mine
    
    
    200
    
    
    
    208
    
    
    
    218
    
    
    
    350Red Lake Gold Mines
    
    
    273
    
    
    
    614
    
    
    
    0
    
    
    
    423Marigold Mine
    
    
    41
    
    
    
    236
    
    
    
    0
    
    
    
    36Wharf Mine
    
    
    30
    
    
    
    117
    
    
    
    0
    
    
    
    3El Sauzal Mine
    
    
    104
    
    
    
    232
    
    
    
    0
    
    
    
    133Los Filos Mine
    
    
    242
    
    
    
    0
    
    
    
    700
    
    
    
    1,014Peñasquito Mine
    
    
    307
    
    
    
    0
    
    
    
    1,036
    
    
    
    1,305Marlin Mine
    
    
    1,246
    
    
    
    0
    
    
    
    0
    
    
    
    705Cerro Blanco Project
    
    
    115
    
    
    
    0
    
    
    
    0
    
    
    
    132San Martin
    
    
    9
    
    
    
    0
    
    
    
    0
    
    
    
    29El Morro Project
    
    
    3
    
    
    
    0
    
    
    
    0
    
    
    
    16Cerro Negro Project
    
    
    69
    
    
    
    0
    
    
    
    0
    
    
    
    1113,140
    
    
    
    1,753
    
    
    
    1,954
    
    
    
    4,659
 1 2
 Foreign Operations Risks
 1 2
 - 11 -




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Safety Commitment
   Corporate Social Responsibility Policy
   
    
    United Nations Global Impact(UN Global Impact) The UN Global Impact is a strategic
policy initiative for businesses that are committed to aligning their operations and
strategies with ten universally accepted principles in the areas of human rights, labour,
environment and anti-corruption. In 2009, Goldcorp became a signatory to the UN Global
Compact.
    
    International Council on Mining and Metals(ICMM)  The ICMM is a collaborative
organization comprised of mining and metals companies and associations working together on
sustainability-related issues important to the mining industry, of which Goldcorp is a
member.
    
    Global Reporting Initiative(GRI)  The GRI is intended to serve as a generally
accepted framework for reporting on an organizations economic, environmental, and social
performance. The GRI Reporting Framework contains general and sector-specific content
applicable for reporting an organizations sustainability performance. Goldcorp has
committed to using the GRI as the basis for its sustainability reporting.
    
    Extractive Industries Transparency Initiative(EITI)  The EITI is a partnership of
governments, international organizations, companies, non-governmental organizations,
investors and business and industrial organizations with the aim to increase transparency
in transactions between governments and companies in the extractive industries. This
transparency will in turn improve public awareness of the revenues from these industries,
increasing the likelihood that they will contribute to sustainable development and poverty
reduction. Goldcorp is an active supporter of the EITI, through the Corporations
membership in the ICMM and individual corporate action. For example, payments with respect
to the Marlin Mine in Guatemala have been disclosed locally on billboards and
internationally on the internet since the Marlin Mine initiated operations in 2005. In
countries where governments have indicated a desire to be a part of the process, Goldcorp
is actively involved in contributing to the success of the initiative.
 - 12 -




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
    
    Voluntary Principles on Security and Human Rights(Voluntary Principles) 
Governments of the United States and the United Kingdom, companies in the extractive and
energy sectors and non-governmental organizations have developed a set of voluntary
principles to guide companies in maintaining the safety and security of their operations
within an operating framework that ensures respect for human rights and fundamental
freedoms. Goldcorp intends to have all of its operations adopt these Voluntary Principles.See also, Environmental Policy below.
 Human Rights Policy
    Environmental Policy
   
    
    Design, construct, operate and close the Corporations facilities to comply with
applicable local regulations and laws and to meet international guidelines.
    
    Promote employee commitment and accountability to the environmental policy and enhance
employees capabilities in the implementation through the use of integrated management
systems.
    
    Promote the development and implementation of effective systems to minimize risks to
health, safety and the environment.
    
    Be proactive in community development programs so the communities are not reliant on the
mines for their future.
    
    Communicate openly with employees, local stakeholders and governments on the
Corporations plans, programs and performance.
    
    Work cooperatively with government agencies, local communities, educational institutions
and suppliers to achieve safe handling, use and disposal of all of the Corporations
materials, resources and products.
 - 13 -




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
    
    Use the best technologies to continuously improve the safe, efficient use of resources,
processes and materials.
    
    
    The Western Climate Initiative (the WCI)  The WCI is a cooperative effort of US
states and Canadian provinces (including British Columbia, Manitoba, Ontario and Quebec)
that are collaborating to identify policies to reduce greenhouse gas emissions, including
the design and implementation of a regional cap-and-trade program. The design for the WCI
cap-and-trade program is comprehensive. When it is fully implemented in 2015, the WCI
program will cover up to 90% of the greenhouse gas emissions in WCI partner states and
provinces. Goldcorp will continue to monitor developments in the WCI and its potential
impacts on its operations in Canada and the US.
    
    Carbon Disclosure Project (CDP)  The CDP is an independent not-for-profit
organization aiming to create a lasting relationship between shareholders and corporations
regarding the implications for shareholder value and commercial operations presented by
climate change. The goal of the CDP is to facilitate a dialogue, supported by quality
information, from which a rational response to climate change will emerge. Goldcorp made
its first submission to the CDP in 2007, and will continue to report on an annual basis.
    
    International Cyanide Management Code (the Cyanide Code)  The Cyanide Code is a
voluntary industry program for companies involved in the production of gold by the
cyanidation process and focuses on the management of cyanide and cyanide solutions. The
Cyanide Code addresses the production of cyanide, its transport from the producer to the
mine, its on-site storage and use, decommissioning and financial assurance, worker safety,
emergency response, training, stakeholder involvement and implementation verification.
Goldcorp became a signatory to the Cyanide Code in July 2007, and currently has six mines
in four countries that are fully certified under the code. Goldcorp is moving to have all
its nominated operations certified to the Cyanide Code. In 2010, Goldcorps Red Lake Gold
Mine received certification, while Goldcorps Marigold Mine, which was the first gold
mining operation in the world to be fully certified under the Cyanide Code, became
re-certified.
    
    In March 2009, the United States Environmental Protection Agency released proposed rules
for a mandatory greenhouse gas registry that is intended to cover 85-90% of the nations
greenhouse gas emissions  requiring reporting from approximately 13,000 facilities. The
proposed rule requires reporting from direct emitters, upstream suppliers of fossil fuels
and greenhouse gas chemical products, industrial
 - 14 -




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##### 



chemical plants, and vehicle and engine manufacturers, among others. Goldcorp will continue
to monitor these proposed rules and its potential impacts on its operations in the US.
   Technical Information
 CIM Standards Definitions
 Standards of Disclosure for Mineral Projects
 Mineral Resource 
 Inferred Mineral Resource 
 Indicated Mineral Resource 
  Measured Mineral Resource 
 - 15 -




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 Mineral Reserve 
  Probable Mineral Reserve 
  Proven Mineral Reserve 
 JORC Code Definitions
  Mineral Resource 
 Inferred Mineral Resource 
 Indicated Mineral Resource 
  Measured Mineral Resource 
  Ore Reserve 
 - 16 -




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 Probable Ore Reserve 
  Proved Ore Reserve 
  Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates
 Ore Reserve/Mineral Reserve Estimates
  Proved/Proven and Probable Gold, Silver and Copper Ore/Mineral Reserves (1)(7)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams per tonne)
    
    (grams 
per tonne)
    
    (%)
    
    (millions of 
ounces)
    
    (millions of 
ounces)
    
    (millions of 
pounds)Red Lake Gold Mines (2)
    
    Proven
    
    
    2.08
    
    
    
    16.54
    
    
    
    
    
    
    
    
    
    
    
    1.10
    
    
    
    
    
    
    
    Probable
    
    
    7.86
    
    
    
    11.92
    
    
    
    
    
    
    
    
    
    
    
    3.01
    
    
    
    
    
    
    
    Proven + Probable
    
    
    9.93
    
    
    
    12.89
    
    
    
    
    
    
    
    
    
    
    
    4.12
    
    
    
    
    
    
    
    Porcupine Mine
    
    Proven
    
    
    28.30
    
    
    
    1.37
    
    
    
    
    
    
    
    
    
    
    
    1.24
    
    
    
    
    
    
    
    Probable
    
    
    48.29
    
    
    
    1.32
    
    
    
    
    
    
    
    
    
    
    
    2.04
    
    
    
    
    
    
    
    Proven + Probable
    
    
    76.59
    
    
    
    1.33
    
    
    
    
    
    
    
    
    
    
    
    3.29
    
    
    
    
    
    
    
    Musselwhite Mine
    
    Proven
    
    
    4.12
    
    
    
    6.01
    
    
    
    
    
    
    
    
    
    
    
    0.80
    
    
    
    
    
    
    
    Probable
    
    
    6.42
    
    
    
    6.39
    
    
    
    
    
    
    
    
    
    
    
    1.32
    
    
    
    
    
    
    
    Proven + Probable
    
    
    10.54
    
    
    
    6.24
    
    
    
    
    
    
    
    
    
    
    
    2.12
    
    
    
    
    
    
    
    Marigold Mine
    
    Proven
    
    
    16.96
    
    
    
    0.64
    
    
    
    
    
    
    
    
    
    
    
    0.35
    
    
    
    
    
    
    
    (Goldcorps 66 2⁄3% interest)
    
    Probable
    
    
    69.85
    
    
    
    0.53
    
    
    
    
    
    
    
    
    
    
    
    1.20
    
    
    
    
    
    
    
    Proven + Probable
    
    
    86.81
    
    
    
    0.56
    
    
    
    
    
    
    
    
    
    
    
    1.55
    
    
    
    
    
    
    
    Wharf Mine
    
    Proven
    
    
    13.86
    
    
    
    0.85
    
    
    
    5.5
    
    
    
    
    
    
    
    0.38
    
    
    
    2.47
    
    
    
    Probable
    
    
    7.80
    
    
    
    0.91
    
    
    
    4.5
    
    
    
    
    
    
    
    0.23
    
    
    
    1.13
    
    
    
    Proven + Probable
    
    
    21.66
    
    
    
    0.87
    
    
    
    5.2
    
    
    
    
    
    
    
    0.60
    
    
    
    3.60
    
    
    
    Dee/South Arturo Project
    
    Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Goldcorps 40% interest)
    
    Probable
    
    
    16.55
    
    
    
    1.74
    
    
    
    8.3
    
    
    
    
    
    
    
    0.93
    
    
    
    4.39
    
    
    
    Proven + Probable
    
    
    16.55
    
    
    
    1.74
    
    
    
    8.3
    
    
    
    
    
    
    
    0.93
    
    
    
    4.39
    
    
    
    Los Filos Mine
    
    Proven
    
    
    62.70
    
    
    
    0.72
    
    
    
    4.4
    
    
    
    
    
    
    
    1.45
    
    
    
    8.87
    
    
    
    Probable
    
    
    185.90
    
    
    
    0.67
    
    
    
    5.4
    
    
    
    
    
    
    
    4.03
    
    
    
    32.11
    
    
    
    Proven + Probable
    
    
    248.60
    
    
    
    0.68
    
    
    
    5.1
    
    
    
    
    
    
    
    5.47
    
    
    
    40.97
    
    
    
    
 - 17 -




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##### 



Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams 
per tonne)
    
    (grams 
per tonne)
    
    (%)
    
    (millions of 
ounces)
    
    (millions of 
ounces)
    
    (millions of 
pounds)El Sauzal Mine
    
    Proven
    
    
    2.26
    
    
    
    1.30
    
    
    
    
    
    
    
    
    
    
    
    0.09
    
    
    
    
    
    
    
    Probable
    
    
    3.53
    
    
    
    1.59
    
    
    
    
    
    
    
    
    
    
    
    0.18
    
    
    
    
    
    
    
    Proven + Probable
    
    
    5.79
    
    
    
    1.48
    
    
    
    
    
    
    
    
    
    
    
    0.27
    
    
    
    
    
    
    
    Peñasquito Mine (3)
    
    Proven
    
    
    719.99
    
    
    
    0.51
    
    
    
    27.0
    
    
    
    
    
    
    
    11.88
    
    
    
    625.69
    
    
    
    Mill
    
    Probable
    
    
    701.42
    
    
    
    0.28
    
    
    
    19.6
    
    
    
    
    
    
    
    6.29
    
    
    
    443.03
    
    
    
    Proven + Probable
    
    
    1,421.41
    
    
    
    0.40
    
    
    
    23.4
    
    
    
    
    
    
    
    18.17
    
    
    
    1,068.72
    
    
    
    Peñasquito Mine (3)
    
    Proven
    
    
    18.69
    
    
    
    0.23
    
    
    
    20.1
    
    
    
    
    
    
    
    0.14
    
    
    
    12.07
    
    
    
    Heap Leach
    
    Probable
    
    
    49.11
    
    
    
    0.17
    
    
    
    15.5
    
    
    
    
    
    
    
    0.26
    
    
    
    24.48
    
    
    
    Proven + Probable
    
    
    67.80
    
    
    
    0.18
    
    
    
    16.8
    
    
    
    
    
    
    
    0.40
    
    
    
    36.55
    
    
    
    Cerro Negro Project(4)
    
    Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Probable
    
    
    7.14
    
    
    
    9.03
    
    
    
    89.3
    
    
    
    
    
    
    
    2.07
    
    
    
    20.50
    
    
    
    Proven + Probable
    
    
    7.14
    
    
    
    9.03
    
    
    
    89.3
    
    
    
    
    
    
    
    2.07
    
    
    
    20.50
    
    
    
    Alumbrera Mine
    
    Proved
    
    
    103.88
    
    
    
    0.39
    
    
    
    
    
    
    
    0.39
    
    
    
    1.30
    
    
    
    
    
    
    
    893(Goldcorps 371/2% interest)
    
    Probable
    
    
    2.63
    
    
    
    0.28
    
    
    
    
    
    
    
    0.32
    
    
    
    0.02
    
    
    
    
    
    
    
    19Proved + Probable
    
    
    106.50
    
    
    
    0.39
    
    
    
    
    
    
    
    0.39
    
    
    
    1.33
    
    
    
    
    
    
    
    912Marlin Mine (5)
    
    Proven
    
    
    4.58
    
    
    
    5.08
    
    
    
    137.0
    
    
    
    
    
    
    
    0.75
    
    
    
    20.16
    
    
    
    Probable
    
    
    4.63
    
    
    
    5.25
    
    
    
    269.4
    
    
    
    
    
    
    
    0.78
    
    
    
    40.13
    
    
    
    Proven + Probable
    
    
    9.21
    
    
    
    5.17
    
    
    
    203.6
    
    
    
    
    
    
    
    1.53
    
    
    
    60.29
    
    
    
    Pueblo Viejo Project (6)
    
    Proven
    
    
    5.36
    
    
    
    3.32
    
    
    
    21.9
    
    
    
    0.12
    
    
    
    0.57
    
    
    
    3.78
    
    
    
    14(Goldcorps 40% interest)
    
    Probable
    
    
    96.50
    
    
    
    2,87
    
    
    
    17.8
    
    
    
    0.09
    
    
    
    8.89
    
    
    
    55.14
    
    
    
    199Proven + Probable
    
    
    101.86
    
    
    
    2.89
    
    
    
    18.0
    
    
    
    0.09
    
    
    
    9.46
    
    
    
    58.92
    
    
    
    213.00Éléonore Project
    
    Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Probable
    
    
    12.48
    
    
    
    7.56
    
    
    
    
    
    
    
    
    
    
    
    3.03
    
    
    
    
    
    
    
    Proven + Probable
    
    
    12.48
    
    
    
    7.56
    
    
    
    
    
    
    
    
    
    
    
    3.03
    
    
    
    
    
    
    
    El Morro Project
    
    Proven
    
    
    168.01
    
    
    
    0.59
    
    
    
    
    
    
    
    0.57
    
    
    
    3.18
    
    
    
    
    
    
    
    2,108.00(Goldcorps70% interest)
    
    Probable
    
    
    203.77
    
    
    
    0.39
    
    
    
    
    
    
    
    0.48
    
    
    
    2.54
    
    
    
    
    
    
    
    2,174.00Proven + Probable
    
    
    371.79
    
    
    
    0.48
    
    
    
    
    
    
    
    0.52
    
    
    
    5.72
    
    
    
    
    
    
    
    4,282.00Total
    
    Proved/Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23.22
    
    
    
    673
    
    
    
    3.015Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36.83
    
    
    
    620
    
    
    
    2.391Proved/Proven +Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60.06
    
    
    
    1,293.9
    
    
    
    5,406
 
 (1)
    
    All Mineral Reserves or Ore Reserves have been calculated in accordance with the CIM
Standards or the JORC Code. The JORC Code has been accepted for current disclosure rules in
Canada under NI 43-101. All Mineral Reserves and Ore Reserves have been reported as of
December 31, 2010.(2)
    
    The Mineral Reserves for the Red Lake Gold Mines set out in the table above have been
estimated by Stephane Blais, P.Eng., Red Lake Gold Mines, who is a qualified person under NI
43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM
Standards. See Description of the Business  Mineral Properties  Canada and the United
States  Red Lake Gold Mines, Canada  Mineral Reserve and Mineral Resource Estimates for
further details.(3)
    
    The Mineral Reserves for the Peñasquito Mine set out in the table above have been estimated
by Peter Nahan, AusIMM., who is a qualified persons under NI 43-101. The Mineral Reserves are
classified as proven and probable, and are based on the CIM Standards. See Description of
the Business  Mineral Properties  Mexico  Peñasquito Mine, Mexico  Mineral Reserve and
Mineral Resource Estimates for further details.(4)
    
    The Mineral Reserves for the Cerro Negro Project set out in the table above have been
estimated by Sophie Bergeron, eng., Senior Mining Engineer, Goldcorp, who is a qualified
person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are
based on the CIM Standards. See Description of the Business  Mineral Properties  Central
and South America  Cerro Negro Project, Argentina  Mineral Reserve and Mineral Resource
Estimates for further details.(5)
    
    The Mineral Reserves for the Marlin Mine set out in the table above have been estimated by
Andrew S. Tripp, P.Eng., Marlin Mine, who is a qualified person under NI 43-101. The Mineral
Reserves are classified as proven and probable, and are based on the CIM Standards. See
Description of the Business  Mineral Properties  Central and South America  Marlin
Mine, Guatemala  Mineral Reserve and Mineral Resource Estimates for further details.(6)
    
    The Mineral Reserves for the Pueblo Viejo Project set out in the table above have been
reviewed and confirmed by Herbert A. Smith, P.Eng., Principal Mining Engineer, AMC Mining
Consultants (Canada) Ltd., who is a qualified person under NI 43-101. The Mineral Reserves
are classified as proven and probable, and are based on the CIM Standards. See Description
of the Business  Mineral Properties  Central and South America  Pueblo Viejo Project,
Dominican Republic  Mineral Reserve and Mineral Resource Estimates for further details.(7)
    
    Numbers may not add up due to rounding. - 18 -




---



##### 



Proven and Probable Lead and Zinc Mineral Reserves (1)(2)(3)
 Grade
    
    
    Contained MetalCategory
    
    Tonnes
    
    
    Lead
    
    
    Zinc
    
    
    Lead
    
    
    Zinc(millions)
    
    
    (%)
    
    
    (%)
    
    
    (millions of 
pounds)
    
    
    (millions of 
pounds)Proven
    
    
    719.99
    
    
    
    0.27
    
    
    
    0.65
    
    
    
    4,303
    
    
    
    10,376Probable
    
    
    701.42
    
    
    
    0.19
    
    
    
    0.47
    
    
    
    2,972
    
    
    
    7,198Proven + Probable
    
    
    1,421.41
    
    
    
    0.25
    
    
    
    0.57
    
    
    
    7,275
    
    
    
    17,575
 
 (1)
    
    All Mineral Reserves have been calculated in accordance with the CIM Standards.(2)
    
    The Mineral Reserves for the Peñasquito Mine set out in the table above have been estimated
by Peter Nahan, AusIMM.,Goldcorp,who is a qualified persons under NI 43-101. The Mineral
Reserves are classified as proven and probable, and are based on the CIM Standards. See
Description of the Business  Mineral Properties  Mexico  Peñasquito Mine, Mexico 
Mineral Reserve and Mineral Resource Estimates for further details.(3)
    
    Numbers may not add up due to rounding. Mineral Resource Estimates
 Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred
Resources
 United States investors
are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will
ever be converted into Mineral Reserves. United States investors are also cautioned not to assume
that all or any part of an Inferred Mineral Resource exists, or is economically or legally
mineable.
  Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources (1)(7)(8)  (excluding Proved/Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams 
per tonne)
    
    (grams 
per tonne)
    
    (%)
    
    (millions of 
ounces)
    
    (millions of 
ounces)
    
    (millions of 
pounds)Red Lake Gold Mines (2)
    
    Measured
    
    
    1.61
    
    
    
    17.35
    
    
    
    
    
    
    
    
    
    
    
    0.90
    
    
    
    
    
    
    
    Indicated
    
    
    3.83
    
    
    
    11.87
    
    
    
    
    
    
    
    
    
    
    
    1.46
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    5.44
    
    
    
    13.49
    
    
    
    
    
    
    
    
    
    
    
    2.36
    
    
    
    
    
    
    
    Inferred
    
    
    3.23
    
    
    
    16.77
    
    
    
    
    
    
    
    
    
    
    
    1.74
    
    
    
    
    
    
    
    Porcupine Mine
    
    Measured
    
    
    17.56
    
    
    
    1.65
    
    
    
    
    
    
    
    
    
    
    
    0.93
    
    
    
    
    
    
    
    Indicated
    
    
    72.25
    
    
    
    1.35
    
    
    
    
    
    
    
    
    
    
    
    3.13
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    89.81
    
    
    
    1.41
    
    
    
    
    
    
    
    
    
    
    
    4.06
    
    
    
    
    
    
    
    Inferred
    
    
    7.84
    
    
    
    3.34
    
    
    
    
    
    
    
    
    
    
    
    0.84
    
    
    
    
    
    
    
    Musselwhite Mine
    
    Measured
    
    
    0.11
    
    
    
    4.88
    
    
    
    
    
    
    
    
    
    
    
    0.02
    
    
    
    
    
    
    
    Indicated
    
    
    0.88
    
    
    
    6.12
    
    
    
    
    
    
    
    
    
    
    
    0.17
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    0.99
    
    
    
    5.98
    
    
    
    
    
    
    
    
    
    
    
    0.19
    
    
    
    
    
    
    
    Inferred
    
    
    4.59
    
    
    
    5.76
    
    
    
    
    
    
    
    
    
    
    
    0.85
    
    
    
    
    
    
    
    
 - 19 -




---



##### 



Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams 
per tonne)
    
    (grams 
per tonne)
    
    (%)
    
    (millions of 
ounces)
    
    (millions of 
ounces)
    
    (millions of 
pounds)Marigold Mine
    
    Measured
    
    
    2.45
    
    
    
    0.55
    
    
    
    
    
    
    
    
    
    
    
    0.04
    
    
    
    
    
    
    
    (Goldcorps 66 2⁄3%
    
    Indicated
    
    
    46.25
    
    
    
    0.49
    
    
    
    
    
    
    
    
    
    
    
    0.73
    
    
    
    
    
    
    
    interest)
    
    Measured + Indicated
    
    
    48.70
    
    
    
    0.49
    
    
    
    
    
    
    
    
    
    
    
    0.77
    
    
    
    
    
    
    
    Inferred
    
    
    28.19
    
    
    
    0.48
    
    
    
    
    
    
    
    
    
    
    
    0.43
    
    
    
    
    
    
    
    Wharf Mine
    
    Measured
    
    
    3.08
    
    
    
    0.93
    
    
    
    5.60
    
    
    
    
    
    
    
    0.09
    
    
    
    0.55
    
    
    
    Indicated
    
    
    3.20
    
    
    
    0.94
    
    
    
    5.20
    
    
    
    
    
    
    
    0.10
    
    
    
    0.54
    
    
    
    Measured + Indicated
    
    
    6.28
    
    
    
    0.93
    
    
    
    5.4
    
    
    
    
    
    
    
    0.19
    
    
    
    1.09
    
    
    
    Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Éléonore Project
    
    Measured
    
    
    0.14
    
    
    
    10.01
    
    
    
    
    
    
    
    
    
    
    
    0.04
    
    
    
    
    
    
    
    Indicated
    
    
    1.23
    
    
    
    11.05
    
    
    
    
    
    
    
    
    
    
    
    0.44
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    1.36
    
    
    
    10.95
    
    
    
    
    
    
    
    
    
    
    
    0.48
    
    
    
    
    
    
    
    Inferred
    
    
    12.25
    
    
    
    10.60
    
    
    
    
    
    
    
    
    
    
    
    4.17
    
    
    
    
    
    
    
    Dee/South Arturo Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Goldcorps 40%
    
    Indicated
    
    
    9.70
    
    
    
    1.48
    
    
    
    8.72
    
    
    
    
    
    
    
    0.46
    
    
    
    2.72
    
    
    
    interest)
    
    Measured + Indicated
    
    
    9.70
    
    
    
    1.48
    
    
    
    8.72
    
    
    
    
    
    
    
    0.46
    
    
    
    2.72
    
    
    
    Inferred
    
    
    4.22
    
    
    
    0.62
    
    
    
    4.1
    
    
    
    
    
    
    
    0.08
    
    
    
    0.55
    
    
    
    Los Filos Mine
    
    Measured
    
    
    13.00
    
    
    
    0.69
    
    
    
    4.01
    
    
    
    
    
    
    
    0.29
    
    
    
    1.68
    
    
    
    Indicated
    
    
    125.12
    
    
    
    0.48
    
    
    
    5.43
    
    
    
    
    
    
    
    1.91
    
    
    
    21.85
    
    
    
    Measured + Indicated
    
    
    138.12
    
    
    
    0.50
    
    
    
    5.3
    
    
    
    
    
    
    
    2.20
    
    
    
    23.53
    
    
    
    Inferred
    
    
    224.43
    
    
    
    0.53
    
    
    
    6.0
    
    
    
    
    
    
    
    3.82
    
    
    
    43.57
    
    
    
    El Sauzal Mine
    
    Measured
    
    
    1.04
    
    
    
    0.95
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    Indicated
    
    
    2.19
    
    
    
    1.25
    
    
    
    
    
    
    
    
    
    
    
    0.09
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    3.23
    
    
    
    1.15
    
    
    
    
    
    
    
    
    
    
    
    0.12
    
    
    
    
    
    
    
    Inferred
    
    
    0.03
    
    
    
    1.53
    
    
    
    
    
    
    
    
    
    
    
    0.00
    
    
    
    
    
    
    
    Peñasquito Mine (3)
    
    Measured
    
    
    32.23
    
    
    
    0.25
    
    
    
    23.51
    
    
    
    
    
    
    
    0.26
    
    
    
    24.36
    
    
    
    Mill
    
    Indicated
    
    
    248.38
    
    
    
    0.27
    
    
    
    30.81
    
    
    
    
    
    
    
    2.14
    
    
    
    246.02
    
    
    
    Measured + Indicated
    
    
    280.60
    
    
    
    0.27
    
    
    
    30.0
    
    
    
    
    
    
    
    2.40
    
    
    
    270.38
    
    
    
    Inferred
    
    
    40.79
    
    
    
    0.17
    
    
    
    30.8
    
    
    
    
    
    
    
    0.22
    
    
    
    40.41
    
    
    
    Peñasquito Mine (3)
    
    Measured
    
    
    0.23
    
    
    
    0.18
    
    
    
    11.14
    
    
    
    
    
    
    
    0.00
    
    
    
    0.08
    
    
    
    Heap Leach
    
    Indicated
    
    
    3.83
    
    
    
    0.18
    
    
    
    15.84
    
    
    
    
    
    
    
    0.02
    
    
    
    1.95
    
    
    
    Measured + Indicated
    
    
    4.06
    
    
    
    0.18
    
    
    
    15.6
    
    
    
    
    
    
    
    0.02
    
    
    
    2.03
    
    
    
    Inferred
    
    
    1.74
    
    
    
    0.12
    
    
    
    14.5
    
    
    
    
    
    
    
    0.01
    
    
    
    0.81
    
    
    
    Cerro Negro Project(4)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    9.43
    
    
    
    8.77
    
    
    
    61.80
    
    
    
    
    
    
    
    2.66
    
    
    
    18.74
    
    
    
    Measured + Indicated
    
    
    9.43
    
    
    
    8.77
    
    
    
    61.80
    
    
    
    
    
    
    
    2.66
    
    
    
    18.74
    
    
    
    Inferred
    
    
    4.51
    
    
    
    4.97
    
    
    
    32.3
    
    
    
    
    
    
    
    0.72
    
    
    
    4.69
    
    
    
    Marlin Mine (5)
    
    Measured
    
    
    0.32
    
    
    
    1.49
    
    
    
    86.80
    
    
    
    
    
    
    
    0.02
    
    
    
    0.89
    
    
    
    Indicated
    
    
    0.60
    
    
    
    1.94
    
    
    
    74.60
    
    
    
    
    
    
    
    0.04
    
    
    
    1.44
    
    
    
    Measured + Indicated
    
    
    0.92
    
    
    
    1.78
    
    
    
    78.8
    
    
    
    
    
    
    
    0.05
    
    
    
    2.34
    
    
    
    Inferred
    
    
    0.88
    
    
    
    3.31
    
    
    
    193.9
    
    
    
    
    
    
    
    0.09
    
    
    
    5.48
    
    
    
    Pueblo Viejo Project (6)
    
    Measured
    
    
    1.63
    
    
    
    2.04
    
    
    
    13.47
    
    
    
    0.10
    
    
    
    0.11
    
    
    
    0.71
    
    
    
    4(Goldcorps 40%
    
    Indicated
    
    
    56.92
    
    
    
    2.01
    
    
    
    11.74
    
    
    
    0.08
    
    
    
    3.68
    
    
    
    21.48
    
    
    
    103interest)
    
    Measured + Indicated
    
    
    58.55
    
    
    
    2.01
    
    
    
    11.8
    
    
    
    0.08
    
    
    
    3.78
    
    
    
    22.18
    
    
    
    106Inferred
    
    
    3.14
    
    
    
    2.20
    
    
    
    18.1
    
    
    
    0.10
    
    
    
    0.22
    
    
    
    1.83
    
    
    
    7El Morro Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Goldcorps 70%
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    interest)
    
    Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Inferred
    
    
    96.29
    
    
    
    0.99
    
    
    
    
    
    
    
    70.0
    
    
    
    3.06
    
    
    
    
    
    
    
    1,486Cerro Blanco Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    2.52
    
    
    
    15.64
    
    
    
    72.00
    
    
    
    
    
    
    
    1.27
    
    
    
    5.80
    
    
    
    Measured + Indicated
    
    
    2.52
    
    
    
    15.64
    
    
    
    72.0
    
    
    
    
    
    
    
    1.27
    
    
    
    5.80
    
    
    
    Inferred
    
    
    1.35
    
    
    
    15.31
    
    
    
    59.6
    
    
    
    
    
    
    
    0.67
    
    
    
    2.60
    
    
    
    Noche Buena Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    71.75
    
    
    
    0.42
    
    
    
    14.06
    
    
    
    
    
    
    
    0.96
    
    
    
    32.44
    
    
    
    Measured + Indicated
    
    
    71.75
    
    
    
    0.42
    
    
    
    14.1
    
    
    
    
    
    
    
    0.96
    
    
    
    32.44
    
    
    
    Inferred
    
    
    17.67
    
    
    
    0.42
    
    
    
    13.9
    
    
    
    
    
    
    
    0.24
    
    
    
    7.91
    
    
    
    San Nicolas Project
    
    Measured
    
    
    0.40
    
    
    
    0.96
    
    
    
    46.54
    
    
    
    0.73
    
    
    
    0.01
    
    
    
    0.59
    
    
    
    7(Goldcorps 21% interest)
    
    Indicated
    
    
    16.40
    
    
    
    0.47
    
    
    
    28.59
    
    
    
    1.34
    
    
    
    0.25
    
    
    
    15.07
    
    
    
    485Measured + Indicated
    
    
    16.79
    
    
    
    0.48
    
    
    
    29.0
    
    
    
    1.33
    
    
    
    0.26
    
    
    
    15.76
    
    
    
    491Inferred
    
    
    1.47
    
    
    
    0.37
    
    
    
    23.8
    
    
    
    1.28
    
    
    
    0.02
    
    
    
    1.13
    
    
    
    41
 - 20 -




---



##### 



Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams 
per tonne)
    
    (grams 
per tonne)
    
    (%)
    
    (millions of 
ounces)
    
    (millions of 
ounces)
    
    (millions of 
pounds)Camino Rojo Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    163.39
    
    
    
    0.65
    
    
    
    11.56
    
    
    
    
    
    
    
    3.44
    
    
    
    60.70
    
    
    
    Measured + Indicated
    
    
    163.39
    
    
    
    0.65
    
    
    
    11.6
    
    
    
    
    
    
    
    3.44
    
    
    
    60.70
    
    
    
    Inferred
    
    
    31.03
    
    
    
    0.55
    
    
    
    7.63
    
    
    
    
    
    
    
    0.55
    
    
    
    7.61
    
    
    
    Cochenour Deposit
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Inferred
    
    
    7.61
    
    
    
    11.04
    
    
    
    
    
    
    
    
    
    
    
    2.70
    
    
    
    
    
    
    
    Total
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.74
    
    
    
    28.9
    
    
    
    10Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22.94
    
    
    
    428.7
    
    
    
    588Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25.68
    
    
    
    457.6
    
    
    
    598Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20.45
    
    
    
    116.60
    
    
    
    1,534
 
 (1)
    
    All Mineral Resources have been calculated in accordance with the CIM Standards or the JORC
Code. The JORC Code has been accepted for current disclosure rules in Canada under NI 43-101.
All Mineral Resources have been reported as of December 31, 2010.(2)
    
    The Mineral Resources for Red Lake Gold Mines set out in the table above have been estimated
by Chris Osiowy, P.Geo., Red Lake Gold Mines, who is a qualified person under NI 43-101. The
Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM
Standards. See Description of the Business  Mineral Properties  Canada and the United
States  Red Lake Gold Mines, Ontario  Mineral Reserve and Mineral Resource Estimates for
further details.(3)
    
    The Mineral Resources for the Peñasquito Mine set out in the table above have been estimated
by Guillermo Pareja, P.Geo., Manager Resource Evaluation, Goldcorp, who is a qualified person
under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred,
and are based on the CIM Standards. See Description of the Business  Mineral Properties 
Mexico  Peñasquito Mine, Mexico  Mineral Reserve and Mineral Resource Estimates for
further details.(4)
    
    The Mineral Resources for the Cerro Negro Project set out in the table above have been
estimated by Maryse Belanger, P. Geo, Director Technical Services, Goldcorp, who is a
qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated
and inferred, and are based on the CIM Standards. See Description of the Business  Mineral
Properties  Central and South America  Cerro Negro Project, Argentina  Mineral Reserve
and Mineral Resource Estimates for further details.(5)
    
    The Mineral Resources for the Marlin Mine set out in the table above have been estimated by
Andrew S. Tripp, P.Eng., Marlin Mine, who is a qualified person under NI 43-101. The Mineral
Resources are classified as measured, indicated and inferred, and are based on the CIM
Standards. See Description of the Business  Mineral Properties  Central and South
America  Marlin Mine, Guatemala  Mineral Reserve and Mineral Resource Estimates for
further details.(6)
    
    The Mineral Resources for the Pueblo Viejo Project set out in the table above have been
reviewed and confirmed by Patrick Stephenson, P.Geo., Principal
Geologist, Regional Manager and Director, AMC Mining Consultants (Canada) Ltd.,
who is a qualified person under NI 43-101. See Description of the Business  Mineral
Properties  Central and South America  Pueblo Viejo Project, Dominican Republic  Mineral
Reserve and Mineral Resource Estimates for further details.(7)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability. Inferred Mineral Resources have a great amount of
uncertainty as to their existence and as to whether they can be mined legally or economically.
It cannot be assured that all or part of the Inferred Mineral Resources will ever be upgraded
to a higher category.(8)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Lead and Zinc Mineral Resources (1)(3)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Lead
    
    Zinc
    
    Lead
    
    Zinc(millions)
    
    (%)
    
    (%)
    
    (millions of pounds)
    
    (millions of 
pounds)Peñasquito Mine (2)
    
    Measured
    
    
    32.23
    
    
    
    0.27
    
    
    
    0.67
    
    
    
    195
    
    
    
    479Mill
    
    Indicated
    
    
    248.38
    
    
    
    0.31
    
    
    
    1.05
    
    
    
    1,690
    
    
    
    5,769Measured + Indicated
    
    
    280.60
    
    
    
    0.30
    
    
    
    1.01
    
    
    
    1,886
    
    
    
    6,248Inferred
    
    
    40.79
    
    
    
    0.18
    
    
    
    0.38
    
    
    
    165
    
    
    
    346Camino Rojo Project
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    163.39
    
    
    
    0.19
    
    
    
    0.37
    
    
    
    695
    
    
    
    1.339Measured + Indicated
    
    
    163.39
    
    
    
    0.19
    
    
    
    0.37
    
    
    
    695
    
    
    
    1,339Inferred
    
    
    31.03
    
    
    
    0.09
    
    
    
    0.31
    
    
    
    65
    
    
    
    215
 - 21 -




---



##### 



Grade

    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    

    Lead
    

    Zinc
    

    Lead
    

    Zinc(millions)
    

    (%)
    

    (%)

    
    (millions of 
pounds)
    

    (millions of 
pounds)San Nicolas Project
    
    Measured
    
    
    0.40
    
    
    
    
    
    
    
    3.60
    
    
    
    
    
    
    
    31Indicated
    
    
    16.40
    
    
    
    
    
    
    
    1.80
    
    
    
    
    
    
    
    651Measured + Indicated
    
    
    16.79
    
    
    
    
    
    
    
    0.02
    
    
    
    
    
    
    
    682Inferred
    
    
    1.47
    
    
    
    
    
    
    
    1.43
    
    
    
    
    
    
    
    47Total
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    195
    
    
    
    510Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,385
    
    
    
    7,759Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,580
    
    
    
    8,269Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    229
    
    
    
    608
 
 (1)
    
    All Mineral Resources have been calculated in accordance with the CIM Standards.(2)
    
    The Mineral Resources for the Peñasquito Mine set out in the table above have been estimated
by Guillermo Pareja, P.Geo., Manager Resource Evaluation, Goldcorp who is a qualified person
under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred,
and are based on the CIM Standards. See Description of the Business  Mineral Properties 
Mexico  Peñasquito Mine, Mexico  Mineral Reserve and Mineral Resource Estimates for
further details.(3)
    
    Numbers may not add up due to rounding. Mineral Properties
 CANADA AND THE UNITED STATES
  RED LAKE GOLD MINES, CANADA
 www.sedar.com
 Project Description and Location
   - 22 -




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
    History
  - 23 -




---



##### 



th
   - 24 -




---



##### 



Geological Setting
    - 25 -




---



##### 



Exploration
   Mineralization
     - 26 -




---



##### 



Drilling
 Surface Drilling
  - 27 -




---



##### 



Sampling and Analysis
     - 28 -




---



##### 



Data Verification
 ®
 Security of Samples
  Red Lake and Campbell Complexes
  Year
    
    
    
    Percentage of SamplesLab Name
    
    From
    
    To
    
    Types of samples
    
    2008
    
    2009
    
    2010
    
    Three Year TotalAccurrassay
Laboratories Ltd.
    
    
    2008
    
    
    Present
    
    All surface core and
some exploration
    
    
    29.6
    
    
    
    18.3
    
    
    
    32.8
    
    
    
    27.3Activation
Laboratories Ltd.
    
    
    2009
    
    
    Present
    
    Some exploration samples
    
    
    
    
    
    
    4.1
    
    
    
    0.2
    
    
    
    1.3ALS Chemex
    
    
    1996
    
    
    
    2008
    
    
    Exploration and surface
samples
    
    
    10.9
    
    
    
    
    
    
    
    
    
    
    
    3.8Campbell Lab
    
    
    1949
    
    
    Present
    
    Campbell Complex Mine
production samples and
most definition
    
    
    26.9
    
    
    
    42
    
    
    
    46.5
    
    
    
    38.3Goldcorp Lab
    
    
    1949
    
    
    
    1996
    
    
    Mine production samples
and all coreSGS Canada Inc.
    
    
    1996
    
    
    Present
    
    Red Lake Complex Mine
production samples and
some exploration and
definition samples
    
    
    32.7
    
    
    
    35.6
    
    
    
    20.6
    
    
    
    29.3TSL Laboratories
    
    
    2000
    
    
    
    2005
    
    
    Exploration samples
 - 29 -




---



##### 



Cochenour Project
     - 30 -




---



##### 



Mineral Resource and Mineral Reserve Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)
 Category
    
    Tonnes
    
    Grade
    
    Contained Metal(millions)
    
    (grams per tonne)
    
    (millions of ounces)Proven
    
    
    2.08
    
    
    
    16.54
    
    
    
    1.11Probable
    
    
    7.86
    
    
    
    11.92
    
    
    
    3.01Proven + Probable
    
    
    9.94
    
    
    
    12.89
    
    
    
    4.12
 
 (1)
    
    The Mineral Reserves for Red Lake Gold Mines set out in the table above have been estimated
by Stephane Blais, P.Eng., Red Lake Gold Mines, who is a qualified person under NI 43-101. The
Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.(2)
    
    Based on a gold price of $950 per ounce, an exchange rate of 1.10 and using an economic
function that includes variable operations costs and metallurgical recoveries.(3)
    
    The estimated metallurgical recovery rate is 96.5% for the operation as a whole.(4)
    
    Global cut off grade of 7.50 grams per tonne (0.22 ounces per tonne) and marginal cut off
grade of 5.59 grams per tonne (0.15 ounces per tonne) used as economic indicators only.(5)
    
    Numbers may not add up due to rounding.(6)
    
    To date, no Mineral Reserves have been prepared or disclosed for Cochenour.  Measured and Indicated Mineral Resources (1)(2)(3)(4)(6)  (excluding Proven and Probable Mineral Reserves)
 Deposit
    
    Category
    
    Tonnes
    
    Grade
    
    Contained Metal(millions)
    
    (grams per tonne)
    
    (millions of ounces)Red Lake Gold Mines
    
    Measured
    
    
    1.61
    
    
    
    17.35
    
    
    
    0.90Indicated
    
    
    3.83
    
    
    
    11.87
    
    
    
    1.46Measured + Indicated
    
    
    5.44
    
    
    
    13.49
    
    
    
    2.36Inferred
    
    
    3.23
    
    
    
    16.77
    
    
    
    1.74Cochenour Deposit(5)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    Inferred
    
    
    7.61
    
    
    
    11.04
    
    
    
    2.70
 
 (1)
    
    The Mineral Resources for Red Lake Gold Mines and the Cochenour Deposit set out in the
table above have been estimated by Chris Osiowy, P.Geo., Red Lake Gold Mines, who is a
qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated
and inferred, and are based on the CIM Standards.(2)
    
    Based on a gold price of $1,100 per ounce and an exchange rate of 1.05.(3)
    
    Mineral resources are reported using variable cut-off grades depending on the mineralization
type and zone; The in situ block model has been diluted to minimum horizontal widths of 2.1
metres (7 feet).(4)
    
    Mineral Resources are exclusive of Mineral Reserves. Mineral Resources are not known with the
same degree of certainty as Mineral Reserves and do not have demonstrated economic viability.(5)
    
    The Inferred Mineral Resources for Cochenour are calculated using a top cap grade of 200
grams per tonne gold and a lower cut-off of 4 grams per tonne gold.(6)
    
    Numbers may not add up due to rounding.  - 31 -




---



##### 



Mining Operations
   Exploration and Development
    MEXICO
  PEÑASQUITO MINE, MEXICO
  - 32 -




---



##### 



www.sedar.com
 Property Description and Location
       Accessibility, Climate, Local Resources, Infrastructure and Physiography
   - 33 -




---



##### 



History
     - 34 -




---



##### 



Geological Setting
 Regional Geology
   Local Geology
  Property Geology
  - 35 -




---



##### 



Exploration
      - 36 -




---



##### 



Mineralization
   Drilling
     Geotechnical Drilling
    Geological Logging
  - 37 -




---



##### 



Collar Surveys
  Downhole Surveys
  Deposit Drilling
  Blasthole Drilling
   Sampling and Analysis
      - 38 -




---



##### 



.
  Security of Samples
     - 39 -




---



##### 



Mineral Resource and Mineral Reserve Estimates
  Proven and Probable Mineral Reserves (1)(2)(5)(6)(7)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Lead
    
    Zinc
    
    Gold
    
    Silver
    
    Lead
    
    Zinc(millions)
    
    (grams per tonne)
    
    (grams 
per tonne)
    
    (%)
    
    (%)
    
    (millions 
of ounces)
    
    (millions 
of ounces)
    
    (millions 
of pounds)
    
    (millions 
of pounds)Peñasquito Mine
    
    Proven
    
    
    719.99
    
    
    
    0.51
    
    
    
    27.0
    
    
    
    0.27
    
    
    
    0.65
    
    
    
    11.88
    
    
    
    625.69
    
    
    
    4,303
    
    
    
    10,376Mill (3)
    
    Probable
    
    
    701.42
    
    
    
    0.28
    
    
    
    19.6
    
    
    
    0.19
    
    
    
    0.47
    
    
    
    6.29
    
    
    
    443.03
    
    
    
    2,972
    
    
    
    7,198Proven + Probable
    
    
    1,421.41
    
    
    
    0.40
    
    
    
    23.4
    
    
    
    0.25
    
    
    
    0.57
    
    
    
    18.17
    
    
    
    1,068.72
    
    
    
    7,275
    
    
    
    17,575Peñasquito Mine
    
    Proven
    
    
    18.69
    
    
    
    0.23
    
    
    
    20.1
    
    
    
    
    
    
    
    
    
    
    
    0.14
    
    
    
    12.07
    
    
    
    
    
    
    
    Heap Leach (4)
    
    Probable
    
    
    49.11
    
    
    
    0.17
    
    
    
    15.5
    
    
    
    
    
    
    
    
    
    
    
    0.26
    
    
    
    24.48
    
    
    
    
    
    
    
    Proven + Probable
    
    
    67.80
    
    
    
    0.18
    
    
    
    16.8
    
    
    
    
    
    
    
    
    
    
    
    0.40
    
    
    
    36.55
    
    
    
    
    
    
    
    
 
 (1)
    
    The Mineral Reserve estimates for the Peñasquito Mine set out in the table above have been
prepared under the supervision of Peter Nahan, AusIMM., Senior Evaluation Engineer for
Goldcorp Inc. who is a qualified person under NI 43-101. The Mineral Reserves are classified
as proven and probable, and are based on the CIM Standards.(2)
    
    Based on a gold price of $950 per ounce, a silver price of $15.00 per ounce, a lead price of
$0.70 per pound and a zinc price of $0.80 per pound.(3)
    
    The estimated metallurgical recovery rate for the Peñasquito Mine (Mill) is 5% to 64% for
gold, 5% to 65% for silver, 63% to 72% for lead and 75% for zinc.(4)
    
    The estimated metallurgical recovery rate the Peñasquito Mine (Heap Leach) is 50% for gold
and 22% to 28% for silver.(5)
    
    Au and Ag cut-off grades above are estimated assuming no contribution from the other metal,
whereas the actual cut-off is based on zero NSR estimations on a block-by-block basis applying
all revenue and associated costs.(6)
    
    Proven and Probable Mineral Reserves are a subset of Measured and Indicated Mineral
Resources.(7)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)(7)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Lead
    
    Zinc
    
    Gold
    
    Silver
    
    Lead
    
    Zinc(millions)
    
    (grams 
per tonne)
    
    (grams 
per tonne)
    
    (%)
    
    (%)
    
    (millions 
of ounces)
    
    (millions 
of ounces)
    
    (millions 
of pounds)
    
    (millions 
of pounds)Peñasquito Mine
    
    Measured
    
    
    32.23
    
    
    
    0.25
    
    
    
    23.51
    
    
    
    0.27
    
    
    
    0.67
    
    
    
    0.26
    
    
    
    24.36
    
    
    
    195
    
    
    
    479Mill
    
    Indicated
    
    
    248.38
    
    
    
    0.27
    
    
    
    30.81
    
    
    
    0.31
    
    
    
    1.05
    
    
    
    2.14
    
    
    
    246.02
    
    
    
    1,690
    
    
    
    5,769Measured + Indicated
    
    
    280.60
    
    
    
    0.27
    
    
    
    30.00
    
    
    
    0.30
    
    
    
    1.01
    
    
    
    2.40
    
    
    
    270.38
    
    
    
    1,886
    
    
    
    6,248Inferred
    
    
    40.79
    
    
    
    0.17
    
    
    
    30.82
    
    
    
    0.18
    
    
    
    0.38
    
    
    
    0.22
    
    
    
    40.41
    
    
    
    165
    
    
    
    346Peñasquito Mine
    
    Measured
    
    
    0.23
    
    
    
    0.18
    
    
    
    11.14
    
    
    
    
    
    
    
    
    
    
    
    0.00
    
    
    
    0.08
    
    
    
    
    
    
    
    Heap Leach
    
    Indicated
    
    
    3.83
    
    
    
    0.18
    
    
    
    15.84
    
    
    
    
    
    
    
    
    
    
    
    0.02
    
    
    
    1.95
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    4.06
    
    
    
    0.18
    
    
    
    15.60
    
    
    
    
    
    
    
    
    
    
    
    0.02
    
    
    
    14.50
    
    
    
    
    
    
    
    Inferred
    
    
    1.74
    
    
    
    0.12
    
    
    
    14.50
    
    
    
    
    
    
    
    
    
    
    
    0.01
    
    
    
    0.81
    
    
    
    
    
    
    
    
 
 (1)
    
    The Mineral Resource estimates for the Peñasquito Mine set out in the table above have been
prepared by Guillermo Pareja, P.Geo., Manager Resource Evaluation for Goldcorp Inc., who is a
qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated
and inferred, and are based on the CIM Standards.(2)
    
    Mineral resources are inclusive of mineral reserves and include dilution.(3)
    
    Mineral Resources are based on a gold price of $1,100 per ounce, a silver price of $17.00 per
ounce, a lead price of $0.85 per pound and a zinc price of $0.90 per pound.(4)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(5)
    
    Numbers may not add up due to rounding.(6)
    
    Mineral resources are reported to a cut-off grade of $0.01 per tonne for open pit Mineral
Resources.(7)
    
    Mineral resources are defined with Lerchs-Grossmann pit shells. - 40 -




---



##### 



Mining Operations
 Mining Method and Metallurgical Process
     Oxide Ore
  Sulphide Ore
   - 41 -




---



##### 



Mine Life and Expected Payback Period
   Markets/Contracts
   Taxes
  Environment
   Exploration and Development
  - 42 -




---



##### 



CENTRAL AND SOUTH AMERICA
  MARLIN MINE, GUATEMALA
 www.sedar.com
 Project Description and Location
     Accessibility, Climate, Local Resources, Infrastructure and Physiography
  - 43 -




---



##### 



History
    Geological Setting
 Regional Geology
    - 44 -




---



##### 



Local Geology
    Property Geology
    - 45 -




---



##### 



Exploration
     Mineralization
    Drilling
  - 46 -




---



##### 



Drill Methods
   - 47 -




---



##### 



Twin Drilling
  Geological Logging
  Collar Surveys
  Down-hole Surveys
  Recovery
  Deposit Drilling
  Blast Hole Drilling
  - 48 -




---



##### 



Underground Drilling
   Sampling and Analysis
 3 4
      - 49 -




---



##### 



Security of Samples
    
   Mineral Reserve and Mineral Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(millions)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (millions of ounces)
    
    (millions of ounces)Proven
    
    
    4.58
    
    
    
    5.08
    
    
    
    137.0
    
    
    
    0.75
    
    
    
    20.16Probable
    
    
    4.63
    
    
    
    5.25
    
    
    
    269.4
    
    
    
    0.78
    
    
    
    40.14Proven + Probable
    
    
    9.21
    
    
    
    5.17
    
    
    
    203.6
    
    
    
    1.53
    
    
    
    60.30
 
 (1)
    
    The Mineral Reserves for the Marlin Mine set out in the table above have been estimated by
Andrew S. Tripp, P.Eng., Marlin Mine, who is a qualified person under NI 43-101.(2)
    
    Based on a gold price of $950 per ounce and a silver price of $15.00 per ounce.(3)
    
    The life-of-mine metallurgical recoveries are projected to be 95% for gold and 85% for
silver.(4)
    
    Numbers may not add up due to rounding(5)
    
    Cutoff grades for open pit are 0.93 g/t Au. Cutoff grades for Marlin and West Vero UG are
3.23 g/t AuEQ. Cutoff grades used for La Hamaca are 5.0 g/t AuEQ. Equivalency used for
Marlin and West Vero is 71:1 and 60:1 for La Hamaca. - 50 -




---



##### 



Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)(7)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(millions)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (millions of ounces)
    
    (millions of ounces)Measured
    
    
    0.32
    
    
    
    1.49
    
    
    
    86.80
    
    
    
    0.02
    
    
    
    0.89Indicated
    
    
    0.60
    
    
    
    1.94
    
    
    
    74.60
    
    
    
    0.04
    
    
    
    1.44Measured + Indicated
    
    
    0.92
    
    
    
    1.78
    
    
    
    78.80
    
    
    
    0.05
    
    
    
    2.34Inferred
    
    
    0.88
    
    
    
    3.31
    
    
    
    193.90
    
    
    
    0.09
    
    
    
    5.48
 
 (1)
    
    The Mineral Resources for the Marlin Mine set out in the table above have been estimated by
Andrew S. Tripp, P.Eng., Marlin Mine, who is a qualified person under NI 43-101.(2)
    
    Based on a gold price of $1,100 per ounce and a silver price of $17.00 per ounce.(3)
    
    Numbers may not add up due to rounding.(4)
    
    Mineral resources are exclusive of mineral reserves and do not include dilution(5)
    
    Mineral resources that are not mineral reserves do not have demonstrated economic viability(6)
    
    Mineral resources are defined within Lerchs-Grossman pit shells or have been confined using
appropriate underground mining constraints(7)
    
    Cutoff grades for open pit are 0.80 g/t Au. Cutoff grades for Marlin and West Vero UG are
2.79 g/t AuEQ. Cutoff grades used for La Hamaca are 5.0 g/t AuEQ. Equivalency used for
Marlin and West Vero is 71:1 and 60:1 for La Hamaca Mining Operations
 Description of Open Pit Operations
   - 51 -




---



##### 



Exploration and Development
    PUEBLO VIEJO PROJECT, DOMINICAN REPUBLIC
  www.sedar.com
 - 52 -




---



##### 



Property Description and Location
    Accessibility, Climate, Local Resources, Infrastructure and Physiography
    - 53 -




---



##### 



History
   - 54 -




---



##### 



Geological Setting
 Regional Geology
 The Pueblo Viejo Project is hosted by the Lower Cretaceous Los Ranchos Formation, a series of
volcanic and volcaniclastic rocks that extend across the eastern half of the Dominican Republic,
generally striking northwest and dipping southwest. The Los Ranchos Formation consists of a lower
complex of pillowed basalt, basaltic andesite flows, dacitic flows, tuffs, and intrusions, overlain
by volcaniclastic sedimentary rocks, and interpreted to be a Lower Cretaceous intraoceanic island
arc. The unit has undergone extensive seawater metamorphism
 - 55 -




---



##### 



(spilitization), and lithologies have
been referred to as spilite (basaltic-andesite) and keratophyre (dacite).
 Local Geology
  Property Geology
    Exploration
  - 56 -




---



##### 



Mineralization
     The Moore Deposit
    - 57 -




---



##### 



The Monte Negro Deposit
    Drilling
    - 58 -




---



##### 



Sampling and Analysis
 th
   Security of Samples
  - 59 -




---



##### 



Mineral Resource and Mineral Reserve Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (%)
    
    (millions of ounces)
    
    (millions of ounces)
    
    (millions of pounds)Proven
    
    
    5.36
    
    
    
    3.32
    
    
    
    21.9
    
    
    
    0.12
    
    
    
    0.57
    
    
    
    3.78
    
    
    
    14Probable
    
    
    96.50
    
    
    
    2.87
    
    
    
    17.8
    
    
    
    0.09
    
    
    
    8.89
    
    
    
    55.14
    
    
    
    199Proven + Probable
    
    
    101.86
    
    
    
    2.89
    
    
    
    18.0
    
    
    
    0.09
    
    
    
    9.46
    
    
    
    58.92
    
    
    
    213
 
 (1)
    
    The Mineral Reserves for Pueblo Viejo Project set out in the table above have been reviewed
and confirmed by Herbert A. Smith, P.Eng., Principal Mining Engineer, AMC Mining Consultants
(Canada) Ltd., who is a qualified person under NI 43-101. The Mineral Reserves are classified
as proven and probable, and are based on the CIM Standards.(2)
    
    Based on a gold price of $975 per ounce, a silver price of $15.50 per ounce, and a copper
price of $2.00 per pound.(3)
    
    Lower cut-off is determined on a block revenue basis and equates to around 1.6 to 1.7 grams per
tonne gold.(4)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources (1)(2)(3)(4)(5)
 (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Gold
    
    Silver
    
    Copper(millions)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (%)
    
    (millions
of ounces)
    
    (millions of ounces)
    
    (millions of pounds)Measured
    
    
    1.63
    
    
    
    2.04
    
    
    
    13.47
    
    
    
    0.10
    
    
    
    0.11
    
    
    
    0.71
    
    
    
    4Indicated
    
    
    56.92
    
    
    
    2.01
    
    
    
    11.74
    
    
    
    0.08
    
    
    
    3.68
    
    
    
    21.48
    
    
    
    103Measured + Indicated
    
    
    58.55
    
    
    
    2.01
    
    
    
    11.80
    
    
    
    0.08
    
    
    
    3.78
    
    
    
    22.18
    
    
    
    106Inferred
    
    
    3.14
    
    
    
    2.20
    
    
    
    18.14
    
    
    
    0.10
    
    
    
    0.22
    
    
    
    1.83
    
    
    
    7
 
 (1)
    
    The Mineral Resources for Pueblo Viejo Project set out in the table above have been
reviewed and confirmed by Patrick Stephenson, P.Geo., Principal
Geologist, Regional Manager and Director, AMC Mining Consultants (Canada) Ltd.,
who is a qualified person under NI 43-101. The Mineral Resources are classified as measured,
indicated and inferred, and are based on the CIM Standards.(2)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(3)
    
    Based on a gold price of $1,100 per ounce, a silver price of $16.50 per ounce and a copper
price of $2.50 per pound.(4)
    
    Lower cut-off is determined on a block revenue basis and equates to around 1.2 to 1.5 grams per
tonne gold.(5)
    
    Numbers may not add up due to rounding. - 60 -




---



##### 



Mining
and Processing Operations
        - 61 -




---



##### 



CERRO NEGRO PROJECT, ARGENTINA
 www.sedar.com
 Project Description and Location
     - 62 -




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
     History
   - 63 -




---



##### 



Geological Setting
 Regional Geology
  Local Geology
  Property Geology
   - 64 -




---



##### 



Exploration
        - 65 -




---



##### 



Mineralization
       - 66 -




---



##### 



Drilling
    Sampling and Analysis
   - 67 -




---



##### 



- 68 -




---



##### 



Security of Samples
    Mineral Reserve and Mineral Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(millions)
    
    (grams per
 tonne)
    
    (grams per 
tonne)
    
    (millions 
of
ounces)
    
    (millions of ounces)Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Probable
    
    
    7.14
    
    
    
    9.03
    
    
    
    89.3
    
    
    
    2.07
    
    
    
    20.50Proven + Probable
    
    
    7.14
    
    
    
    9.03
    
    
    
    89.3
    
    
    
    2.07
    
    
    
    20.50
 
 (1)
    
    The Mineral Reserves for the Cerro Negro Project set out in the table above have been
estimated by Sophie Bergeron, eng., Senior Mining Engineer, Goldcorp, who is a qualified
person under NI 43-101. The Mineral Reserves are classified as proven and probable, and are
based on the CIM Standards.(2)
    
    Based on a gold price of $850 per ounce and a silver price of $14 per ounce.(3)
    
    The estimated metallurgical recovery rate is 93.5% to 96.4% for gold and 85% to 92.7% for
silver.(4)
    
    Numbers may not add up due to rounding. - 69 -




---



##### 



Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(million)
    
    (grams per 
tonne)
    
    (grams per 
tonne)
    
    (millions 
of ounces)
    
    (millions 
of ounces)Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    9.43
    
    
    
    8.77
    
    
    
    61.80
    
    
    
    2.66
    
    
    
    18.74Measured + Indicated
    
    
    9.43
    
    
    
    8.77
    
    
    
    61.80
    
    
    
    2.66
    
    
    
    18.74Inferred
    
    
    4.51
    
    
    
    4.97
    
    
    
    32.30
    
    
    
    0.72
    
    
    
    4.69
 
 (1)
    
    The Mineral Resources for the Cerro Negro Project set out in the table above have been
estimated by Maryse Belanger, P. Geo, Director Technical Services, Goldcorp, who is a
qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated
and inferred, and are based on the CIM Standards.(2)
    
    Based on a gold price of $1,100 per ounce and a silver price of $17.00 per ounce.(3)
    
    The cut-off grade for Vein Zone is 0.5 grams per tonne of gold equivalent. The cut-off grade
for the underground deposits is three grams per tonne of gold equivalent.(4)
    
    Mineral Resources are not known with the same degree of certainty as mineral reserves and do
not have demonstrated economic viability.(5)
    
    Numbers may not add up due to rounding. Mining Operations
      - 70 -




---



##### 



Exploration and Development
   - 71 -




---



##### 



RISK FACTORS
  Exploration, Development and Operating Risk
       - 72 -




---



##### 



Commodity Prices
    Need for Additional Mineral Reserves and Mineral Resources
   Property
    
    Estimated Mine LifeRed Lake Gold Mines
    
    12 yearsPorcupine Mine
    
    14 yearsMusselwhite Mine
    
    18 yearsMarigold Mine
    
    11 yearsWharf Mine
    
    3 yearsEl Sauzal Mine
    
    5 yearsLos Filos Mine
    
    18 yearsAlumbrera Mine
    
    7 yearsMarlin Mine
    
    6 yearsPeñasquito Mine
    
    23 yearsPueblo Viejo Project
    
    30 yearsEl Morro Project
    
    17 yearsCerro Negro Project
    
    10 years
 - 73 -




---



##### 



a.
    
    the conversion of existing Mineral Resources to Mineral Reserves; orb.
    
    the addition of new Mineral Reserves and new Mineral Resources which are
subsequently converted to Mineral Reserves.
  a.
    
    the inability of these underground mines to drill out all mineralization;b.
    
    the decades-long history in this location of converting Mineral Resources to
Mineral Reserves; andc.
    
    the absence of anything in the geological understanding of the ore bodies
that suggests the past success in converting Mineral Resources to Mineral Reserves
will change.
  Foreign Operations
     Economic and Political Instability in Guatemala
   - 74 -




---



##### 



Economic and Political Instability in Argentina
     - 75 -




---



##### 



Acquisition Strategy
  Human Rights
  Inter-American Commission on Human Rights (Guatemala)
   - 76 -




---



##### 



Competition
  Government Regulation
  Environmental Risks and Hazards
   - 77 -




---



##### 



Current Global Financial Condition
   - 78 -




---



##### 



Exchange Rate Fluctuations
  Commodity Hedging
   Indigenous Peoples
  Permitting
  - 79 -




---



##### 



Climate Change Risks
    Sea level rise:
 Extreme weather events:
 Resource shortages:
 Infrastructure
    
    
    global and regional supply and demand;
    
    political and economic conditions;
    
    problems that can affect local supplies;
    
    delivery; and
    
    relevant regulatory regimes.
 - 80 -




---



##### 



Uncertainty in the Estimation of Ore/Mineral Reserves and Mineral Resources
   Uncertainty Relating to Inferred Mineral Resources
  Indebtedness
   
    
    limiting the Corporations ability to borrow additional amounts for
working capital, capital expenditures, debt service requirements, execution of the
Corporations growth strategy or other purposes;
    
    limiting the Corporations ability to use operating cash flow in other
areas of the business because a portion of these funds must be indicated to service the
debt;
    
    increasing the Corporations vulnerability to general adverse economic and
industry conditions, including increases in interest rates;
    
    limiting the Corporations ability to capitalize on business opportunities
and to react to competitive pressures and adverse changes in government regulation; and
    
    limiting the Corporations ability or increasing the costs to refinance
indebtedness.
 - 81 -




---



##### 



Additional Capital
  Servicing Debt
  Peñasquito Mine Concentrate Transportation and Marketing Risk
  Litigation
  - 82 -




---



##### 



Labour and Employment Matters
  Land Title
    Insurance and Uninsured Risks
  - 83 -




---



##### 



Joint Ventures
 1 2
 Share Prices of Investments
  Subsidiaries
  Market Price of the Corporations Securities
  - 84 -




---



##### 



Key Executives
  Conflicts of Interest
 Business Corporations Act
 Conversion of the Notes
  DIVIDENDS
   - 85 -




---



##### 



DESCRIPTION OF CAPITAL STRUCTURE
  TRADING PRICE AND VOLUME
 Common Shares
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeJanuary 2010
    
    
    44.91
    
    
    
    36.24
    
    
    
    52,018,027February 2010
    
    
    41.28
    
    
    
    35.12
    
    
    
    57,485,862March 2010
    
    
    42.00
    
    
    
    37.34
    
    
    
    60,982,706April 2010
    
    
    44.61
    
    
    
    38.12
    
    
    
    56,001,221May 2010
    
    
    48.18
    
    
    
    42.59
    
    
    
    70,351,407June 2010
    
    
    47.87
    
    
    
    43.46
    
    
    
    58,586,167July 2010
    
    
    44.97
    
    
    
    39.44
    
    
    
    48,825,298August 2010
    
    
    48.18
    
    
    
    39.76
    
    
    
    51,568,187September 2010
    
    
    47.28
    
    
    
    42.35
    
    
    
    65,315,952October 2010
    
    
    46.09
    
    
    
    42.43
    
    
    
    57,726,336November 2010
    
    
    48.96
    
    
    
    44.15
    
    
    
    53,304,254December 2010
    
    
    48.50
    
    
    
    44.72
    
    
    
    64,585,271
  - 86 -




---



##### 



Warrants
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeJanuary 2010
    
    
    7.99
    
    
    
    4.16
    
    
    
    271,591February 2010
    
    
    5.95
    
    
    
    3.85
    
    
    
    238,928March 2010
    
    
    5.94
    
    
    
    4.40
    
    
    
    111,192April 2010
    
    
    6.12
    
    
    
    4.26
    
    
    
    159,060May 2010
    
    
    7.95
    
    
    
    5.38
    
    
    
    153,469June 2010
    
    
    7.31
    
    
    
    5.27
    
    
    
    326,747July 2010
    
    
    6.17
    
    
    
    4.10
    
    
    
    273,567August 2010
    
    
    6.60
    
    
    
    4.10
    
    
    
    262,608September 2010
    
    
    6.16
    
    
    
    4.42
    
    
    
    372,091October 2010
    
    
    5.60
    
    
    
    3.83
    
    
    
    633,457November 2010
    
    
    5.89
    
    
    
    4.49
    
    
    
    451,872December 2010
    
    
    5.40
    
    
    
    3.55
    
    
    
    544,423
  - 87 -




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##### 



DIRECTORS AND OFFICERS
  Name,Province/State and 
Country of Residence
    
    Position(s) with the Corporation
    
    Principal OccupationIan W. Telfer
British Columbia, Canada
    
    Chairman of the Board and a
Director (director since February
2005)
    
    Chairman of the Board of GoldcorpDouglas M. Holtby (1)(3)
British Columbia, Canada
    
    Vice Chairman of the Board and
Lead Director (director since
February 2005)
    
    President and Chief Executive Officer of Arbutus Road
Investments Inc. (a private investment company)Charles A. Jeannes
British Columbia, Canada
    
    President, Chief Executive
Officer and a Director (director
since May 2009)
    
    President and Chief Executive Officer of GoldcorpJohn P. Bell(3)(4)
British Columbia, Canada
    
    Director since February 2005
    
    Independent DirectorLawrence I. Bell (1)(2)
British Columbia, Canada
    
    Director since February 2005
    
    Independent DirectorBeverley A. Briscoe (1)(4)
British Columbia, Canada
    
    Director since April 2006
    
    President of Briscoe Management LimitedPeter J. Dey (2)(3)
Ontario, Canada
    
    Director since June 2006
    
    Chairman of Paradigm Capital Inc.P. Randy Reifel (2) (4)
British Columbia, Canada
    
    Director since November 2006
    
    President of Chesapeake Gold Corp.A. Dan Rovig (2)(4)
Nevada, United States
    
    Director since November 2006
    
    Independent ConsultantKenneth F. Williamson (1)(3)
Ontario, Canada
    
    Director since November 2006
    
    Independent ConsultantDavid Deisley 
British Columbia, Canada
    
    Executive Vice President,
Corporate Affairs and General
Counsel
    
    Executive Vice President, Corporate Affairs and
General Counsel of GoldcorpLindsay A. Hall
British Columbia, Canada
    
    Executive Vice President and
Chief Financial Officer
    
    Executive Vice President and Chief Financial Officer
of GoldcorpTimo Jauristo 
British Columbia, Canada
    
    Executive Vice President,
Corporate Development
    
    Executive Vice President, Corporate Development of
GoldcorpSteve P. Reid
British Columbia, Canada
    
    Executive Vice President and
Chief Operating Officer
    
    Executive Vice President and Chief Operating Officer
of GoldcorpGerard Atkinson 
British Columbia, Canada
    
    Senior Vice President, Human
Resources
    
    Senior Vice President, Human Resources of GoldcorpGeorge Burns 
Ontario, Canada
    
    Senior Vice President, Canada and
United States
    
    Senior Vice President, Canada and United States of
Goldcorp
 - 88 -




---



##### 



Name,Province/State and 
Country of Residence
    
    Position(s) with the Corporation
    
    Principal OccupationBarry Olson 
Washington, United States
    
    Senior Vice President, Project
Development
    
    Senior Vice President, Project Development of GoldcorpCharles Ronkos 
Nevada, United States
    
    Senior Vice President, Exploration
    
    Senior Vice President, Exploration of GoldcorpColette Rustad 
British Columbia, Canada
    
    Senior Vice President, Controller
    
    Senior Vice President, Controller of GoldcorpMark A. Ruus
British Columbia, Canada
    
    Senior Vice President, Tax
    
    Senior Vice President, Tax of GoldcorpCheryl A. Sedestrom
Nevada, United States
    
    Senior Vice President, Metals
Marketing
    
    Senior Vice President, Metals Marketing of GoldcorpJohn Allan 
British Columbia, Canada
    
    Vice President, Sustainable
Development
    
    Vice President, Sustainable Development of GoldcorpDina Aloi 
Ontario, Canada
    
    Vice President, Corporate Social
Responsibility
    
    Vice President, Corporate Social Responsibility of
GoldcorpBrent Bergeron 
Ontario, Canada
    
    Vice President, Corporate Affairs
    
    Vice President, Corporate Affairs of GoldcorpKathy Chan 
British Columbia, Canada
    
    Vice President, Assistant
Controller
    
    Vice President, Assistant Controller of GoldcorpFrank Crema 
British Columbia, Canada
    
    Vice President, Treasurer
    
    Vice President, Treasurer of GoldcorpPaul Farrow 
Ontario, Canada
    
    Vice President, Safety and Health
    
    Vice President, Safety and Health of GoldcorpSalvador Garcia 
Mexico, Mexico
    
    Vice President, Mexico
    
    Vice President, Mexico of GoldcorpRohan Hazelton 
British Columbia, Canada
    
    Vice President, Finance
    
    Vice President, Finance of GoldcorpMark Olson 
British Columbia, Canada
    
    Vice President, Information
Technology
    
    Vice President, Information Technology of GoldcorpDavid Parsons 
British Columbia, Canada
    
    Vice President, Insurance
    
    Vice President, Insurance of GoldcorpAnna M. Tudela 
British Columbia, Canada
    
    Vice President, Regulatory
Affairs and Corporate Secretary
    
    Vice President, Regulatory Affairs and Corporate
Secretary of GoldcorpEduardo Villacorta 
Guatemala City, Guatemala
    
    Vice President, Central and South
America
    
    Vice President, Central and South America of GoldcorpJeff Wilhoit 
British Columbia, Canada
    
    Vice President, Investor Relations
    
    Vice President, Investor Relations of Goldcorp
 
 (1)
    
    Member of the Audit Committee.(2)
    
    Member of the Compensation Committee.(3)
    
    Member of the Nominating and Corporate Governance Committee.(4)
    
    Member of the Sustainability, Environment, Health and Safety Committee. - 89 -




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##### 



Ian W. Telfer  Chairman of the Board and Director.
 Douglas M. Holtby  Vice Chairman of the Board and Lead Director.
 Charles A. Jeannes  President, Chief Executive Officer and Director.
 John P. Bell  Director.
 - 90 -




---



##### 



Lawrence I. Bell  Director.
 Beverley A. Briscoe  Director. th
 Peter J. Dey  Director.
 P. Randy Reifel  Director.
 A. Dan Rovig  Director.
 - 91 -




---



##### 



Kenneth F. Williamson  Director.
 David L. Deisley  Executive Vice President, Corporate Affairs and General Counse of
Goldcorp.
 Lindsay A. Hall  Executive Vice President and Chief Financial Officer.
 Timo Jauristo  Executive Vice President, Corporate Development.
 Steve P. Reid  Executive Vice President and Chief Operating Officer.
 - 92 -




---



##### 



Gerard Atkinson  Senior Vice President, Human Resources.
 George Burns  Senior Vice President, Canada and United States.
 Barry Olson  Senior Vice President, Project Development.
 Charles Ronkos  Senior Vice President, Exploration.
 Colette Rustad Senior Vice President, Corporate Controller.
 Mark A. Ruus  Senior Vice President, Tax.
 - 93 -




---



##### 



Cheryl A. Sedestrom  Senior Vice President, Metals Marketing.
 John Allan  Vice President, Sustainable Development.
 Dina Aloi  Vice President, Corporate Social Responsibility.
 Brent Bergeron  Vice President, Corporate Affairs.
 Kathy Chan  Vice President, Assistant Controller.
 Frank Crema  Vice President, Treasurer.
 - 94 -




---



##### 



Paul Farrow  Vice President, Safety and Health.
 Salvador Garcia  Vice President, Mexico.
 Rohan Hazelton  Vice President, Finance.
 Mark Olson  Vice President, Information Technology.
 David Parsons  Vice President, Insurance.
 Anna M. Tudela  Vice President, Regulatory Affairs and Corporate Secretary.
 Eduardo Villacorta  Vice President, Central and South America.
 - 95 -




---



##### 



Jeffrey Wilhoit  Vice President, Investor Relations.
   Cease Trade Orders, Bankruptcies, Penalties and Sanctions
    Conflicts of Interest
  - 96 -




---



##### 



LEGAL PROCEEDINGS AND REGULATORY ACTIONS
   INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
   TRANSFER AGENT AND REGISTRAR
   - 97 -




---



##### 



MATERIAL CONTRACTS
  1.
    
    the $1.5 billion credit facility, available under the Corporations profile at
www.sedar.com;2.
    
    the purchase agreement dated June 1, 2009 between the Corporation and J.P. Morgan Securities
Inc., as representative of several initial purchasers, in connection with the sale of the
Notes, available under the Corporations profile at www.sedar.com; and3.
    
    the merger implementation agreement dated September 3, 2010 between the Corporation and
Andean whereby Goldcorp acquired, through a scheme of arrangement under Australian law, all of
the outstanding shares of Andean, available under the Corporations profile at
www.sedar.com.
 INTERESTS OF EXPERTS
  Mineral Property
    
    Qualified Person(s)Red Lake Gold Mines
    
    Stephane Blais, P.Eng. at Red Lake Gold Mines (Mineral Reserves)
Chris Osiowy, P.Geo. at Red Lake Gold Mines (Mineral Resources)Peñasquito Mine
    
    Peter Nahan, AusIMM., Senior Evaluation Engineer for Goldcorp, (Mineral Reserves)
Guillermo Pareja, P.Geo., Manager Resource Evaluation for Goldcorp (Mineral Resources)Marlin Mine
    
    Andrew S. Tripp, P.Eng., Chief Engineer, Marlin MinePueblo Viejo Project
    
    Herbert A. Smith, P.Eng., Principal Mining Engineer, AMC Mining Consultants (Canada) Ltd.
(Mineral Reserves)Patrick Stephenson, P.Geo.,
Principal Geologist, Regional Manager and Director, AMC Mining Consultants (Canada) Ltd. (Mineral Resources)Cerro Negro Project
    
    Sophie Bergeron, eng., Senior Mining Engineer, Goldcorp (Mineral Reserves)
Maryse Belanger, P. Geo, Director Technical Services, Goldcor (Mineral Resources)
  1.
    
    Red Lake Gold Mines  Stephane Blais, P.Eng., Chief Engineer, Goldcorp Canada Ltd., Chris
Osiowy, P.Geo., Chief Mine Geologist, Goldcorp Canada Ltd. and Ian Glazier, P. Eng., Mill
Manager, Red Lake Gold Mines, prepared a technical report in accordance with NI 43-101
entitled Red Lake Gold Operation, Ontario, Canada NI 43-101 Technical Report (the Red Lake
Report) dated March 14, 2011 as amended March 30, 2011.2.
    
    Peñasquito Mine  Guillermo Pareja, P.Geo., Manager Resource Evaluation for Goldcorp, Peter
Nahan, AusIMM., Senior Evaluation Engineer for Goldcorp and Maryse Belanger, P.Geo., Director
Technical Services for Goldcorp, prepared a technical report in accordance with NI 43-101
entitled Goldcorp Inc., Peñasquito Polymetallic Project, Zacatecas State, Mexico NI 43-101
Technical Report dated March 21, 2011.3.
    
    Marlin Mine  Andrew S. Tripp, P.Eng., Chief Engineer, Marlin Mine, prepared a report in
accordance with NI 43-101 for Glamis entitled Goldcorp Inc., Marlin Gold Operation,
Guatemala, NI 43-101 Technical Report dated March 21, 2011.4.
    
    Pueblo Viejo Project  Herbert A. Smith, P.Eng., Principal Mining Engineer, AMC and Patrick
R. Stephenson, P.Geo., Principal Geologist, Regional Manager and Director, AMC, prepared
a report in accordance with NI 43-101 for Goldcorp entitled Pueblo Viejo Gold Project, Dominican
Republic Technical Report dated March 29, 2011.
 - 98 -




---



##### 



5.
    
    Cerro Negro Project  Maryse Belanger, P. Geo., Director Technical Services, Goldcorp, Sophie
Bergeron, eng., Senior Mining Engineer, Goldcorp and David Brimage, M.AusIMM., Manager Process
and Studies, Ausenco Solutions Canada Inc., prepared a technical report in accordance with NI
43-101 entitled Cerro Negro Gold Project, Santa Cruz Province, Argentina, NI 43-101 Technical
Report dated March 26, 2011.
 www.sedar.com
    AUDIT COMMITTEE
   Audit Committees
  Relevant Education and Experience
  - 99 -




---



##### 



Beverley A. Briscoe  th
 Lawrence I. Bell 
 Douglas M. Holtby  Vice Chairman of the Board and Lead Director.
 Kenneth F. Williamson 
 - 100 -




---



##### 



Pre-Approval Policies and Procedures
  External Auditor Service Fees
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  Auditor Partner Rotation
  ADDITIONAL INFORMATION
 www.sedar.com www.sec.gov www.goldcorp.com www.sedar.com
 - 101 -




---



##### 



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




---



##### 



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




---



##### 



D.
    
    Documents/Reports Review
 i)
    
    Review with management and the independent auditors, the
Companys interim and annual financial statements, management discussion and
analysis, earnings releases and any reports or other financial information to
be submitted to any governmental and/or regulatory body, or the public,
including any certification, report, opinion, or review rendered by the
independent auditor for the purpose of recommending their approval to the Board
prior to their filing, issue or publication. The Chair of the Committee may
represent the entire Committee for purposes of this review in circumstances
where time does not allow the full Committee to be available.ii)
    
    Review analyses prepared by management and/or the independent
auditor setting forth significant financial reporting issues and judgments made
in connection with the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods on the financial
statements.iii)
    
    Review the effect of regulatory and accounting initiatives, as
well as off balance sheet structures, on the financial statements of the
Company.iv)
    
    Review policies and procedures with respect to directors and
officers expense accounts and management perquisites and benefits, including
their use of corporate assets and expenditures related to executive travel and
entertainment, and review the results of the procedures performed in these
areas by the independent auditor, based on terms of reference agreed upon by
the independent auditor and the Audit Committee.v)
    
    Review expenses of the Non-Executive Board Chair and CEO
quarterly.vi)
    
    Ensure that adequate procedures are in place for the review of
the Companys public disclosure of financial information extracted or derived
from the issuers financial statements, as well as review any financial
information and earnings guidance provided to analysts and rating agencies, and
periodically assess the adequacy of those procedures.
 E.
    
    Independent Auditor
 i)
    
    Recommend to the Board and approve the selection of the
independent auditor, consider the independence and effectiveness and approve
the fees and other compensation to be paid to the independent auditor.ii)
    
    Monitor the relationship between management and the independent
auditor including reviewing any management letters or other reports of the
independent auditor and discussing any material differences of opinion between
management and the independent auditor.iii)
    
    Review and discuss, on an annual basis, with the independent
auditor all significant relationships they have with the Company to determine
their independence and report to the Board of Directors.iv)
    
    Review and approve requests for any non-audit services to be
performed by the independent auditor and be advised of any other study
undertaken at the request of management that is beyond the scope of the audit
engagement letter and related fees. Pre-approval of non-audit services is
satisfied if:
 a)
    
    The aggregate amount of non-audit services not
pre-approved expected to constitute no more than 5% of total fees paid
by issuer and subsidiaries to external auditor during fiscal year in
which the services are provided;
 - A3 -




---



##### 



b)
    
    the Company or a subsidiary did not recognize
services as non-audit at the time of the engagement; andc)
    
    the services are promptly brought to
Committees attention and approved prior to completion of the audit.
 v)
    
    Ensure disclosure of any specific policies or procedures
adopted by the Committee to satisfy pre-approval requirements for non-audit
services by the Companys external auditor.vi)
    
    Review the relationship of non-audit fees to audit fees paid to
the independent Auditor, to ensure that auditor independence is maintained.vii)
    
    Ensure that both the audit and non-audit fees are disclosed to
shareholders by category.viii)
    
    Review the performance of the independent auditor and approve
any proposed discharge and replacement of the independent auditor when
circumstances warrant. Consider with management and the independent auditor the
rationale for employing accounting/auditing firms other than the principal
independent auditor.ix)
    
    At least annually, consult with the independent auditor out of
the presence of management about significant risks or exposures, internal
controls and other steps that management has taken to control such risks, and
the fullness and accuracy of the organizations financial statements.
Particular emphasis should be given to the adequacy of internal controls to
expose any payments, transactions, or procedures that might be deemed illegal
or otherwise improper.x)
    
    Arrange for the independent auditor to be available to the
Audit Committee and the full Board as needed. Ensure that the auditors report
directly to the Audit Committee and are made accountable to the Board and the
Audit Committee, as representatives of the shareholders to whom the auditors
are ultimately responsible.xi)
    
    Oversee the work of the independent auditors engaged for the
purpose of preparing or issuing an audit report or performing other audit,
review or attest services.xii)
    
    Ensure that the independent auditors are prohibited from
providing the following non-audit services and determining which other
non-audit services the independent auditors are prohibited from providing:
 a)
    
    bookkeeping or other services related to the
accounting records or financial statements of the Company;b)
    
    financial information systems design and
implementation;c)
    
    appraisal or valuation services, fairness
opinions, or contribution-in-kind reports;d)
    
    actuarial services;e)
    
    internal audit outsourcing services;f)
    
    management functions or human resources;g)
    
    broker or dealer, investment adviser or
investment banking services;
 - A4 -




---



##### 



h)
    
    legal services and expert services unrelated to
the audit; andi)
    
    any other services which the Public Company
Accounting Oversight Board determines to be impermissible.
 xiii)
    
    Approve any permissible non-audit engagements of the
independent auditors, in accordance with applicable legislation.
 F.
    
    Internal Audit
 i)
    
    The audit committees understanding and approval of the annual
internal audit plan;ii)
    
    Structuring the internal audit function to promote operational
independence;iii)
    
    Establishing a direct line of communication between the head of
internal audit and the audit committee;iv)
    
    Instituting appropriate communication and reporting lines
between the internal auditors and management; andv)
    
    Holding regular meetings between the head of internal audit and
the audit committee.
 G.
    
    Financial Reporting Processes
 i)
    
    In consultation with the independent auditor review the
integrity of the organizations financial and accounting controls and reporting
processes, both internal and external.ii)
    
    Consider the independent auditors judgments about the quality
and appropriateness, not just the acceptability, of the Companys accounting
principles and financial disclosure practices, as applied in its financial
reporting, particularly about the degree of aggressiveness or conservatism of
its accounting principles and underlying estimates and whether those principles
are common practices or are minority practices.iii)
    
    Consider and approve, if appropriate, major changes to the
Companys accounting principles and practices as suggested by management with
the concurrence of the independent auditor and ensure that the accountants
reasoning is described in determining the appropriateness of changes in
accounting principles and disclosure.
 H.
    
    Process Improvement
 i)
    
    Discuss with independent auditors (i) the auditors internal
quality-control procedures; and (ii) any material issues raised by the most
recent internal quality-control review, or peer review, of the auditors, or by
any inquiry of investigation by governmental or professional authorities,
within the preceding five years, respecting one or more independent audits
carried out by the auditors, and any steps taken to deal with any such issues.ii)
    
    Reviewing and approving hiring policies for employees or former
employees of the past and present independent auditors.iii)
    
    Establish regular and separate systems of reporting to the
Audit Committee by each of management and the independent auditor regarding any
significant judgments made in managements preparation of the financial
statements and the view of each as to appropriateness of such judgments.
 - A5 -




---



##### 



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




---



##### 



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