##### 



Exhibit
1
 
 AMENDED
ANNUAL INFORMATION FORM
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2006
 March 27, 2007
 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, 2006
 TABLE OF CONTENTS
 DESCRIPTION
    
    PAGE NO.INTRODUCTORY NOTES
    
    
    1CORPORATE STRUCTURE
    
    
    4GENERAL DEVELOPMENT OF THE BUSINESS
    
    
    6DESCRIPTION OF THE BUSINESS
    
    
    9Principal Products
    
    
    9Competitive Conditions
    
    
    9Operations
    
    
    9Environmental Policy
    
    
    10Risk Factors
    
    
    11Technical Information
    
    
    21Red Lake Gold Mines, Canada
    
    
    34Peñasquito Project, Mexico
    
    
    41Alumbrera Mine, Argentina
    
    
    50San Dimas Mine, Mexico
    
    
    60Nukay Mine, Mexico
    
    
    69Los Filos Project, Mexico
    
    
    74Marlin Mine, Guatemala
    
    
    83Pueblo Viejo Project, Dominican Republic
    
    
    87Other Mineral Projects
    
    
    92El Sauzal Mine, Mexico
    
    
    92Porcupine Mine, Canada
    
    
    92Musselwhite Mine, Canada
    
    
    93Peak Mine, Australia
    
    
    93Marigold Mine, United States
    
    
    93Amapari Mine, Brazil
    
    
    93La Coipa Mine, Chile
    
    
    94San Martin Mine, Honduras
    
    
    94Wharf Mine, United States
    
    
    94Éléonore
Gold Project, Québec
    
    
    94Cerro Blanco Project,Guatemala
    
    
    95El Limón Project, Mexico
    
    
    95South Arturo Project, United States
    
    
    95Imperial Project, United States
    
    
    95San Nicolas Project, Mexico
    
    
    96DIVIDENDS
    
    
    96DESCRIPTION OF CAPITAL STRUCTURE
    
    
    96TRADING PRICE AND VOLUME
    
    
    97DIRECTORS AND OFFICERS
    
    
    98INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    103TRANSFER AGENT AND REGISTRAR
    
    
    104MATERIAL CONTRACTS
    
    
    104INTERESTS OF EXPERTS
    
    
    105AUDIT COMMITTEE
    
    
    107ADDITIONAL INFORMATION
    
    
    109SCHEDULE A  AUDIT COMMITTEE CHARTER




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##### 



INTRODUCTORY NOTES
 Cautionary Note Regarding Forward-Looking Statements
  Currency Presentation and Exchange Rate Information
   Year ended December 312006
    
    
    2005
    
    
    2004High
    
    C$
    1.1726
    
    
    C$
    1.2841
    
    
    C$
    1.3968Low
    
    
    1.0990
    
    
    
    1.1507
    
    
    
    1.1774Average (1)
    
    
    1.1341
    
    
    
    1.2118
    
    
    
    1.3018Closing
    
    
    1.1653
    
    
    
    1.1659
    
    
    
    1.2036
 
 (1)
    
    Calculated as an average of the daily noon rates for each period.




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##### 



Gold, Silver, Copper, Lead and Zinc Prices
 Gold Prices
  Year ended December 312006
    
    
    2005
    
    
    2004High
    
    $
    725
    
    
    $
    537
    
    
    $
    454Low
    
    
    525
    
    
    
    411
    
    
    
    375Average
    
    
    604
    
    
    
    445
    
    
    
    410Closing
    
    
    632
    
    
    
    513
    
    
    
    436
  Silver Prices
  Year ended December 312006
    
    
    2005
    
    
    2004High
    
    $
    14.94
    
    
    $
    9.23
    
    
    $
    8.29Low
    
    
    8.83
    
    
    
    6.39
    
    
    
    5.50Average
    
    
    11.55
    
    
    
    7.32
    
    
    
    6.67Closing
    
    
    12.90
    
    
    
    8.83
    
    
    
    6.82
  Copper Prices
  Year ended December 312006
    
    
    2005
    
    
    2004High
    
    $
    3.99
    
    
    $
    2.11
    
    
    $
    1.49Low
    
    
    2.06
    
    
    
    1.39
    
    
    
    1.13Average
    
    
    3.05
    
    
    
    1.67
    
    
    
    1.30Closing
    
    
    2.85
    
    
    
    2.08
    
    
    
    1.49
  - 2 -




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##### 



Lead Prices
  Year ended December 312006
    
    
    2005
    
    
    2004High
    
    $
    0.816
    
    
    $
    0.518
    
    
    $
    0.474Low
    
    
    0.416
    
    
    
    0.374
    
    
    
    0.318Average
    
    
    0.583
    
    
    
    0.442
    
    
    
    0.401Closing
    
    
    0.774
    
    
    
    0.489
    
    
    
    0.474
  Zinc Prices
  Year ended December 312006
    
    
    2005
    
    
    2004High
    
    $
    2.088
    
    
    $
    0.862
    
    
    $
    0.569Low
    
    
    0.868
    
    
    
    0.524
    
    
    
    0.428Average
    
    
    1.480
    
    
    
    0.626
    
    
    
    0.475Closing
    
    
    1.946
    
    
    
    0.862
    
    
    
    0.569
  - 3 -




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##### 



CORPORATE STRUCTURE
 Business
Corporations Act
   - 4 -




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##### 



GOLDCORP PRINCIPAL SUBSIDIARIES AND PRINCIPAL MINERAL PROPERTIES
 
 - 5 -




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##### 



GENERAL DEVELOPMENT OF THE BUSINESS
  
    
    a 100% interest in the Red Lake gold mine comprised of the Red Lake Complex and
the Campbell Complex (the Red Lake Gold Mines) in Canada, one of the highest-grade
gold deposits in the world;
    
    a 100% interest in the Peñasquito gold project (the Peñasquito Project) in Mexico;
    
    a 37.5% interest in the Bajo de la Alumbrera gold-copper mine (the Alumbrera
Mine) in Argentina;
    
    a 100% interest in each of the San Dimas gold-silver mine (the San Dimas
Mine) and the Nukay gold-silver mine (the Nukay Mine) in Mexico (the San Dimas Mine
and the Nukay Mine herein referred to collectively as the Luismin Mines);
    
    a 100% interest in the Los Filos gold project (the Los Filos Project) in Mexico;
    
    a 100% interest in the Marlin gold-silver mine (the Marlin Mine) in Guatemala; and
    
    a 40% interest in the Pueblo Viejo gold development stage project (the Pueblo
Viejo Project) in the Dominican Republic.
  
    
    a 100% interest in the El Sauzal gold mine (the El Sauzal Mine) in Mexico;
    
    a 51% interest in the Porcupine gold mine (the Porcupine Mine) in Canada;
    
    a 68% interest in the Musselwhite gold mine (the Musselwhite Mine) in Canada;
    
    a 100% interest in the Peak gold mine (the Peak Mine) in Australia;
    
    a 66 2/3% interest in the Marigold gold mine (the Marigold Mine) in the United States;
    
    a 100% interest in the Amapari gold mine (the Amapari Mine) in Brazil;
    
    a 50% interest in the La Coipa gold-silver mine (the La Coipa Mine) in Chile;
    
    a 100% interest in the San Martin gold mine (the San Martin Mine) in Honduras;
    
    a 100% interest in the Wharf gold mine (the Wharf Mine) in the United States;
    
    a 100% interest in the Éléonore gold project (the Éléonore Project) in Québec;
    
    a 100% interest in the Cerro Blanco gold project (the Cerro Blanco Project) in Guatemala;
    
    a 21.2% interest in the El Limón gold exploration project (the El Limón Project) in Mexico;
    
    a 40% interest in the South Arturo gold exploration project (the South Arturo
Project) in the United States;
 - 6 -




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##### 




    
    a 100% interest in the Imperial gold exploration project (the Imperial
Project) in the United States; and
    
    a 35% interest in the San Nicolas zinc-copper exploration project (the San
Nicolas Project) in Mexico.
  Sale of Peak and Amapari Mines
   Sale of San Martin Mine, Mexico
  Glamis Acquisition
 www.sedar.com
 Warrant Transaction
  - 7 -




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##### 



Placer CLA Acquisition
 www.sedar.com
 Acquisition of Virginia Gold Mines Inc.
  Wheaton Merger
 www.sedar.com
 Silver Wheaton Investment
     - 8 -




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##### 



DESCRIPTION OF THE BUSINESS
  
 Principal Products
  
 Competitive Conditions
  
 Operations
 Raw Materials
  - 9 -




---



##### 



Environmental Protection Requirements
  Employees
  Location
    
    Full-Time Salaried
    
    
    Hourly (Non-Union)
    
    
    Hourly (Union)
    
    
    ContractorsVancouver Office
    
    
    39
    
    
    
    0
    
    
    
    0
    
    
    
    1Toronto Office
    
    
    11
    
    
    
    0
    
    
    
    0
    
    
    
    0Reno Office
    
    
    30
    
    
    
    0
    
    
    
    0
    
    
    
    0Sydney Office
    
    
    3
    
    
    
    0
    
    
    
    0
    
    
    
    1Rio de Janeiro Office
    
    
    19
    
    
    
    0
    
    
    
    0
    
    
    
    0Red Lake Gold Mines
    
    
    296
    
    
    
    219
    
    
    
    0
    
    
    
    723
    (1)Peñasquito Project
    
    
    152
    
    
    
    0
    
    
    
    0
    
    
    
    123Luismin Mines (2)
    
    
    297
    
    
    
    0
    
    
    
    655
    
    
    
    2,326Marlin Mine
    
    
    869
    
    
    
    0
    
    
    
    0
    
    
    
    252El Sauzal Mine
    
    
    285
    
    
    
    0
    
    
    
    0
    
    
    
    0Porcupine Mine
    
    
    169
    
    
    
    190
    
    
    
    227
    
    
    
    185Musselwhite Mine
    
    
    363
    
    
    
    0
    
    
    
    0
    
    
    
    118Peak Mine
    
    
    218
    
    
    
    0
    
    
    
    0
    
    
    
    41Marigold Mine
    
    
    26
    
    
    
    165
    
    
    
    0
    
    
    
    0Amapari Mine
    
    
    473
    
    
    
    0
    
    
    
    0
    
    
    
    398San Martin Mine
    
    
    229
    
    
    
    0
    
    
    
    0
    
    
    
    0Wharf Mine
    
    
    22
    
    
    
    98
    
    
    
    0
    
    
    
    0Éléonore Project
    
    
    8
    
    
    
    27
    
    
    
    0
    
    
    
    513,509
    
    
    
    699
    
    
    
    882
    
    
    
    4,218
 
 (1)
    
    Goldcorp has contracted the underground portion of the Red Lake Gold Mines to Dynatec
Corporation (Dynatec) of Richmond Hill, Ontario. Under the terms of the agreement, expiring
on December 31, 2007, Dynatec provides all mining services.(2)
    
    Includes the Los Filos Project and the Nukay Mine. Foreign Operations Risks
  
 Environmental Policy
  - 10 -




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##### 




    
    Design, construct, operate and close the Corporations facilities to comply with
applicable local regulations and laws and to meet international guidelines.
    
    Promote employee commitment and accountability to this policy and enhance their
capabilities in its implementation through the use of integrated management systems.
    
    Promote the development and implementation of effective, realistic systems to minimize
risks to health, safety and the environment.
    
    Be proactive in community development programs so the communities are not reliant on
the mines for their future.
    
    Communicate openly with employees, local stakeholders and governments on the
Corporations plans, programs and performance.
    
    Work cooperatively with government agencies, local communities, educational
institutions and suppliers to achieve safe handling, use and disposal of all of the
Corporations materials, resources and products.
    
    Use the best technologies to continuously improve the safe, efficient use of resources,
processes and materials.
 
 Risk Factors
  Exploration, Development and Operating Risk
    - 11 -




---



##### 



Environmental Risks and Hazards
      Environmental Risks at the Alumbrera Mine
   - 12 -




---



##### 



Environmental Risks at the Red Lake Gold Mines
     Luismin Tailings Management Risks
    - 13 -




---



##### 



Peñasquito Development and Marketing Risk
   Environmental Risks at Marigold Mine and the South Arturo Project
  Permitting
  Infrastructure
  Business Interruption Risks at the Alumbrera Mine
  - 14 -




---



##### 



Uncertainty in the Estimation of Ore/Mineral Reserves and Mineral Resources
   Uncertainty Relating to Inferred Mineral Resources
  Need for Additional Ore/Mineral Reserves
  - 15 -




---



##### 



Property
    
    Estimated Mine LifeRed Lake Gold Mines
    
    13 yearsAlumbrera Mine
    
    10 yearsSan Dimas Mine
    
    20 yearsNukay Mine
    
    10 yearsMarlin Mine
    
    9 yearsEl Sauzal Mine
    
    4 yearsPorcupine Mine
    
    14 yearsMusselwhite Mine
    
    7 yearsPeak Mine
    
    8 yearsMarigold Mine
    
    11 yearsAmapari Mine
    
    5 yearsLa Coipa Mine
    
    4 yearsSan Martin Mine
    
    1 yearWharf Mine
    
    2 years
 Commodity Prices
     Commodity Hedging
  - 16 -




---



##### 



Exchange Rate Fluctuations
  Land Title
    Competition
  - 17 -




---



##### 



Additional Capital
  Government Regulation
  Foreign Operations
     Labour and Employment Matters
  - 18 -




---



##### 



Dependence on Dynatec
  Economic and Political Instability in Argentina
       Foreign Subsidiaries
  - 19 -




---



##### 



Insurance and Uninsured Risks
   Acquisition Strategy
  Joint Ventures
  Market Price of the Corporations Securities
  - 20 -




---



##### 



Future Sales of Common Shares by Existing Shareholders
  Key Executives
  Conflicts of Interest
 Business Corporations Act
 
 Technical Information
 CIM Standards Definitions
 Standards of Disclosure for
Mineral Projects
 Mineral Resource 
 - 21 -




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##### 



Inferred Mineral Resource 
 Indicated Mineral Resource 
  Measured Mineral Resource 
  Mineral Reserve 
  Probable Mineral Reserve 
  Proven Mineral Reserve 
 JORC Code Definitions
  Mineral Resource 
 Inferred Mineral Resource 
 - 22 -




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##### 



Indicated Mineral Resource 
  Measured Mineral Resource 
  Ore Reserve 
  Probable Ore Reserve 
  Proved Ore Reserve 
  Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred
Resources
 United States investors
are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will
ever be converted into Mineral Reserves. United States investors are also cautioned not to assume
that all or any part of an Inferred Mineral Resource exists, or is economically or legally
mineable.
 - 23 -




---



##### 



Average Total Cash Costs
  Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates
 Ore Reserve/Mineral Reserve Estimates
  - 24 -




---



##### 



Proved/Proven and Probable Gold, Silver and Copper Ore/Mineral Reserves (1)(19)
 Grade
    
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    
    Gold
    
    
    Silver
    
    
    Copper
    
    
    Gold
    
    
    Silver
    
    
    Copper(millions)
    
    
    (grams
    
    
    (grams
    
    
    (%)
    
    
    (millions
    
    
    (millions
    
    
    (millionsper tonne)
    
    
    per tonne)
    
    
    
    
    
    
    of ounces)
    
    
    of ounces)
    
    
    of pounds)Red Lake Gold Mines (2)
    
    Proven
    
    
    1.16
    
    
    
    41.48
    
    
    
    
    
    
    
    
    
    
    
    1.55
    
    
    
    
    
    
    
    Probable
    
    
    6.09
    
    
    
    18.57
    
    
    
    
    
    
    
    
    
    
    
    3.64
    
    
    
    
    
    
    
    Proven + Probable
    
    
    7.25
    
    
    
    22.24
    
    
    
    
    
    
    
    
    
    
    
    5.19
    
    
    
    
    
    
    
    Peñasquito Project (3)
    
    Proven
    
    
    267.92
    
    
    
    0.60
    
    
    
    35.4
    
    
    
    
    
    
    
    5.18
    
    
    
    305.3
    
    
    
    Mill
    
    Probable
    
    
    209.01
    
    
    
    0.60
    
    
    
    30.2
    
    
    
    
    
    
    
    4.01
    
    
    
    203.0
    
    
    
    Proven + Probable
    
    
    476.93
    
    
    
    0.60
    
    
    
    33.2
    
    
    
    
    
    
    
    9.19
    
    
    
    508.3
    
    
    
    Peñasquito Project (3)
    
    Proven
    
    
    68.24
    
    
    
    0.27
    
    
    
    24.2
    
    
    
    
    
    
    
    0.59
    
    
    
    53.0
    
    
    
    Heap Leach
    
    Probable
    
    
    18.81
    
    
    
    0.33
    
    
    
    22.4
    
    
    
    
    
    
    
    0.20
    
    
    
    13.5
    
    
    
    Proven + Probable
    
    
    87.06
    
    
    
    0.28
    
    
    
    23.8
    
    
    
    
    
    
    
    0.79
    
    
    
    66.5
    
    
    
    Alumbrera Mine (4)
    
    Proved
    
    
    134.85
    
    
    
    0.48
    
    
    
    
    
    
    
    0.45
    
    
    
    2.10
    
    
    
    
    
    
    
    1,343(Goldcorps 37.5% interest)
    
    Probable
    
    
    8.63
    
    
    
    0.43
    
    
    
    
    
    
    
    0.42
    
    
    
    0.12
    
    
    
    
    
    
    
    80Proved + Probable
    
    
    143.47
    
    
    
    0.48
    
    
    
    
    
    
    
    0.45
    
    
    
    2.21
    
    
    
    
    
    
    
    1,423San Dimas Mine (5)
    
    Proven
    
    
    1.57
    
    
    
    6.10
    
    
    
    410.2
    
    
    
    
    
    
    
    0.31
    
    
    
    20.7
    
    
    
    Probable
    
    
    2.75
    
    
    
    5.53
    
    
    
    375.6
    
    
    
    
    
    
    
    0.49
    
    
    
    33.2
    
    
    
    Proven + Probable
    
    
    4.32
    
    
    
    5.73
    
    
    
    388.2
    
    
    
    
    
    
    
    0.80
    
    
    
    53.8
    
    
    
    Nukay Mine (6)
    
    Proven
    
    
    1.18
    
    
    
    7.00
    
    
    
    
    
    
    
    
    
    
    
    0.27
    
    
    
    
    
    
    
    Probable
    
    
    2.43
    
    
    
    5.56
    
    
    
    
    
    
    
    
    
    
    
    0.44
    
    
    
    
    
    
    
    Proven + Probable
    
    
    3.62
    
    
    
    6.03
    
    
    
    
    
    
    
    
    
    
    
    0.70
    
    
    
    
    
    
    
    Los Filos Project (7)
    
    Proven
    
    
    25.16
    
    
    
    0.88
    
    
    
    2.8
    
    
    
    
    
    
    
    0.71
    
    
    
    2.3
    
    
    
    (with Bermejal)
    
    Probable
    
    
    177.48
    
    
    
    0.66
    
    
    
    6.2
    
    
    
    
    
    
    
    3.79
    
    
    
    35.6
    
    
    
    Proven + Probable
    
    
    202.65
    
    
    
    0.69
    
    
    
    5.8
    
    
    
    
    
    
    
    4.50
    
    
    
    37.9
    
    
    
    Marlin Mine (8)
    
    Proven
    
    
    4.00
    
    
    
    4.78
    
    
    
    102.1
    
    
    
    
    
    
    
    0.62
    
    
    
    13.1
    
    
    
    Probable
    
    
    12.36
    
    
    
    3.96
    
    
    
    90.7
    
    
    
    
    
    
    
    1.57
    
    
    
    36.0
    
    
    
    Proven + Probable
    
    
    16.36
    
    
    
    4.16
    
    
    
    93.5
    
    
    
    
    
    
    
    2.19
    
    
    
    49.2
    
    
    
    Pueblo Viejo Project (9)
    
    Proven (Gold)
    
    
    7.67
    
    
    
    3.01
    
    
    
    
    
    
    
    
    
    
    
    0.74
    
    
    
    
    
    
    
    (Goldcorps 40%
    
    Proven (Silver/Copper)
    
    
    3.93
    
    
    
    
    
    
    
    20.3
    
    
    
    0.11
    
    
    
    
    
    
    
    2.6
    
    
    
    10interest)
    
    Probable
    
    
    64.04
    
    
    
    3.16
    
    
    
    15.8
    
    
    
    0.10
    
    
    
    6.51
    
    
    
    32.5
    
    
    
    134Proven + Probable (Gold)
    
    
    71.71
    
    
    
    3.14
    
    
    
    
    
    
    
    
    
    
    
    7.25
    
    
    
    
    
    
    
    Proven + Probable (Silver/Copper)
    
    
    67.98
    
    
    
    
    
    
    
    16.1
    
    
    
    0.10
    
    
    
    
    
    
    
    35.1
    
    
    
    144El Sauzal Mine (10)
    
    Proven
    
    
    11.24
    
    
    
    1.90
    
    
    
    
    
    
    
    
    
    
    
    0.69
    
    
    
    
    
    
    
    Probable
    
    
    2.48
    
    
    
    3.02
    
    
    
    
    
    
    
    
    
    
    
    0.24
    
    
    
    
    
    
    
    Proven + Probable
    
    
    13.73
    
    
    
    2.11
    
    
    
    
    
    
    
    
    
    
    
    0.93
    
    
    
    
    
    
    
    Porcupine Mine (11)
    
    Proven
    
    
    13.51
    
    
    
    1.40
    
    
    
    
    
    
    
    
    
    
    
    0.61
    
    
    
    
    
    
    
    (Goldcorps 51%
    
    Probable
    
    
    17.89
    
    
    
    2.03
    
    
    
    
    
    
    
    
    
    
    
    1.17
    
    
    
    
    
    
    
    interest)
    
    Proven + Probable
    
    
    31.40
    
    
    
    1.76
    
    
    
    
    
    
    
    
    
    
    
    1.78
    
    
    
    
    
    
    
    
 - 25 -




---



##### 



Grade
    
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    
    Gold
    
    
    Silver
    
    
    Copper
    
    
    Gold
    
    
    Silver
    
    
    Copper(millions)
    
    
    (grams
    
    
    (grams
    
    
    (%)
    
    
    (millions
    
    
    (millions
    
    
    (millionsper tonne)
    
    
    per tonne)
    
    
    
    
    
    
    of ounces)
    
    
    of ounces)
    
    
    of pounds)Musselwhite Mine (12)
    
    Proven
    
    
    2.70
    
    
    
    5.88
    
    
    
    
    
    
    
    
    
    
    
    0.51
    
    
    
    
    
    
    
    (Goldcorps 68%
    
    Probable
    
    
    3.21
    
    
    
    6.73
    
    
    
    
    
    
    
    
    
    
    
    0.70
    
    
    
    
    
    
    
    Interest)
    
    Proven + Probable
    
    
    5.91
    
    
    
    6.34
    
    
    
    
    
    
    
    
    
    
    
    1.21
    
    
    
    
    
    
    
    Peak Mine (13)
    
    Proved
    
    
    0.95
    
    
    
    6.70
    
    
    
    5.3
    
    
    
    0.85
    
    
    
    0.20
    
    
    
    0.2
    
    
    
    18Probable
    
    
    1.13
    
    
    
    6.39
    
    
    
    3.6
    
    
    
    0.54
    
    
    
    0.23
    
    
    
    0.1
    
    
    
    13Proved + Probable
    
    
    2.08
    
    
    
    6.53
    
    
    
    4.4
    
    
    
    0.68
    
    
    
    0.44
    
    
    
    0.3
    
    
    
    31Marigold Mine (14)
    
    Proven
    
    
    30.23
    
    
    
    0.74
    
    
    
    
    
    
    
    
    
    
    
    0.72
    
    
    
    
    
    
    
    Probable
    
    
    31.59
    
    
    
    0.68
    
    
    
    
    
    
    
    
    
    
    
    0.70
    
    
    
    
    
    
    
    Proven + Probable
    
    
    61.82
    
    
    
    0.71
    
    
    
    
    
    
    
    
    
    
    
    1.42
    
    
    
    
    
    
    
    Amapari Mine (15)
    
    Proved
    
    
    0.81
    
    
    
    2.52
    
    
    
    
    
    
    
    
    
    
    
    0.07
    
    
    
    
    
    
    
    Probable
    
    
    5.32
    
    
    
    2.45
    
    
    
    
    
    
    
    
    
    
    
    0.42
    
    
    
    
    
    
    
    Proved + Probable
    
    
    6.13
    
    
    
    2.46
    
    
    
    
    
    
    
    
    
    
    
    0.49
    
    
    
    
    
    
    
    La Coipa Mine (16)
    
    Proven
    
    
    7.00
    
    
    
    1.43
    
    
    
    84.5
    
    
    
    
    
    
    
    0.32
    
    
    
    19.0
    
    
    
    (Goldcorps 50% Interest)
    
    Probable
    
    
    3.13
    
    
    
    1.08
    
    
    
    86.9
    
    
    
    
    
    
    
    0.11
    
    
    
    8.8
    
    
    
    Proven + Probable
    
    
    10.14
    
    
    
    1.32
    
    
    
    85.3
    
    
    
    
    
    
    
    0.43
    
    
    
    27.8
    
    
    
    San Martin Mine (17)
    
    Proven
    
    
    2.46
    
    
    
    0.76
    
    
    
    
    
    
    
    
    
    
    
    0.06
    
    
    
    
    
    
    
    Probable
    
    
    1.97
    
    
    
    0.73
    
    
    
    
    
    
    
    
    
    
    
    0.05
    
    
    
    
    
    
    
    Proven + Probable
    
    
    4.43
    
    
    
    0.75
    
    
    
    
    
    
    
    
    
    
    
    0.11
    
    
    
    
    
    
    
    Wharf Mine (18)
    
    Proven
    
    
    3.21
    
    
    
    1.13
    
    
    
    
    
    
    
    
    
    
    
    0.12
    
    
    
    
    
    
    
    Probable
    
    
    0.95
    
    
    
    0.82
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    Proven + Probable
    
    
    4.16
    
    
    
    1.06
    
    
    
    
    
    
    
    
    
    
    
    0.15
    
    
    
    
    
    
    
    Total
    
    Proved/Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15.36
    
    
    
    418.6
    
    
    
    1,380Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24.39
    
    
    
    362.7
    
    
    
    227Proved/Proven + Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39.75
    
    
    
    781.4
    
    
    
    1,607
 
 (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, 2006, with the following exceptions: 
    
    Mineral Reserves for the Peñasquito Project are as reported by Glamis in its press release dated June 21, 2006
    
    Mineral Reserves for the Alumbrera Mine are reported as of June 30, 2006
    
    Mineral Reserves for the Pueblo Viejo Project are as reported by Barrick in its press release dated February 22, 2007
    
    Mineral Reserves for the El Limón Project are reported as of November 3, 2004
 
 (2)
    
    The Mineral Reserves for the Red Lake Gold Mines set out in the table above have been
estimated by Stephane Blais, P.Eng. at the 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  Red Lake
Gold Mines, Ontario  Mineral Reserve and Mineral Resource Estimates for further details.(3)
    
    The Mineral Reserves for the Peñasquito Project set out in the table above have been
estimated by James S. Voorhees, P.Eng., formerly at Glamis, 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  Peñasquito Project, Mexico  Mineral Reserve
and Mineral Resource Estimates for further details.(4)
    
    The Ore Reserves for the Alumbrera Mine set out in the table above have been estimated by
Luis Rivera, MAusIMM at MAL who is a qualified person under NI 43-101 and a competent person
under the JORC Code. The Mineral Reserves are classified as proved and probable, and are
based on the JORC Code. See Description of the Business  Alumbrera Mine, Argentina  Ore
Reserve and Mineral Resource Estimates for further details.(5)
    
    The Mineral Reserves for the San Dimas Mine set out in the table above have been estimated by
Velasquez Spring, P.Eng at Watts, Griffis and McOuat Limited (WGM) who is a qualified person under NI 43-101. The Mineral
Reserves are classified as proven and probable, and are based on the CIM - 26 -




---



##### 



Standards. See
Description of the Business  Luismin Mines, Mexico  Mineral Reserve and Mineral Resource
Estimates for further details.(6)
    
    The Mineral Reserves for the Nukay Mine set out in the table above have been estimated by
Reynaldo Rivera, MAusIMM at Luismin who is a qualified person under NI 43-101. The Mineral
Reserves are classified as proven and probable, and are based on the CIM Standards. See
Description of the Business  Luismin Mines, Mexico  Mineral Reserve and Mineral Resource
Estimates for further details.(7)
    
    The Mineral Reserves of the Los Filos Project set out in the above table have been estimated
by Michael G. Hester, FAusIMM of Independent Mining Consultants, Inc. (IMC) and Reynaldo
Rivera, MAusIMM at Luismin who are 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  Los Filos Project, Mexico  Mineral Reserve
and Mineral Resource Estimates for further details.(8)
    
    The Mineral Reserves for the Marlin Mine set out in the table above have been estimated by
Bob H. Bryson at Goldcorp and audited by Neil B. Prenn, P.Eng. at Mine Development Associates
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  Marlin Mine,
Guatemala  Mineral Reserve and Mineral Resource Estimates for further details.(9)
    
    The Mineral Reserves for the Pueblo Viejo Project set out in the table above have been
estimated by Rick Allan, Director, Engineering and Mining Support at Barrick, Jacques
McMullen, Vice President, Metallurgy and Process Development at Barrick and Rick Sims, Manager
Corporate Reserves at Barrick who are 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  Pueblo Viejo, Dominican Republic  Mineral Reserve and Mineral Resource
Estimates for further details.(10)
    
    The Mineral Reserves for the El Sauzal Mine set out in the table above have been estimated by
Bob H. Bryson at Goldcorp and audited by Neil B. Prenn, P.Eng. at Mine Development Associates
who is a qualified person under NI 43-101. The Mineral Reserves are classified as proven and
probable, and are based on the CIM Standards.(11)
    
    The Mineral Reserves for the Porcupine Mine set out in the table above have been estimated by
Stephen Price, P.Geo., Alastair Still, P.Geo. and Imola Götz, P.Eng., all at the Porcupine
Mine, who are qualified persons under NI 43-101. The Mineral Reserves are classified as
proven and probable, and are based on the CIM Standards.(12)
    
    The Mineral Reserves for the Musselwhite Mine set out in the table above have been estimated
by Andrew Cheatle, P.Geo. and Tim Sanford, P.Eng., each at the Musselwhite Mine, who are
qualified persons under NI 43-101. The Mineral Reserves are classified as proven and
probable, and are based on the CIM Standards.(13)
    
    The Ore Reserves for the Peak Mine set out in the table above have been estimated by Eric
Strom, P.Eng. and Rex Berthelsen, MAusIMM, each at PGM, who are qualified persons under NI
43-101 and competent persons under the JORC Code. The Mineral Reserves are classified as
proved and probable, and are based on the JORC Code.(14)
    
    The Mineral Reserves for the Marigold Mine set out in the table above have been estimated by
Bob H. Bryson at Goldcorp and audited by Neil B. Prenn, P.Eng. at Mine Development Associates
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.(15)
    
    The Ore Reserves for the Amapari Mine set out in the table above have been estimated by
Trevor Jones, MAIG at Mineração Pedra Branca do Amapari Ltda. who is a qualified person under
NI 43-101 and a competent person under the JORC Code. The Mineral Reserves are classified as
proved and probable, and are based on the JORC Code.(16)
    
    The Mineral Reserves for the La Coipa Mine set out in the table above have been estimated by
Andrés Guaringa, MAusIMM at Compañia Minera Mantos de Oro 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.(17)
    
    The Mineral Reserves for the San Martin Mine set out in the table above have been estimated
by Bob H. Bryson at Goldcorp and audited by Neil B. Prenn, P.Eng. at Mine Development
Associates 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.(18)
    
    The Mineral Reserves for the Wharf Mine set out in the table above have been estimated by
Michael Kociumbas, P.Geo. and G. Ross MacFarlane, P.Eng., each at Watts, Griffis and McOuat
Limited (WGM), who are qualified persons under NI 43-101. The Mineral Reserves are
classified as proven and probable, and are based on the CIM Standards.(19)
    
    Numbers may not add up due to rounding. - 27 -




---



##### 



Proved/Proven and Probable Lead and Zinc Mineral Reserves (1)(5)
 Grade
    
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    
    Lead
    
    
    Zinc
    
    
    Lead
    
    
    Zinc(millions)
    
    
    (%)
    
    
    (%)
    
    
    (millions of
    
    
    (millions ofpounds)
    
    
    pounds)Peñasquito Project (2)
    
    Proven
    
    
    267.92
    
    
    
    0.38
    
    
    
    0.81
    
    
    
    2,267
    
    
    
    4,758Mill
    
    Probable
    
    
    209.01
    
    
    
    0.31
    
    
    
    0.70
    
    
    
    1,416
    
    
    
    3,224Proven + Probable
    
    
    476.93
    
    
    
    0.35
    
    
    
    0.76
    
    
    
    3,683
    
    
    
    7,982Peak Mine (3)
    
    Proved
    
    
    0.95
    
    
    
    0.10
    
    
    
    0.08
    
    
    
    2
    
    
    
    2Probable
    
    
    1.13
    
    
    
    0.18
    
    
    
    0.22
    
    
    
    5
    
    
    
    5Proved + Probable
    
    
    2.08
    
    
    
    0.14
    
    
    
    0.16
    
    
    
    7
    
    
    
    7Pueblo Viejo Project (4)
    
    Proven
    
    
    7.67
    
    
    
    
    
    
    
    0.86
    
    
    
    
    
    
    
    146(Goldcorps 40% interest)
    
    Probable
    
    
    64.04
    
    
    
    
    
    
    
    0.68
    
    
    
    
    
    
    
    961Proven + Probable
    
    
    71.71
    
    
    
    
    
    
    
    0.70
    
    
    
    
    
    
    
    1,108Total
    
    Proved/Proven
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,269
    
    
    
    4,906Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,420
    
    
    
    4,191Proved/Proven + Probable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,690
    
    
    
    9,097
 
 (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, 2006, with the following exceptions: 
    
    Mineral Reserves for the Peñasquito Project are as reported by Glamis in its press release dated June 21, 2006
    
    Mineral Reserves for the Pueblo Viejo Project are as reported by Barrick in its press release dated February 22, 2007
 
 (2)
    
    The Mineral Reserves for the Peñasquito Project set out in the table above have been
estimated by James S. Voorhees, P.Eng., formerly at Glamis, 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  Peñasquito Project, Mexico  Mineral Reserve
and Mineral Resource Estimates for further details.(3)
    
    The Ore Reserves for the Peak Mine set out in the table above have been estimated by Eric
Strom, P.Eng. and Rex Berthelsen, MAusIMM, each at PGM, who are qualified persons under NI
43-101 and competent persons under the JORC Code. The Mineral Reserves are classified as
proved and probable, and are based on the JORC Code.(4)
    
    The Mineral Reserves for the Pueblo Viejo Project set out in the table above have been
estimated by Rick Allan, Director, Engineering and Mining Support at Barrick, Jacques
McMullen, Vice President, Metallurgy and Process Development at Barrick and Rick Sims, Manager
Corporate Reserves at Barrick who are 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  Pueblo Viejo, Dominican Republic  Mineral Reserve and Mineral Resource
Estimates for further details.(5)
    
    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.
 - 28 -




---



##### 



Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources (1)(23)(24)  (excluding Proved/Proven and Probable Mineral Reserves)
 Grade
    
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    
    Gold
    
    
    Silver
    
    
    Copper
    
    
    Gold
    
    
    Silver
    
    
    Copper(millions)
    
    
    (grams
    
    
    (grams
    
    
    (%)
    
    
    (millions
    
    
    (millions
    
    
    (millionsper tonne)
    
    
    
    per tonne)
    
    
    
    
    
    of ounces)
    
    
    of ounces)
    
    
    of pounds)Red Lake Gold Mines (2)
    
    Measured
    
    
    0.69
    
    
    
    23.29
    
    
    
    
    
    
    
    
    
    
    
    0.51
    
    
    
    
    
    
    
    Indicated
    
    
    2.51
    
    
    
    16.14
    
    
    
    
    
    
    
    
    
    
    
    1.30
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    3.19
    
    
    
    17.68
    
    
    
    
    
    
    
    
    
    
    
    1.81
    
    
    
    
    
    
    
    Inferred
    
    
    2.94
    
    
    
    26.34
    
    
    
    
    
    
    
    
    
    
    
    2.49
    
    
    
    
    
    
    
    Peñasquito Project (3)
    
    Measured
    
    
    114.30
    
    
    
    0.32
    
    
    
    26.4
    
    
    
    
    
    
    
    1.18
    
    
    
    96.9
    
    
    
    Mill
    
    Indicated
    
    
    156.90
    
    
    
    0.29
    
    
    
    26.0
    
    
    
    
    
    
    
    1.45
    
    
    
    131.2
    
    
    
    Measured + Indicated
    
    
    271.20
    
    
    
    0.30
    
    
    
    26.2
    
    
    
    
    
    
    
    2.62
    
    
    
    228.1
    
    
    
    Inferred
    
    
    2,404.60
    
    
    
    0.18
    
    
    
    11.0
    
    
    
    
    
    
    
    13.76
    
    
    
    849.3
    
    
    
    Peñasquito Project (3)
    
    Measured
    
    
    16.10
    
    
    
    0.13
    
    
    
    13.6
    
    
    
    
    
    
    
    0.07
    
    
    
    7.1
    
    
    
    Heap Leach
    
    Indicated
    
    
    21.10
    
    
    
    0.14
    
    
    
    17.4
    
    
    
    
    
    
    
    0.10
    
    
    
    11.8
    
    
    
    Measured + Indicated
    
    
    37.20
    
    
    
    0.13
    
    
    
    15.8
    
    
    
    
    
    
    
    0.16
    
    
    
    18.9
    
    
    
    Inferred
    
    
    172.0
    
    
    
    0.07
    
    
    
    5.8
    
    
    
    
    
    
    
    0.39
    
    
    
    31.8
    
    
    
    Alumbrera Mine (4)
    
    Measured
    
    
    7.50
    
    
    
    0.36
    
    
    
    
    
    
    
    0.37
    
    
    
    0.09
    
    
    
    
    
    
    
    61(Goldcorps 37.5%
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    interest)
    
    Measured + Indicated
    
    
    7.50
    
    
    
    0.36
    
    
    
    
    
    
    
    0.37
    
    
    
    0.09
    
    
    
    
    
    
    
    61Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    San Dimas Mine (5)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Inferred
    
    
    17.27
    
    
    
    3.17
    
    
    
    320.8
    
    
    
    
    
    
    
    1.76
    
    
    
    178.1
    
    
    
    Nukay Mine (6)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    0.26
    
    
    
    5.78
    
    
    
    
    
    
    
    
    
    
    
    0.05
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    0.26
    
    
    
    5.78
    
    
    
    
    
    
    
    
    
    
    
    0.05
    
    
    
    
    
    
    
    Inferred
    
    
    4.09
    
    
    
    5.61
    
    
    
    
    
    
    
    
    
    
    
    0.74
    
    
    
    
    
    
    
    Los Filos Project (7)
    
    Measured
    
    
    10.19
    
    
    
    0.70
    
    
    
    4.0
    
    
    
    
    
    
    
    0.23
    
    
    
    1.3
    
    
    
    (with Bermejal,
    
    Indicated
    
    
    79.61
    
    
    
    0.61
    
    
    
    5.1
    
    
    
    
    
    
    
    1.55
    
    
    
    13.0
    
    
    
    Bermejal U/G and
    
    Measured + Indicated
    
    
    89.80
    
    
    
    0.62
    
    
    
    5.0
    
    
    
    
    
    
    
    1.78
    
    
    
    14.3
    
    
    
    4P)
    
    Inferred
    
    
    71.49
    
    
    
    0.62
    
    
    
    5.4
    
    
    
    
    
    
    
    1.42
    
    
    
    12.4
    
    
    
    Marlin Mine (8)
    
    Measured
    
    
    0.64
    
    
    
    0.85
    
    
    
    16.7
    
    
    
    
    
    
    
    0.02
    
    
    
    0.3
    
    
    
    Indicated
    
    
    2.72
    
    
    
    2.27
    
    
    
    84.4
    
    
    
    
    
    
    
    0.20
    
    
    
    7.4
    
    
    
    Measured + Indicated
    
    
    3.36
    
    
    
    2.00
    
    
    
    71.5
    
    
    
    
    
    
    
    0.22
    
    
    
    7.7
    
    
    
    Inferred
    
    
    20.09
    
    
    
    1.56
    
    
    
    27.5
    
    
    
    
    
    
    
    1.01
    
    
    
    17.8
    
    
    
    Pueblo Viejo Project (9)
    
    Measured
    
    
    0.30
    
    
    
    2.90
    
    
    
    12.7
    
    
    
    0.05
    
    
    
    0.03
    
    
    
    0.1
    
    
    
    1(Goldcorps 40%
    
    Indicated
    
    
    9.57
    
    
    
    2.68
    
    
    
    9.5
    
    
    
    0.05
    
    
    
    0.82
    
    
    
    2.9
    
    
    
    11interest)
    
    Measured + Indicated
    
    
    9.87
    
    
    
    2.69
    
    
    
    9.6
    
    
    
    0.05
    
    
    
    0.85
    
    
    
    3.0
    
    
    
    12Inferred
    
    
    19.67
    
    
    
    2.82
    
    
    
    4.2
    
    
    
    0.03
    
    
    
    1.78
    
    
    
    2.7
    
    
    
    13
 - 29 -




---



##### 



Grade
    
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    
    Gold
    
    
    Silver
    
    
    Copper
    
    
    Gold
    
    
    Silver
    
    
    Copper(000s)
    
    
    (grams
    
    
    (grams
    
    
    (%)
    
    
    (millions
    
    
    (millions
    
    
    (millionsper tonne)
    
    
    
    per tonne)
    
    
    
    
    
    of ounces)
    
    
    of ounces)
    
    
    of pounds)El Sauzal Mine (10)
    
    Measured
    
    
    4.97
    
    
    
    0.69
    
    
    
    
    
    
    
    
    
    
    
    0.11
    
    
    
    
    
    
    
    Indicated
    
    
    1.38
    
    
    
    0.76
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    6.35
    
    
    
    0.70
    
    
    
    
    
    
    
    
    
    
    
    0.14
    
    
    
    
    
    
    
    Inferred
    
    
    60.35
    
    
    
    0.26
    
    
    
    
    
    
    
    
    
    
    
    0.50
    
    
    
    
    
    
    
    Porcupine Mine (11)
    
    Measured
    
    
    3.56
    
    
    
    2.02
    
    
    
    
    
    
    
    
    
    
    
    0.23
    
    
    
    
    
    
    
    (Goldcorps 51%
    
    Indicated
    
    
    36.21
    
    
    
    1.72
    
    
    
    
    
    
    
    
    
    
    
    2.00
    
    
    
    
    
    
    
    interest)
    
    Measured + Indicated
    
    
    39.78
    
    
    
    1.75
    
    
    
    
    
    
    
    
    
    
    
    2.24
    
    
    
    
    
    
    
    Inferred
    
    
    26.10
    
    
    
    1.89
    
    
    
    
    
    
    
    
    
    
    
    1.59
    
    
    
    
    
    
    
    Musselwhite Mine (12)
    
    Measured
    
    
    0.86
    
    
    
    5.42
    
    
    
    
    
    
    
    
    
    
    
    0.15
    
    
    
    
    
    
    
    (Goldcorps 68%
    
    Indicated
    
    
    1.42
    
    
    
    5.64
    
    
    
    
    
    
    
    
    
    
    
    0.26
    
    
    
    
    
    
    
    interest)
    
    Measured + Indicated
    
    
    2.28
    
    
    
    5.56
    
    
    
    
    
    
    
    
    
    
    
    0.41
    
    
    
    
    
    
    
    Inferred
    
    
    2.35
    
    
    
    6.89
    
    
    
    
    
    
    
    
    
    
    
    0.52
    
    
    
    
    
    
    
    Peak Mine (13)
    
    Measured
    
    
    1.24
    
    
    
    3.86
    
    
    
    6.1
    
    
    
    0.99
    
    
    
    0.15
    
    
    
    0.2
    
    
    
    27Indicated
    
    
    2.11
    
    
    
    4.03
    
    
    
    7.1
    
    
    
    1.28
    
    
    
    0.27
    
    
    
    0.5
    
    
    
    60Measured + Indicated
    
    
    3.35
    
    
    
    3.96
    
    
    
    6.7
    
    
    
    1.17
    
    
    
    0.43
    
    
    
    0.7
    
    
    
    87Inferred
    
    
    1.99
    
    
    
    6.50
    
    
    
    5.0
    
    
    
    0.53
    
    
    
    0.42
    
    
    
    0.3
    
    
    
    23Marigold Mine (14)
    
    Measured
    
    
    12.7
    
    
    
    0.67
    
    
    
    
    
    
    
    
    
    
    
    0.27
    
    
    
    
    
    
    
    Indicated
    
    
    18.24
    
    
    
    0.71
    
    
    
    
    
    
    
    
    
    
    
    0.42
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    30.94
    
    
    
    0.70
    
    
    
    
    
    
    
    
    
    
    
    0.69
    
    
    
    
    
    
    
    Inferred
    
    
    122.53
    
    
    
    0.43
    
    
    
    
    
    
    
    
    
    
    
    1.68
    
    
    
    
    
    
    
    Amapari Mine (15)
    
    Measured
    
    
    0.29
    
    
    
    2.31
    
    
    
    
    
    
    
    
    
    
    
    0.02
    
    
    
    
    
    
    
    Indicated
    
    
    6.70
    
    
    
    3.01
    
    
    
    
    
    
    
    
    
    
    
    0.65
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    6.98
    
    
    
    2.98
    
    
    
    
    
    
    
    
    
    
    
    0.67
    
    
    
    
    
    
    
    Inferred
    
    
    1.92
    
    
    
    2.47
    
    
    
    
    
    
    
    
    
    
    
    0.15
    
    
    
    
    
    
    
    La Coipa Mine (16)
    
    Measured
    
    
    7.23
    
    
    
    0.87
    
    
    
    31.5
    
    
    
    
    
    
    
    0.20
    
    
    
    7.3
    
    
    
    (Goldcorps 50%
    
    Indicated
    
    
    4.23
    
    
    
    1.19
    
    
    
    25.7
    
    
    
    
    
    
    
    0.16
    
    
    
    3.5
    
    
    
    interest)
    
    Measured + Indicated
    
    
    11.47
    
    
    
    0.99
    
    
    
    29.3
    
    
    
    
    
    
    
    0.36
    
    
    
    10.8
    
    
    
    Inferred
    
    
    0.42
    
    
    
    0.79
    
    
    
    35.6
    
    
    
    
    
    
    
    0.01
    
    
    
    0.5
    
    
    
    San Martin Mine (17)
    
    Measured
    
    
    3.60
    
    
    
    0.79
    
    
    
    
    
    
    
    
    
    
    
    0.09
    
    
    
    
    
    
    
    Indicated
    
    
    2.87
    
    
    
    0.76
    
    
    
    
    
    
    
    
    
    
    
    0.07
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    6.47
    
    
    
    0.78
    
    
    
    
    
    
    
    
    
    
    
    0.16
    
    
    
    
    
    
    
    Inferred
    
    
    10.82
    
    
    
    0.26
    
    
    
    
    
    
    
    
    
    
    
    0.09
    
    
    
    
    
    
    
    Cerro Blanco Project
(18)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    2.52
    
    
    
    15.64
    
    
    
    72.0
    
    
    
    
    
    
    
    1.27
    
    
    
    5.8
    
    
    
    Measured + Indicated
    
    
    2.52
    
    
    
    15.64
    
    
    
    72.0
    
    
    
    
    
    
    
    1.27
    
    
    
    5.8
    
    
    
    Inferred
    
    
    1.35
    
    
    
    15.31
    
    
    
    59.6
    
    
    
    
    
    
    
    0.67
    
    
    
    2.6
    
    
    
    El Limón Project (19)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Goldcorps 21.2%
    
    Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    interest)
    
    Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Inferred
    
    
    6.50
    
    
    
    3.27
    
    
    
    
    
    
    
    
    
    
    
    0.68
    
    
    
    
    
    
    
    South Arturo Project
(20)
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Goldcorps 40%
    
    Indicated
    
    
    7.21
    
    
    
    2.11
    
    
    
    
    
    
    
    
    
    
    
    0.49
    
    
    
    
    
    
    
    interest)
    
    Measured + Indicated
    
    
    7.21
    
    
    
    2.11
    
    
    
    
    
    
    
    
    
    
    
    0.49
    
    
    
    
    
    
    
    Inferred
    
    
    0.40
    
    
    
    2.07
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    Imperial Project (21)
    
    Measured
    
    
    67.88
    
    
    
    0.59
    
    
    
    
    
    
    
    
    
    
    
    1.29
    
    
    
    
    
    
    
    Indicated
    
    
    14.88
    
    
    
    0.51
    
    
    
    
    
    
    
    
    
    
    
    0.24
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    82.76
    
    
    
    0.58
    
    
    
    
    
    
    
    
    
    
    
    1.53
    
    
    
    
    
    
    
    Inferred
    
    
    43.83
    
    
    
    0.40
    
    
    
    
    
    
    
    
    
    
    
    0.56
    
    
    
    
    
    
    
    
 - 30 -




---



##### 



Grade
    
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    
    Gold
    
    
    Silver
    
    
    Copper
    
    
    Gold
    
    
    Silver
    
    
    Copper(000s)
    
    
    (grams
    
    
    (grams
    
    
    (%)
    
    
    (millions
    
    
    (millions
    
    
    (millionsper tonne)
    
    
    
    per tonne)
    
    
    
    
    
    of ounces)
    
    
    of ounces)
    
    
    of pounds)San Nicolas Project (22)
    
    Measured
    
    
    0.66
    
    
    
    0.96
    
    
    
    46.5
    
    
    
    0.73
    
    
    
    0.02
    
    
    
    1.0
    
    
    
    11(Goldcorps 35%
    
    Indicated
    
    
    27.33
    
    
    
    0.47
    
    
    
    28.6
    
    
    
    1.34
    
    
    
    0.41
    
    
    
    25.1
    
    
    
    809interest)
    
    Measured + Indicated
    
    
    27.99
    
    
    
    0.48
    
    
    
    29.0
    
    
    
    1.33
    
    
    
    0.43
    
    
    
    26.1
    
    
    
    819Inferred
    
    
    2.46
    
    
    
    0.37
    
    
    
    23.8
    
    
    
    1.28
    
    
    
    0.03
    
    
    
    1.9
    
    
    
    69Total
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.66
    
    
    
    114.3
    
    
    
    99Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11.76
    
    
    
    201.2
    
    
    
    893Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16.42
    
    
    
    315.4
    
    
    
    992Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30.28
    
    
    
    1,097.4
    
    
    
    106
 
 (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, 2006, with the following
exceptions: 
    
    Mineral Resources for the Peñasquito Project are as reported by Glamis in its press release dated June 21, 2006
    
    Mineral Resources for the Alumbrera Mine are reported as of June 30, 2006
    
    Mineral Resources for the Pueblo Viejo Project are as reported by Barrick in its press release dated February 22, 2007
    
    Mineral Resources for the El Limón Project are reported as of November 3, 2004
    
    Mineral Resources for the Cerro Blanco Project are as reported by Glamis in its press release dated December 1, 2005
    
    Mineral Resources for the Imperial Project are reported as of January 1, 1997
    
    Mineral Resources for the San Nicolas Project are reported as of December 1, 2001
 
 (2)
    
    The Mineral Resources for the Red Lake Gold Mines set out in the table above have been
estimated by Anthony Stechishen, P.Geo. for the Campbell Complex and
Dean Crick, M.Sc., P.Geo. for the Red Lake Complex, each at the Red Lake Gold
Mines, who are qualified persons under NI 43-101. The Mineral Resources are classified as
measured, indicated and inferred, and are based on the CIM Standards. See Description of the
Business  Red Lake Gold Mines, Ontario  Mineral Reserve and Mineral Resource Estimates for
further details.(3)
    
    The Mineral Resources for the Peñasquito Project set out in the table above have been
estimated by James S. Voorhees, P.Eng., formerly at Glamis, 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  Peñasquito Project, Mexico 
Mineral Reserve and Mineral Resource Estimates for further details.(4)
    
    The Mineral Resources for the Alumbrera Mine set out in the table above have been estimated
by Luis Rivera, MAusIMM at MAL who is a qualified person under NI 43-101 and a competent
person under the JORC Code. The Mineral Resources are classified as measured and indicated,
and are based on the JORC Code. See Description of the Business  Alumbrera Mine, Argentina
 Ore Reserve and Mineral Resource Estimates for further details.(5)
    
    The Mineral Resources for the San Dimas Mine set out in the table above have been estimated
by Velasquez Spring, P.Eng at WGM who is a qualified person under NI 43-101. The Mineral
Resources are classified as inferred, and are based on the CIM Standards. See Description of
the Business  Luismin Mines, Mexico  Mineral Reserve and Mineral Resource Estimates for
further details.(6)
    
    The Mineral Resources for the Nukay Mine set out in the table above have been estimated by
Reynaldo Rivera, MAusIMM at Luismin who is a qualified person under NI 43-101. The Mineral
Resources are classified as measured, indicated and inferred, and are based on the CIM
Standards. See Description of the Business  Luismin Mines, Mexico  Mineral Reserve and
Mineral Resource Estimates for further details.(7)
    
    The Mineral Resources for the Los Filos Project set out in the table above have been
estimated by Michael G. Hester, FAusIMM at IMC and Reynaldo Rivera, MAusIMM at Luismin who are
qualified persons under NI 43-101. The Mineral Resources are classified as measured,
indicated and inferred, and are based on the CIM Standards. See Description of the Business
 Los Filos Project, Mexico  Mineral Reserve and Mineral Resource Estimates for further
details.(8)
    
    The Mineral Resources for the Marlin Mine set out in the table above have been estimated by
Bob H. Bryson at Goldcorp and audited by Neil B. Prenn, P.Eng. at Mine Development Associates
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
 Marlin Mine, Guatemala  Mineral Reserve and Mineral Resource Estimates for further
details.(9)
    
    The Mineral Resources for the Pueblo Viejo Project set out in the table above have been
estimated by Rick Allan, Director, Engineering and Mining Support at Barrick, Jacques
McMullen, Vice President, Metallurgy and Process Development at Barrick and Rick Sims, Manager
Corporate Reserves at Barrick who are qualified persons under NI 43-101. The Mineral
Resources are classified as measured, indicated and inferred, and are based on the CIM
Standards. See Description of the Business  Pueblo Viejo Project, Dominican Republic 
Mineral Reserve and Mineral Resource Estimates for further details.(10)
    
    The Mineral Resources for the El Sauzal Mine set out in the table above have been estimated
by Bob H. Bryson at Goldcorp and audited by Neil B. Prenn, P.Eng. at Mine Development
Associates 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.(11)
    
    The Mineral Resources for the Porcupine Mine set out in the table above have been estimated
by Stephen Price, P.Geo., Alastair Still, P.Geo. and Imola Götz, P.Eng., all at the Porcupine
Mine, who are qualified persons under NI 43-101. The Mineral Resources are classified as
measured, indicated and inferred, and are based on the CIM Standards.(12)
    
    The Mineral Resources for the Musselwhite Mine set out in the table above have been estimated
by Andrew Cheatle, P.Geo. and Tim Sanford, P.Eng., each at the Musselwhite Mine, who are
qualified persons under NI 43-101. The Mineral Resources are classified as measured,
indicated and inferred, and are based on the CIM Standards. - 31 -




---



##### 



(13)
    
    The Mineral Resources for the Peak Mine set out in the table above have been estimated by
Eric Strom, P.Eng. and Rex Berthelsen, MAusIMM, each at PGM, who are qualified persons under
NI 43-101 and competent persons under the JORC Code. The Mineral Resources are classified as
measured, indicated and inferred, and are based on the JORC Code.(14)
    
    The Mineral Resources for the Marigold Mine set out in the table above have been estimated by
Bob H. Bryson at Goldcorp and audited by Neil B. Prenn, P.Eng. at Mine Development Associates
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.(15)
    
    The Mineral Resources for the Amapari Mine set out in the table above have been estimated by
Trevor Jones, MAIG at Mineração Pedra Branca do Amapari Ltda. who is a qualified person under
NI 43-101 and a competent person under the JORC Code. The Mineral Resources are classified as
measured, indicated and inferred, and are based on the JORC Code.(16)
    
    The Mineral Resources for the La Coipa Mine set out in the table above have been estimated by
Andrés Guaringa at Compañia Minera Mantos de Oro 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.(17)
    
    The Mineral Resources for the San Martin Mine set out in the table above have been estimated
by Bob H. Bryson at Goldcorp and audited by Neil B. Prenn, P.Eng. at Mine Development
Associates 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.(18)
    
    The Mineral Resources for the Cerro Blanco Project set out in the table above have been
estimated by James S. Voorhees, P.Eng., formerly at Glamis, who is a qualified person under NI
43-101. The Mineral Resources are classified as indicated and inferred, and are based on the
CIM Standards.(19)
    
    The Mineral Resources for the El Limón Project set out in the table above have been estimated
by James N. Gray, P.Geo. and Al N. Samis, P.Geo., both at Teck Cominco Ltd., who are qualified
persons under NI 43-101. The Mineral Resources are classified as inferred, and are based on
the CIM Standards.(20)
    
    The Mineral Resources for the South Arturo Project set out in the table above have been
estimated by Rick Sims, Manager Corporate Reserves at who is a qualified person under NI
43-101. The Mineral Resources are classified as indicated and inferred, and are based on the
CIM Standards.(21)
    
    The Mineral Resources for the Imperial Project set out in the table above have been estimated
by James S. Voorhees, P.Eng., formerly at Glamis, 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.(22)
    
    The Mineral Resources for the San Nicolas Project set out in the table above have been
estimated by Paul Bankes, P.Geo. at Teck 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.(23)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(24)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Lead and Zinc Mineral Resources (1)(6)  (excluding Proved/Proven and Probable Mineral Reserves)
 Grade
    
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    
    Lead
    
    
    Zinc
    
    
    Lead
    
    
    Zinc(millions)
    
    
    (%)
    
    
    (%)
    
    
    (millions of
    
    
    (millions ofpounds)
    
    
    pounds)Peñasquito Project (2)
    
    Measured
    
    
    114.30
    
    
    
    0.25
    
    
    
    0.67
    
    
    
    632
    
    
    
    1,676Mill
    
    Indicated
    
    
    156.90
    
    
    
    0.29
    
    
    
    0.62
    
    
    
    990
    
    
    
    2,129Measured + Indicated
    
    
    271.20
    
    
    
    0.27
    
    
    
    0.64
    
    
    
    1,622
    
    
    
    3,805Inferred
    
    
    2,404.60
    
    
    
    0.10
    
    
    
    0.29
    
    
    
    5,389
    
    
    
    15,638Peak Mine (3)
    
    Measured
    
    
    1.24
    
    
    
    0.15
    
    
    
    0.18
    
    
    
    4
    
    
    
    5Indicated
    
    
    2.11
    
    
    
    0.14
    
    
    
    0.24
    
    
    
    7
    
    
    
    11Measured + Indicated
    
    
    3.35
    
    
    
    0.14
    
    
    
    0.22
    
    
    
    11
    
    
    
    16Inferred
    
    
    1.99
    
    
    
    0.07
    
    
    
    0.08
    
    
    
    3
    
    
    
    4Pueblo Viejo Project (4)
    
    Measured
    
    
    0.30
    
    
    
    
    
    
    
    0.21
    
    
    
    
    
    
    
    1(Goldcorps 40%
    
    Indicated
    
    
    9.57
    
    
    
    
    
    
    
    0.15
    
    
    
    
    
    
    
    31interest)
    
    Measured + Indicated
    
    
    9.87
    
    
    
    
    
    
    
    0.15
    
    
    
    
    
    
    
    32Inferred
    
    
    19.67
    
    
    
    
    
    
    
    0.02
    
    
    
    
    
    
    
    10San Nicolas Project (5)
    
    Measured
    
    
    0.66
    
    
    
    
    
    
    
    3.60
    
    
    
    
    
    
    
    52Indicated
    
    
    27.33
    
    
    
    
    
    
    
    1.80
    
    
    
    
    
    
    
    1,085Measured + Indicated
    
    
    27.99
    
    
    
    
    
    
    
    1.84
    
    
    
    
    
    
    
    1,137Inferred
    
    
    2.46
    
    
    
    
    
    
    
    1.43
    
    
    
    
    
    
    
    78Total
    
    Measured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    636
    
    
    
    1,735Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    997
    
    
    
    3,256Measured + Indicated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,633
    
    
    
    4,990Inferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,392
    
    
    
    15,729
 - 32 -




---



##### 



(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, 2006, with the following
exceptions: 
    
    Mineral Resources for the Peñasquito Project are as reported by Glamis in its press release dated June 21, 2006
    
    Mineral Resources for the Pueblo Viejo Project are as reported by Barrick in its press release dated February 22, 2007
 
 (2)
    
    The Mineral Resources for the Peñasquito Project set out in the table above have been
estimated by James S. Voorhees, P.Eng., formerly at Glamis, 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  Peñasquito Project, Mexico 
Mineral Reserve and Mineral Resource Estimates for further details.(3)
    
    The Mineral Resources for the Peak Mine set out in the table above have been estimated by
Eric Strom, P.Eng. and Rex Berthelsen, MAusIMM, each at PGM, who are qualified persons under
NI 43-101 and competent persons under the JORC Code. The Mineral Resources are classified as
measured, indicated and inferred, and are based on the JORC Code.(4)
    
    The Mineral Resources for the Pueblo Viejo Project set out in the table above have been
estimated by Rick Allan, Director, Engineering and Mining Support at Barrick, Jacques
McMullen, Vice President, Metallurgy and Process Development at Barrick and Rick Sims, Manager
Corporate Reserves at Barrick who are qualified persons under NI 43-101. The Mineral
Resources are classified as measured, indicated and inferred, and are based on the CIM
Standards. See Description of the Business  Pueblo Viejo, Dominican Republic  Mineral
Reserve and Mineral Resource Estimates for further details.(5)
    
    The Mineral Resources for the San Nicolas Project set out in the table above have been
estimated by Paul Bankes, P.Geo. at Teck 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.(6)
    
    Numbers may not add up due to rounding. - 33 -




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##### 



Red Lake Gold Mines, Canada
   www.sedar.com
 Property Description and Location
  Accessibility, Climate, Local Resources, Infrastructure and Physiography
      - 34 -




---



##### 



History
 Red Lake Complex
     Campbell Complex
  th
   Geological Setting
 Regional Geology
  - 35 -




---



##### 



Metamorphism
  Local Geology
   - 36 -




---



##### 



Site Geology
     Exploration
   Mineralization
  - 37 -




---



##### 



Drilling
   Red Lake Complex
   Campbell Complex
    Sampling and Analysis
  - 38 -




---



##### 



Sample Preparation, Analyses and Security
        - 39 -




---



##### 



Mineral Resource and Mineral Reserve Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)
 Category
    
    Tonnes
    
    Grade
    
    Contained Metal(millions)
    
    (grams per tonne)
    
    (millions of ounces)Proven
    
    
    1.16
    
    
    
    41.48
    
    
    
    1.55Probable
    
    
    6.09
    
    
    
    18.57
    
    
    
    3.64Proven + Probable
    
    
    7.25
    
    
    
    22.24
    
    
    
    5.19
 
 (1)
    
    The Mineral Reserves for the Red Lake Gold Mines set out in the table above have been
estimated by Stephane Blais, P.Eng. at the 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 $450 per ounce and an exchange rate of 1.15.(3)
    
    The average, diluted, cut-off grade for Mineral Reserves is 0.35 ounces per tonne (12.00
grams per tonne), but ranges from 0.20 ounces per tonne (6.85 grams per tonne) to 0.40 ounces
per tonne (13.71 grams per tonne) depending on the zone and mining method. Resource models
are diluted to minimum horizontal widths of 7 to 9 feet (2.12 to 2.74 metres) at a zero grade.  Measured and Indicated Mineral Resources (1)(2)(3)(4)(5)  (excluding Proven and Probable Mineral Reserves)
 Category
    
    Tonnes
    
    Grade
    
    Contained Metal(millions)
    
    (grams per tonne)
    
    (millions of ounces)Measured
    
    
    0.69
    
    
    
    23.29
    
    
    
    0.51Indicated
    
    
    2.51
    
    
    
    16.14
    
    
    
    1.30Measured + Indicated
    
    
    3.19
    
    
    
    17.68
    
    
    
    1.81Inferred
    
    
    2.94
    
    
    
    26.34
    
    
    
    2.49
 
 (1)
    
    The Mineral Resources for the Red Lake Gold Mines set out in the table above have been
estimated by Anthony Stechishen, P.Geo. for the Campbell Complex and
Dean Crick, M.Sc., P.Geo. for the Red Lake Complex, each at the Red Lake Gold Mines,
who are qualified persons under NI 43-101. The Mineral Resources are classified as measured,
indicated and inferred, and are based on the CIM Standards.(2)
    
    Based on a gold price of $525 per ounce and an exchange rate of 1.15.(3)
    
    The average, diluted, cut-off grade for Mineral Resources is 0.30 ounces per tonne (10.28
grams per tonne), but ranges from 0.20 ounces per tonne (6.85 grams per tonne) to 0.40 ounces
per tonne (13.71 grams per tonne) depending on the zone. The in situ block model has been
diluted to minimum horizontal widths of 4 to 6 feet (1.22 to 1.83 metres).(4)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(5)
    
    Numbers may not add up due to rounding. Mineral Processing and Metallurgical Testing
 Red Lake Complex
   - 40 -




---



##### 



Campbell Complex
   Mining Methods
  Environmental Considerations and Permitting
     
 Peñasquito Project, Mexico
 www.sedar.com
 - 41 -




---



##### 



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




---



##### 



Access and Infrastructure
      Surface Rights
   Water
  - 43 -




---



##### 



History
     Geological Setting
     Mineralization
    - 44 -




---



##### 



Exploration
    Drilling
   - 45 -




---



##### 



Summary of Project Drilling at the Pe asquito Project  Through to June 30, 2006
 Number of
    
    Metres of
    
    Average HoleCalendar Year
    
    Drill Holes
    
    Drilling(1)
    
    Length (metres)1994-1997 Drilling (Kennecott)
    
    
    71
    
    
    
    23,929
    
    
    
    3371998 Drilling (Western Silver)
    
    
    9
    
    
    
    3,185
    
    
    
    3542000 Drilling (Hochschild)
    
    
    14
    
    
    
    4,601
    
    
    
    3292002 Drilling (Western Silver)
    
    
    45
    
    
    
    19,795
    
    
    
    4402003 Drilling (Western Silver)
    
    
    99
    
    
    
    26,695
    
    
    
    2702004 Drilling (Western Silver)
    
    
    120
    
    
    
    57,051
    
    
    
    4752005 Drilling (Western Silver)
    
    
    138
    
    
    
    91,220
    
    
    
    6612006 Drilling to June 30 (Western Silver and Glamis)
    
    
    32
    
    
    
    22,944
    
    
    
    717Drilling Total
    
    
    528
    
    
    
    249,420
    
    
    
    473
 
 (1)
    
    15,135 metres are reverse circulation drilling; the balance are diamond core. Sampling, Analysis, Security and Data Verification
         - 46 -




---



##### 



Mineral Resource and Mineral Reserve Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)
 Grade
    
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    
    Gold
    
    
    Silver
    
    
    Lead
    
    
    Zinc
    
    
    Gold
    
    
    Silver
    
    
    Lead
    
    
    Zinc(millions)
    
    
    (grams
    
    
    (grams
    
    
    (%)
    
    
    (%)
    
    
    (millions
    
    
    (millions
    
    
    (millions
    
    
    (millionsper
    
    
    per
    
    
    
    
    
    
    
    
    
    
    of ounces)
    
    
    of ounces)
    
    
    of pounds)
    
    
    of pounds)tonne)
    
    
    tonne)Peñasquito Project
    
    Proven
    
    
    267.92
    
    
    
    0.60
    
    
    
    35.4
    
    
    
    0.38
    
    
    
    0.81
    
    
    
    5.18
    
    
    
    305.3
    
    
    
    2,267
    
    
    
    4,758Mill
    
    Probable
    
    
    209.01
    
    
    
    0.60
    
    
    
    30.2
    
    
    
    0.31
    
    
    
    0.70
    
    
    
    4.01
    
    
    
    203.0
    
    
    
    1,416
    
    
    
    3,224Proven + Probable
    
    
    476.93
    
    
    
    0.60
    
    
    
    33.2
    
    
    
    0.35
    
    
    
    0.76
    
    
    
    9.19
    
    
    
    508.3
    
    
    
    3,683
    
    
    
    7,982Peñasquito Project
    
    Proven
    
    
    68.24
    
    
    
    0.27
    
    
    
    24.2
    
    
    
    
    
    
    
    
    
    
    
    0.59
    
    
    
    53.0
    
    
    
    
    
    
    
    Heap Leach
    
    Probable
    
    
    18.81
    
    
    
    0.33
    
    
    
    22.4
    
    
    
    
    
    
    
    
    
    
    
    0.20
    
    
    
    13.5
    
    
    
    
    
    
    
    Proven + Probable
    
    
    87.06
    
    
    
    0.28
    
    
    
    23.8
    
    
    
    
    
    
    
    
    
    
    
    0.79
    
    
    
    66.5
    
    
    
    
    
    
    
    
 
 (1)
    
    The Mineral Reserves for the Peñasquito Project set out in the table above have been
estimated by James S. Voorhees, P.Eng., formerly at Glamis, 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 $450 per ounce, a silver price of $7 per ounce, a lead price of
$0.30 per pound and a zinc price of $0.60 per pound.(3)
    
    The average, diluted, cut-off grade for Mineral Reserves is 0.35 ounces per tonne (12.00
grams per tonne), but ranges from 0.20 ounces per tonne (6.85 grams per tonne) to 0.40 ounces
per tonne (13.71 grams per tonne) depending on the zone and mining method. Resource models
are diluted to minimum horizontal widths of 7 to 9 feet (2.12 to 2.74 metres) at a zero grade. - 47 -




---



##### 



(4)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    
    Gold
    
    
    Silver
    
    
    Lead
    
    
    Zinc
    
    
    Gold
    
    
    Silver
    
    
    Lead
    
    
    Zinc(millions)
    
    
    (grams
    
    
    (grams
    
    
    (%)
    
    
    (%)
    
    
    (millions
    
    
    (millions
    
    
    (millions
    
    
    (millionsper
    
    
    per
    
    
    
    
    
    
    
    
    
    
    of ounces)
    
    
    of ounces)
    
    
    of pounds)
    
    
    of pounds)tonne)
    
    
    tonne)Peñasquito Project
    
    Measured
    
    
    114.30
    
    
    
    0.32
    
    
    
    26.4
    
    
    
    0.25
    
    
    
    0.67
    
    
    
    1.18
    
    
    
    96.9
    
    
    
    632
    
    
    
    1,676Mill
    
    Indicated
    
    
    156.90
    
    
    
    0.29
    
    
    
    26.0
    
    
    
    0.29
    
    
    
    0.62
    
    
    
    1.45
    
    
    
    131.2
    
    
    
    990
    
    
    
    2,129Measured + Indicated
    
    
    271.20
    
    
    
    0.30
    
    
    
    26.2
    
    
    
    0.27
    
    
    
    0.64
    
    
    
    2.62
    
    
    
    228.1
    
    
    
    1,622
    
    
    
    3,805Inferred
    
    
    2,404.60
    
    
    
    0.18
    
    
    
    11.0
    
    
    
    0.10
    
    
    
    0.29
    
    
    
    13.76
    
    
    
    849.3
    
    
    
    5,389
    
    
    
    15,638Peñasquito Project
    
    Measured
    
    
    16.10
    
    
    
    0.13
    
    
    
    13.6
    
    
    
    
    
    
    
    
    
    
    
    0.07
    
    
    
    7.1
    
    
    
    
    
    
    
    Heap Leach
    
    Indicated
    
    
    21.10
    
    
    
    0.14
    
    
    
    17.4
    
    
    
    
    
    
    
    
    
    
    
    0.10
    
    
    
    11.8
    
    
    
    
    
    
    
    Measured + Indicated
    
    
    37.20
    
    
    
    0.13
    
    
    
    15.8
    
    
    
    
    
    
    
    
    
    
    
    0.16
    
    
    
    18.9
    
    
    
    
    
    
    
    Inferred
    
    
    172.0
    
    
    
    0.07
    
    
    
    5.8
    
    
    
    
    
    
    
    
    
    
    
    0.39
    
    
    
    31.8
 
 (1)
    
    The Mineral Resources for the Peñasquito Project set out in the table above have been
estimated by James S. Voorhees, P.Eng., formerly at Glamis, 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 $648 per ounce, a silver price of $10.08 per ounce, a lead price of
$0.43 per pound and a zinc price of $0.86 per pound.(3)
    
    The average, diluted, cut-off grade for Mineral Resources is 0.30 ounces per tonne (10.28
grams per tonne), but ranges from 0.20 ounces per tonne (6.85 grams per tonne) to 0.40 ounces
per tonne (13.71 grams per tonne) depending on the zone. The in situ block model has been
diluted to minimum horizontal widths of 4 to 6 feet (1.22 to 1.83 metres).(4)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(5)
    
    Numbers may not add up due to rounding. Proposed Mining Operations
 Mine Plan
    Environmental Permitting
  - 48 -




---



##### 



Metallurgical Testing
  Economics
  Mine life (years)
    
    
    17Mill throughput (tonnes per day)
    
    100,000 (50,000 initial)Initial capital cost (millions)
    
    $
    882Sustaining capital (millions)
    
    $
    327Average Annual Payable Metal:Gold (troy ounces)
    
    
    387,500Silver (troy ounces)
    
    
    22,846,000Lead (tonnes)
    
    
    71,125Zinc (tonnes)
    
    
    137,400Total production as gold equivalent
(troy ounces)
    
    1,393,300 (for scale comparison only)Unit operating costs:Mining cost per total tonne
    
    $
    0.81Milling cost per ore tonne
    
    $
    2.98G&A cost per ore tonne
    
    $
    0.22Average total cash costs per unit
(lead as by-product):Gold (per ounce)
    
    $
    125Silver (per ounce)
    
    $
    4.91Zinc (per pound)
    
    $
    0.44Total cash cost per ounce gold
production (utilizing all other
metals as by-products)
    
    $
    (378
    )
 Metals price assumptions:
    
    Base Case
    
    Low Case
    
    High CaseGold (per ounce)
    
    $
    532.74
    
    
    $
    450
    
    
    $
    650Silver (per ounce)
    
    $
    8.84
    
    
    $
    7.00
    
    
    $
    10.00Zinc (per pound)
    
    $
    0.787
    
    
    $
    0.60
    
    
    $
    0.86Lead (per pound)
    
    $
    0.424
    
    
    $
    0.30
    
    
    $
    0.43Project IRR (after tax)
    
    
    18.7
    %
    
    
    10.2
    %
    
    
    23.4
    %After Tax NPV 0% Discount (millions)
    
    $
    3,256
    
    
    $
    1,560
    
    
    $
    4,334After Tax NPV 5% Discount (millions)
    
    $
    1,521
    
    
    $
    514
    
    
    $
    2,161Payback (years)
    
    
    5.6
    
    
    
    7.6
    
    
    
    4.8
  - 49 -




---



##### 



Alumbrera Mine, Argentina
 Property Description and Location
  
    
    an open pit mine, processing facilities and central administration offices at
Alumbrera, Catamarca;
    
    a 316-kilometre concentrate slurry pipeline through Catamarca and Tucumán Provinces;
    
    a 202-kilometre, 220 kilovolt power line from the projects substation at El Bracho, Tucumán;
    
    a filter plant and rail loading facilities at Cruz del Norte, Tucumán; and
    
    a port, handling facilities and train maintenance facilities at San Martìn near Rosario, Santa Fé.
    Royalties
   - 50 -




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
     History
 th th th
    - 51 -




---



##### 



Geological Setting
 Regional Geology
   Deposit Geology
    Exploration
  - 52 -




---



##### 



Mineralization
 ±
   Drilling
  o o o
   Sampling and Analysis
  - 53 -




---



##### 



Drill Core Samples
  Reverse Circulation Samples
  Sample Quality
  
    
    the use of internal standards by the laboratory;
    
    the use of MAL submitted standard samples with each sample batch;
    
    regular re-analysis of pulps by the laboratory;
    
    re-analysis of pulps as requested by MAL;
    
    check analysis of randomly selected pulps by a second laboratory; and
    
    1/4 core re-sampling of selected sample intervals mixed with each batch.
  Security of Samples
  - 54 -




---



##### 



Ore Reserve and Mineral Resource Estimates
  Proved and Probable Ore Reserves (1)(2)(3)(4)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Copper
    
    Gold
    
    Copper(millions)
    
    (grams per tonne)
    
    (%)
    

    (millions of
    

    (millions ofounces)
    
    pounds)Proved
    
    
    134.85
    
    
    
    0.48
    
    
    
    0.45
    
    
    
    2.10
    
    
    
    1,343Probable
    
    
    8.63
    
    
    
    0.43
    
    
    
    0.42
    
    
    
    0.12
    
    
    
    80Proved + Probable
    
    
    143.47
    
    
    
    0.48
    
    
    
    0.45
    
    
    
    2.21
    
    
    
    1,423
 
 (1)
    
    The Ore Reserves for the Alumbrera Mine set out in the table above have been estimated by
Luis Rivera, MAusIMM at MAL who is a qualified person under NI 43-101 and a competent person
under the JORC Code. The Ore Reserves are classified as proved and probable, and are based on
the JORC Code.(2)
    
    Based on a gold price of $400 per ounce and a copper price of $1.00 per pound.(3)
    
    Ore Reserves are based on a life-of-mine production schedule generated from pit optimization
studies on the new resource block model and are reported on the basis of a recoverable payable
copper equivalent cut-off grade of 0.32%, with the equivalent grade taking into account copper
and gold grades, prices, metallurgical recoveries and realisation costs. The recoverable
payable copper equivalent cut-off grade of 0.32% represents in-situ copper and gold grades
generally in the range of 0.15% copper, 0.26 grams of gold per tonne to 0.25% copper, 0.11
grams of gold per tonne.(4)
    
    Numbers may not add up due to rounding.  Measured and Indicated Mineral Resources (1)(2)(3)(4)  (excluding Proved and Probable Mineral Reserves)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Copper
    
    Gold
    
    Copper(millions)
    
    (grams per tonne)
    
    (%)
    
    (millions of
    
    (millions ofounces)
    
    pounds)Measured
    
    
    7.50
    
    
    
    0.36
    
    
    
    0.37
    
    
    
    0.09
    
    
    
    61Indicated
    
    
    1.50
    
    
    
    0.40
    
    
    
    0.40
    
    
    
    0.02
    
    
    
    13Measured + Indicated
    
    
    9.00
    
    
    
    0.37
    
    
    
    0.38
    
    
    
    0.11
    
    
    
    74
 
 (1)
    
    The Mineral Resources for the Alumbrera Mine set out in the table above have been estimated
by Luis Rivera, MAusIMM at MAL who is a qualified person under NI 43-101 and a competent
person under the JORC Code. The Mineral Resources are classified as measured and indicated,
and are based on the JORC Code.(2)
    
    Based on a gold price of $410 per ounce and a copper price of $1.10 per pound.(3)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability.(4)
    
    Numbers may not add up due to rounding. Mineral Processing and Metallurgical Testing
   - 55 -




---



##### 



Mining Operations
     Milling Operations
     - 56 -




---



##### 



Markets and Contracts
  - 57 -




---



##### 



Environmental Considerations
  Permitting
    Compliance
   - 58 -




---



##### 



Reclamation and Closure
    Bond-Posting
  Capital Costs
  Taxes
  - 59 -




---



##### 



Production Estimates
  
 San Dimas Mine, Mexico
  Property Description and Location
  Accessibility, Climate, Local Resources, Infrastructure and Physiography
   - 60 -




---



##### 



History
     Geological Setting
   - 61 -




---



##### 



Exploration
     - 62 -




---



##### 



Deposit Types and Mineralization
    Drilling
   Sampling Method and Approach
    - 63 -




---



##### 



Sample Preparation, Analysis and Security
     Mineral Reserve and Mineral Resource Estimates
   - 64 -




---



##### 



Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)(6)
 Grade
    
    Contained MetalDeposit
    
    Category
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(millions)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (millions of
    
    (millions ofounces)
    
    ounces)Tayoltita
    
    Proven
    
    
    0.36
    
    
    
    3.08
    
    
    
    332
    
    
    
    0.04
    
    
    
    3.8Probable
    
    
    1.13
    
    
    
    3.25
    
    
    
    315
    
    
    
    0.12
    
    
    
    11.4Proven + Probable
    
    
    1.48
    
    
    
    3.21
    
    
    
    320
    
    
    
    0.15
    
    
    
    15.2Santa Rita
    
    Proven
    
    
    206
    
    
    
    3.59
    
    
    
    497
    
    
    
    0.02
    
    
    
    3.3Probable
    
    
    477
    
    
    
    5.38
    
    
    
    358
    
    
    
    0.08
    
    
    
    5.5Proven + Probable
    
    
    683
    
    
    
    4.84
    
    
    
    400
    
    
    
    0.11
    
    
    
    8.8San Antonio/
    
    Proven
    
    
    1,001
    
    
    
    7.70
    
    
    
    420
    
    
    
    0.25
    
    
    
    13.5Central Block
    
    Probable
    
    
    1,146
    
    
    
    7.81
    
    
    
    442
    
    
    
    0.29
    
    
    
    16.3Proven + Probable
    
    
    2.14
    
    
    
    7.76
    
    
    
    432
    
    
    
    0.54
    
    
    
    29.8Total
    
    Proven
    
    
    1.57
    
    
    
    6.10
    
    
    
    410
    
    
    
    0.31
    
    
    
    20.7Probable
    
    
    2.75
    
    
    
    5.53
    
    
    
    376
    
    
    
    0.49
    
    
    
    33.2Proven + Probable
    
    
    4.32
    
    
    
    5.73
    
    
    
    388
    
    
    
    0.80
    
    
    
    53.8
 
 (1)
    
    The Mineral Reserves for the San Dimas Mine set out in the table above have been estimated
by Velasquez Spring, P.Eng at WGM who is a qualified person under NI 43-101.(2)
    
    Cut-off grades, based on total operating costs for Tayoltita, Santa Rita and San Antonio,
were $64.31 per tonne.(3)
    
    All Mineral Reserves are diluted.(4)
    
    The tonnage factor is 2.7 tonnes per cubic metre.(5)
    
    Based on a gold price of $450 per ounce and a silver price of
$7.00 per ounce.(6)
    
    Numbers may not add up due to rounding.  Inferred Mineral Resources (1)(2)(3)(4)(5)(6)(7)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalDeposit
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(millions)
    
    (gram per tonne)
    
    (gram per tonne
    
    (millions of
    
    (millions ofounces)
    
    ounces)Tayoltita
    
    
    7.98
    
    
    
    2.9
    
    
    
    321
    
    
    
    0.74
    
    
    
    82.4Santa Rita
    
    
    4.06
    
    
    
    2.3
    
    
    
    329
    
    
    
    0.30
    
    
    
    42.9San Antonio/ Central Block
    
    
    5.23
    
    
    
    4.3
    
    
    
    314
    
    
    
    0.72
    
    
    
    52.8Total
    
    
    17.27
    
    
    
    3.2
    
    
    
    321
    
    
    
    1.76
    
    
    
    178.1
 
 (1)
    
    The Inferred Mineral Resources for the San Dimas Mine set out in the table above have been
estimated by Velasquez Spring, P.Eng at WGM who is a qualified person under NI 43-101.(2)
    
    Cut-off grades, based on total operating costs for Tayoltita, Santa Rita and San Antonio,
were $64.31 per tonne.(3)
    
    All Mineral Resources are diluted.(4)
    
    The tonnage factor is 2.7 tonnes per cubic metre.(5)
    
    Based on a gold price of $525 per ounce and a silver price of
$8.00 per ounce.(6)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability. - 65 -




---



##### 



(7)
    
    Numbers may not add up due to rounding. Mining Operations
  Tayoltita Mine
    Santa Rita Mine
   San Antonio and Central Block
    - 66 -




---



##### 



Milling Operations
   Environmental
  Tailings Management
    - 67 -




---



##### 



Tayoltita Tailings
       San Antonio Tailings
    - 68 -




---



##### 



Nukay Mine, Mexico
   Property Description and Location
   Accessibility, Climate, Local Resources and Physiography
       - 69 -




---



##### 



History
    Geological Setting
  Exploration
  Drilling and Sampling
   - 70 -




---



##### 



Assaying
   Mineral Reserve and Mineral Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)
 Category
    
    Tonnes
    
    Gold Grade
    
    Contained Gold(millions)
    
    (grams per tonne)
    
    (millions of ounces)Proven
    
    
    1.18
    
    
    
    7.00
    
    
    
    0.27Probable
    
    
    2.43
    
    
    
    5.56
    
    
    
    0.44Proven + Probable
    
    
    3.62
    
    
    
    6.03
    
    
    
    0.70
 
 (1)
    
    The Mineral Reserves for the Nukay Mine set out in the table above have been estimated by
Reynaldo Rivera, MAusIMM at Luismin who is a qualified person under NI 43-101.(2)
    
    Cut-off grades ranged from 4.5 grams of gold per tonne, dependent on mining method and
location.(3)
    
    The tonnage factor is 3.5 tonnes per cubic metre. Cut off $58.00 per tonne.(4)
    
    Based on a gold price of $450 per ounce.(5)
    
    Numbers may not add up due to rounding.  Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)
 Category
    
    Tonnes
    
    Gold Grade
    
    Contained Gold(millions)
    
    (grams per tonne)
    
    (millions of ounces)Measured
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    0.26
    
    
    
    5.78
    
    
    
    0.05Measured + Indicated
    
    
    0.26
    
    
    
    5.78
    
    
    
    0.05Inferred
    
    
    4.09
    
    
    
    5.61
    
    
    
    0.74
 
 (1)
    
    The Mineral Resources for the Nukay Mine set out in the table above have been estimated by
Reynaldo Rivera, MAusIMM at Luismin who is a qualified person under NI 43-101. The Mineral
Resources are classified as indicated and inferred, and are based on the CIM Standards.(2)
    
    Cut-off grades ranged from 0.7 to 3.4 grams of gold per tonne, dependent on mining method and
location.(3)
    
    The tonnage factor is 3.5 tonnes per cubic metre.(4)
    
    Based on a gold price of $525 per ounce.(5)
    
    Numbers may not add up due to rounding.(6)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability. Mining Operations
  - 71 -




---



##### 



Milling Operations
    Environmental Upgrades
    Markets and Contracts for the San Dimas and Nukay Mines
    - 72 -




---



##### 



Capital Costs for the San Dimas and Nukay Mines
   Capital Expenditures for Environmental Mitigation and Upgrade of Tailings Management Practice
   Capital Expenditures for Expansion of Production
   Taxes for the San Dimas and Nukay Mines
  - 73 -




---



##### 



Statutory Profit Sharing for the San Dimas and Nukay Mines
  Production Estimates for the San Dimas and Nukay Mines
  Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
Due to the uncertainty which may attach to Inferred Mineral Resources, there is no assurance that
Inferred Mineral Resources will be upgraded to Proven and Probable Mineral Reserves as a result of
continued exploration. The 21 year production schedule is a preliminary assessment which is
preliminary in nature and includes Inferred Mineral Resources that are too speculative geologically
to have economic considerations applied to them to enable them to be categorized as Mineral
Reserves. There is no certainty that the preliminary assessment will be realized.
  
    
    Production has been sustained from the San Dimas deposits for more than 200 years;
    
    Luismin has been successfully conducting the mine operations at San Dimas for 19 years;
    
    In the main production area at San Dimas, Luismin has been able to achieve a
conversion of approximately 91% of the Inferred Mineral Resources into Mineral
Reserves;
    
    Luismin operating practice has been to convert Mineral Resources into Mineral
Reserves after drifting in the mineralization and completion of sampling and mining of
the headings; and
    
    Due to the combination of ever expanding production requirements, better access
to capital, the well understood geology and economic zone of the mineralization, and
the historical success of the operations, Luismin will be better positioned to support
their mine development and Mineral Reserve definition with a normal level of diamond
drilling prior to mining. This should provide for a higher level of Mineral Reserve
definition prior to mining.
  
 Los Filos Project, Mexico
   - 74 -




---



##### 



Property Description and Location
   Accessibility, Climate, Local Resources, Infrastructure and Physiography
       - 75 -




---



##### 



History
 Los Filos
     Bermejal
    - 76 -




---



##### 



Geological Setting
 Regional Geology
     Los Filos Deposit Geology
    - 77 -




---



##### 



Bermejal Deposit Geology
    - 78 -




---



##### 



Exploration
         Mineralization
   Drilling
  - 79 -




---



##### 



Sampling and Analysis
    Security of Samples
  - 80 -




---



##### 



Mineral Reserve and Mineral Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)
 Category
    
    Tonnes
    
    Gold
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (000 ounces)Los Filos
    
    Proven
    
    
    11,701
    
    
    
    1.34
    
    
    
    504Crush/Leach
    
    Probable
    
    
    18,520
    
    
    
    1.61
    
    
    
    956Mineable Reserve
    
    Proven + Probable
    
    
    30,221
    
    
    
    1.50
    
    
    
    1,460Los Filos
    
    Proven
    
    
    25,164
    
    
    
    0.88
    
    
    
    711Total Mineable
    
    Probable
    
    
    41,585
    
    
    
    0.94
    
    
    
    1,257Reserve
    
    Proven + Probable
    
    
    66,749
    
    
    
    0.92
    
    
    
    1,968Bermejal
    
    Proven
    
    
    
    
    
    
    
    
    
    
    Mineable Reserve
    
    Probable
    
    
    135,899
    
    
    
    0.58
    
    
    
    2,534Proven + Probable
    
    
    135,899
    
    
    
    0.58
    
    
    
    2,534
 
 (1)
    
    The Mineral Reserves for the Los Filos Project set out in the table above have been
estimated by Michael G. Hester, FAusIMM of IMC and Reynaldo Rivera, MAusIMM at Luismin who are
qualified persons under NI 43-101.(2)
    
    Cut-off grade for the Los Filos deposit was 0.22 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $400 per ounce of gold.(3)
    
    Cut-off grade for the Bermejal deposit was 0.20 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $425 per ounce of gold.  Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)(7)
 Category
    
    Tonnes
    
    Gold
    
    Contained Gold(000s)
    
    (grams per tonne)
    
    (000 ounces)Los Filos
    
    Measured
    
    
    10,194
    
    
    
    0.70
    
    
    
    229Indicated
    
    
    20,635
    
    
    
    0.68
    
    
    
    454Measured + Indicated
    
    
    30,829
    
    
    
    0.69
    
    
    
    683Inferred
    
    
    3,892
    
    
    
    0.59
    
    
    
    73Bermejal
    
    Measured
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    22,262
    
    
    
    0.51
    
    
    
    367Measured + Indicated
    
    
    22,262
    
    
    
    0.51
    
    
    
    367Inferred
    
    
    12,635
    
    
    
    0.45
    
    
    
    183Bermejal U/G
    
    Measured
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    111
    
    
    
    4.81
    
    
    
    17Measured + Indicated
    
    
    111
    
    
    
    4.81
    
    
    
    17Inferred
    
    
    361
    
    
    
    4.79
    
    
    
    564P
    
    Measured
    
    
    
    
    
    
    
    
    
    
    Indicated
    
    
    36,900
    
    
    
    0.61
    
    
    
    719Measured + Indicated
    
    
    36,900
    
    
    
    0.61
    
    
    
    719Inferred
    
    
    54,900
    
    
    
    0.63
    
    
    
    1,119
 - 81 -




---



##### 



(1)
    
    The Mineral Resources for the Los Filos Project and Bermejal deposits set out in the table
above have been estimated by Michael G. Hester, FAusIMM of IMC and Reynaldo Rivera, MAusIMM at
Luismin who are qualified persons under NI 43-101.(2)
    
    The Mineral Resources for the 4P deposit set out in the table above have been estimated by
Pamela de Mark, MAusIMM of Snowden who is a qualified person under NI 43-101.(3)
    
    Cut-off grade for the Los Filos deposit was 0.22 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $525 per ounce of gold.(4)
    
    Cut-off grade for the Bermejal deposit was 0.20 grams of gold per tonne wholly contained
within a pit optimization shell defined by using $525 per ounce of gold.(5)
    
    Cut-off grade for the Bermejal U/G deposit was 3.47 grams of gold per tonne wholly contained
within a standard longitudinal section using $525 per ounce of gold.(6)
    
    Cut-off grade for the 4P deposit was 0.22 grams of gold per tonne.(7)
    
    Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do
not have demonstrated economic viability. Mining Operations
       Mineral Processing and Metallurgical Testing
 Los Filos
  Bermejal
   - 82 -




---



##### 



Environmental Considerations and Permitting
      
 Marlin Mine, Guatemala
 www.sedar.com
 Project Description and Location
    - 83 -




---



##### 



Accessibility, Climate, Local Resources, Infrastructure and Physiography
      History
  Geological Setting
   Mineralization
  - 84 -




---



##### 



Exploration
   Drilling
     Sampling and Analysis
 3 4
  - 85 -




---



##### 



Security of Samples
    Mineral Reserve and Mineral Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(millions)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (millions of
    
    (millions ofounces)
    
    ounces)Proven
    
    
    4.0
    
    
    
    4.78
    
    
    
    102.1
    
    
    
    0.62
    
    
    
    13.1Probable
    
    
    12.36
    
    
    
    3.96
    
    
    
    90.7
    
    
    
    1.57
    
    
    
    36.0Proven + Probable
    
    
    16.36
    
    
    
    4.16
    
    
    
    93.5
    
    
    
    2.19
    
    
    
    49.2
 
 (1)
    
    The Mineral Reserves for the Marlin Mine set out in the table above have been estimated by
Bob H. Bryson at Goldcorp and audited by Neil B. Prenn, P.Eng. at Mine Development Associates
who is a qualified person under NI 43-101.(2)
    
    Based on a gold price of $450 per ounce and a silver price of $7.00 per ounce. - 86 -




---



##### 



Measured, Indicated and Inferred Mineral Resources (1)(2)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Gold
    
    Silver(millions)
    
    (grams per tonne)
    
    (grams per tonne)
    
    (millions of
    
    (millions ofounces)
    
    ounces)Measured
    
    
    0.64
    
    
    
    0.85
    
    
    
    16.7
    
    
    
    0.02
    
    
    
    0.3Indicated
    
    
    2.72
    
    
    
    2.27
    
    
    
    84.4
    
    
    
    0.20
    
    
    
    7.4Measured + Indicated
    
    
    3.36
    
    
    
    2.00
    
    
    
    71.5
    
    
    
    0.22
    
    
    
    7.7Inferred
    
    
    20.09
    
    
    
    1.56
    
    
    
    27.5
    
    
    
    1.01
    
    
    
    17.8
 
 (1)
    
    The Mineral Resources for the Marlin Mine set out in the table above have been estimated by
Bob H. Bryson at Goldcorp and audited by Neil B. Prenn, P.Eng. at Mine Development Associates
who is a qualified person under NI 43-101.(2)
    
    Based on a gold price of $525 per ounce and a silver price of $8.00 per ounce. Operations
    
 Pueblo Viejo Project, Dominican Republic
  Property Description and Location
  - 87 -




---



##### 




    
    The SLA will extend for 25 years following notice by PDDC to the Dominican Republic
that PDDC has determined to develop a mine at Pueblo Viejo, with one extension at the
mutual agreement of the parties, allowing a possible term of 75 years;
    
    PDDC may exploit the Los Quernados Limestone Deposit and all other limestone deposits
within Pueblo Viejo at no additional charge;
    
    The Dominican Republic will acquire and lease to PDDC the lands and mineral rights
necessary for permanent disposal of tailings and waste;
    
    The Dominican Republic will mitigate all historical environmental matters, except
those conditions within areas designated for development by PDDC;
    
    The Dominican Republic will relocate at its sole cost and in accordance with World
Bank standards those persons dwelling in the Los Cacaos area;
    
    The Dominican Republic State will provide a permanent reliable water source necessary
to conduct the operations at no extra charge to PDDC; and
    
    PDDC will make net royalty payments to the Dominican State of 3.2% of net receipts of
sales, make a net profits interest payment (with a rate that varies with the price of
gold) after PDDC has recaptured its initial and ongoing investments and pay income tax
under a stabilized tax regime.
  History
    - 88 -




---



##### 



Geological Setting and Mineralization
     Drilling and Verification of Data
      - 89 -




---



##### 



Sampling Method and Approach
   Sample Preparation, Analyses and Security
    Mineral Processing and Metallurgical Testing
    - 90 -




---



##### 



Mineral Reserve and Resource Estimates
  Proven and Probable Mineral Reserves (1)(2)(3)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Zinc
    
    Gold
    
    Silver
    
    Copper
    
    Zinc(grams
    
    (grams per
    
    
    
    
    
    
    
    
    
    (millions
    
    (millions of
    
    (millions of
    
    (millions of(millions)
    
    per tonne)
    
    tonne)
    
    (%)
    
    (%)
    
    of ounces)
    
    ounces)
    
    pounds)
    
    pounds)Proven
    
    
    7.67
    
    
    
    3.01
    
    
    
    20.3
    
    
    
    0.11
    
    
    
    0.86
    
    
    
    0.74
    
    
    
    5.0
    
    
    
    19
    
    
    
    146Probable
    
    
    64.04
    
    
    
    3.16
    
    
    
    15.8
    
    
    
    0.10
    
    
    
    0.68
    
    
    
    6.51
    
    
    
    32.5
    
    
    
    134
    
    
    
    961Proven + Probable
    
    
    71.71
    
    
    
    3.14
    
    
    
    16.3
    
    
    
    0.10
    
    
    
    0.70
    
    
    
    7.25
    
    
    
    37.5
    
    
    
    153
    
    
    
    1,108
 
 (1)
    
    The Mineral Reserves for the Pueblo Viejo Project have been estimated by Rick Allan,
Director, Engineering and Mining Support at Barrick, Jacques McMullen, Vice President,
Metallurgy and Process Development at Barrick and Rick Sims, Manager Corporate Reserves at
Barrick who are qualified persons under NI 43-101. The Mineral Reserves are classified as
proven and probable and are based on the CIM Standards. Mineral Reserves are contained within
an open pit design using a life-of-mine average cut-off grade of 1.7 grams per tonne.(2)
    
    Based on a gold price of $475 per ounce, a silver price of $8.50 per ounce, a copper price of
$1.25 per pound and a zinc price of $0.60 per pound.(3)
    
    Numbers may not add up due to rounding.  Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)  (excluding Proven and Probable Mineral Reserves)
 Grade
    
    Contained MetalCategory
    
    Tonnes
    
    Gold
    
    Silver
    
    Copper
    
    Zinc
    
    Gold
    
    Silver
    
    Copper
    
    Zinc(grams
    
    (grams per
    
    
    
    
    
    
    
    
    
    (millions
    
    (millions of
    
    (millions of
    
    (millions of(millions)
    
    per tonne)
    
    tonne)
    
    (%)
    
    (%)
    
    of ounces)
    
    ounces)
    
    pounds)
    
    pounds)Measured
    
    
    0.30
    
    
    
    2.90
    
    
    
    12.7
    
    
    
    0.05
    
    
    
    0.21
    
    
    
    0.03
    
    
    
    0.1
    
    
    
    1
    
    
    
    1Indicated
    
    
    9.57
    
    
    
    2.68
    
    
    
    9.5
    
    
    
    0.05
    
    
    
    0.15
    
    
    
    0.82
    
    
    
    2.9
    
    
    
    11
    
    
    
    31Measured + Indicated
    
    
    9.87
    
    
    
    2.69
    
    
    
    9.6
    
    
    
    0.05
    
    
    
    0.15
    
    
    
    0.85
    
    
    
    3.0
    
    
    
    12
    
    
    
    32Inferred
    
    
    19.67
    
    
    
    2.82
    
    
    
    4.2
    
    
    
    0.03
    
    
    
    0.02
    
    
    
    1.78
    
    
    
    2.7
    
    
    
    13
    
    
    
    10
 
 (1)
    
    The Mineral Resources for the Pueblo Viejo Project have been estimated by Rick Allan,
Director, Engineering and Mining Support at Barrick, Jacques McMullen, Vice President,
Metallurgy and Process Development at Barrick and Rick Sims, Manager Corporate Reserves at
Barrick who are qualified persons under NI 43-101. The Mineral Resources are classified as
measured, indicated and inferred and are based on the CIM Standards. Mineral Resources are
contained within a pit design using an average cut-off grade of 1.5 grams per tonne.(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 $525 per ounce, a silver price of $8.00 per ounce, a copper price of
$1.50 per pound and a zinc price of $0.86 per pound.(4)
    
    Numbers may not add up due to rounding Mining Operations
  - 91 -




---



##### 




    
    A minimum throughput rate of 15,000 tonnes per day must be achieved.
    
    An aggressive cut-off grade strategy must be implemented to process the highest grade
ore early in the mine life with lower grade ore stockpiled for processing later in the
mine life. PDTS has demonstrated that this should be achievable.
    
    Proper blending of the ore will be necessary to maximize the utilization of the
process facility and achieve required gold production. PDTS has demonstrated that the
blending should be achievable.
   
 Other Mineral Projects
 
 El Sauzal Mine, Mexico
  
 Porcupine Mine, Canada
  - 92 -




---



##### 



Musselwhite Mine, Canada
  
 Peak Mine, Australia
  
 Marigold Mine, United States
  
 Amapari Mine, Brazil
  - 93 -




---



##### 



La Coipa Mine, Chile
  
 San Martin Mine, Honduras
  
 Wharf Mine, United States
  
 Éléonore Project, Québec
   -
 -
 -
  - 94 -




---



##### 



Cerro Blanco Project,Guatemala
  
 El Limón Project, Mexico
  
 South Arturo Project, United States
  
 Imperial Project, United States
  - 95 -




---



##### 



San Nicolas Project, Mexico
  
 DIVIDENDS
   
 DESCRIPTION OF CAPITAL STRUCTURE
  - 96 -




---



##### 



TRADING PRICE AND VOLUME
 Common Shares
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeJanuary 2006
    
    
    31.99
    
    
    
    26.61
    
    
    
    54,880,856February 2006
    
    
    31.95
    
    
    
    26.89
    
    
    
    47,111,376March 2006
    
    
    35.08
    
    
    
    28.79
    
    
    
    58,632,908April 2006
    
    
    39.25
    
    
    
    33.19
    
    
    
    42,314,707May 2006
    
    
    45.99
    
    
    
    32.02
    
    
    
    73,513,455June 2006
    
    
    34.10
    
    
    
    26.75
    
    
    
    77,591,719July 2006
    
    
    35.66
    
    
    
    30.03
    
    
    
    46,915,955August 2006
    
    
    35.36
    
    
    
    30.42
    
    
    
    65,471,336September 2006
    
    
    31.89
    
    
    
    24.17
    
    
    
    123,945,534October 2006
    
    
    29.56
    
    
    
    22.97
    
    
    
    109,712,754November 2006
    
    
    35.71
    
    
    
    29.01
    
    
    
    123,228,240December 2006
    
    
    35.89
    
    
    
    30.95
    
    
    
    67,182,028
  Warrants
  High
    
    LowMonth
    
    (C$)
    
    (C$)
    
    VolumeJune 2006 (1)
    
    
    12.94
    
    
    
    8.50
    
    
    
    5,839,996July 2006
    
    
    17.00
    
    
    
    12.70
    
    
    
    1,021,772August 2006
    
    
    20.35
    
    
    
    17.25
    
    
    
    332,308September 2006
    
    
    21.20
    
    
    
    16.05
    
    
    
    197,939October 2006
    
    
    17.55
    
    
    
    14.50
    
    
    
    56,162November 2006
    
    
    18.30
    
    
    
    16.48
    
    
    
    475,099December 2006
    
    
    19.00
    
    
    
    15.50
    
    
    
    52,497
 
 (1)
    
    The Warrants commenced trading on the NYSE and the TSX on June 12, 2006.  - 97 -




---



##### 



DIRECTORS AND OFFICERS
  Name,Province/State andCountry of Residence
    
    Position(s) with the Corporation
    
    Principal OccupationC. Kevin McArthur (5)
Nevada, United States
    
    President, Chief Executive
Officer and a Director
(director since November 2006)
    
    President and Chief Executive Officer of GoldcorpIan W. Telfer (6)
British Columbia, Canada
    
    Chairman of the Board and a
Director (director since
February 2005)
    
    Chairman of the Board of GoldcorpDouglas M. Holtby (3)(7)
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. and MKC Capital (private
investment companies)John P. Bell (2)(4)
British Columbia, Canada
    
    Director since February 2005
    
    Independent DirectorLawrence I. Bell (1)(3)(4)
British Columbia, Canada
    
    Director since February 2005
    
    Non-Executive Chairman of British Columbia
Hydro and Power AuthorityBeverley A. Briscoe (1)(3)
British Columbia, Canada
    
    Director since April 2006
    
    President of Briscoe Management LimitedPeter J. Dey (2)(3)
Ontario, Canada
    
    Director since June 2006
    
    Chairman of Paradigm Capital Inc.P. Randy Reifel (4)
British Columbia, Canada
    
    Director since November 2006
    
    President of Chesapeake Gold Corp.A. Dan Rovig (1)(2)
Nevada, United States
    
    Director since November 2006
    
    Independent ConsultantKenneth F. Williamson (1)(2)
Ontario, Canada
    
    Director since November 2006
    
    Independent ConsultantLindsay A. Hall (8)
British Columbia, Canada
    
    Chief Financial Officer and
Executive Vice President
    
    Chief Financial Officer and Executive Vice
President of GoldcorpCharles A. Jeannes (9)
British Columbia, Canada
    
    Executive Vice President,
Corporate Development
    
    Executive Vice President, Corporate Development
of GoldcorpSteve P. Reid (10)
Ontario, Canada
    
    Executive Vice President and
Chief Operating Officer
    
    Executive Vice President and Chief Operating
Officer of GoldcorpEduardo Luna 
Mexico City, Mexico
    
    Executive Vice President
    
    Executive Vice President of Goldcorp, and
Chairman of the board of directors Silver
Wheaton Corp.Julio Carvalho (11)
Rio de Janeiro, Brazil
    
    Executive Vice President,
Central and South America
    
    Executive Vice President, Central and South
America of GoldcorpRohan Hazelton 
British Columbia, Canada
    
    Vice President, Finance
    
    Vice President, Finance of Goldcorp
 - 98 -




---



##### 



Name,Province/State andCountry of Residence
    
    Position(s) with the Corporation
    
    Principal OccupationWendy Louie (12)
British Columbia, Canada
    
    Vice President, Controller
    
    Vice President, Controller of GoldcorpMark A. Ruus (13)
British Columbia, Canada
    
    Vice President, Tax
    
    Vice President, Tax of GoldcorpPaula Rogers 
British Columbia, Canada
    
    Vice President, Treasurer
    
    Vice President, Treasurer of GoldcorpPaul M. Stein
Ontario, Canada
    
    Corporate Secretary
    
    Partner, Cassels Brock & Blackwell LLP (law firm)Anna M. Tudela
British Columbia, Canada
    
    Director, Legal and Assistant
Corporate Secretary
    
    Director, Legal and Assistant Corporate
Secretary of Goldcorp and Silver Wheaton Corp.
 
 (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.(5)
    
    Mr. McArthur was appointed President and Chief Executive Officer of the Corporation effective
on November 15, 2006.(6)
    
    Mr. Telfer was appointed Chairman of the Board effective on November 15, 2006 and resigned as
President and Chief Executive Officer of the Corporation effective on November 15, 2006.(7)
    
    Mr. Holtby was appointed Vice Chairman of the Board and Lead Director effective on November
15, 2006.(8)
    
    Mr. Hall was appointed Chief Financial Officer of the Corporation and Executive Vice
President of the Corporation on April 19, 2006 and March 3, 2006, respectively.(9)
    
    Mr. Jeannes was appointed Executive Vice President, Corporate Development of the Corporation
effective January 1, 2007 and, prior thereto, he was appointed Executive Vice President of the
Corporation effective November 15, 2006.(10)
    
    Mr. Reid was appointed Chief Operating Officer of the Corporation effective January 1, 2007
and, prior thereto, he was appointed Executive Vice President, Canada and USA of the
Corporation effective May 12, 2006.(11)
    
    Mr. Carvalho was appointed Executive Vice President, Central and South America of the
Corporation effective April 19, 2006.(12)
    
    Ms. Louie was appointed an officer of the Corporation effective August 10, 2006.(13)
    
    Mr. Ruus was appointed an officer of the Corporation effective August 10, 2006.  C. Kevin McArthur  President, Chief Executive Officer and Director.
 Ian W. Telfer  Chairman and Director.
 Douglas M. Holtby  Vice Chairman of the Board and Lead Director.
 - 99 -




---



##### 



John P. Bell  Director.
 Lawrence I. Bell  Director.
 Beverley Briscoe  Director.
 Peter Dey  Director.
 P. Randy Reifel  Director.
 A. Dan Rovig  Director.
 - 100 -




---



##### 



Kenneth F. Williamson  Director.
 Lindsay Hall  Chief Financial Officer and Executive Vice President.
 Charles Jeannes  Executive Vice President, Corporate Development.
 Steve Reid  Executive Vice President and Chief Operating Officer.
 Eduardo Luna  Executive Vice President.
 Julio Carvalho  Executive Vice President, Central and South America.
 Rohan Hazelton  Vice President, Finance.
 - 101 -




---



##### 



Wendy Louie  Vice President, Controller.
 Paula Rogers  Vice President, Treasurer.
 Mark Ruus  Vice President, Tax.
 Paul M. Stein  Corporate Secretary.
 Anna M. Tudela  Director, Legal and Assistant Corporate Secretary.
   - 102 -




---



##### 



Cease Trade Orders, Bankruptcies, Penalties and Sanctions
  Conflicts of Interest
  
 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
     - 103 -




---



##### 



TRANSFER AGENT AND REGISTRAR
   
 MATERIAL CONTRACTS
  1.
    
    The $500 million credit facility, available under the Corporations profile at
www.sedar.com.2.
    
    The $550 million credit facility, available under the Corporations profile at
www.sedar.com.3.
    
    The $350 million credit facility, available under the Corporations profile at
www.sedar.com.
 - 104 -




---



##### 



INTERESTS OF EXPERTS
  Mineral Property(ies)
    
    Qualified Person(s)Red Lake Gold Mines
    
    Stephane Blais, P.Eng. at Red Lake
Gold Mines (Mineral Reserves)
Dean Crick, M.Sc., P.Geo. at Red Lake Gold Mines (Mineral Resources
 Red Lake Complex)
Anthony Stechishen, P. Eng. at Red Lake Gold Mines (Mineral Resources
 Campbell Complex)Peñasquito Project 
Cerro Blanco Project 
Imperial Project
    
    James S. Voorhees, P.Eng., formerly
at Glamis Gold Ltd.Alumbrera Mine
    
    Luis Rivera, MAusIMM at Minera Alumbrera LimitedSan Dimas Mine
    
    Velasquez Spring, P.Eng at Watts, Griffis and McOuat LimitedNukay Mine
    
    Reynaldo Rivera, MAusIMM at
Luismin, S.A. de C.V.Los Filos Project
    
    Michael G. Hester, FAusIMM at Independent Mining Consultants, Inc.
Reynaldo Rivera, MAusIMM at Luismin, S.A. de C.V.Los Filos Project  4P Deposit
    
    Pamela De Mark, MAusIMM at Snowden Mining Industry ConsultantsMarlin Mine 
El Sauzal Mine 
Marigold Mine 
San Martin Mine
    
    Neil B. Prenn, P.Eng. at Mine Development AssociatesPueblo Viejo Project
    
    Rick Allan, Director, Engineering and Mining Support at Barrick Gold
Corporation
Jacques McMullen, Vice President, Metallurgy and Process Development
at Barrick Gold Corporation
Rick Sims, Manager Corporate Reserves at Barrick Gold CorporationPorcupine Mine
    
    Stephen Price, P.Geo. at the Porcupine Mine
Alastair Still, P.Geo. at the Porcupine Mine
Imola Götz, P.Eng. at the Porcupine MineMusselwhite Mine
    
    Andrew Cheatle, P.Geo. at the Musselwhite Mine
Tim Sanford, P.Eng. at the Musselwhite MinePeak Mine
    
    Eric Strom, P.Eng. at Peak Gold Mines Pty Ltd.
Rex Berthelsen, MAusIMM at Peak Gold Mines Pty Ltd.Amapari Mine
    
    Trevor Jones, MAIG at Mineração Pedra Branca do Amapari Ltda.La Coipa Mine
    
    Andrés Guaringa, MAusIMM at Compañia Minera Mantos de OroWharf Mine
    
    Michael Kociumbas, P.Geo. at Watts, Griffis and McOuat Limited
G. Ross MacFarlane, P.Eng. at Watts, Griffis and McOuat LimitedEl Limón Project
    
    James N. Gray, P.Geo. at Teck Cominco Ltd.
Al Samis, P.Geo. at Teck Cominco Ltd.South Arturo Project
    
    Rick Sims, Manager Corporate Reserves at Barrick Gold CorporationSan Nicolas Project
    
    Paul Bankes, P.Geo. at Teck Cominco Ltd.
 - 105 -




---



##### 



1.
    
    Red Lake Gold Mines  Dean Crick, M.Sc., P.Geo., Stephane Blais, P.Eng. and Anthony
Stechishen, P.Geo. prepared a NI 43-101 report for Goldcorp entitled The Red Lake Gold Mines
Property, Red Lake Mining Division, Northern Ontario dated November 17, 2006.2.
    
    Peñasquito Project  Jerry Hanks, P.Eng. at IMC, Tom Drielick, P.Eng. at M3 Engineering &
Technology Corp. (M3), Tom Wythes, P.Eng. at Golder, Conrad Huss, P.Eng. at M3, Michael
Pegnam, P.Eng. at Golder and Jim Johnson, P.Eng. at Golder, prepared a 43-101 report for
Glamis (since re-addressed to Goldcorp) entitled Peñasquito Feasibility Study: 100,000 MTPD
NI 43-101 Technical Report dated July 31, 2006.3.
    
    Alumbrera Mine  Harry Burgess, P.Eng., B. Terrence Hennessey, P.Geo. and David T. Wells,
C.Eng., all at Micon, prepared a NI 43-101 report for Wheaton entitled Technical Report on
Mining and Processing Assets of Peak Gold Mines, in New South Wales, Australia and Minera
Alumbrera Ltd., in Argentina dated January 2003.4.
    
    Luismin Mines  Velasquez Spring, P.Eng., Senior Geologist at WGM, and G. Ross MacFarlane,
P.Eng., former Senior Associate Operations Engineer at WGM, prepared a NI 43-101 report for
the Corporation entitled An audit of the Mineral Reserves/Resources Tayoltita, Santa Rita,
San Antonio and San Martin Mines as of December 31, 2004 for Wheaton River Minerals Ltd.
dated March 9, 2005.5.
    
    Los Filos Project  P. John Barton, B.Sc.(Eng.), ARSM, MAusIMM, Divisional Manager Project
Management at Snowden, Andrew F. Ross, M.Sc., P.Geo., General Manager at Snowden, Michael G.
Hester, MAusIMM, Vice President and Principal Mining Engineer at IMC, Daniel W. Kappes,
President of KCA and John F. Lupo, Ph.D., P.E., Senior Geological Engineer at URS Australia
Pty. Ltd., prepared a NI 43-101 report for Goldcorp entitled Technical Report NI 43-101F1 Los
Filos Project, Mexico dated March 31, 2006.6.
    
    Marlin Mine  James S. Voorhees, P.Eng., formerly at Glamis, prepared a NI 43-101 report for
Glamis entitled Marlin Project Technical Report dated November 11, 2003.7.
    
    Pueblo Viejo Project  AMEC prepared a NI 43-101 report for Placer Dome
(since re-addressed to Goldcorp) entitled Pueblo Viejo Project, Province of Sanchez Ramirez,
Dominican Republic, 43-101 Technical Report and Qualified Persons Review dated October 26,
2005.
 www.sedar.com
    - 106 -




---



##### 



AUDIT COMMITTEE
   Audit Committees
  Relevant Education and Experience
  Beverley Briscoe 
 Lawrence I. Bell 
 - 107 -




---



##### 



A. Dan Rovig 
 Kenneth F. Williamson 
 Pre-Approval Policies and Procedures
  External Auditor Service Fees
 Audit Fees
  Audit-Related Fees
  
    
    Due diligence
    
    $
    183,200
    
    Internal controls over financial reporting advisory services
    
    
    496,700
    
    Other
    
    
    263,100$
    943,000
 Tax Fees
  All Other Fees
  - 108 -




---



##### 



ADDITIONAL INFORMATION
 www.sedar.com www.sec.gov www.goldcorp.com www.sedar.com
 - 109 -




---



##### 



SCHEDULE A
 GOLDCORP INC.
AUDIT COMMITTEE CHARTER
 I.
    
    PURPOSEThe Audit Committee is a committee of the Board of Directors (the Board) of Goldcorp Inc.
(Goldcorp or the Company). The primary function of the Audit Committee is to assist the
Board in fulfilling its financial reporting and controls responsibilities to the
shareholders of the Company and the investment community. The external auditors will report
directly to the Audit Committee. The Audit Committees primary duties and responsibilities
are:
 A.
    
    overseeing the integrity of the Companys financial statements and reviewing
the financial reports and other financial information provided by the Company to any
governmental body or the public and other relevant documents;B.
    
    assisting the Board in oversight of the Companys compliance with legal and
regulatory requirements;C.
    
    recommending the appointment and reviewing and appraising the audit efforts of
the Companys independent auditor, overseeing the non-audit services provided by the
independent auditor, overseeing the independent auditors qualifications and
independence and providing an open avenue of communication among the independent
auditor, financial and senior management and the Board of Directors;D.
    
    assisting the Board in oversight of the performance of the Companys internal
audit function;E.
    
    serving as an independent and objective party to oversee and monitor the
Companys financial reporting process and internal controls, the Companys processes to
manage business and financial risk, and its compliance with legal, ethical and
regulatory requirements;F.
    
    preparing Audit Committee report(s) as required by applicable regulators; andG.
    
    encouraging continuous improvement of, and fostering adherence to, the
Companys policies, procedures and practices at all levels.
 II.
    
    COMPOSITION AND OPERATIONS
 A.
    
    The Committee shall operate under the guidelines applicable to all Board
committees.B.
    
    The Audit Committee shall be comprised of at least three directors, all of whom
are independent as such term is defined in the Board Guidelines.C.
    
    In addition, unless otherwise authorized by the Board, no director shall be
qualified to be a member of the Audit Committee if such director (i) is an affiliated
person, as defined in Appendix One, or (ii) receives (or his/her immediate family
member or the entity for which such director is a director, member, partner or
principal and which provides consulting, legal, investment banking, financial or other
similar services to the Company), directly or indirectly, any consulting, advisory, or
other compensation from the Company other than compensation for serving in his or her
capacity as member of the Board and as a member of Board committees.D.
    
    All members shall, to the satisfaction of the Board of Directors, be
financially literate as defined in Appendix One, and at least one member shall have
accounting or related financial management




---



##### 



expertise to qualify as a financial expert as defined in Appendix One.E.
    
    If a Committee member simultaneously serves on the audit committees of more
than three public companies, the Committee shall seek the Boards determination as to
whether such simultaneous service would impair the ability of such member to
effectively serve on the Companys audit committee and ensure that such determination
is disclosed.F.
    
    The Committee shall meet at least four times annually, or more frequently as
circumstances require. The Committee shall meet within 45 days following the end of
each of the first three financial quarters to review and discuss the unaudited
financial results for the preceding quarter and the related MD&A and shall meet within
90 days following the end of the fiscal year end to review and discuss the audited
financial results for the year and related MD&A prior to their publishing.G.
    
    The Committee may ask members of management or others to attend meetings and
provide pertinent information as necessary. For purposes of performing their audit
related duties, members of the Committee shall have full access to all corporate
information and shall be permitted to discuss such information and any other matters
relating to the financial position of the Company with senior employees, officers and
independent auditors of the Company.H.
    
    As part of its job to foster open communication, the Committee should meet at
least annually with management and the independent auditor in separate executive
sessions to discuss any matters that the Committee or each of these groups believe
should be discussed privately. In addition, the Committee or at least its Chair should
meet with the independent auditor and management quarterly to review the Companys
financial statements.I.
    
    Each of the Chairman of the Committee, members of the Committee, Chairman of
the Board, independent auditors, Chief Executive Officer, Chief Financial Officer or
Secretary shall be entitled to request that the Chairman of the Audit Committee call a
meeting which shall be held within 48 hours of receipt of such request.
 III.
    
    RESPONSIBILITIES AND DUTIESTo fulfill its responsibilities and duties the Audit Committee shall:
 A.
    
    Create an agenda for the ensuing year.B.
    
    Review and update this Charter at least annually, as conditions dictate.C.
    
    Describe briefly in the Companys annual report and more fully in the Companys
Management Information Circular the Committees composition and responsibilities and
how they were discharged.D.
    
    Documents/Reports Review
 i)
    
    Review with management and the independent auditors, the Companys
interim and annual financial statements, management discussion and analysis,
earnings releases and any reports or other financial information to be
submitted to any governmental and/or regulatory body, or the public, including
any certification, report, opinion, or review rendered by the independent
auditor for the purpose of recommending their approval to the Board prior to
their filing, issue or publication. The Chair of the Committee may represent
the entire Committee for purposes of this review in circumstances where time
does not allow the full Committee to be available.
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ii)
    
    Review analyses prepared by management and/or the independent auditor
setting forth significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including analyses
of the effects of alternative GAAP methods on the financial statements.iii)
    
    Review the effect of regulatory and accounting initiatives, as well
as off balance sheet structures, on the financial statements of the Company.iv)
    
    Review policies and procedures with respect to directors and
officers expense accounts and management perquisites and benefits, including
their use of corporate assets and expenditures related to executive travel and
entertainment, and review the results of the procedures performed in these
areas by the independent auditor, based on terms of reference agreed upon by
the independent auditor and the Audit Committee.v)
    
    Review expenses of the Non-Executive Board Chair, CEO, CFO and COO
annually.vi)
    
    Ensure that adequate procedures are in place for the review of the
Companys public disclosure of financial information extracted or derived from
the issuers financial statements, as well as review any financial information
and earnings guidance provided to analysts and rating agencies, and
periodically assess the adequacy of those procedures.
 E.
    
    Independent Auditor
 i)
    
    Recommend to the Board and approve the selection of the independent
auditor, consider the independence and effectiveness and approve the fees and
other compensation to be paid to the independent auditor.ii)
    
    Monitor the relationship between management and the independent
auditor including reviewing any management letters or other reports of the
independent auditor and discussing any material differences of opinion between
management and the independent auditor.iii)
    
    Review and discuss, on an annual basis, with the independent auditor
all significant relationships they have with the Company to determine their
independence and report to the Board of Directors.iv)
    
    Review and approve requests for any non-audit services to be performed
by the independent auditor and be advised of any other study undertaken at the
request of management that is beyond the scope of the audit engagement letter
and related fees. Pre-approval of non-audit services is satisfied if:
 a)
    
    The aggregate amount of non-audit services not pre-approved
expected to constitute no more than 5% of total fees paid by issuer and
subsidiaries to external auditor during fiscal year in which the
services are provided;b)
    
    the Company or a subsidiary did not recognize services as
non-audit at the time of the engagement; andc)
    
    the services are promptly brought to Committees attention and
approved prior to completion of the audit.
 v)
    
    Ensure disclosure of any specific policies or procedures adopted by the
Committee to satisfy pre-approval requirements for non-audit services by the
Companys external auditor.
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vi)
    
    Review the relationship of non-audit fees to audit fees paid to the
independent Auditor, to ensure that auditor independence is maintained.vii)
    
    Ensure that both the audit and non-audit fees are disclosed to
shareholders by category.viii)
    
    Review the performance of the independent auditor and approve any
proposed discharge and replacement of the independent auditor when
circumstances warrant. Consider with management and the independent auditor
the rationale for employing accounting/auditing firms other than the principal
independent auditor.ix)
    
    At least annually, consult with the independent auditor out of the
presence of management about significant risks or exposures, internal controls
and other steps that management has taken to control such risks, and the
fullness and accuracy of the organizations financial statements. Particular
emphasis should be given to the adequacy of internal controls to expose any
payments, transactions, or procedures that might be deemed illegal or otherwise
improper.x)
    
    Arrange for the independent auditor to be available to the Audit
Committee and the full Board as needed. Ensure that the auditors report
directly to the Audit Committee and are made accountable to the Board and the
Audit Committee, as representatives of the shareholders to whom the auditors
are ultimately responsible.xi)
    
    Oversee the work of the independent auditors engaged for the purpose
of preparing or issuing an audit report or performing other audit, review or
attest services.xii)
    
    Ensure that the independent auditors are prohibited from providing
the following non-audit services and determining which other non-audit services
the independent auditors are prohibited from providing:
 a)
    
    bookkeeping or other services related to the accounting records
or financial statements of the Company;b)
    
    financial information systems design and implementation;c)
    
    appraisal or valuation services, fairness opinions, or
contribution-in-kind reports;d)
    
    actuarial services;e)
    
    internal audit outsourcing services;f)
    
    management functions or human resources;g)
    
    broker or dealer, investment adviser or investment banking
services;h)
    
    legal services and expert services unrelated to the audit; andi)
    
    any other services which the Public Company Accounting
Oversight Board determines to be impermissible.
 xiii)
    
    Approve any permissible non-audit engagements of the independent
auditors, in accordance with applicable legislation.
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F.
    
    Financial Reporting Processes
 i)
    
    In consultation with the independent auditor review the integrity of
the organizations financial and accounting controls and reporting processes,
both internal and external.ii)
    
    Consider the independent auditors judgments about the quality and
appropriateness, not just the acceptability, of the Companys accounting
principles and financial disclosure practices, as applied in its financial
reporting, particularly about the degree of aggressiveness or conservatism of
its accounting principles and underlying estimates and whether those principles
are common practices or are minority practices.iii)
    
    Consider and approve, if appropriate, major changes to the Companys
accounting principles and practices as suggested by management with the
concurrence of the independent auditor and ensure that the accountants
reasoning is described in determining the appropriateness of changes in
accounting principles and disclosure.
 G.
    
    Process Improvement
 i)
    
    Discuss with independent auditors (i) the auditors internal
quality-control procedures; and (ii) any material issues raised by the most
recent internal quality-control review, or peer review, of the auditors, or by
any inquiry of investigation by governmental or professional authorities,
within the preceding five years, respecting one or more independent audits
carried out by the auditors, and any steps taken to deal with any such issues.ii)
    
    Reviewing and approving hiring policies for employees or former
employees of the past and present independent auditors.iii)
    
    Establish regular and separate systems of reporting to the Audit
Committee by each of management and the independent auditor regarding any
significant judgments made in managements preparation of the financial
statements and the view of each as to appropriateness of such judgments.iv)
    
    Review the scope and plans of the independent auditors audit and
reviews prior to the audit and reviews being conducted. The Committee may
authorize the independent auditor to perform supplemental reviews or audits as
the Committee may deem desirable.v)
    
    Following completion of the annual audit and quarterly reviews, review
separately with each of management and the independent auditor any significant
changes to planned procedures, any difficulties encountered during the course
of the audit and reviews, including any restrictions on the scope of work or
access to required information and the cooperation that the independent auditor
received during the course of the audit and reviews.vi)
    
    Review any significant disagreements among management and the
independent auditor in connection with the preparation of the financial
statements.vii)
    
    Where there are significant unsettled issues the Committee shall
ensure that there is an agreed course of action for the resolution of such
matters.viii)
    
    Review with the independent auditor and management significant
findings during the year and the extent to which changes or improvements in
financial or accounting practices, as approved by the Audit Committee, have
been implemented. This review
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should be conducted at an appropriate time subsequent to implementation of
changes or improvements, as decided by the Committee.ix)
    
    Review activities, organizational structure, and qualifications of the
CFO and the staff in the financial reporting area and see to it that matters
related to succession planning within the Company are raised for consideration
at the full Board.
 H.
    
    Ethical and Legal Compliance
 i)
    
    Review managements monitoring of the Companys system in place to
ensure that the Companys financial statements, reports and other financial
information disseminated to governmental organizations, and the public satisfy
legal requirements.ii)
    
    Review, with the Companys counsel, legal and regulatory compliance
matters, including corporate securities trading policies, and matters that
could have a significant impact on the organizations financial statements.iii)
    
    Review implementation of compliance with the Sarbanes-Oxley Act,
Ontario Securities Commission requirements and other legal requirements.iv)
    
    Ensure that the CEO and CFO provide written certification with annual
and interim financial statements and MD&A and the Annual Information Form.
 I.
    
    Risk Management
 i)
    
    Make inquires of management and the independent auditors to identify
significant business, political, financial and control risks and exposures and
assess the steps management has taken to minimize such risk to the Company.ii)
    
    Ensure that the disclosure of the process followed by the Board and
its committees, in the oversight of the Companys management of principal
business risks, is complete and fairly presented.iii)
    
    Review managements program of risk assessment and steps taken to
address significant risks or exposures, including insurance coverage.
 J.
    
    General
 i)
    
    Conduct or authorize investigations into any matters within the
Committees scope of responsibilities. The Committee shall be empowered to
retain independent counsel, accountants and other professionals to assist it in
the conduct of any investigation.ii)
    
    Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls, or auditing matters; and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.iii)
    
    Ensure disclosure in the Annual Information Form if, at any time
since the commencement of most recently completed financial year, the issuer
has relied on any possible exemptions for Audit Committees.iv)
    
    Perform any other activities consistent with this Charter, the
Companys Articles and By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
 - A6 -




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