UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 40-F

/ /       REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
          EXCHANGE ACT OF 1934

/X/       ANNUAL REPORT PURSUANT TO SECTION 13(a) or 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2003 Commission File Number 333-109876

                             World Heart Corporation
             (Exact name of Registrant as specified in its charter)



                                     Ontario

        (Province or other jurisdiction of incorporation or organization)

                                      3845
    (Primary Standard Industrial Classification Code Number (if applicable))



                                 Not Applicable

             (I.R.S. Employer Identification Number (if applicable))



         1 Laser Street, Ottawa, Ontario, Canada K2E 7V1 (613) 226-4278

   (Address and telephone number of Registrant's principal executive offices)

                                World Heart Inc.
                                7799 Pardee Lane
                            Oakland, California 74621
                                 (510) 563-5000


    (Name, address (including zip code) and telephone number (including area
                code) of agent for service in the United States)
<PAGE>

Securities registered or to be registered pursuant to Section 12(b) of the Act:

       Title of each class             Name of each exchange on which registered
       Common Shares                   NASDAQ National Market

Securities registered or to be registered pursuant to Section 12(g) of the Act.



                                 Not Applicable

                                (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.


                                 Not Applicable

                                (Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

  X   Annual information form           X   Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

         15,273,689 common shares were outstanding on December 31, 2003

Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the Registrant in connection with such Rule.

                       Yes / /           No /X/

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or such shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.

                       Yes /X/           No / /
<PAGE>

DISCLOSURE CONTROLS AND PROCEDURES

Management of World Heart Corporation (the "Corporation"), including its Chief
Executive Officer and the Chief Financial Officer, have evaluated the
effectiveness of the Corporation's disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) of the United States Securities Exchange
Act of 1934) as of the end of the period covered by this annual report on Form
40-F and have concluded that these disclosure controls and procedures were
effective to ensure that information required to be disclosed in our reports
filed under the Exchange Act is recorded, processed, summarized and reported on
a timely basis.

In addition there have been no changes in the Corporation's internal control
over financial reporting (as defined in Rule 13a-15(f) of the United States
Securities Exchange Act of 1934) during the financial year ended December 31,
2003 that has materially affected, or is reasonably likely to materially affect,
the Corporation's internal control over financial reporting.

INCORPORATION BY REFERENCE

Identification of Audit Committee
---------------------------------

The disclosure provided under the heading "Directors and Executive Officers -
Audit Committee" on page 15 of Exhibit 99.1 hereto (Renewal Annual Information
Form for the year ended December 31, 2003) is incorporated by reference herein.

Audit Committee Financial Expert
--------------------------------

The disclosure provided under the heading "Directors and Executive Officers
-Audit Committee" on page 15 of Exhibit 99.1 hereto (Renewal Annual Information
Form for the year ended December 31, 2003) is incorporated by reference herein.

Code of Ethics
--------------

The disclosure provided under the heading "Code of Conduct" on page 17 of
Exhibit 99.1 hereto (Renewal Annual Information Form for the year ended December
31, 2003) is incorporated by reference herein.

Principal Accountant Fees and Services
--------------------------------------

The disclosure provided under the heading "Principal Accountant Fees and
Services" on page 20 of Exhibit 99.1 hereto (Renewal Annual Information Form for
the year ended December 31, 2003) is incorporated by reference herein.

Off-Balance Sheet Arrangements
------------------------------

The disclosure provided under the heading "Outlook - Commitments" on page 12 of
Exhibit 99.3 hereto (Management's Discussion and Analysis for the Year Ended
December 31, 2003) is incorporated herein by reference.
<PAGE>
Tabular Disclosure of Contractual Obligations
---------------------------------------------

The following table sets forth World Heart Corporation's contractual obligations
as of December 31, 2003:

<TABLE>
<CAPTION>

                                                             Payments due by period

<S>                                  <C>           <C>           <C>           <C>            <C>
Contractual obligations:             Total         Less  than     1-3 years      3-5 years     More  than
                                                   1 year                                      5 years


Operating lease obligations          $4,919,594    $1,815,782     $2,835,320     $268,492      -


Longterm debt obligations            -             -              -              -             -


Capital (Finance) Lease Obligations  -             -              -              -             -


Purchase Obligations                 -             -              -              -             -


Other    Long-Term     liabilities   -             -              -              -             -
reflected  on  the  balance   sheet
under  the  GAAP  of  the   primary
financial statements
</TABLE>


                                   UNDERTAKING

Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or transactions in said securities.
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Exchange Act, the Registrant certifies that
it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly
authorized.

                                               World Heart Corporation
                                               (Registrant)


                                               By: /s/ D. Mark Goudie
                                                  -----------------------------
                                                  D. Mark Goudie
                                                  Vice President, Finance and
                                                  Chief Financial Officer


                                               Date: May 17, 2004
<PAGE>

EXHIBITS:

99.1     Renewal Annual Information Form for the Year Ended December 31, 2003

99.2     Audited Financial Statements for the Year Ended December 31, 2003 *

99.3     Management's Discussion and Analysis for the Year Ended December 31,
         2003 *

99.4     Management Information Circular dated March 31, 2004 *

99.5     Amended and Restated Audit Committee Charter

99.6     Code of Conduct

99.7     Auditors' Consent

99.8.    Certification required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to
         Section 302 of  the Sarbanes-Oxley Act of 2002

                  o        Chief Executive Officer

                  o        Chief Financial Officer

99.9      Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section
          1350 of Chapter 63 of Title 18 of the United States Code, pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002

                  o        Chief Executive Officer

                  o        Chief Financial Officer



--------------------------------------------------------------------------------
* Incorporated by reference to the Registrant's Report on Form 6-K dated April
  13, 2004
<PAGE>


                                                                   EXHIBIT 99.1






                             WORLD HEART CORPORATION







                         RENEWAL ANNUAL INFORMATION FORM

                      For the year ended December 31, 2003










                                  May 17, 2004
<PAGE>


Presentation of Information

In this Annual Information Form ("AIF"), the terms "WorldHeart" and the
"Corporation" refer to World Heart Corporation and its consolidated
subsidiaries, World Heart Inc., 2007262 Ontario Inc. and World Heart B.V. The
audited financial statements of the Corporation include World Heart Inc. and
2007262 Ontario Inc. World Heart B.V. was incorporated subsequent to the year
end.

The Corporation publishes its audited financial statements in Canadian dollars.
In this AIF, references to "dollars" or "$" or "Cdn $" are to Canadian dollars
and references to "US dollars" or "US$" are to United States dollars. The
Corporation intends to publish its financial results in United States dollars
commencing with the reporting of its quarterly results for the period ended
March 31, 2004.

On December 1, 2003, the Corporation's common shares were consolidated on a one
common share for seven common shares basis, with shareholders receiving one new
common share for each seven pre-consolidated common shares held. All common
share numbers in this AIF, unless otherwise noted, are expressed in terms of
post-consolidated common shares.

Documents Incorporated by Reference

The following documents are incorporated by reference into this AIF: (i)
WorldHeart's Management's Discussion and Analysis for the year ended December
31, 2003 ("Management's Discussion and Analysis"), (ii) WorldHeart's Audited
Financial Statements and accompanying notes for the year ended December 31, 2003
("Audited Financial Statements"), and (iii) WorldHeart's Management Information
Circular dated March 31, 2004 for the annual and special meeting of shareholders
held on May 12, 2004 ("Information Circular"). These documents have been filed
with the applicable securities regulatory authorities in Canada and may be
accessed at www.sedar.com, and with the United States Securities and Exchange
Commission and may be accessed at www.edgar.com, and are available on the
Corporation's website www.worldheart.com.

Forward-looking statements

This AIF and some of the documents incorporated by reference in this AIF include
"forward-looking statements" within the meaning of Section 27A of the United
States Securities Act of 1933 and Section 21E of the United States Securities
Exchange Act of 1934. The forward-looking statements contain information that is
generally stated to be anticipated, expected or projected by WorldHeart, and
involves known and unknown risks, uncertainties and other factors that may cause
the actual results and performance of WorldHeart to be materially different from
any future results and performance expressed or implied by such forward-looking
information. Potential risks and uncertainties include, without limitation, the
uncertainties inherent in the development of a new product for use in the human
body, WorldHeart's potential need for significant additional funding, its need
for acceptance from third-party payers, extensive government regulation of the
Corporation's products, and rapid developments in technology, including
developments by competitors.

Important factors that could cause the Corporation's actual results to differ
materially from those expressed or implied by such forward-looking statements
include:
<PAGE>

     o    the Corporation's ability to successfully complete pre-clinical and
          clinical development of its products;

     o    the Corporation's ability to obtain and timely enforce patent and
          other intellectual property protection for its technology and
          products;

     o    the Corporation's ability to avoid, either by product design,
          licensing arrangement or otherwise, infringement of third parties'
          intellectual property;

     o    decisions, and the timing of decisions made by health regulatory
          agencies regarding approval of the Corporation's products;

     o    the Corporation's ability to complete and maintain corporate alliances
          relating to the development and commercialization of its technology
          and products;

     o    the competitive environment and impact of technological change;

     o    the continued availability of capital to finance the Corporation's
          activities in the event that profitability is not achieved; and

     o    other factors discussed under the heading "Risk Factors."

WorldHeart undertakes no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.
<PAGE>

                                Table of Contents

Glossary of Terms.............................................................1

Corporate Structure...........................................................3

Development of the Business...................................................3

Business of World Heart Corporation...........................................6

Directors and Executive Officers..............................................15

Code of Conduct...............................................................17

Dividends.....................................................................17

Capital Structure.............................................................18

Market for Common Shares......................................................19

Transfer Agent and Registrar..................................................20

Legal Proceedings.............................................................20

Interests of Experts..........................................................20

Principal Accountant Fees and Services........................................20

Material Contracts............................................................21

Risk Factors..................................................................27

Additional Information........................................................33

<PAGE>


                                Glossary of Terms

The following are brief explanations of certain terms used in this AIF:

"bridge-to-transplant therapy" means the support of a patient's circulatory
function while the patient awaits the transplant of a human heart;

"Chuikyo" means Japan's Central Social Insurance Council;

"CMS" means the Centers for Medicare and Medicaid Services, a federal agency
within the United States Department of Health and Human Services.

"destination therapy" means the support of a patient's circulatory function for
an indefinite period, with no definite expectation of an eventual transplant of
a human heart in that patient.

"EDC" means Export Development Canada, a Canadian Crown corporation, that
provides trade finance services to Canadian exporters and investors;

"FDA" means the Food and Drug Administration in the United States;

"IDE" means Investigational Device Exemption, granted by the FDA for the purpose
of allowing an investigational device to be used in a clinical study in order to
collect safety and effectiveness data.

"INTrEPID" means Investigation of Non-Transplant-Eligible Patients who are
Inotrope Dependent;

"ISO" means the International Organization for Standardization, a network of the
national standards institutes of 148 countries;

"LVAD" means the left ventricular assist device;

"LVAS" means left ventricular assist system;

"MDB" means the Medical Devices Bureau of Health Canada;

"NASD" means the National Association of Securities Dealers;

"PMA" means a Premarket Approval, which is the FDA process of scientific and
regulatory review to evaluate the safety and effectiveness of Class III medical
devices. Class III medical devices include those that support or sustain human
life.

"PMA Supplement" means a Premarket Approval Supplement, a submission required to
be submitted to the FDA for a change affecting the safety or effectiveness of
the device for which a PMA has previously been issued by the FDA.

"RELIANT Trial" means the Randomized Evaluation of Novacor LVAS in A
Non-Transplant Population Trial;

"SEC" means the United States Securities and Exchange Commission;
<PAGE>

"TET" means transcutaneous energy transfer;

"TPC" means Technology Partnerships Canada, a special operating agency of
Industry Canada;

"VAD" means ventricular assist device.

                                      -2-
<PAGE>

                               Corporate Structure

Name, Address, and Incorporation

World Heart Corporation was incorporated by Articles of Incorporation under the
laws of the Province of Ontario on April 1, 1996. The Corporation's registered
office is located at 1 Laser Street, Ottawa, Ontario, Canada, K2E 7V1 and its
telephone number is (613) 226-4278. The Corporation also has offices located at
7799 Pardee Lane, Oakland, CA, USA, 94621 and Cereslaan 34, 5384 VT, Heesch,
Netherlands.

The Articles of the Corporation were amended on June 22, 2000 to create a first
series of 1,374,750 preferred shares designated as Cumulative Redeemable
Convertible Preferred Shares, Series A (the "Series A Shares"), in connection
with the acquisition by the Corporation of the Novacor division ("Novacor") of
Edwards Lifesciences LLC ("Edwards"). On November 26, 2003, the Articles of the
Corporation were amended to amend the rights and privileges of the Series A
Shares in connection with the conversion by Edwards Lifesciences (U.S) Inc. of
its Series A Shares as part of the Corporation's financing transaction completed
in September 2003. The Articles of the Corporation were amended further on
December 1, 2003, to effect a one common share for seven common shares share
consolidation.

Intercorporate Relationships

World Heart Inc. is a wholly-owned subsidiary of the Corporation, incorporated
under the laws of the State of Delaware. World Heart Inc. acquired the assets
and liabilities of the Novacor division of Edwards in June 2000 and conducts
commercial operations related to the sale of the Novacor LVAS(R)left ventricular
assist system ("Novacor LVAS").

World Heart B.V. is a wholly owned subsidiary of the Corporation, incorporated
under the laws of the Netherlands on March 5, 2004 and carries on the
Corporation's sales, sales support and distribution in Europe.

2007262 Ontario Inc. ("2007262"), an associated research and development company
of the Corporation, was incorporated under the laws of the Province of Ontario
on November 29, 2001 to carry out specified research and development for the
Corporation. WorldHeart and New Generation Biotech (Equity) Fund Inc.
("NewGen"), an Ontario labour-sponsored venture capital corporation, each hold
100 common shares of 2007262. WorldHeart holds all the issued and outstanding
non-voting Series 1 preferred shares and non-voting Series 2 preferred shares of
2007262.


                           Development of the Business

Three Year History and Development of the Corporation

WorldHeart is a global medical devices company focused on the sales, production,
support, and development of ventricular assist devices ("VADs"). VADs in general
are mechanical assist devices that supplement the circulatory function of the
heart by re-routing blood flow through a mechanical pump. VADs are used for
treatment of patients with end-stage heart failure (i.e. patients whose hearts
are irreversibly damaged and which cannot be treated by medical or surgical
means other than a transplant). "Bridge-to-transplant" therapy results in the
implant of a

                                      -3-
<PAGE>

VAD in transplant-eligible patients to maintain or improve a patient's health
until a donor heart becomes available. "Destination" therapy results in the
implant of a VAD to provide long term support to those patients not currently
eligible for a natural heart transplant.

The Corporation's business is based on two generations of implantable, pulsatile
VADs - the current generation, commercially available Novacor LVAS, and the
Corporation's in-development next generation VAD (formerly referred to as
HeartSaverVAD). Both of these devices are intended for use as
bridge-to-transplant therapy and as destination therapy.

Following the acquisition of the Novacor LVAS product and technologies from
Edwards in June 2000, the Corporation has focused its operations on:

     o    the sales, support, production and enhancement of the current
          generation Novacor LVAS; and

     o    the development and commercialization of the Corporation's next
          generation VAD product, an optimized product based on patented
          technologies of Novacor LVAS and Novacor LVAS II augmented by the
          experience gained from the earlier development efforts on
          HeartSaverVAD and HeartSaverVAD II.

Novacor LVAS and the Corporation's next generation VAD are described in more
detail in "Business of World Heart Corporation" on page 6.

Since January 1, 2001, a number of significant events indicating the increasing
acceptance by the medical community of VAD-based therapy for treatment of
end-stage heart failure and that will positively impact WorldHeart's business as
well as all competitive VAD suppliers have occurred which the Corporation
believes signals a future expansion in the use of VADs in general:

     o    A decision in November 2002 by the Federal Drug Administration (FDA)
          in the United States to extend the use of VAD therapy to heart failure
          patients as destination therapy;

     o    An announcement in October 2003 by the Centers for Medicare and
          Medicaid ("CMS") in the United States of an increased rate of
          reimbursement for VAD use from approximately US$54,000 to US$70,000 or
          more for each implant; and

     o    An announcement by the CMS in October 2003 of its intention to extend
          reimbursement to cover implantation of FDA-approved VADs for patients
          as destination therapy.

Since January 2001, a number of significant developments related specifically to
WorldHeart's Novacor LVAS products have occurred:

     o    Approval in both the United States (January 2003) and in Canada (March
          2003) of the Corporation's expanded polytetrafluoroethylene ("ePTFE")
          inflow conduit as a component of the Novacor LVAS product was given by
          the FDA and Health Canada, respectively. Results in over 180 implanted
          patients to date indicate a reduction in stroke rate, matching the
          current industry benchmarks;

     o    Approval was given by the FDA (January 2004) and Health Canada
          (September 2003) of Novacor LVAS product enhancements aimed at
          improving the recipient's

                                      -4-
<PAGE>

          quality of life - quieter pump operation, new battery packs that are
          40% lighter and operate for 60% longer, and a smaller, quieter battery
          charging system. These enhancements were already commercially
          available in Europe;

     o    Approval for use (August 2001) and importation (January 2002) of the
          Novacor LVAS in Japan was given by the Japanese Ministry of Health,
          Labor and Welfare;

     o    Approval for reimbursement for implant of Novacor LVAS in
          transplant-eligible patients in Japan was announced in December 2003
          by Japan's Central Social Insurance Council (Chuikyo), to become
          effective in April 2004;

     o    Conditional approval was granted to the Corporation by the FDA on
          February 25, 2004 to proceed with the RELIANT (Randomized Evaluation
          of Novacor LVAS In A Non-Transplant Population) Trial (the "Trial")
          within enrolment restrictions pending the Corporation's response to
          certain FDA questions and adjustments. The Corporation responded to
          the FDA's questions and adjustments in writing and a further
          conditional approval was received on May 7, 2004 to remove the
          enrolment restrictions to allow the full Trial to proceed. The data
          from this Trial is expected to support a Pre-market Approval (PMA)
          Supplement for use of Novacor LVAS by non-transplant-eligible patients
          as destination therapy. The conditional approval permits immediate
          enrolment of up to 40 centers and up to 390 patients. The primary
          enrolment will be 300 patients, with approximately 90 additional
          patients expected to be enrolled during the follow up period. The FDA
          conditional approval for the expanded Trial identified five changes or
          recommendations to the Corporation's study protocol. These responses
          by the Corporation to the FDA are anticipated to be completed within a
          timeframe that will not interrupt patient enrolment. The Trial will
          randomize patients who enter the Trial to receive either a Novacor
          LVAS or a Heartmate XVE LVAS(R)(which is currently the only VAD
          approved by the FDA for use in destination therapy and is produced by
          Thoratec Laboratories Corporation) on a 2:1 ratio. Costs of implants,
          including device costs, for both products in the Trial are expected to
          be reimbursed by the CMS and private insurers. The benefits to
          WorldHeart during the Trial will come both in an increased level of
          implants and in an increased number of centers trained in the use of
          the Novacor LVAS; and

     o    An arrangement with Export Development Canada (EDC), whereby EDC will
          provide two year financing with no interest cost to clinics purchasing
          the Novacor LVAS product and with no recourse to WorldHeart.
          WorldHeart accepts a two year promissory note from the clinic and
          sells that promissory note to EDC at face value. WorldHeart pays
          interest to EDC at applicable rates that reflect the underlying credit
          of the purchasing clinic.

In 2003, there was a rationalization and reallocation of WorldHeart's workforce,
resulting from, and consistent with, the Corporation's focus on sales,
production, and support of Novacor LVAS, on a basis consistent with the
development plans and strategy for the Corporation's next generation VAD.

In December 2003, the Corporation assumed full sales and support responsibility
for the Novacor LVAS worldwide with the exception of Japan effective January 1,
2004. Edwards had previously been the exclusive distributor of Novacor LVAS in
all countries, other than the United States. WorldHeart sells directly within
the United States.

                                      -5-
<PAGE>

In September 2003, the Corporation completed a significant equity financing and
restructuring. This financing and restructuring is described in detail in the
Audited Financial Statements (Notes 9, 10, 11 and 12) and Management's
Discussion and Analysis under the heading "Liquidity and Capital Resources",
both of which are incorporated by reference in this document. In summary, the
financing and restructuring included:

     o    A $63,500,000 private placement of equity through the issuance of
          units, each unit comprised of one common share and one warrant
          exercisable for one common share. The warrants are callable by the
          Corporation for cash should the Corporation's common shares trade at
          or above $17.50 for 20 consecutive trading days. However, no more than
          20% of the total warrants issued may be called in any three month
          period. Approximately $100 million in potential additional capital is
          available to the Corporation in the event all the outstanding warrants
          issued pursuant to the private placement are exercised;

     o    Exchange of the preferred shares of World Heart Inc. held by Edwards
          in the amount of US$58 million plus accrued dividends into 711,589
          common shares of WorldHeart;

     o    Conversion of the preferred shares of the Corporation held by Edwards
          Lifesciences (U.S.) Inc. in the amount of US$20 million plus accrued
          dividends into 500,000 common shares of the Corporation and 1,000,000
          warrants, each exercisable for one common share of the Corporation;
          and

     o    A share consolidation of the Corporation's common shares on the basis
          of one post-consolidation common share for seven pre-consolidation
          common shares.

On March 18, 2004, the Corporation's common shares were re-listed on the NASDAQ
National Market system under the symbol WHRT.

Significant Acquisitions

The Corporation did not complete any significant acquisitions or dispositions in
the most recent fiscal year ended December 31, 2003.


                       Business of World Heart Corporation

Business Overview

WorldHeart is a global medical devices company focused on the sales, production,
support, and development of pulsatile ventricular assist devices (VADs) intended
for long-term patient care where the patient is not eligible for the transplant
of a natural heart, known as destination therapy, or for shorter-term patient
care as a bridge-to-transplant therapy. VADs in general are mechanical assist
devices that can provide an effective treatment for end-stage heart failure by
supplementing the circulatory function of the heart by re-routing blood flow
through a mechanical pump. The short supply of donor organs makes it impossible
for medical professionals to keep pace with the number of required heart
transplants each year. Heart-assist devices such as WorldHeart's products
provide end-stage heart failure patients with the opportunity to live more
normal and active lives during bridge-to-transplant and destination

                                      -6-
<PAGE>

therapy. There have been more than 10,000 VADs, produced by a number of
suppliers, used clinically throughout the world over the past 10 years.

The Corporation's Products

The Corporation's business is based on two generations of implantable, pulsatile
VADs - the current generation, commercially available Novacor LVAS, and the
Corporation's in-development next generation VAD.

Novacor LVAS
------------

The Novacor LVAS is the Corporation's current generation of implantable,
pulsatile VAD, and has been implanted in approximately 1,500 patients worldwide,
primarily as a bridge to transplantation. Novacor LVAS is an
electromagnetically-driven pump, about the size of a human heart, that provides
circulatory support for patients with life-threatening heart failure by taking
over the workload of part or all of the left ventricle of the heart. It is
implanted within the abdominal wall and mimics the natural heart by creating a
pulsing flow of blood. The natural heart continues to deliver what it can, and
may recover partially while assisted by Novacor LVAS. Novacor LVAS is completely
self-regulating, responding instantaneously to the recipient's changing
heartbeat and circulatory demands.

The experience in long-term support continues to grow. The majority of
recipients have received a natural heart within one year of implant, however,
over 139 recipients have been supported for more than one year, 35 of whom have
lived with the device for more than two years, 14 for more than three years,
three for more than four years and one for more than six years. No patient
deaths have been attributed to Novacor LVAS failure. A single patient who was
transplant-ineligible at the time of initial implant of the Novacor LVAS
received continuous circulatory support for more than six years from the Novacor
LVAS, including a scheduled replacement of the initial Novacor LVAS after four
years. This patient subsequently received a natural heart.

The Novacor LVAS is commercially available as a bridge to transplantation in
Europe, the United States and Canada. In Europe, it is also available with an
unrestricted indication for use as destination therapy. In Japan, Novacor LVAS
is approved for use by cardiac patients at risk of imminent death from
non-reversible left ventricular failure for which there is no alternative but a
heart transplant. Additionally, in the United States, the Corporation has
submitted a PMA Supplement to the FDA for expansion of the current approval for
use of Novacor LVAS as bridge-to-transplant therapy to include implants in
end-stage heart failure patients who are not currently eligible to receive the
transplant of a human heart but who may become eligible after receiving VAD
support.

Conditional approval was granted to the Corporation by the FDA to proceed with
the RELIANT Trial, as described above under the heading "Development of the
Business". The data from this Trial is expected to support a PMA Supplement to
the FDA to permit the use of Novacor LVAS by non-transplant-eligible patients.

Currently, a separate clinical trial is ongoing in the United States and Canada
to study and evaluate long-term use of the Novacor LVAS for destination therapy.
The multi-center "INTrEPID" (Investigation of Non-Transplant-Eligible Patients
who are Inotrope Dependent) clinical trial is comparing survival rates and
quality of life between end-stage heart failure patients who receive the Novacor
LVAS and those supported by the best available pharmacological therapies.

                                      -7-
<PAGE>


The Corporation's Next Generation VAD
-------------------------------------

The Corporation's next generation VAD is currently under development and is
expected to result in the Corporation's next generation fully implantable
pulsatile VAD designed specifically for destination therapy patients. The
Corporation's next generation VAD is being developed to be approximately 50% of
the size of the Novacor LVAS with no mechanical bearings, no volume compensation
for pressure changes (eliminating the need for external venting), reduced power
requirements, remote power and monitoring (i.e. through-the-skin power and data
transfer), and a straightforward design aimed at reducing manufacturing costs
and the cost to the patient, providing recipients with an enhanced quality of
life by allowing freedom of movement and minimal limitations to their regular
activities. The implanted controller incorporates a rechargeable battery to
support temporary operations without an external power source, facilitating
bathing or swimming. It is magnetically-driven, allowing for simple operation
with no wearing elements or precision components. It is designed to be used as
either a right or left ventricular assist device. The next generation VAD will
be available with a percutaneous lead to provide clinicians and patients with a
choice of configurations.

Assuming clinical trials are satisfactory and all necessary regulatory approvals
are obtained, clinical trials of the Corporation's next generation VAD in
Canada, Europe and other countries are targeted for 2007. Application for an
Investigational Device Exemption ("IDE") from the FDA will follow, assuming
clinical trials in Canada and Europe are satisfactory.

Third-party Reimbursement for VADs

The United States and Canada currently provide for public reimbursement of VADs
used as a bridge to transplantation. In addition, certain private insurance
carriers in the United States provide reimbursement for VAD use. On October 1,
2003, a National Coverage Decision by the CMS in the United States extended
reimbursement to VADs approved by the FDA for destination therapy use.

Several countries in the European Union provide reimbursement for VADs.
Reimbursements, however, vary between countries and budget constraints, to date,
have limited reimbursements.

Japan's Central Social Insurance Council (Chuikyo) has announced that use of
WorldHeart's Novacor LVAS will be reimbursed when implanted in patients who are
transplant-eligible, effective April 2004.

Application of VADs in Patient Care

Current Treatment Methods for End-Stage Heart Failure
-----------------------------------------------------

The search for an effective treatment for end-stage heart failure is ongoing.
Therapies such as medication and transplantation have significant limitations,
and alternative emerging technologies, such as xenografts, cardiomyoplasty,
genetic tissue engineering, multiple site pacing and implantable artificial
hearts (total artificial hearts and ventricular assist devices, pulsatile and
non-pulsatile), are being investigated. The following are treatment methods
currently being employed for advanced heart failure:

          Medication. Pharmaceutical drugs are the first line of defence against
          heart failure; however, in spite of many advances, drug therapies
          continue to be able to provide only very limited relief. Drug
          therapies do not treat the underlying disorder and, thus, can only

                                      -8-
<PAGE>

          slow the disease's progression. Moreover, a significant number of
          heart failure patients may be resistant to treatment with drug
          therapies and often such therapies have adverse side-effects, some of
          which can be quite serious for certain patients.

          Heart Transplantation. Heart transplantation is currently the
          intervention of choice for some patients with end-stage heart failure.
          Patients receiving heart transplants have a 71% five-year survival
          rate (source: American Heart Association ("AHA"), 2004 update).
          However, the availability of donor organs as well as other major
          limitations, described below, has limited the number of transplants
          worldwide to about 4,000 per year. In the United States, the number of
          heart transplants is just over 2,000 annually (2002 - 2,154, 2001 -
          2,202, 2000 - 2,199, 1999 - 2,184, 1998 - 2,340), according to the
          AHA, despite the fact that the AHA estimates that each year at least
          40,000 Americans under age 65 would benefit from heart transplants.
          Another negative feature of transplants is the need for
          immuno-suppressive medication, which can make patients vulnerable to
          other diseases and which may have other adverse side effects. In
          addition, heart transplantation procedures are rarely used in
          emergency situations because of the time required to obtain a suitable
          donor organ. The quality of donor hearts is not always optimal and,
          once implanted, little can be done about the quality of the graft. The
          transplanted natural heart can itself develop complications. Finally,
          the costs of heart transplants are reported to be up to US$250,000 for
          the first year.

          Artificial Heart Technology. Both total artificial hearts and VADs
          (each a form of mechanical circulatory support) have been used
          clinically and have been demonstrated to be viable treatments for
          end-stage heart failure. These devices have already saved thousands of
          lives during temporary use as a bridge to transplantation while the
          recipients await a heart transplant and recently have been used as a
          bridge-to-recovery therapy or as an alternative to transplantation.
          However, the devices currently on the market are designed for
          implantation in the abdomen, thorax or placement outside the body with
          connections to the heart, requiring perforation of the diaphragm
          and/or skin tissue. The external devices typically require at least
          two perforations of the protective skin and tissue, and connection to
          a console, which restricts patient mobility. Implantable devices
          typically require a percutaneous (that is "through-the-skin") lead for
          air, power and data transfer.

Advantages of VADs
------------------

VADs that are either externally placed or abdominally implanted have been
demonstrated as being effective in supporting blood circulation in patients with
a failing heart. More than 10,000 patients have been supported while awaiting
transplant by pulsatile VADs that are in the market.

The following advantages of VADs over other treatments generally apply to VADs
that are currently approved and in use, including Novacor LVAS. The Corporation
expects that these advantages will also apply to its next generation VAD:

          Unlimited Supply. As a manufactured device, VADs are available as and
          when needed, including on an emergency basis, to treat end-stage heart
          failure patients.

          Potential Reduced Hospitalization. Unlike transplant patients, VAD
          patients go to surgery without waiting for a donor organ and in the
          case of implantable VADs are able to leave the hospital after a
          relatively short recovery period, thus potentially reducing health
          care costs.

                                      -9-
<PAGE>

          Potential Improved Patient Health. After VAD implantation, blood
          circulation is improved throughout the body and most patients
          experience improved levels of health. This has been shown in a number
          of clinical studies, including those for the Novacor LVAS.

          Potential Reduction in Medication Use. Unlike transplants, VADs
          typically do not cause rejection responses and, as a result, VAD
          patients typically do not need the administration of
          immuno-suppressive medication. Patients are accordingly not subject to
          the risks and costs associated with long-term administration of these
          medications. Unlike other treatment methods for heart failure,
          substantially less medication may be required, thereby potentially
          limiting the side effects that may be associated with these
          medications.

          Potential Natural Heart Recovery. Unlike total artificial heart
          systems, VADs leave the natural heart intact and assist it when it is
          unable to provide sufficient cardiac function to maintain life. VADs
          have, in some cases, permitted recovery of natural heart function to
          the point where the device was eventually removed.

Marketing, Training and Distribution Strategy

The Corporation's principal markets are currently North America and Europe.
Revenue for each geographic market for 2003 was as follows:

--------------------------------------------------------------------------------
                                                       Revenue

                     -----------------------------------------------------------
                                      2003               2002            2001
--------------------------------------------------------------------------------

Canada                          $     343,808       $    941,259       158,974
United States                       5,784,667          5,421,570     5,463,618
Netherlands(1)                      2,608,900          3,434,218     3,463,912
Japan                                 754,688            967,426             -
Less: Edwards fee                           -           (657,542)     (833,880)
                              --------------------------------------------------
                                $   9,492,063       $ 10,106,931  $  8,252,624
                                =============       ============  ============
--------------------------------------------------------------------------------

     (1) Until December 2003, sales in Europe and Canada were made by the
     Corporation through its distributor Edwards.

During the year ended December 31, 2003, revenue included $3,599,959 (2002
-$5,343,040, 2001 - $3,622,102) resulting from sales to Edwards. There were no
obligations owing to Edwards for the shortfall of the guaranteed gross margin on
sales in 2003. Such obligations have been reflected as a reduction of revenue in
prior years (2002 -$657,542, 2001 - $833,880).

With the acquisition of Novacor LVAS in June 2000, WorldHeart immediately gained
access to many key medical centres involved in cardiac transplantation in North
America, Europe and Japan. Novacor LVAS has been available for implant in
approximately 100 centres in these geographic markets. Prior to December 31,
2003, outside the United States, Novacor LVAS was represented by Edwards. In
December 2003, the Corporation assumed full sales and support responsibility for
the Novacor LVAS worldwide with the exception of Japan. WorldHeart sells
directly within the United States.

                                      -10-
<PAGE>

Additionally, the Oakland, California and European-based operations of the
Novacor business have experienced clinical and technical personnel who support
active implant centres and their leading clinicians.

Product improvements to the Novacor LVAS, which were introduced in Europe during
2002, have now been introduced to the United States and Canada. In addition, the
Corporation's submission to the FDA to expand the bridge-to-transplant
indication for the Novacor LVAS is expected to expand clinical interest in the
product. The RELIANT Trial, the data from which is expected to support a PMA
Supplement for the approval of the Novacor LVAS for destination therapy use, is
discussed above in "Three Year History and Development of the Corporation". The
Corporation's U.S. sales force has also been expanded in order to increase its
sales in the United States.

Sources and Availability of Raw Materials

To date, the Corporation has not encountered any major difficulty in obtaining
quality raw materials or quality subassemblies of raw materials. It is not
anticipated that the prices of raw materials will be subject to volatility.

Intellectual Property

Sixteen U.S. patents have been granted for Novacor LVAS and its associated
subsystems. A subset of these patents has also been filed and granted in the
major European countries, in Canada and in Japan. A U.S. patent has been granted
on a portion of the Novacor II LVAS technology, which is being integrated into
the Corporation's next generation VAD.

To date, two patents have been granted for the Corporation's next generation VAD
in the United States and a European patent has been granted covering the United
Kingdom, France, Germany, Italy, Switzerland and Liechtenstein. Patents for the
Corporation's next generation VAD have been applied for in Canada and in Japan.
The Transcutaneous Energy Transfer (TET) technology incorporated in the
Corporation's next generation VAD has been patented in the United States, Canada
and the United Kingdom.

The Corporation generally enters into confidentiality or license agreements with
its employees, consultants and vendors, and generally controls access to and
distribution of information related to its technology and products,
documentation and other proprietary information.

Product Liability Insurance

The Corporation maintains product liability insurance in the amount of
US$10,000,000. The Corporation expects to complete a comprehensive risk analysis
during 2004 and, if appropriate and available, will seek to increase product
liability insurance.

Competition

Overview
--------

In addition to competing with other less-invasive therapies for heart failure,
the Corporation's Novacor LVAS and next generation VAD will compete with
existing VADs and VADs under development and sold by a number of existing and
emerging companies. Competition from medical device companies and medical device
subsidiaries of healthcare companies is intense and

                                      -11-
<PAGE>

may increase. Many of the Corporation's competitors may have substantially
greater financial, technical, manufacturing, distribution and marketing
resources than the Corporation.

At present, only two companies in North America have developed implantable VADs
approved for commercial sale: WorldHeart and Thoratec. Thoratec has two
pulsatile left ventricular assist device models of its HeartMate(R) LVAS that
have been approved in the United States for commercial sale. One is
pneumatically driven (Heartmate IP LVAS), and the other is electrically driven
(HeartMate(R)XVE LVAS). The HeartMate(R)XVE LVAS and Novacor LVAS have been
approved for commercial sale for bridge-to-transplant indications in the United
States and without restriction for use for heart-failure patients in Europe.
Each of these VADs is implanted in the abdomen and has a percutaneous lead that
combines the power wires and vent.

The HeartMate(R)XVE LVAS received approval for destination therapy in April
2003. On November 4, 2003, WorldHeart announced its intention to initiate the
Pivotal Phase of the RELIANT Trial, with Novacor LVAS implants in that Trial
reimbursed by the CMS as a Category B device. On the same date the Corporation
announced that it had amended its PMA Supplement, which was subsequently
accepted for review by the FDA on November 22, 2002. The amended PMA Supplement
focuses the request to expanding the number of potential patients eligible to
receive Novacor LVAS as a bridge to transplantation. The PMA Supplement for
expanded bridge to transplantation eligibility was referred by the FDA to its
Circulatory System Devices Advisory Panel on April 27, 2004.

Other companies, such as Abiomed, Inc. ("Abiomed") and Thoratec both have VADs
that are designed for temporary use but are not implanted in the body. Their
pumping/power console is external and attached to the natural heart via
connecting tubes running through the recipient's skin and tissue. Abiomed's VAD
is approved by the FDA for in-hospital use only. In 2001, Thoratec received
approval from the FDA for a portable console driver for its VAD that can enable
recipients to leave the hospital.

To date the only VADs that have been approved in the United States for
commercial sale are not totally implantable or remotely powered, monitored and
controlled, and, with the exception of the Novacor LVAS and HeartMate(R)XVE
LVAS, are primarily for acute (short-term) use or for bridge-to-transplant
applications.

In Europe and certain other countries outside North America, Berlin Heart
Institute and Medos Medizentechnik AG provide extracorporeal VADs comparable to
those manufactured and distributed by Thoratec.

Future Competition
------------------

The Corporation believes that the only fully implantable, pulsatile VADs under
development are the Arrow LionHeart(TM) VAD and the Corporation's next
generation VAD. There are a large number of non-pulsatile VADs in varying stages
of development. One such device, which has been undergoing U.S. clinical trials
as a bridge to transplantation and which is approved for use in Europe, is the
MicroMed DeBakey(R) VAD being developed by MicroMed International, Inc. This
device provides non-pulsatile left ventricular assist via a small rotary pump
that is implanted in the abdomen and is powered via wires that perforate the
skin, connected to an external controller and rechargeable battery pack.

                                      -12-
<PAGE>

Pulsatile Versus Non-Pulsatile VADs

Currently, most heart assist devices intended for chronic use are pulsatile,
mimicking the natural heart's pumping action. Non-pulsatile, or continuous blood
flow VADs, are under development and have been tested in animals and in human
trials as a bridge-to-transplant or recovery; however, at the present time, the
scientific community has varying opinions as to whether or not they will be
viable for long-term implantation in humans. Continuous flow VADs are expected
to be smaller, less complex and valveless, have lower energy needs and
potentially less costly. There is a lack of long-term clinical data on
non-pulsatile pump reliability and on human physiological, immunological and
haematological responses, including the determination of the human body's
requirement for a pulsatile blood flow for long-term health. The Corporation has
opted to pursue pulsatile VADs that have proven successful in extending life,
and to make its pulsatile devices smaller, longer lasting and less costly.

Regulatory Matters

Overview

Most countries, including the United States, Canada and countries in the
European Union, require regulatory approval prior to the commercial distribution
of medical devices. In particular, implantable medical devices generally are
subject to rigorous clinical testing as a condition of approval by the FDA and
by similar authorities in Canada, in Europe and in other countries. The approval
process for the Corporation's next generation VAD will be expensive and time
consuming.

United States Regulation

In the United States, the FDA regulates the manufacture, distribution and
promotion of medical devices pursuant to the United States Federal Food, Drug
and Cosmetic Act ("FDC Act") and the regulations promulgated thereunder. The
Corporation's Novacor LVAS and the Corporation's next generation VAD devices are
regulated as Class III medical devices. Human clinical trials are conducted
pursuant to an IDE, the results of which must demonstrate, to the satisfaction
of the FDA, the safety and efficacy of the system.

Before commercial distribution of devices such as Novacor LVAS and the
Corporation's next generation VAD are permitted in the United States, a PMA must
be approved by the FDA.

In addition, any medical device distributed in the United States is subject to
pervasive and continuing regulation by the FDA. Products must be manufactured in
registered establishments and must be manufactured in accordance with the
Quality System Regulation. Labeling and promotional activities are subject to
scrutiny by the FDA and, in certain instances, by the Federal Trade Commission.
Failure to comply with these requirements could result in enforcement action,
including seizure, injunction, prosecution, civil penalties, recall and
suspension of FDA approval.

Canadian Regulation
-------------------

The sale and advertising of medical devices in Canada are governed by the Food
and Drugs Act (Canada) through the Medical Devices Regulations, administered by
the Medical Devices Bureau of Health Canada ("MDB"). The current Medical Devices
Regulations are undergoing revisions that may align the Canadian regulatory
process with those of Canada's international trading

                                      -13-
<PAGE>

partners. The Corporation believes that international harmonization of the
regulatory process will be more likely to accelerate than slow the approval
process as it relates to the Corporation's next generation VAD.

The Corporation's next generation VAD is expected to be classified as a Class IV
medical device under the Medical Devices Regulations, requiring the Corporation
to apply for authorization from the MDB to conduct investigational testing on
human subjects in Canada. At the conclusion of the human clinical trials, the
Corporation will apply for a medical device license that will allow for general
marketing of the device.

Regulatory Requirements in Other Countries
------------------------------------------

It is also the Corporation's intention to market its next generation VAD in
European and other countries. The Corporation will, therefore, be required to
meet the applicable medical devices standards in each such country or region.
Although harmonization has been under negotiation for some time among various
countries, the approval process varies from country to country and approval in
one country does not necessarily result in approval in another.

The Corporation intends to apply for various applicable certifications under the
International Standards Organization ("ISO"), a worldwide federation of national
bodies, founded in Geneva, Switzerland in 1946. ISO has over 92 member
countries, including the United States and Canada. ISO standards are integrated
requirements which, when implemented, form the foundation and framework for an
effective quality management system. These standards were developed and
published by the ISO. ISO certification is widely regarded as essential to enter
Western European markets. All companies are required to obtain ISO certification
and the "CE" mark in order to market medical devices in Europe. ISO 13485
certification is the most stringent standard in the ISO series and covers
design, production, installation and servicing of products. The Corporation
received ISO 13485 certification in 2003. WorldHeart has received "CE" mark
certification for Novacor LVAS, an international symbol of quality and
compliance, with applicable European medical device directives.

Other Regulatory Requirements
-----------------------------

The Corporation is also subject to various Canadian and/or United States
federal, provincial, state and local laws and regulations relating to such
matters as safe working conditions, laboratory and manufacturing practices and
the use, handling and disposal of hazardous or potentially hazardous substances
used in connection with the Corporation's research and development work. The
manufacture of biomaterials will be subject to compliance with various federal
environmental regulations and/or those of various provincial, state and local
agencies. Although the Corporation believes that it is in compliance with these
laws and regulations in all material respects, there can be no assurance that
the Corporation will not be required to incur significant cost to comply with
environmental and health and safety regulations in the future.

Employees

At May 10, 2004, the Corporation employed 136 full-time staff and consultants.
Of these employees, 31 were employed in Ottawa, Ontario, Canada, 97 in Oakland,
California, USA and eight in Europe, based in the office in Heesch, Netherlands.
Approximately 67% of the employees are involved with research, development,
manufacturing, quality, and clinical affairs, 15% were in sales and clinical
support, and 18% were in finance, administration, and regulatory

                                      -14-
<PAGE>

affairs. In January 2004, the Corporation assumed the sale and sales support
employees in the Netherlands' office who previously were employed by Edwards.

The Corporation currently maintains compensation, benefits, equity participation
and work environment policies intended to assist in attracting and retaining
qualified personnel.

The Corporation believes that the success of its business will depend, to a
significant extent, on its ability to attract and retain such personnel. The
Corporation has access to highly-skilled labour pools in both Ottawa and Oakland
where there are well-developed technology industries.

None of the Corporation's employees is subject to a collective bargaining
agreement nor has the Corporation experienced any work stoppages. The
Corporation believes that its relations with its employees are good.

Facilities

The head office of the Corporation is located in Ottawa, Ontario, Canada. The
facilities comprise 22,755 square feet of manufacturing and office space with a
lease that expires on April 30, 2007. The Corporation also has a location in
Oakland, California, USA with two buildings and approximately 40,000 square feet
of manufacturing and office space. This space was obtained by the Corporation as
part of the Novacor acquisition and continues to be the sole manufacturing
facility for the Novacor LVAS. The Oakland lease expires on April 30, 2007. The
Corporation's office in the Netherlands is currently provided under short term
arrangements with Edwards.

The Corporation currently has excess capacity for manufacturing purposes in
Ottawa. The Corporation is not aware of any environmental issues that may affect
the use of its properties.


                        Directors and Executive Officers

Directors

The Corporation has five directors, C. Ian Ross (Chair), Roderick M. Bryden,
John F. Carlson, William C. Garriock and Robert J. Majteles. Information with
respect to each director, his principal occupation for the five preceding years,
percentage of securities of the Corporation owned by each director and the
committees of the Board of Directors on which each director is a member, is
included under the headings "Election of Directors" and "Compensation of
Directors" in the Information Circular, incorporated herein by reference.

Audit Committee

The Audit Committee is comprised of three directors, John F. Carlson (Chair), C.
Ian Ross and William C. Garriock, each of whom has been determined by the Board
of Directors of the Corporation to be independent and financially literate as
those terms are defined in Multilateral Instrument 52-110 - Audit Committees.
Additional information regarding the composition of the Audit Committee and the
qualifications, education and experience of the members of the Audit Committee
are included under the headings "Election of Directors" and "Corporate
Governance" in the Information Circular, incorporated herein by reference. A
copy of the Corporation's amended and restated audit committee charter is
attached as Exhibit 99.5 to the Form 40-F filed herewith.

The Board of Directors of the Corporation has determined, in accordance with
regulatory guidelines, that John F. Carlson, a member of the Board of Directors
and Chair of the Audit Committee, qualifies as a "Financial Expert" as defined
by the Sarbanes-Oxley Act of 2002 (United States). The Board of Directors has
also determined that Mr. Carlson is an "independent director" as defined in NASD
Rule 4200(a)(14).

                                      -15-
<PAGE>

<TABLE>
<CAPTION>

Executive Officers

Name                                   Position with the Corporation and                Number of common
                                 Principal Occupation for the last five years          shares and options held
----------------------------------------------------------------------------------------------------------------
<S>                            <C>                                                    <C>

Roderick M. Bryden              President and Chief Executive Officer of the           393,532 shares
Ottawa, Ontario                 Corporation since January 2000; Chairman and Chief     461,422 options
Canada                          Executive Officer of the Corporation from 1996 to
                                January 2000.

                                Chairman and Governor and majority owner of the
                                National Hockey League's Ottawa Senators Hockey
                                Club Corporation from 1994 to 2003.

                                Chairman of Palladium Corporation, a company
                                which owned the Corel Centre, a multi-purpose
                                sports and entertainment facility in Ottawa,
                                Ontario, Canada from 1994 to 2003.

D. Mark Goudie                  Chief Financial Officer and Vice President, Finance    39,820 options
Ottawa, Ontario,                of the Corporation since October, 2003; Director of
Canada                          Finance of the Corporation from April 2002 to
                                October 2003.

                                Chief Financial Officer, Rebel.com Inc., a computer
                                hardware company, from April 2000 to April 2001

                                Vice President Finance, Ottawa Senators Hockey
                                Club Corporation and Palladium Corporation from
                                June 1996 to April 2002 and Chief Financial
                                Officer from January 1998 to April 2002.

Jal S. Jassawalla               Senior Vice President, Research and Development of     107,101 options
Orinda, California,             the Corporation since June 2000.
USA

                                Vice President of Research and Development, Novacor
                                Division, Baxter Healthcare Corporation,  from 1998
                                to June 2000.

Douglas Hillier(1)              Senior Vice President, Marketing since July 2000 of    22,391 options
San Francisco, California       the Corporation.
USA

                                President, Novacor Division, Baxter Healthcare
                                Corporation from April 1999 to June 2000.

Robert Griffin                  Vice President, Manufacturing of the Corporation       47,307 options
Toronto, Ontario                since November 2000.
Canada

                                Vice President, Manufacturing, Visible Genetics
                                Inc., a bio-technology company, from April 1998 to
                                November 2000.
</TABLE>

                                      -16-

<PAGE>

<TABLE>
<CAPTION>

Name                                   Position with the Corporation and                Number of common
                                 Principal Occupation for the last five years          shares and options held
----------------------------------------------------------------------------------------------------------------
<S>                            <C>                                                    <C>


Daniela Kennedy                 Vice President, Corporate Services of the              38,552 options
Ottawa, Ontario                 Corporation since February 1998.
Canada
                                Vice President, Corporate Information Systems,
                                SHL Systemhouse, a computer systems integration
                                company, from May 1996 to February 1998.
----------------------------------------------------------------------------------------------------------------
         (1) Mr. Hillier left the Corporation in March 2003.
</TABLE>


The directors and executive officers as a group beneficially owned, directly or
indirectly, 394,032 common shares of the Corporation (representing approximately
2.6% of the issued and outstanding common shares of the Corporation) as of May
10, 2004.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Reference is made to the information contained in the Information Circular under
the heading "Election of Directors" with respect to bankruptcies of companies in
which Mr. Bryden, the President and CEO of the Corporation, and Mr. Garriock, a
director of the Corporation, have been involved.

From April 2000 to April 2001, Mr. Goudie served as Chief Financial Officer of
Rebel.com Inc. In July 2001, Rebel.com Inc. was placed in receivership and in
November 2001 an order was made to declare it bankrupt. From June 1996 until
April 2002, Mr. Goudie served as Vice President Finance of the Ottawa Senators
Hockey Club Corporation ("OSHC Corporation") and Palladium Corporation, and was
Chief Financial Officer of both companies from January 1998 to April 2002.
During 2003, OSHC Corporation was declared to be a debtor company to which the
Companies Creditors Arrangements Act (Canada) applied. During 2003, an interim
receiver was appointed for Palladium Corporation pursuant to the Bankruptcy and
Insolvency Act (Canada).


                                 Code of Conduct

All employees, officers (including the principal executive officer, principal
financial officer, principal accounting officer and controller, or persons
performing similar functions) and directors of WorldHeart are subject to and are
required to annually confirm adherence to the Corporation's Code of Conduct,
which can be found at the Corporation's website www.worldheart.com. Any waiver
or amendments to this Code of Conduct to the Corporation's principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions will be disclosed on a
timely basis on the Corporation's website.


                                    Dividends

The Corporation has not paid any dividends on its common shares to date. The
Corporation's policy at the present time is to retain earnings to finance the
growth and development of the business. The payment of dividends in the future
will depend on the earnings and financial

                                      -17-
<PAGE>

condition of WorldHeart and on such other factors as the Board of Directors of
the Corporation may consider appropriate.


                                Capital Structure

General Description

The authorized share capital of WorldHeart consists of an unlimited number of
common shares and an unlimited number of preferred shares, issuable in series.
As of May 10, 2004, there were 15,273,689 common shares and no preferred shares
outstanding.

Common Shares

The common shares entitle the holders thereof to one vote at meetings of the
shareholders of WorldHeart, except meetings at which only the holders of another
class or series of shares are entitled to vote and, subject to the prior rights
of holders of any preferred shares, to receive any dividends declared by the
board of directors and to receive the property of WorldHeart upon liquidation,
dissolution or winding up. All outstanding common shares are fully paid and
non-assessable.

On December 1, 2003, WorldHeart filed Articles of Amendment to effect a share
consolidation on the basis of one post-consolidation common share for each seven
pre-consolidation common shares. The common shares commenced trading on the
Toronto Stock Exchange and on the Over-The-Counter-Bulletin-Board ("OTCBB")
trading system maintained by the National Association of Securities Dealers on a
post-consolidated basis on December 4, 2003.

Preferred Shares

The board of directors has the authority to issue an unlimited number of
preferred shares, issuable in series, and to determine prior to any such
issuance the price, rights, preferences, privileges and restrictions, including
voting rights, of those shares without any further vote or action by the
shareholders. Preferred shares may, at the discretion of the board of directors,
be entitled to preference over the common shares and any other shares ranking
junior to the preferred shares with respect to the payment of dividends and
distribution of assets in the event of liquidation, dissolution or winding up.
If any cumulative dividends or amounts payable on return of capital are not paid
in full, preferred shares of all issued series would participate rateably in
accordance with the amounts that would be payable on such shares if all such
dividends were declared and paid in full or the sums which would be payable on
such shares on the return of capital if all amounts so payable were paid in
full, as the case may be. A first series of 1,374,570 preferred shares has been
designated as Cumulative Redeemable Convertible Preferred Shares, Series A (the
"Series A Shares").

On November 26, 2003, WorldHeart filed Articles of Amendment amending the rights
and privileges of the Series A Shares, and on November 27, 2003, Edwards
Lifesciences (U.S.) Inc. converted 1,374,570 Series A Shares of WorldHeart,
being all the Series A Shares issued and outstanding, into 500,000 common shares
of the Corporation and warrants to acquire 1,000,000 common shares of the
Corporation at an exercise price of $8.05 per share, expiring November 27, 2008.

                                      -18-
<PAGE>

                            Market for Common Shares

The common shares of World Heart Corporation are listed on the Toronto Stock
Exchange under the ticker symbol "WHT" and on the NASDAQ National Market
Exchange under the ticker symbol "WHRT". During 2003, and until March 17, 2004,
the Corporation's common shares traded on the OCTBB market, under the symbol
"WHRTF" until December 1, 2003 and, thereafter, under the symbol "WHTOF".

Trading Price and Volume
------------------------

The trading range and monthly volume for the Corporation's common shares traded
on the Toronto Stock Exchange for the periods indicated below were:
<TABLE>
       ----------------------------------------------------------------------------------------
<CAPTION>

                                                    High            Low             Volume
       2003 (1)
<S>                                                <C>             <C>             <C>
       January                                      $18.90          $  8.47          1,397,639
       February                                     $16.73          $ 11.34            327,682
       March                                        $13.93          $  9.80            173,291
       April                                        $12.04          $  9.31            131,759
       May                                          $11.20          $  8.40            211,782
       June                                         $ 9.80          $  8.40            192,213
       July                                         $ 8.75          $  6.79            158,853
       August                                       $ 9.17          $  7.14            141,373
       September                                    $12.74          $  7.14            732,602
       October                                      $12.53          $  8.54            568,905
       November                                     $10.43          $  8.05            272,631
       December                                     $11.27          $  9.50            372,549

       2004
       January                                      $10.20          $  9.00            361,200
       February                                     $ 9.74          $  8.40            860,700
       March                                        $11.40          $  8.90            750,700
       April                                        $10.85          $  8.17            800,700
       ----------------------------------------------------------------------------------------
          (1)  Trading ranges are adjusted from January 2003 to December 4, 2003
               to reflect the Corporation's share consolidation on a one
               post-consolidation common share for seven pre-consolidation
               common shares basis.
</TABLE>

Prior Sales
-----------

On November 26, 2003, WorldHeart filed Articles of Amendment amending the rights
and privileges of the Series A Shares, and on November 27, 2003 Edwards
Lifesciences (U.S.) Inc. converted 1,374,570 Series A Shares of WorldHeart,
being all the Series A Shares issued and outstanding, into 500,000 common shares
of the Corporation and warrants to acquire 1,000,000 common shares of the
Corporation at an exercise price of $8.05 per share expiring November 27, 2008.

Reference is made to the Audited Financial Statements (Note 9) incorporated
herein by reference for additional information regarding the conversion of the
Series A Shares.

                                      -19-
<PAGE>

                          Transfer Agent and Registrar

The transfer agent and registrar for the common shares of WorldHeart is CIBC
Mellon Trust Company, Toronto, Ontario and the co-transfer agent and registrar
is Chase Mellon Shareholder Services LLC, New York, New York.


                                Legal Proceedings

To the best of the Corporation's knowledge, there are currently no legal
proceedings underway that would be expected to have a material impact on the
Corporation's financial position or profitability.


                              Interests of Experts

The financial statements of WorldHeart as of December 31, 2003 and December 31,
2002, and the consolidated statements of loss, shareholders' equity (deficiency)
and cash flows for the years ended December 31, 2003, December 31, 2002 and
December 31, 2001, have been incorporated herein by reference in reliance upon
the report of the Corporation's independent auditors, PricewaterhouseCoopers
LLP, as indicated in their reports with respect thereto, and included herein in
reliance on the authority of that firm as experts in accounting and auditing in
giving those reports.



                     Principal Accountant Fees and Services

For the years ended December 31, 2003 and 2002, the fees paid by WorldHeart for
audit work and other services performed by PricewaterhouseCoopers LLP were as
follows:

                                           Year ended December 31,
                                              2003            2002
                                              ----            ----
Audit Services                             $214,000(1)     $199,800
Audit-Related Services                            -               -
Tax Services                               $ 60,000       $  66,800
Other Services                                    -               -
                                           --------        --------
Totals                                     $274,000        $266,600

(1) Included in the Audit Service Fees are fees of $35,000 related to
consultations and review of documents related to capital transactions for the
Corporation.

Audit Fees

Audit fees were paid for professional services rendered by the auditors for (i)
the audit of the annual consolidated financial statements including the services
provided in connection with statutory and regulatory filings, (ii) reviews of
the unaudited interim financial statements, and (iii) consultations related to
capital transactions, including comfort letters, consents and assistance with
and review of documents filed with securities regulatory authorities.

                                      -20-
<PAGE>

Audit-Related Fees

No audit-related fees were paid.

Tax Fees

Tax fees are for all services performed by the auditor's tax personnel excluding
audit and audit- related fees and include tax compliance, tax planning and tax
advice.

Other Fees

No other fees were paid.

Pursuant to the Corporation's amended and restated audit committee charter
adopted by the Board of Directors on December 16, 2003, attached hereto as
Exhibit A, the audit committee approves in advance all auditing services of the
external auditors and related fees and terms and all non-audit service mandates
including related fees and terms, to the extent permitted by applicable laws,
regulations and policies. The audit committee may delegate to one or more
members of the audit committee the authority to pre-approve non-audit services
to be provided by the external auditors provided that any such approvals made by
the designated individuals will be reported to the full audit committee at its
next scheduled meeting. In the last two fiscal years, non-audit services were
not pre-approved by the audit committee.


                               Material Contracts

Edwards Lifesciences LLC

On May 24, 2000, WorldHeart, Edwards, Novacor and World Heart Inc. entered into
a contribution agreement pursuant to which WorldHeart acquired the assets and
liabilities of Novacor from Edwards through World Heart Inc. On May 24, 2000,
WorldHeart and Edwards also entered into an exchange agreement pursuant to which
Edwards received the right for one year following the second anniversary of the
issuance to it of 4,981,128 Series A cumulative participating preferred shares
of World Heart Inc. to require WorldHeart to exchange those shares for an equal
number of WorldHeart common shares. On May 8, 2002, WorldHeart and Edwards
amended the exchange agreement and the contribution agreement to extend the
period of time within which Edwards could require the exchange of shares to two
years and to extend the commencement date of the exchange window by one year. As
consideration for the extension of this period, Edwards agreed that the dividend
payable on its preferred shares would be decreased by one percent effective July
1, 2002. On September 22, 2003, WorldHeart and Edwards amended the exchange
agreement to shorten the commencement date of the exchange window by one year
and Edwards exchanged the 4,981,128 Series A cumulative participating preferred
shares of World Heart Inc. for 711,589 common shares of WorldHeart.

On June 30, 2000, the Corporation entered into a distribution agreement with
Edwards whereby Edwards would be the sole distributor, except in the United
States, of the Corporation's heart assist products for a period of five years
commencing July 1, 2000. As a result of the distribution agreement, WorldHeart
was obligated to pay Edwards a minimum annual fee of US$2 million less the
actual gross margin for the duration of the agreement. On June 30, 2000, the
Corporation also entered into a supply agreement with Edwards whereby Edwards
would be the sole supplier of certain components of the Corporation's heart
assist products for a period of five years. On

                                      -21-
<PAGE>

December 31, 2003, WorldHeart amended its distribution agreement with Edwards.
Since WorldHeart's acquisition of Novacor in 2000, Edwards has been responsible
for worldwide distribution of the Novacor LVAS and associated hardware with the
exception of the United States where WorldHeart sells directly. In an effort to
have greater control over its sales, distribution and customer support,
WorldHeart entered into the amendment to its distribution agreement to take
direct responsibility for worldwide distribution of the Novacor LVAS and related
products worldwide with the exception of Japan, where Edwards will continue to
be the exclusive distributor for WorldHeart. In conjunction with this
arrangement, WorldHeart and Edwards entered into a transition services agreement
on December 31, 2003, under which for a period of three months, Edwards will
assist WorldHeart until WorldHeart's European operations are fully functional.
WorldHeart also entered into an interim distribution agreement with a
Netherlands company, its interim European distributor, which commenced on
December 31, 2003 and terminates on June 30, 2004. Under the agreement, the
distributor agreed to provide WorldHeart with distribution capabilities in
Europe until WorldHeart's European distribution infrastructure is in place and
operational. In order to allow the distributor to service the European market
without interruption, the distributor purchased all of Edwards' Novacor LVAS and
related equipment inventory and other related assets as at December 31, 2003.
Under the terms of the purchase, these assets could only be used by the
distributor in support of World Heart's business, and the inventory could only
be resold to customers of WorldHeart, on WorldHeart-negotiated terms. WorldHeart
was required to purchase any such assets and unsold inventory that were acquired
from Edwards by the distributor upon request from the distributor. In January
and April 2004 WorldHeart acquired all such inventory and other assets at the
distributor's cost of approximately US$2.5 million. Following this purchase,
WorldHeart is servicing the European market directly, and all obligations
between WorldHeart and the distributor in connection with these agreements have
been satisfied.

On June 30, 2000, the Corporation issued 1,374,570 Series A Shares to Edwards
Lifesciences (U.S.) Inc. for US$20.0 million that were convertible at Edward's
option after June 30, 2006 into 196,367 common shares (representing a per share
conversion price of US $101.85), plus additional common shares for the
accumulated but unpaid dividends to the date of conversion, without payment of
additional consideration. These preferred shares were non-voting. Edwards could
nominate one director of WorldHeart pursuant to a shareholders agreement. These
shares were callable for cash at the face amount plus accumulated but unpaid
dividends at the Corporation's option at any time up to June 30, 2007, at which
time they were required to be redeemed for the face amount of US$20.0 million
plus accumulated dividends. Dividends accumulated at 5% per year for the first
three years and 10% per year for years four through seven.

On September 10, 2000, the Corporation entered into the Novacor Liquidating
Trust Buyout Agreement which provided WorldHeart with a right to repurchase,
upon the payment of US$1,500,000, the Novacor Liquidating Trust's entitlement to
royalties on revenues generated from the sale of Novacor LVAS and equipment. On
September 22, 2003, the Corporation exercised its repurchase right.

On September 22, 2003, the Corporation entered into a Conversion Agreement with
Edwards Lifesciences (U.S.) Inc. which provided that, subject to shareholder
approval, WorldHeart would acquire for cancellation the 1,374,570 Series A
Shares of WorldHeart held by Edwards Lifesciences (U.S.) Inc. by issuing to
Edwards Lifesciences (U.S.) Inc. upon the conversion of those shares, 500,000
common shares of WorldHeart and 1,000,000 warrants, each exercisable for one
common share of WorldHeart. On November 25, 2003, WorldHeart's shareholders
approved an amendment to the Articles of Incorporation of WorldHeart to permit
the conversion

                                      -22-
<PAGE>

of the 1,374,570 Series A Shares of WorldHeart into 500,000 common shares and
warrants to acquire 1,000,000 common shares at an exercise price of $8.05 per
share, expiring November 27, 2008. On November 26, 2003, WorldHeart filed
Articles of Amendment to amend the terms of the Series A Shares and on November
27, 2003 Edwards Lifesciences (U.S.) Inc. converted its 1,374,570 Series A
shares into 500,000 common shares and warrants to acquire 1,000,000 common
shares.

Technology Partnerships Canada

In November 2001, WorldHeart was approved for a grant from Technology
Partnerships Canada (TPC) pursuant to a TPC agreement with the Industry Canada.
The amount to be received pursuant to this grant was equal to the lesser of
$9.98 million or 31.1% of eligible costs incurred by the Corporation in
connection with the prototype development and clinical trials of HeartSaverVAD.
These costs are subject to review and acceptance by Industry Canada. WorldHeart
was required to pay TPC a royalty equal to 1% of gross revenues from the first
version of HeartSaver for a period of six years from commencement of commercial
sales. If by the end of this period cumulative royalties had not reached $19.7
million, the royalty period would continue for a further four years or until
cumulative royalties were $19.7 million, whichever came first. As part of the
agreement, TPC received warrants for 92,857 common shares of WorldHeart,
exercisable until December 2006 at an exercise price of $46.27 per share. On May
21, 2003, the agreement was amended in order to allow changes in the
HeartSaverVAD development program to be considered eligible costs. TPC's royalty
was also amended to .65% of consolidated gross business revenues for a period
commencing in January 2004 and ending in January 2012. In the event that
cumulative royalty payments have not reached $26.4 million by this date, the
royalty period will continue for a further three years or until the cumulative
royalties reach $26.4 million, whichever occurs first.

Special Warrant Transaction

On December 19, 2001, pursuant to a private placement, the Corporation issued
3,027,000 special warrants for net proceeds of $14,886,649 after deducting
expenses of the private placement of $1,761,851. Each special warrant was
convertible without additional consideration into one pre-consolidation common
share of WorldHeart and one warrant to purchase one pre-consolidation common
share, resulting in the issuance of 432,428 post-consolidated common shares and
432,428 post-consolidated warrants. Each warrant was exercisable for one common
share at a price of $42.07 per share until January 24, 2004. In connection with
the private placement of the special warrants, on December 19, 2001, the
Corporation entered into an underwriting agreement with Yorkton Securities Inc.
and First Associates Investments Inc., as agents. WorldHeart granted the agents
157,490 warrants to acquire an aggregate of 157,490 underwriters' compensation
options. On a post-consolidation basis, seven such options entitle the holder to
acquire one common share of WorldHeart, for a total of 22,498 common shares, and
one underwriters' underlying warrant, for a total of 22,498 underlying warrants
at an exercise price of $42.35 per share. The underwriters' compensation options
are exercisable for a four-year period ending December 19, 2005. Each
underwriters' underlying warrant entitles the holder to acquire one common share
at an exercise price of $42.07 per share until December 19, 2003.

In connection with the December 19, 2001 private placement, on January 17, 2002,
the Corporation filed a final short-form prospectus with Canadian securities
regulatory authorities to qualify the 432,428 common shares and 432,428 warrants
issuable upon the exercise of the special warrants and 22,498 underwriters'
compensation options issuable upon the exercise of the

                                      -23-
<PAGE>

underwriters' warrants. All of the special warrants were deemed to have been
exercised by the holders on January 24, 2002.

New Generation Biotech (Equity) Fund Inc.

On December 19, 2001, WorldHeart incorporated 2007262 Ontario Inc. ("2007262")
to carry out specified research and development related to the HeartSaver
Implanted Controller, the HeartSaver External Controller and all the software
developed to control, monitor and power the HeartSaver VAD. WorldHeart and New
Generation Biotech (Equity) Fund Inc. ("NewGen"), an Ontario labour-sponsored
venture capital corporation, subscribed for an equal number of common shares of
2007262. Additionally, NewGen subscribed for 637,000 Series 1 preferred shares
(Series 1 Shares) of 2007262 for net proceeds of $3,420,016 after deducting
expenses of the placement of $83,484. WorldHeart sold to 2007262 certain
technology in exchange for 100,000 Series 2 preferred shares ("Series 2 Shares")
of 2007262 and a promissory note in the amount of $2,000,000.

On January 31, 2003 and pursuant to the terms of the agreements entered into on
December 19, 2001, upon receipt by 2007262 of a retraction notice from NewGen,
the Corporation exercised its right to purchase the Series 1 preferred shares
from NewGen in exchange for 91,000 common shares of WorldHeart and 91,000
warrants. Each warrant was exercisable into one common share of WorldHeart at a
price of $42.07 at any time up to January 24, 2004. These warrants expired
unexercised in January 2004. WorldHeart currently holds 100 common shares, all
the Series 1 Shares and all the Series 2 Shares of 2007262 issued and
outstanding. NewGen currently holds 100 common shares of 2007262.

Non-revolving Term Credit Agreement

On December 18, 2002, WorldHeart entered into a $2,000,000 non-revolving term
credit agreement. The loan had a maturity of June 18, 2003 and an interest rate
of 2% per month. The loan was collateralized by a general security agreement
granting a security interest in all the assets of the Corporation. The
Corporation issued 28,571 warrants to the lender, each warrant being exercisable
for one common share of WorldHeart at a price of $9.10 per share, until December
18, 2007. This loan was repaid in full on January 28, 2003 and the security was
discharged.

Private Placement of Units

In separate transactions on January 3, 2003 and January 8, 2003, the Corporation
completed private placements totaling 2,343,750 units at a price of $1.28 per
unit for gross proceeds of $3,000,000 (issue costs were $384,728). Each unit
comprises one pre-consolidation common share and one warrant to purchase a
pre-consolidation common share, for a total of 334,821 post-consolidation common
shares and 334,821 post-consolidation warrants. Each warrant is exercisable into
one common share at an exercise price of $11.20 per share for a period of five
years. In association with the transaction the Corporation also granted 33,482
broker warrants to the placement agent. Each broker warrant is exercisable at a
price of $11.20 per share into one common share and one compensation warrant at
any time prior to December 31, 2004. Each compensation warrant is exercisable
into one common share of WorldHeart at a price of $11.20 per common share at any
time prior to December 31, 2007.

                                      -24-
<PAGE>

Senior Loan Agreement

On January 28, 2003, WorldHeart entered into a senior loan agreement for loans
totaling $7,000,000, a subordinated loan agreement for loans totaling $3,000,000
and also entered into an intercreditor agreement with the lenders of the senior
and subordinated loans. The loans were originally scheduled to mature on July
31, 2003 with an interest rate of 18% per annum, payable monthly in arrears. The
loans were to be repaid in full on the earlier of the maturity date or the
completion of a replacement financing. The maturity date of these loans were
extended from July 31, 2003 to August 15, 2003 and then further extended to
September 23, 2003. The loans were repaid on September 23, 2003. The Corporation
paid the lenders a fee equal to 4% of the amount of the loan and issued to them
a total of 428,571 warrants, with each warrant exercisable into one common share
of WorldHeart for a period of five years at a price of $11.20 per share. As
collateral for the loans, the Corporation entered into general security
agreements granting a security interest in the assets of the Corporation. Upon
repayment of the loans, the security was discharged.

Issuance of Warrants

On April 2, 2003, the Corporation issued 142,857 common shares, at a price of
$11.20 per share for gross proceeds of $1,600,000 pursuant to the exercise of
previously issued warrants with an expiry date of January 2, 2008. As
compensation for the early exercise of the warrants an additional 251,428
warrants were issued. These warrants are exercisable into common shares of
WorldHeart at $11.20 per share until April 2, 2008.

Note Purchase Facility Agreement

On July 23, 2003, WorldHeart entered into a note purchase facility agreement
with Export Development Canada to assist WorldHeart in its export marketing
activities by permitting customers outside of Canada to pay for purchases by
issuing a non-interest bearing note payable at an agreed future date, with
Export Development Canada purchasing the note from WorldHeart without recourse
to WorldHeart. The facility is for a maximum of US$4,000,000 and will carry an
interest rate, payable by WorldHeart, as set for each note purchase by Export
Development Canada, payable semi-annually in arrears.

Senior Subordinated Convertible Debentures

On July 30, 2003, the Corporation issued senior subordinated convertible
debentures in the principal amount of $1,200,000, guaranteed by World Heart Inc.
The debentures had a maturity date of October 29, 2003 and were convertible at
the holder's option into common shares of WorldHeart for $7.00 per share. The
debentures were callable by WorldHeart at any time after September 15, 2003,
upon payment of the outstanding principal amount plus accrued interest, subject
to the prior right of the holders to convert. The debentures had an interest
rate of 14% per annum. In connection with the sale, the Corporation issued
warrants to purchase an aggregate of 171,428 common shares at an exercise price
of $8.40 per share for a period of three years. As security for the debentures,
the Corporation entered into a general security agreement granting a security
interest in all of the Corporation's assets. The debentures were repaid in full
on September 23, 2003 and the security was discharged.

                                      -25-
<PAGE>

Bridge Loan Agreement

On September 4, 2003, the Corporation entered into a bridge loan agreement for a
loan of $1,000,000. The loan bore interest at a rate of 14% per annum payable
monthly in arrears and was repayable, in full, at the earlier of the completion
of a financing event and October 22, 2003. The loan also carried a fee of 4% of
the loan amount, payable at the time of repayment. In connection with the loan
the Corporation issued an aggregate of 118,571 warrants, with each warrant
exercisable into one common share of WorldHeart at a price of $8.40 per share,
exercisable until October 16, 2006. This loan was repaid in full on September
23, 2003.

Private Placement of Units

On September 23, 2003, the Corporation completed a private placement, through
agents, in Canada and the United States of 74,699,458 units at a price of $0.85
per unit for gross proceeds of $63,164,608 (issue costs were $6,128,027). Each
unit comprised one pre-consolidation common share and one warrant to purchase a
pre-consolidation common share of WorldHeart, representing a total of 10,671,351
post-consolidated common shares, and 10,671,351 post-consolidated warrants. Each
warrant is exercisable into one common share at an exercise price of $8.05 per
share (subject to adjustment as provided by the terms of the warrant and warrant
indenture) until September 22, 2008. In connection with the transaction, the
Corporation also granted 1,004,336 agents' warrants to the agents. Each agent's
warrant is exercisable at a price of $8.05 per share into one common share for a
period of five years.

As part of the private placement, WorldHeart entered into a registration rights
agreement with the purchasers of units in the United States in which the
Corporation agreed to register the common shares and the common shares
underlying the warrants held by them. On October 22, 2003, the Corporation filed
a registration statement on Form F-3 (File No. 333-109876) with the United
States Securities and Exchange Commission, which was declared effective on
October 30, 2003. WorldHeart also agreed to use commercially reasonable efforts
to cause that registration statement to remain continuously effective until the
earlier of (i) such date as all of the securities that can be sold under the
prospectus which forms a part of that registration statement by the selling
securityholders have been sold, and (ii) such time as the securities covered by
the prospectus which forms a part of that registration statement are no longer
subject to restrictions on resale as provided in Rule 144(k) under the United
States Securities Act of 1933.

The Corporation agreed, in the purchase agreement with the United States
purchasers of units, that the Corporation would prepare and submit to NASDAQ an
application to list its common shares on the NASDAQ SmallCap Market. On March
18, 2004 the Corporation's shares began trading on the NASDAQ National Market
under the symbol WHRT in satisfaction of this commitment.

The Corporation also entered into a warrant indenture with CIBC Mellon Trust
Company, as warrant agent, which sets forth the terms and conditions of the
warrants issued to the purchasers of units in Canada and the United States and
an agency agreement with the Canadian agent, Research Capital Corporation, which
set forth certain representations and warranties and terms and conditions with
respect to the issue of units to purchasers in Canada.

On December 23, 2003, the Corporation filed a second registration statement on
Form F-3 (File No. 333-111512) with the United States Securities and Exchange
Commission and Amendment No. 1 on Form F-3 on January 22, 2004. It was declared
effective on February 4, 2004, pursuant to which WorldHeart registered the
common shares and common shares underlying the warrants

                                      -26-
<PAGE>

held by certain Canadian purchasers who purchased units as part of the private
placement and certain shares held by Edwards and Edwards Lifesciences (U.S.)
Inc.



                                  Risk Factors

The following risk factors should be considered in conjunction with the other
information included in this AIF and in the documents incorporated by reference
in and forming part of this AIF.

The following risks may affect the Corporation:

Substantial Losses  and Limited Revenues Earned Since Incorporation

Since 1996, the Corporation has invested more than $200 million in internally
developed and acquired technologies. These form the basis for the business of
the Corporation today. Research and development expenses have been reduced to
less than US$5 million per year for 2004 and are expected to be increased in
relation to growth in revenues in the future. Overall expense levels have been
reduced during the past two years, while marketing and sales expenses have
increased.

The Corporation generated revenues of $9,492,063 from commercial sales of the
Novacor LVAS for the year ended December 31, 2003 ($10,106,931 for the year
ended December 31, 2002). The Corporation believes that it will be able to
generate increased revenues and achieve profitability on the basis of the
current product and regulatory approvals that have been granted to date. The
Corporation has also applied or intends to apply to the FDA in the United States
and Health Canada for certain other expanded use indications for the Novacor
LVAS. However, there can be no assurance that, with or without the regulatory
approval of new indications, the Corporation will be able to generate the level
of revenues required to achieve profitability and to fund research and
development activities in amounts in excess of its current cash reserves.

WorldHeart contemplates commencement of clinical trials for the Corporation's
next generation VAD in 2007. However, no assurance can be given that any
subsequent regulatory approvals will ever be obtained or, even if obtained, that
such approvals will lead to the successful commercialization of the
Corporation's next generation VAD.

Significant Capital Investment Required to Bring Future Products and Product
Enhancements to Market

WorldHeart's investment of capital could be significant. Developing the
Corporation's technology, future products and continued product enhancements
could require a commitment of substantial funds to conduct the costly and
time-consuming research and clinical trials necessary for such development. If
adequate funds are not available when required, the Corporation may be required
to delay, reduce the scope of or eliminate one or more of the Corporation's
research or development programs or obtain funds through arrangements with
collaborative partners or others that may require the Corporation to relinquish
rights to certain of its technologies, potential products or products that the
Corporation would otherwise seek to develop or commercialize itself. The
inability to obtain additional financing when needed would likely have a
material adverse effect on the Corporation's business, financial condition and
results of operations.

                                      -27-
<PAGE>

Regulatory Approvals May Not Be Obtained

Most countries, including the United States, Canada and countries in the
European Union, require regulatory approval prior to the commercial distribution
of medical devices. In particular, implanted medical devices generally are
subject to rigorous clinical testing as a condition of approval by the FDA and
by similar authorities in Canada, in Europe and in other countries. The approval
process is expensive and time consuming. Non-compliance with applicable
regulatory requirements can result in, among other things, fines, injunctions,
civil penalties, recall or seizure of products, total or partial suspension of
production, refusal of the government to grant marketing approval for devices,
withdrawal of marketing approvals, and criminal prosecution. The inability to
obtain the appropriate regulatory approvals for the Corporation's products in
the United States, Canada and the rest of the world could have a material
adverse effect on the Corporation's business, financial condition and results of
operations.

Novacor LVAS has already been approved in Europe for use in end-stage heart
failure patients without restriction to indication, permitting use as
"bridge-to-transplant," "alternative to transplant" and "bridge to recovery",
and in Japan for use by cardiac patients at risk of imminent death from
non-reversible left ventricular failure for which there is no alternative but a
heart transplant. On December 4, 2003, Edwards Lifesciences Ltd., the exclusive
distributor of Novacor LVAS in Japan, received notification from Japan's Central
Social Insurance Council (Chuikyo) that use of WorldHeart's Novacor LVAS will be
reimbursed when implanted in patients who are transplant-eligible, effective
April 2004. Additionally, Novacor LVAS is currently approved in the United
States and Canada as a bridge-to-transplant therapy, for recipients awaiting a
donor heart. On November 4, 2003, WorldHeart announced its intention to initiate
the Pivotal Phase of its Destination Therapy (RELIANT) Trial, with Novacor LVAS
implants in that Trial reimbursed by the CMS in the United States under Category
B. On the same date, the Corporation announced that it had amended its PMA
Supplement, which was accepted for review by the FDA on November 22, 2002. The
amendment focuses the request to expanding the potential patients eligible to
receive Novacor LVAS as bridge to transplantation. The PMA Supplement for
expanded bridge to transplantation eligibility was referred by the FDA to the
Circulatory System Devices Advisory Panel on April 27, 2004.

WorldHeart plans to complete development of its next generation VAD and commence
clinical trials in 2007. Subsequent to clinical trials, WorldHeart intends to
apply to relevant regulatory authorities to commercialize its next-generation
VAD. There can be no assurance that the FDA, Health Canada or any other
regulatory authority will act favorably or quickly in its review of the
Corporation's applications, if and when made, and significant difficulties and
costs may be encountered in the Corporation's efforts to obtain such approvals
that could delay or preclude the Corporation from selling its next generation
VAD in Canada, the United States and elsewhere. Failure to receive, or delays in
receiving, such approvals, including the need for extended clinical trials or
additional data as a prerequisite to approval, limitations on the intended use
of the Corporation's next generation VAD, the restriction, suspension or
revocation of any approvals obtained or any failure to comply with approvals
obtained could have a material adverse effect on the Corporation's business,
financial condition and results of operations.

Dependence on a Limited Number of Products

WorldHeart's future financial performance is expected to depend on the
successful sales and marketing of Novacor LVAS and the development,
introduction, customer acceptance and successful sales and marketing of the
Corporation's next generation VAD. To date, all of the Corporation's revenues
have resulted from sales of Novacor LVAS and related technologies. The

                                      -28-

<PAGE>

Corporation's next generation VAD is presently under development and not
expected to enter the clinical trial phase until 2007. There is presently no
pre-clinical data relating to the Corporation's next generation VAD, and no
applications for any clinical trials or regulatory approvals have been made.
Prior to any commercial use, the technologies relating to the Corporation's next
generation VAD currently under development will require pre-clinical and
extensive clinical testing, and regulatory approvals. New product development is
highly uncertain and unanticipated developments, clinical and regulatory delays,
adverse or unexpected side effects or inadequate therapeutic efficacy could
delay or prevent the successful commercialization of the Corporation's next
generation VAD. There can be no assurance that the Corporation will not
experience difficulties that could delay or prevent the commercialization of its
next generation VAD. Any significant delays in, or premature termination of,
clinical trials of WorldHeart's products under development could have a material
adverse effect on the Corporation's business, financial condition and results of
operations.

Uncertainty of Market Acceptance

Novacor LVAS and the Corporation's next generation VAD represent ventricular
assist technologies that must compete with other pulsatile assist products as
well as with other therapies for heart failure, such as medication, transplants,
cardiomyoplasty and non-pulsatile flow (continuous flow) pumps. Failure of the
Corporation's products to achieve significant market acceptance could have a
material adverse effect on the Corporation's business, financial condition and
results of operations.

Competition; Technological Obsolescence

In addition to competing with other less-invasive therapies for heart failure,
including drugs and pacing, the Corporation's products will compete with
ventricular assist technology being developed and sold by a number of companies.
Competition from device companies and medical device subsidiaries of healthcare
and pharmaceutical companies is intense and expected to increase.

Some of the Corporation's competitors have substantially greater financial,
technical, manufacturing, distribution and marketing resources than WorldHeart.
Third parties may succeed in developing or marketing technologies and products
which are more effective than those developed or marketed by the Corporation or
that could render the Corporation's technology and products non-competitive or
obsolete, or the Corporation may not be able to keep pace with technological
developments, all of which could have a material adverse effect on the
Corporation's business, financial condition and results of operations.

Limitations on Third-Party Reimbursement

Individual patients will seldom be able to pay directly for the costs of
implanting the Corporation's devices. Successful commercialization of the
Corporation's products will depend in large part upon the availability of
adequate reimbursement for the treatment and medical costs associated with the
products from third-party payers, including governmental and private health
insurers and managed care organizations. Consequently, the Corporation expects
that the Corporation's products will typically be purchased by healthcare
providers, clinics, hospitals and other users who will bill various third-party
payers, such as government programs and private insurance plans, for the
healthcare services provided to their patients.

                                      -29-
<PAGE>

Coverage and the level of payment provided by third-party payers in the United
States and other countries vary according to a number of factors, including the
medical procedure, third-party payer, location and cost. In the United States,
many private payers follow the recommendations of the CMS, which establishes
guidelines for the governmental coverage of procedures, services and medical
equipment.

While the CMS has increased the reimbursement rates for VADs in 2003 and
extended the coverage to include both bridge-to-transplant and destination
therapy indications, and Japan's Central Social Insurance Council (Chuikyo) has
announced that use of WorldHeart's Novacor LVAS will be reimbursed when
implanted in patients who are transplant-eligible effective April 2004, there
can be no assurance with respect to any markets in which the Corporation seeks
to distribute the Corporation's products that third-party coverage and
reimbursement will be adequate, that current levels of reimbursement will not be
decreased in the future or that future legislation, regulation or reimbursement
policies of third-party payers will not otherwise adversely affect the demand
for the Corporation's products or its ability to sell the its products on a
profitable basis, particularly if the installed cost of the Corporation's
systems and devices should be more expensive than competing products or
procedures. The unavailability of third-party payer coverage or the inadequacy
of reimbursement could have a material adverse effect on the Corporation's
business, financial condition and results of operations.

Potential Product Liability

WorldHeart's business exposes it to an inherent risk of potential product
liability claims related to the manufacturing, marketing and sale of the Novacor
LVAS and the Corporation's next generation VAD by device recipients in whom the
devices are implanted or by their families. Claims of this nature, if
successful, could result in substantial damage awards to the claimants, which
may exceed the limits of any applicable insurance coverage held by the
Corporation. A successful claim brought against the Corporation in excess of, or
outside of, its insurance coverage could have a material adverse effect on the
Corporation's business, financial condition and results of operations. Claims
against the Corporation, regardless of their merit or potential outcome, could
also have a material adverse effect on the Corporation's ability to obtain
physician endorsement of its products or to expand its business which could have
a material adverse effect on the Corporation's business, financial condition and
results of operations.

Risks Associated with Manufacturing Operations; Risks Resulting From Dependence
on Third-Party Manufacturers; Dependence on Sole Suppliers

The manufacture of the Corporation's products is a complex operation involving a
number of separate processes and components. Material costs are high and certain
of the manufacturing processes involved are labor-intensive. Achieving continued
cost reductions will depend upon the Corporation's ability to reduce material
costs and reduce the time required to complete certain manufacturing processes.
The conduct of manufacturing operations is subject to numerous risks, including
reliance on third-party manufacturers, unanticipated technological problems and
delays. WorldHeart, or any entity manufacturing products or components on the
Corporation's behalf, may not be able to comply with applicable governmental
regulations or satisfy regulatory inspections in connection with the manufacture
of the Corporation's products. Failure or delay by the Corporation or any
third-party manufacturer of its products or product components to comply with
applicable regulations or to satisfy regulatory inspections could have a
material adverse effect on the Corporation's business, financial condition and
results of operations.

                                      -30-
<PAGE>

WorldHeart is currently dependent on single-source third-party manufacturers for
several of the components used in the Novacor LVAS. The Corporation does not
have agreements with many of such single-source manufacturers and purchases
these components pursuant to purchase orders placed from time to time in the
ordinary course of business. The Corporation is substantially dependent on the
ability of these manufacturers to provide adequate inventories of these
components on a timely basis and on favourable terms. These manufacturers also
produce components for certain of the Corporation's competitors, as well as
other large customers, and there can be no assurance that such manufacturers
will have sufficient production capacity to satisfy the Corporation's inventory
or scheduling requirements during any period of sustained demand, or that
WorldHeart will not be subject to the risk of price fluctuations and periodic
delays. Although the Corporation believes that its relationship with its
manufacturers is satisfactory and that alternative sources for the components
the Corporation currently purchases from single-source suppliers are currently
available, the loss of the services of such manufacturers or substantial price
increases imposed by such manufacturers, in the absence of readily available
alternative sources of supply, would have a material adverse effect on the
Corporation. Failure or delay by such manufacturers in supplying components to
the Corporation on favourable terms could also adversely affect the
Corporation's operating margins and its ability to develop and deliver its
products on a timely and competitive basis which could have a material adverse
effect on the Corporation's business, financial condition and results of
operations.

Dependence on Key Personnel

As a result of the specialized scientific nature of the business, the
Corporation is dependent on the ability to attract and retain qualified
scientific, technical and key management personnel. WorldHeart faces intense
competition for such persons and it may not be able to attract or retain such
individuals.

Volatility of Stock Price and Stock Market

WorldHeart is in the biotechnology industry and, as such, the price of its
common shares has been, and is likely to continue to be, highly volatile. Future
announcements concerning WorldHeart or its competitors, quarterly variations in
operating results, introduction of new products, delays in the introduction of
new products or changes in product pricing policies by the Corporation or its
competitors, acquisition or loss of significant customers, partners,
distributors and suppliers, changes in earnings' estimates by analysts,
regulatory developments, or fluctuations in the economy or general market
conditions, among other factors, could cause the market price of our common
shares to fluctuate substantially. There can be no assurance that the market
price of the Corporation's common shares will not decline below its current
price or that it will not experience significant fluctuations in the future,
including fluctuations that are unrelated to the Corporation's performance.

The stock market in recent years has experienced extreme price and volume
fluctuations that have particularly affected the market prices of many smaller
companies. The trading price of the Corporation's common shares is expected to
be subject to significant fluctuations in response to variations in quarterly
operating results, announcements of innovations by the Corporation or its
competitors, general conditions in the industry in which the Corporation
operates and other factors. These fluctuations, as well as general economic and
market conditions, may have a material adverse effect on the market price of the
Corporation's common shares.

                                      -31-
<PAGE>

Risks Associated with Acquisitions

WorldHeart from time to time evaluates potential acquisitions of complementary
businesses, products and technologies. Such acquisitions could subject the
Corporation to numerous risks, including risks associated with the integration
into WorldHeart of new employees and technology. Moreover, the negotiation and
completion of such transactions involves the diversion of the Corporation's
resources. In addition, acquisitions could result in immediate and substantial
dilution to the Corporation's existing shareholders, large one-time write-offs
or the creation of goodwill or other intangible assets. The failure to
successfully evaluate, negotiate, effect and integrate an acquisition
transaction could have a material adverse effect on the Corporation's business,
financial condition and results of operations.

Exercise of Outstanding Warrants and Options and Sales of Large Numbers of
Common Shares Could Adversely Affect the Market Price of the Corporation's
Common Shares

The Corporation cannot predict what effect the exercise of outstanding warrants
and options for common shares and the sale of these common shares into the
public market will have on the market price for the Corporation's common shares.
Details of warrants and options outstanding are set out in the notes to the
Audited Financial Statements for the year ended December 31, 2003, which are
incorporated by reference into this AIF.

                                      -32-
<PAGE>
                             Additional Information

Additional information, including directors' and officers' remuneration,
principal holders of the Corporation's securities, options to purchase
securities and interests of insiders and material transactions, where
applicable, is contained in the Information Circular incorporated herein by
reference. Additional financial information is provided in the Corporation's
Audited Financial Statements and Management's Discussion and Analysis included
herein by reference. A copy of this annual information form and each such
document, including any interim financial statements released by the
Corporation, may be obtained upon request from the Secretary of the Corporation
or through the Corporation's website www.worldheart.com.

At any time while the securities of the Corporation are in the course of a
distribution, the Secretary of the Corporation will provide any person, upon
request, with a copy of: (i) this annual information form; (ii) the
Corporation's audited financial statements for the most recent completed fiscal
year together with the accompanying auditors' report; (iii) any interim
financial statements of the Corporation subsequent to the financial statements
for the most recently completed fiscal year; (iv) the management information
circular for the most recent annual meeting of shareholders involving the
election of directors; and (v) any other document incorporated by reference into
a preliminary short form prospectus or (final) short form prospectus filed in
conjunction with such distribution of securities.


                                      -33-
<PAGE>



                                                                    EXHIBIT 99.5


                             WORLD HEART CORPORATION


                  AMENDED AND RESTATED AUDIT COMMITTEE CHARTER


1.   Overall Purpose/Objectives

     The Audit Committee will assist the Board in fulfilling its oversight
     responsibilities. The Audit Committee will review the financial reporting
     and accounting process, the system of internal control and management of
     financial risks, the audit process, and the Corporation's process for
     monitoring compliance with applicable laws, regulations and policies, and
     its own corporate policies. In performing its duties, the Committee will
     maintain effective working relationships with the Board, management of the
     Corporation, the internal auditors, if any, and the external auditors.

     While the Committee has the responsibilities and powers set forth in the
     Charter, it is not the duty of the Committee to plan or conduct audits or
     to determine that the Corporation's financial statements are complete and
     accurate and in accordance with generally accepted accounting principles.
     Management of the Corporation is responsible for the preparation,
     presentation and integrity of the Corporation's financial statements.
     Management of the Corporation is responsible for maintaining appropriate
     accounting and financial reporting principles and policies, and internal
     controls and procedures that provide for compliance with accounting
     standards and applicable laws, regulations and policies. The external
     auditors are responsible for planning and carrying out a proper audit of
     the Corporation's annual financial statements and reviewing the
     Corporation's quarterly financial statements.

2.   Composition

     The Audit Committee will consist of not fewer than three directors each of
     whom will be an independent director.

     All of the members of the Committee will be "financially literate" and have
     a working familiarity with basic finance and accounting practices. At
     least, one member of the Committee shall be a "financial expert" as
     determined by the Board in its business judgement and in accordance with
     applicable laws, regulations and policies.

     Members of the Committee will be appointed by the Board and will serve at
     the pleasure of the Board. Unless the Chair is appointed by the Board, the
     members of the Committee will select its Chair.

     For purposes hereof, an "independent" director will be a director who meets
     the definition of "independence" as determined by the Board, from time to
     time, in accordance with applicable laws, regulations and policies.


<PAGE>

3.   Meetings

     The Committee will meet at least four times annually, or more frequently as
     may be necessary or appropriate in its judgement, and at such times and
     places as the Committee may determine. Minutes of all meetings of the
     Committee will be maintained and submitted to the Board. In addition, the
     Committee will report to the Board on the Committee's activities at the
     Board meeting following each Committee meeting.

     Meetings of the Committee may be called by its Chair or the Chair of the
     Board. Unless waived by a member, notice of meetings of the Committee will
     be given to each member not less than 48 hours before the time when the
     meeting is to be held. The notice need not state the purpose or purposes
     for which the meeting is being held.

     A quorum for meetings will be a majority of the members present in person
     or by telephone or other telecommunication device that permits all persons
     participating in the meeting to speak to and hear each other. At all
     meetings of the Committee every question will be decided by a majority of
     the votes cast on the question. All other procedures at meetings will be
     determined from time to time by the members.

     The Committee may ask members of management of the Corporation or others to
     attend meetings and provide pertinent information, as necessary.

     The members of the Committee will have the right, for the purposes of
     discharging the powers and responsibilities of the Committee, to inspect
     any relevant records of the Corporation and its subsidiaries. The Committee
     will also have the right, without Board approval, to hire independent
     counsel, and accounting and other advisors at the Corporation's expense, if
     deemed necessary by it to carry out its duties. The Corporation will
     provide appropriate funding, as determined by the Committee, to compensate
     the advisors employed by the Committee.

4.   Responsibilities and duties

     The Audit Committee will:

     Documents/Reports Review
     ------------------------

     (1)  Review and reassess the adequacy of this Charter annually and report
          to the Board thereon.

     (2)  Review and recommend for approval by the Board prior to any
          disclosure:

          (i)  interim unaudited financial statements;

                                      -2-
<PAGE>

          (ii) audited annual financial statements, in conjunction with the
               report of the external auditors; and

          (iii)all public disclosure documents, including press releases,
               containing audited or unaudited financial information, including
               management's discussion and analysis of financial position and
               results of operations ("MD&A"), and any prospectus or
               registration statement or similar document.

          The review, quarterly and annually, of the financial statements and
          the MD&A, by the Committee, with management of the Corporation and
          with the external auditors, will include an examination of:

               (i)  the existence and substance of significant accruals,
                    estimates, critical accounting policies and practices, and
                    accounting judgements including alternative treatments of
                    financial information within generally accepted accounting
                    principles and the ramifications of alternative treatments;

               (ii) transactions with related parties and adequacy of disclosure
                    with respect to such transactions; and

               (iii)qualifications, if any, contained in letters of
                    representation and contents of review or audit reports from
                    the Corporation's external auditors, with respect to the
                    Corporation's financial statements.

     (3)  Review of any report which accompanies published financial statements
          (to the extent such a report discusses financial condition or
          operating results) for consistency of disclosure with the financial
          statements themselves.

     (4)  Obtain an explanation from management of the Corporation for all
          significant variances between comparative reporting periods and for
          items which vary from expected or budgeted amounts as well as from
          previous reporting periods.

     (5)  Review uncertainties, commitments and contingent liabilities material
          to financial reporting.

     (6)  Review the annual information form or equivalent disclosure document
          with respect to applicable regulatory disclosure related to the
          Committee, its members and its mandate including publishing the text
          of the Charter in the annual information form or equivalent disclosure
          document and considering whether to post the Charter in an up-to-date
          format on the Corporation's website.

     External Audit
     --------------
                                      -3-
<PAGE>

     (7)  Recommend to the Board and to the shareholders the nomination of the
          external auditors and the compensation of the external auditors,
          subject to shareholder approval. The external auditors are accountable
          to the Board and the Committee, as representatives of the
          Corporation's shareholders.

     (8)  The Committee will be responsible for overseeing the work of the
          external auditors including the resolution of disagreements between
          management and the external auditors regarding financial reporting.
          The external auditors will report to the Chair of the Committee.

     (9)  Approve in advance all auditing services of the external auditors and
          related fees and terms.

     (10) Approve in advance any non-audit services mandates, if permitted by
          applicable laws, regulations and policies, of the external auditors
          including related fees and terms; the Committee may delegate to one or
          more members of the Committee the authority to pre-approve non-audit
          services to be provided by the external auditors, in accordance with
          laws, regulations and policies, provided that any such pre-approval by
          one or more members of the Committee will be reported to the full
          Committee at its next scheduled meeting.

     (11) On an annual basis, review and discuss a written report by the
          external auditors in accordance with applicable regulatory
          requirements, detailing all factors that might have an impact on the
          auditors' independence, including all services provided and fees
          charged by the external auditors.

     (12) Review the performance of the external auditors and approve any
          proposed change of the external auditors. In such a case, approve the
          information required to be disclosed by applicable laws, regulations
          and policies.

     (13) Approve the scope and plan of the annual audit, and require the
          external auditor to review the quarterly financial statements and
          related documents.

     (14) Review the audit findings and recommendations and management of the
          Corporation's response thereto.

     (15) Review annually with the external auditors the acceptability and the
          quality of implementation of generally accepted accounting principles
          focused on the accounting estimates and judgements made by management
          and management's selection of accounting principles.

     (16) Review any significant disagreement between management of the
          Corporation and the external auditors in connection with the
          preparation of the financial statements.

                                      -4-
<PAGE>

     (17) At least annually, consult with the external auditors out of the
          presence of management of the Corporation about internal controls, the
          fullness and accuracy of the financial statements and any significant
          difficulties encountered during the course of the audit including any
          restrictions on the scope of work or access to required information.

     (18) Consider and, if appropriate under the circumstances or under
          applicable law, regulation or policy, recommend the rotation of the
          lead audit partner or partner responsible for reviewing the audit
          every five years; discuss with management of the Corporation the
          timing and process for implementing the rotation of the lead audit
          partner and the reviewing partner, as required by applicable laws,
          regulations and policies.

     (19) Establish hiring practices for employees or former employees of the
          Corporation's external auditors.

     Risk Management
     ---------------

     (20) Review periodically, and inquire of management of the Corporation and
          the external auditors concerning, the financial and business risks or
          exposures of the Corporation and assess the steps management of the
          Corporation has taken to control such risks. Business risks include,
          but are not limited to, risks in the nature of treasury-related risks
          (including foreign exchange risks), information systems-related risks,
          disclosure quality and standards relating to financial reporting, and
          risks associated with employee conduct.

     Financial Reporting Processes
     -----------------------------

     (21) In consultation with the external auditors, review the integrity of
          the financial reporting processes and controls, both internal and
          external

     (22) Consider and approve, if appropriate, changes to the accounting
          principles and practices as recommended by the external auditors and
          management of the Corporation.

     Legal Compliance and Other Responsibilities
     -------------------------------------------

     (23) Ensure that management of the Corporation has the proper review system
          in place to ensure that financial statements, reports and other
          financial information disseminated to governmental organizations and
          the public satisfies legal requirements.

     (24) Review incidents of fraud, illegal acts, conflicts of interest and
          related party transactions.

     (25) Implement procedures to receive and handle complaints or concerns
          received by the Corporation regarding accounting, internal accounting

                                      -5-
<PAGE>

          controls or auditing matters, including procedures to permit the
          confidential, anonymous submission by employees of the Corporation of
          concerns regarding questionable accounting or auditing matters.

     (26) Review claims or potential claims and any other legal matters as
          reported to the Committee that could have an impact on financial
          statements.

     (27) Review the expenses of, including the use of Corporation's assets by,
          senior officers.

     (28) Review material matters relating to the audit of subsidiaries, if any.

     (29) As applicable, review the Chief Executive Officer's and Chief
          Financial Officer's disclosure and certifications under Sections 302
          and 906 of the Sarbanes-Oxley Act.

     (30) Perform any other activities consistent with this Charter, the
          Corporation's by-laws and applicable laws, regulations and policies,
          as the Committee or the Board deems necessary or appropriate.

                                      -6-
<PAGE>


                                                                    EXHIBIT 99.6

                             WORLD HEART CORPORATION
                                 CODE OF CONDUCT

                             (Adopted March 9, 2004)


World Heart Corporation as used throughout this Code of Conduct (referred to
herein as the "Code"), means WorldHeart and its subsidiaries ("WorldHeart").

1.   General
     -------

This policy statement applies to the directors, officers, which shall include
executive officers for the purposes of this Code, and salaried employees
(referred to herein as "employees") of WorldHeart. Directors, officers and
employees are responsible for reading, understanding and complying with the
Code.

The Code is not meant to be a complete listing of ethics and business conduct
covering every eventuality. Consequently, should a director, officer or employee
be confronted with a situation where further guidance is required, the matter
should be discussed with the Chief Financial Officer.

WorldHeart is committed to conducting its business affairs in compliance with
all applicable laws, statutes, rules and regulations and expects directors,
officers and employees acting on its behalf to do likewise. In addition,
business dealings among directors, officers and employees, and by directors,
officers and employees, with shareholders, customers, suppliers, community
organizations and governmental and regulatory authorities must be based on
principles of honesty, integrity and the ethical standards outlined below.

2.   Reporting Violations
     --------------------

Directors, officers and employees are expected not only to comply with various
laws, statutes, rules, regulations and the Code's ethical standards but are
expected to report situations of non-compliance with respect to this Code of
which they become aware. Any report can be made to WorldHeart's external
Canadian legal counsel, McCarthy Tetrault, Attention: Virginia Schweitzer, by
mail, 40 Elgin Street, Suite 1400, Ottawa, Ontario, Canada, K1P 5K6, by
facsimile 613-563-9386 or by phone 613-238-2000. Aside from instances of
non-compliance, directors, officers and employees may also report concerns
relating to ethics and business conduct in the same manner. If any director,
officer or employee chooses to remain anonymous, every effort will be made to
respect this request. It is corporate policy not to take any action against a
director, officer or employee who reports in good faith regardless of whether or
not the report proves to be accurate.

3.   Disciplinary Matters
     --------------------

A failure to comply with the Code may result in disciplinary actions up to and
including termination. The Board of Directors of WorldHeart shall determine, or
designate appropriate persons to determine, appropriate actions to be taken in
the event of violations of the Code. Such actions shall be reasonably designed
to deter wrongdoing and to promote accountability for adherence to the Code. In
determining what action is appropriate in a particular case, the Board of
Directors of WorldHeart or such designee shall take into account all relevant
information, including the nature and severity of the violation, whether the
violation was intentional or inadvertent, the extent of the likely damage to
WorldHeart and its shareholders resulting from the violation and whether the
individual has committed previous violations of the Code or another policy, if
any, of WorldHeart concerning ethical behaviour. The Board of Directors of
WorldHeart shall provide written notice to an individual involved in the
violation stating that the Board of Directors of WorldHeart or such designee has
determined that there has been a violation and indicating the action to be taken
by the Board of Directors of WorldHeart against the individual.


<PAGE>

4.   Integrity of Records and Compliance with Sound Accounting Practices
     -------------------------------------------------------------------

Accuracy and reliability in the preparation of all business records is of
critical importance to the decision making process and to the proper discharge
of financial, legal and reporting obligations. All business records, expense
accounts, invoices, bills, payroll and employee records and other reports are to
be prepared with care and honesty. False or misleading entries are not permitted
in the books and records of WorldHeart. All assets and liabilities of WorldHeart
are to be recorded in compliance with WorldHeart's accounting and internal
control procedures.

5.   Maintenance of Assets
     ---------------------

All directors, officers and employees have a responsibility to protect
WorldHeart's assets against loss, theft, abuse and unauthorized use or disposal.
"WorldHeart's assets" refers to all property whether tangible, intangible or
electronic in form, which includes WorldHeart's products, equipment, vehicles,
computers and software.

6.   Confidentiality
     ---------------

During the normal course of business, directors, officers and employees will
have access to business and information records of a confidential nature. In
some cases, the information may affect the value of WorldHeart shares or those
of another company. Such confidential business information is not to be
disclosed externally or used as a basis for trading in shares.

The confidential material could include information developed by other employees
or information acquired from outside sources, sometimes under obligations of
secrecy. Directors, officers and employees are expected to utilize such
information exclusively for business purposes and this information must not be
disclosed externally without the approval of the Chief Financial Officer.

In cases where information or records are obtained under an agreement with a
third party, such as software licenses or technology purchases, employees must
ensure that the provisions of such agreements are strictly adhered to so that
WorldHeart will not be deemed to be in default. Unauthorized disclosure or use
of information or records associated with these agreements could expose the
employee involved and/or WorldHeart to serious consequences.

7.   Conflict of Interest
     --------------------

Directors, officers and employees should not engage in conduct which is harmful
to WorldHeart or its reputation.

All directors, officers and employees have an obligation to be free of
conflicting interests when they represent WorldHeart in business dealings or are
making recommendations which could influence WorldHeart's subsequent actions.

WorldHeart respects the right of employees to privacy in their personal
activities and financial affairs. The prime purpose of this section of the Code
is to provide guidance to directors, officers and employees so that they can
avoid situations in their personal activities and financial affairs, which are,
or may appear to be, in conflict with their responsibility to act in the best
interests of WorldHeart.

Employees are requested to bring any potential conflict of interest situation to
the attention of the Chief Financial Officer for discussion, review and written
approval, if required. Directors and officers including senior officers are
requested to bring any potential conflict of interest situation to the attention
of the Chair of the Board of Directors for discussion, review and written
approval, if required. The Chair will provide a copy of any such approvals to
the Chief Financial Officer. This helps avoid any misunderstanding between
WorldHeart and such director, officer or employee. The Chief Financial Officer
and/or Chair of the Board

                                      -2-
<PAGE>

will brief the Board of Directors on any and all written approvals at the first
meeting of the Board of Directors following any such approval.

In general terms, a conflict of interest would exist when an obligation, or
situation arising from an employee's personal activities or financial affairs,
may adversely influence their judgment in the performance of their duty to
WorldHeart. It should be understood that the conflicting interest referred to
throughout this section may be direct or indirect. For example, the interest may
be that of the employee, a family member, a relative, or a business enterprise
in which any of these individuals has an interest, financial or otherwise.
Conflicts of interest may include:

     A.   Financial Interests:
               A conflict of interest will likely exist when a director, officer
               or employee who is able to influence business with WorldHeart,
               owns, directly or indirectly, a beneficial interest in an
               organization which is a competitor of WorldHeart, or which has
               current or prospective business as a supplier, customer, or
               contractor with WorldHeart. A conflict is not likely to exist,
               however, where the financial interest in question consists of
               shares, bonds or other securities of a company listed on a
               securities exchange and where the amount of this interest is less
               than one percent of the value of the class of security involved.

     B.   Outside Work:
               A conflict of interest will likely exist when a director, officer
               or employee, directly or indirectly, acts as a director, officer,
               employee, consultant, or agent of an organization that is a
               competitor of WorldHeart, or which has current or prospective
               business as a supplier, customer or contractor with WorldHeart.
               Similarly, a conflict of interest may exist when an employee
               undertakes to engage in an independent business venture or to
               perform work or services for another business, civic or
               charitable institution to the extent that the activity involved
               prevents such employee from devoting the time and effort to the
               conduct of WorldHeart's business, which the employee's position
               requires.

               In the event a director, officer or employee has an agreement
               with WorldHeart with respect to non-competition and/or
               non-solicitation, such agreement shall take precedence in the
               event of conflict between this Code and such agreement.

     C.   Gifts or Favours:
               A conflict of interest will arise when a director, officer or
               employee, either directly or indirectly, solicits and/or accepts
               any gift or favour from an organization which is a competitor of
               WorldHeart, or which has current or prospective business with
               WorldHeart as a customer, supplier or contractor. In such cases,
               the acceptance or prospect of gifts or favours may tend to limit
               or give the appearance of limiting the director, officer or
               employee-recipient from acting solely in the best interests of
               WorldHeart in dealings with these organizations.

               For this purpose, a "gift" or "favour" includes any gratuitous
               service, loan, discount, money or article of value. It does not
               include loans from financial institutions on customary terms;
               articles of nominal value normally used for sales promotion
               purposes; or ordinary business meals or reasonable entertainment
               consistent with local social or business customs. WorldHeart
               recognizes the right of WorldHeart, its directors, officers or
               employees to lobby on behalf of issues that affect WorldHeart and
               its business operations. WorldHeart conducts its lobbying
               activities in compliance with the laws and regulations governing
               these activities.


     D.   Trading with WorldHeart:
               A conflict of interest may exist when a director, officer or
               employee is directly or indirectly a party to a transaction with
               WorldHeart.

                                      -3-
<PAGE>

     E.   Misappropriation of Business Opportunities:
               A conflict of interest will exist when a director, officer or
               employee, without the knowledge and consent of WorldHeart,
               appropriates for their own use, or that of another person or
               organization, the benefit of any business venture, opportunity or
               potential about which the director, officer or employee may have
               learned or may have developed during the course of his
               employment.

8.   Improper Business Payments
     --------------------------

The following are deemed improper business payments and are therefore
prohibited.

     A. The offering or accepting of bribes, payoffs or kickbacks made directly
     or indirectly to obtain an advantage in a commercial transaction; and

     B. The offering of gifts, gratuities, entertainment or other similar
     payments, except to the extent customary and reasonable in amount and not
     in consideration for any improper action by the recipient.

9.   Laws, Statutes and Regulations
     ------------------------------

WorldHeart is required to maintain compliance with various laws, statutes, rules
and regulations governing activities in the jurisdictions in which WorldHeart
carries on business.

This Code does not seek to provide legal guidance for all laws, statutes, rules
and regulations that impact WorldHeart's activities. There are, however, several
items of legislation that warrant specific mention. These are listed below along
with some general guidelines for compliance.

     A.   Health and Safety Laws

     WorldHeart is committed to create and maintain healthy and safe workplaces
     for its people. Employees are expected to comply with all safety laws,
     regulations and WorldHeart directives (which may not necessarily be a law
     or regulation).

     B.   Human Rights Legislation

     Every person has the right to equal treatment with respect to employment
     and without discrimination because of race, ancestry, place of origin,
     colour, ethnic origin, citizenship, creed, sex, sexual orientation, age,
     record of offences, marital status, family status or handicap. WorldHeart
     has no tolerance for less than equal treatment of any kind.

     C.   Competition

     WorldHeart is required to make its own decisions on the basis of the best
     interests of WorldHeart and must do so independent of agreements and
     understandings with competitors. Certain statutes and regulations prohibit
     certain arrangements or agreements with others regarding product prices,
     terms of sale, division of markets, allocation of customers and any other
     practice which restrains competition.

     D.   Securities Laws

     Any director, officer or employee who possess material, non-public
     information may not buy or sell WorldHeart securities while such
     information remains non-public. These trading prohibitions apply to
     directors and employees and officers at all levels. The prohibition on such
     trading is based on such information potentially providing an unfair
     advantage to such director, officer or employee. You should consider
     information to be material if there is a reasonable prospect that an

                                      -4-
<PAGE>

     investor would consider the information to be important in arriving at a
     decision to buy, sell or hold WorldHeart securities. Where you have any
     doubts, contact the Chief Financial Officer.

10.  Amendment, Modification, Waiver and Termination of the Provisions of the
     Code
     ------------------------------------------------------------------------

WorldHeart reserves the right to amend, modify, waive or terminate these rules
and policies at any time for any reason.

WorldHeart will report any changes to this Code to the extent required by
applicable regulatory authorities.

Any waiver of any provision of this Code made to any employee, officer or
director, will be disclosed in accordance with the regulations set forth by
applicable regulatory authorities.

11.  Public Company Reporting and Other Public Communication
     -------------------------------------------------------

As a public company, it is of critical importance that WorldHeart's filings and
submissions to securities regulatory authorities and stock exchanges are timely
and accurate. Depending on his or her position with WorldHeart, a director,
officer or employee may be called upon to provide necessary information to
assure that WorldHeart's public reports and documents filed with the securities
regulatory authorities and stock exchanges and other public communications by
WorldHeart are full, fair, accurate, timely and understandable. WorldHeart
expects its director, officers and employees to provide prompt, accurate answers
to inquiries related to WorldHeart's public disclosure requirements.

All directors, officers and employees must, and must cause WorldHeart to comply
with the system of disclosure controls and procedures devised, implemented and
maintained by WorldHeart to provide reasonable assurances that information
required to be disclosed by WorldHeart in reports that it files or submits under
the rules and regulations of the securities regulatory authorities or stock
exchanges is properly authorized, executed, recorded, processed and reported.

Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by
WorldHeart in the reports filed with the securities regulatory authorities or
stock exchanges is accumulated and communicated to WorldHeart's management, as
appropriate, to allow timely decisions regarding required disclosure.

12.  Administration of the Code
     --------------------------

     A.   Responsibility for the periodic review and revision of this Code lies
          with the Corporate Governance and Nominating Committee.

     B.   Questions concerning the Code should be referred to Chief Financial
          Officer at 613-226-4278.

     C.   Any reports of non-compliance with the Code can be made to
          WorldHeart's external Canadian legal counsel, McCarthy Tetrault,
          Attention: Virginia Schweitzer, by mail, 40 Elgin Street, Suite 1400,
          Ottawa, Ontario, K1P 5K6, by facsimile 613-563-9386 or by phone
          613-238-2000.

                                      -5-
<PAGE>



                               [WORLDHEART Logo]
                              Technology for Life

I have read the attached Code of Conduct (Adopted March 9, 2004) of World Heart
Corporation, and understand it and agree to it.


Dated at _______________________________________this_____day of
__________________, 200__.
                  (city, town, province/state)

Witness:                                    Director/Officer/Employee:


----------------------------                ------------------------------------
        Signature                                            Signature

                                            ------------------------------------
                                                             Name (please print)



<PAGE>


                                                                    EXHIBIT 99.7


AUDITORS' CONSENT

We hereby consent to the incorporation by reference of our Auditors' Report to
the Shareholders and our Comments by Auditors for U.S. Readers on Canada-U.S.
Reporting Differences dated February 26, 2004 relating to the consolidated
financial statements and appearing in the Annual Report on Form 40-F of World
Heart Corporation for the year ended December 31, 2003.


/s/ PricewaterhouseCoopers LLP



<PAGE>



                                                                    EXHIBIT 99.8


                                  CERTIFICATION

I, Roderick Bryden, President and Chief Executive Officer of World Heart
Corporation, certify that:

1.   I have reviewed this annual report on Form 40-F of World Heart Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the issuer as of, and for, the periods presented in this report;

4.   The issuer's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)), and have:

     (1)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          issuer, including its consolidated subsidiaries, is made known to us
          by others within those entities, particularly during the period in
          which this report is being prepared;

     (2)  Evaluated the effectiveness of the issuer's disclosure controls and
          procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (3)  Disclosed in this report any change in the issuer's internal control
          over financial reporting that occurred during the period covered by
          the annual report that has materially affected, or is reasonably
          likely to materially affect, the issuer's internal control over
          financial reporting; and

5.   The issuer's other certifying officer and I have disclosed, based on our
     most recent evaluation of internal control over financial reporting, to the
     issuer's auditors and the audit committee of the issuer's board of
     directors (or persons performing the equivalent functions):

     (1)  All significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the issuer's ability to record,
          process, summarize and report financial information; and

<PAGE>

     (2)  Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the issuer's internal control
          over financial reporting.


Date: May 17, 2004


                                       /s/ Roderick M. Bryden
                                       ----------------------
                                       Roderick M. Bryden
                                       President and Chief Executive Officer
                                       (principal executive officer)


<PAGE>


                                  CERTIFICATION


I, D. Mark Goudie, Vice President, Finance and Chief Financial Officer of World
Heart Corporation, certify that:

1.   I have reviewed this annual report on Form 40-F of World Heart Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the issuer as of, and for, the periods presented in this report;

4.   The issuer's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)), and have:

Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the issuer, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

Evaluated the effectiveness of the issuer's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and

Disclosed in this report any change in the issuer's internal control over
financial reporting that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to materially affect, the
issuer's internal control over financial reporting; and

5.   The issuer's other certifying officer and I have disclosed, based on our
     most recent evaluation of internal control over financial reporting, to the
     issuer's auditors and the audit committee of the issuer's board of
     directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the issuer's ability to record, process, summarize and report
financial information; and

Any fraud, whether or not material, that involves management or other employees
who have a significant role in the issuer's internal control over financial
reporting.


<PAGE>

Date: May 17, 2004


                               /s/ D. Mark Goudie
                               ------------------
                               D. Mark Goudie
                               Vice President, Finance and Chief Financial
                               Officer
                               (principal financial officer)



<PAGE>
                                                                    EXHIBIT 99.9


                                  CERTIFICATION

                                   pursuant to
                             18 U.S.C. Section 1350
                             as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 40-F of World Heart Corporation
(the "Corporation") for the year ended December 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), each of
the undersigned officers of the Corporation certifies pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to his respective knowledge:

     (1)  the Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended; and

     (2)  the information contained in the Report fairly represents, in all
          material respects, the financial condition and results of operations
          of the Corporation.



Date:  May 17, 2004

                                         /s/ Roderick M. Bryden
                                        --------------------------------
                                        Roderick M. Bryden
                                        President and Chief Executive Officer


Date:  May 17, 2004

                                        /s/ D. Mark Goudie
                                        --------------------------------
                                        D. Mark Goudie
                                        Vice President, Finance and Chief
                                        Financial Officer






A signed copy of this written statement required by Section 906 has been
provided to the Corporation and will be retained by the Corporation and
furnished to the Securities and Exchange Commission or its staff upon request.