##### 



Form 51-102F4 BUSINESS ACQUISITION REPORT  ITEM 1
    IDENTITY OF COMPANY1.1
    Name and Address of CompanyGoldcorp Inc. (Goldcorp) and Goldcorp Acquisition ULC (Goldcorp ULC)
Suite 1560, 200 Burrard Street
Vancouver, B.C.
V6C 3L61.2
    Executive Officer The following executive officer of Goldcorp is knowledgeable about the significant acquisition
and this report:  Peter Barnes
Executive Vice President and Chief Financial Officer
(604) 696-3000ITEM 2
    DETAILS OF ACQUISITION2.1
    Nature of Business Acquired On December 23, 2004, Wheaton River Minerals Ltd. (Wheaton) announced that it had signed a
definitive agreement with Goldcorp for the combination of Wheaton and Goldcorp. The combination
would be effected through a share exchange take-over bid where Goldcorp would offer one common
share of Goldcorp for every four common shares of Wheaton (the Goldcorp Offer). Wheaton is engaged in the acquisition, exploration, development and operation of precious
metal properties. The principal products and sources of cash flow for Wheaton are gold, silver and
copper. Wheatons primary operating properties consist of a 37.5% interest in the Bajo de la
Alumbrera gold-copper mine in Argentina, a 100% interest in the San Dimas, San Martin and Nukay
gold-silver mines in Mexico, and a 100% interest in the Peak gold mine in Australia. Wheaton also
has 100% interests in the Los Filos and Bermejal gold development stage projects in Mexico and the
Amapari gold project in Brazil, which is under construction. In addition, Wheaton owns
approximately 65% of Silver Wheaton Corp. 2.2     Date of Acquisition The effective date of the acquisition is February 14, 2005 (with earnings of Wheaton to be
included in the financial statements of Goldcorp as of February 15, 2005). On February 14, 2005,
Goldcorp and Goldcorp ULC took up 403,165,952 Wheaton common shares deposited pursuant to the
Goldcorp Offer representing approximately 70% of Wheatons outstanding common shares and paid for
such shares on February 17, 2005. The Goldcorp Offer




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##### 



-2- was extended to February 28, 2005. Between February 17, 2005 and March 10, 2005, Goldcorp and
Goldcorp ULC paid for an additional 67,213,178 Wheaton common shares, which brought the aggregate
holdings of Goldcorp and Goldcorp ULC to 470,379,130 Wheaton common shares, representing
approximately 82% of Wheatons outstanding common shares. 2.3     Consideration The consideration paid by Goldcorp to acquire all outstanding Wheaton common shares was 0.25
of a Goldcorp common share for each Wheaton common share. Goldcorp issued a total of 117,594,923
common shares in exchange for the 470,379,130 Wheaton common shares acquired under the Goldcorp
Offer. Pursuant to an arrangement agreement dated March 14, 2005 between Goldcorp, Goldcorp ULC
and Wheaton (the Arrangement Agreement), Goldcorp has agreed to acquire all of the remaining
Wheaton common shares pursuant to a plan of arrangement (the Arrangement) which is expected to be
effective on or about April 15, 2005. The total number of common shares of Goldcorp issued under
the Goldcorp Offer and under the Arrangement as consideration for the acquisition of all of the
outstanding common shares of Wheaton is expected to be approximately 143.1 million common shares of
Goldcorp. For a detailed description of the terms of the acquisition, see the acquisition agreement
dated December 23, 2004 between Goldcorp and Wheaton (the Acquisition Agreement) and the
Arrangement Agreement, copies of which can be obtained on www.sedar.com. 2.4     Effect on Financial Position Other than as described below, Goldcorp does not have any current plans for material changes
in Goldcorps business affairs or the affairs of Wheaton which may have a significant effect on
Goldcorps results of operations and financial position. Plan of Arrangement Pursuant to the Acquisition Agreement, Goldcorp and Wheaton agreed that following the
acquisition of a minimum of 662⁄3% of Wheatons outstanding common shares by Goldcorp and Goldcorp
ULC pursuant to the Goldcorp Offer, they would take all necessary steps to proceed with a
subsequent acquisition transaction whereby Goldcorp would acquire all outstanding Wheaton common
shares not tendered to the Goldcorp Offer. The purpose of the Arrangement is to allow Goldcorp to
acquire all Wheaton common shares not tendered to the Goldcorp Offer for consideration per such
common share that is the same as that offered under the Goldcorp Offer (0.25 of a Goldcorp common
share for each Wheaton common share). Prior to the effective date of the Arrangement, Goldcorp ULC will be wound up into Goldcorp,
effectively transferring all Wheaton common shares acquired by Goldcorp ULC to Goldcorp. Under the
Arrangement, if approved by the Wheaton shareholders and the Superior Court of Justice (Ontario),
Wheaton and Goldcorp Acquisition (Wheaton) Limited (Goldcorp Subco), a wholly-owned subsidiary of
Goldcorp existing under the laws of the Province of Ontario, will be amalgamated and upon such
amalgamation, among other things, all outstanding Wheaton common shares (except those held by
Goldcorp or any dissenting shareholders under the Arrangement) will be exchanged for Goldcorp
common shares on the basis of 0.25 of a




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##### 



-3- Goldcorp common share for each Wheaton common share (the same consideration as under the Goldcorp
Offer). As soon as practicable after the effective date of the Arrangement, Goldcorp Subco will be
wound up into Goldcorp, effectively transferring all Wheatons assets and liabilities to Goldcorp. Changes in Board and Management On February 24, 2005, the Goldcorp Board of Directors appointed Ian W. Telfer to replace
Robert McEwen as Chief Executive Officer of Goldcorp and Mr. Telfer was also appointed to the
Goldcorp Board of Directors. Mr. Telfer was also subsequently appointed as President of Goldcorp
on March 17, 2005. Mr. McEwen will continue to be the Chair of the Goldcorp Board of Directors. Also on February 24, 2005, the size of the Goldcorp Board of Directors was increased to 10
members with five Goldcorp directors being selected by Mr. Telfer and five Wheaton directors being
selected by Mr. McEwen. The Goldcorp Board is now comprised of:  Robert McEwen (Chair)
Ian W. Telfer
David Beatty
John Bell
Lawrence Bell
Douglas Holtby
Brian Jones
Antonio Madero
Dr. Donald Quick
Michael Stein On March 17, 2005, additional executives were added to the management of Goldcorp such that
its current management team consists of the following individuals: Name
    
    TitleIan W. Telfer
    
    Director, President and Chief Executive OfficerPeter Barnes
    
    Executive Vice President and Chief Financial OfficerRussell Barwick
    
    Executive Vice President and Chief Operating OfficerEduardo Luna
    
    Executive Vice PresidentJohn Begeman
    
    Vice President, Western OperationsBrad Boland
    
    Vice President, FinanceGilles Filion
    
    Vice President, Exploration




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##### 



-4-

Name
    
    TitleMichael Hoffman
    
    Vice President, ProjectsR. Gregory Laing
    
    Vice President, LegalPaul Stein
    
    Corporate SecretaryRohan Hazelton
    
    Corporate Controller
 Impact of Business Combination As a result of the business combination between Goldcorp and Wheaton (the Business
Combination), Goldcorp will have approximately $500 million of cash and gold bullion and will be
debt free. Goldcorps market capitalization is anticipated to be approximately $5 billion. As a
result, Goldcorps trading liquidity is expected to be enhanced by an increase in trading volumes
of Goldcorps securities. The Business Combination is also expected to increase annual gold
production to 1.2 million ounces of gold in 2005. Discontinuation of Gold Bullion Stockpiling On March 22, 2005, Goldcorp announced that it was discontinuing its previous practice of
stockpiling one-third of its gold production from the Red Lake Mine. As of March 31, 2005,
Goldcorp had accumulated approximately 260,000 ounces of gold which had a market value of over $110
million. It is expected that substantially all of these ounces will be sold during the second
quarter of 2005. 2.5     Prior Valuations None. 2.6     Parties to Transaction Not applicable. 2.7     Date of Report April 5, 2005. ITEM 3     FINANCIAL STATEMENTS See the financial statements contained in Schedule A annexed hereto, which forms part of this
report. CAUTION CONCERNING FORWARD-LOOKING STATEMENTS This report contains statements that are forward-looking and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those anticipated.




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##### 



SCHEDULE A PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF GOLDCORP. To the Directors of
Goldcorp Inc. We have read the accompanying unaudited pro forma consolidated balance sheet of Goldcorp Inc. (the
Company) as at December 31, 2004 and unaudited pro forma consolidated statement of operations for
the year ended December 31, 2004 and have performed the following procedures.  1.
    Compared the figures in the columns captioned Goldcorp Inc. to the audited
consolidated financial statements of Goldcorp Inc. for the year ended December 31, 2004,
and found them to be in agreement.2.
    Compared the figures in the columns captioned Wheaton River Minerals Ltd. to the
audited consolidated financial statements of Wheaton River Minerals Ltd. for the year
ended December 31, 2004, and found them to be in agreement, or recalculated those figures
based on information in such audited consolidated financial statements, and found the
amounts to be arithmetically correct.3.
    Made enquiries of certain officials of Goldcorp Inc. who have responsibility for
financial and accounting matters about:  a)
    the basis for determination of the pro forma adjustments; andb)
    whether the pro forma consolidated financial statements comply as to form in
all material respects with the securities acts of the provinces and territories of
Canada (the Acts) and the related regulations.  The officials:  a)
    described to us the basis for determination of
the pro forma adjustments; andb)
    stated that the pro forma consolidated financial
statements comply as to form in all material respects with the
securities acts of the provinces and territories of the Acts and the
related regulations.  4.
    Read the notes to the pro forma consolidated financial statements, and found them to
be consistent with the basis described to us for determination of the pro forma
adjustments.5.
    Recalculated the application of pro forma adjustments to the aggregate of the amounts
in the columns captioned Goldcorp Inc. and Wheaton River Minerals Ltd. as at December
31, 2004 and for the year then ended, and found the amounts in the column captioned Pro
Forma Consolidated to be arithmetically correct. These pro forma consolidated financial statements are based on managements assumptions and
adjustments, which are inherently subjective. The foregoing procedures are substantially less than
either an audit or a review, the objective of which is the expression of assurance with respect to
managements assumptions, the pro forma adjustments, and the application of the adjustments to the
historical financial information. Accordingly, we express no such assurance. The foregoing
procedures would not necessarily reveal matters of significance to the pro forma consolidated
financial statements, and we therefore make no representation about the sufficiency of the
procedures for the purpose of a reader of such statements. COMMENTS FOR UNITED STATES READERS ON DIFFERENCES BETWEEN
CANADIAN AND UNITED STATES REPORTING STANDARDS The above report, provided solely pursuant to Canadian requirements, is expressed in accordance
with standards of reporting generally accepted in Canada. To report in conformity with United
States standards on the reasonableness of the pro forma adjustments and their application to the
pro forma financial statements requires an examination or review substantially greater in scope
than the review we have conducted. Consequently, we are unable to express any opinion in
accordance with standards of reporting generally accepted in the United States with respect to the
compilation of the accompanying unaudited pro forma financial information.  (signed) Deloitte & Touche LLP Chartered Accountants
Vancouver, Canada
April 5, 2005




---



##### 



GOLDCORP INC.
Pro Forma Consolidated Balance Sheet As at December 31, 2004
(Unaudited)
(Expressed in thousands of United States Dollars)
  Wheaton River
    
    
    Pro Forma
    
    
    
    
    
    
    Pro FormaGoldcorp Inc.
    
    
    Minerals Ltd.
    
    
    Adjustments
    
    
    Note 4
    
    
    ConsolidatedASSETSCURRENTCash and short-term investments
    
    $
    333,375
    
    
    $
    161,131
    
    
    
    (95,000
    )
    
    
    (f
    )
    
    $
    399,506Gold bullion inventory
    
    
    33,895
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,895Accounts receivable
    
    
    7,197
    
    
    
    46,994
    
    
    
    
    
    
    
    
    
    
    
    54,191Marketable securities
    
    
    22,873
    
    
    
    3,200
    
    
    
    2,861
    
    
    
    (b
    )
    
    
    28,934Inventories
    
    
    15,329
    
    
    
    31,554
    
    
    
    
    
    
    
    
    
    
    
    46,883Prepaid expenses and other
    
    
    1,735
    
    
    
    8,940
    
    
    
    
    
    
    
    
    
    
    
    10,675Income and mining taxes receivable
    
    
    12,269
    
    
    
    2,774
    
    
    
    
    
    
    
    
    
    
    
    15,043426,673
    
    
    
    254,593
    
    
    
    (92,139
    )
    
    
    
    
    
    
    589,127Mining interests
    
    
    264,949
    
    
    
    754,836
    
    
    
    189,000
    
    
    
    (b
    )
    
    
    1,208,785Deposits for reclamation costs
    
    
    4,924
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,924Goodwill
    
    
    
    
    
    
    
    
    
    
    1,238,971
    
    
    
    (b
    )
    
    
    1,238,971Deferred charges
    
    
    2,624
    
    
    
    
    
    
    
    (2,624
    )
    
    
    (b
    )
    
    
    Other assets
    
    
    2,348
    
    
    
    18,661
    
    
    
    (12,990
    )
    
    
    (b
    )
    
    
    8,019Silver purchase contract
    
    
    
    
    
    
    77,708
    
    
    
    
    
    
    
    
    
    
    
    77,708Future income taxes
    
    
    
    
    
    
    9,667
    
    
    
    
    
    
    
    
    
    
    
    9,667Stockpiled ore
    
    
    
    
    
    
    58,820
    
    
    
    
    
    
    
    
    
    
    
    58,820$
    701,518
    
    
    $
    1,174,285
    
    
    
    1,320,218
    
    
    
    
    
    
    $
    3,196,021LIABILITIESCURRENTAccounts payable and accrued liabilities
    
    $
    25,507
    
    
    $
    41,323
    
    
    
    19,376
    
    
    
    (b
    )
    
    $
    86,206Income and mining taxes payable
    
    
    
    
    
    
    45,786
    
    
    
    
    
    
    
    
    
    
    
    45,786Future income taxes
    
    
    1,149
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,149Other
    
    
    
    
    
    
    2,001
    
    
    
    1,567
    
    
    
    (b
    )
    
    
    3,56826,656 89,110 20,943 136,709Reclamation and closure cost obligations
    
    
    26,403
    
    
    
    19,229
    
    
    
    
    
    
    
    
    
    
    
    45,632Future income taxes
    
    
    70,610
    
    
    
    118,918
    
    
    
    53,300
    
    
    
    (b
    )
    
    
    242,828Deferred revenue
    
    
    
    
    
    
    75,894
    
    
    
    (75,894
    )
    
    
    (b
    )
    
    
    Future employee benefits and other
    
    
    
    
    
    
    22,450
    
    
    
    1,032
    
    
    
    (b
    )
    
    
    23,482Non-controlling interests
    
    
    
    
    
    
    54,521
    
    
    
    
    
    
    
    
    
    
    
    54,521123,669
    
    
    
    380,122
    
    
    
    (619
    )
    
    
    
    
    
    
    503,172SHAREHOLDERS EQUITYCapital stock
    
    
    379,356
    
    
    
    586,345
    
    
    
    1,291,655
    
    
    
    (b
    )
    
    
    2,257,356Cumulative translation adjustment
    
    
    107,741
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    107,741Contributed surplus
    
    
    
    
    
    
    704
    
    
    
    (704
    )
    
    
    (b
    )
    
    
    Share purchase warrants and options
    
    
    7,347
    
    
    
    32,290
    
    
    
    (32,290
    )
    
    
    (b
    )
    
    
    339,347332,000
    
    
    
    (b
    )Retained earnings
    
    
    83,405
    
    
    
    174,824
    
    
    
    (174,824
    )
    
    
    (b
    )
    
    
    (11,595
    )(95,000
    )
    
    
    (f
    )577,849
    
    
    
    794,163
    
    
    
    1,320,837
    
    
    
    
    
    
    
    2,692,849$
    701,518
    
    
    $
    1,174,285
    
    
    
    1,320,218
    
    
    
    
    
    
    $
    3,196,021
  See accompanying Notes to
the Pro Forma Consolidated Financial Statements.




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##### 



GOLDCORP INC.
Pro Forma Consolidated Statement of Operations Year ended
December 31, 2004
(Unaudited)
(Expressed in thousands of United States Dollars, except share and per share amounts)
  Wheaton River
    
    
    Pro Forma
    
    
    
    
    
    
    Pro FormaGoldcorp Inc.
    
    
    Minerals Ltd.
    
    
    Adjustments
    
    
    Note 4
    
    
    ConsolidatedREVENUE
    
    $
    191,016
    
    
    $
    419,182
    
    
    $
    
    
    
    
    
    
    
    $
    610,198EXPENSESOperating
    
    
    69,368
    
    
    
    158,530
    
    
    
    
    
    
    
    
    
    
    
    227,898Corporate administration
    
    
    14,010
    
    
    
    22,061
    
    
    
    
    
    
    
    
    
    
    
    36,071Depreciation and depletion
    
    
    20,058
    
    
    
    51,726
    
    
    
    32,100
    
    
    
    (c
    )
    
    
    109,6845,800
    
    
    
    (e
    )Exploration
    
    
    6,701
    
    
    
    3,494
    
    
    
    
    
    
    
    
    
    
    
    10,195110,137
    
    
    
    235,811
    
    
    
    37,900
    
    
    
    
    
    
    
    383,848Earnings from operations
    
    
    80,879
    
    
    
    183,371
    
    
    
    (37,900
    )
    
    
    
    
    
    
    226,350OTHER INCOME (EXPENSES)Interest and other
    
    
    9,354
    
    
    
    (2,905
    )
    
    
    
    
    
    
    
    
    
    
    6,449Gain on foreign currency
    
    
    211
    
    
    
    2,449
    
    
    
    
    
    
    
    
    
    
    
    2,660Gain on sale of marketable securities
    
    
    1,391
    
    
    
    1,991
    
    
    
    
    
    
    
    
    
    
    
    3,382Provision for decline in
value of marketable securities
    
    
    (10,397
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,397
    )Corporate transaction costs
    
    
    
    
    
    
    (6,934
    )
    
    
    
    
    
    
    
    
    
    
    (6,934
    )559
    
    
    
    (5,399
    )
    
    
    
    
    
    
    
    
    
    
    (4,840
    )Earnings before taxes and
non-controlling interests
    
    
    81,438
    
    
    
    177,972
    
    
    
    (37,900
    )
    
    
    
    
    
    
    221,510Income and mining taxes
    
    
    (30,091
    )
    
    
    (35,144
    )
    
    
    11,370
    
    
    
    (d
    )
    
    
    (53,865
    )Earnings before non-controlling
interests
    
    
    51,347
    
    
    
    142,828
    
    
    
    (26,530
    )
    
    
    
    
    
    
    167,645Non-controlling interest
    
    
    
    
    
    
    (707
    )
    
    
    (4,700
    )
    
    
    (a
    )
    
    
    (5,407
    )Net earnings for the period
    
    $
    51,347
    
    
    $
    142,121
    
    
    $
    (31,230
    )
    
    
    
    
    
    $
    162,238Earnings
per share (note 5)Basic
    
    $
    0.27
    
    
    $
    0.25
    
    
    
    
    
    
    
    
    
    
    $
    0.49Diluted
    
    $
    0.27
    
    
    $
    0.22
    
    
    
    
    
    
    
    
    
    
    $
    0.45Weighted-average
number of
shares outstanding (000s)Basic
    
    
    189,723
    
    
    
    568,442
    
    
    
    
    
    
    
    
    
    
    
    332,785Diluted
    
    
    193,685
    
    
    
    651,216
    
    
    
    
    
    
    
    
    
    
    
    360,559
  See accompanying Notes to
the Pro Forma Consolidated Financial Statements.




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##### 



GOLDCORP INC.
NOTES TOPRO FORMACONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands of United States dollars, except earnings per share amounts)
Year ended December 31, 2004 1.     Basis of presentation: The unaudited pro formaconsolidated balance sheet of Goldcorp Inc. (the Company or
Goldcorp) as at December 31, 2004 and unaudited pro formaconsolidated statement of earnings
for the year ended December 31, 2004 have been prepared by management after giving effect to the
business combination between Goldcorp and Wheaton River Minerals Ltd. (Wheaton River). These
pro formaconsolidated financial statements also give effect to Wheaton Rivers restructuring of
certain of its silver assets which resulted in the formation of Silver Wheaton Corp (Silver
Wheaton). These pro formaconsolidated financial statements have been compiled from, and include:  (a)
    A pro formaconsolidated balance sheet combining the audited consolidated balance sheet of
Goldcorp as at December 31, 2004 and the audited consolidated balance sheet of Wheaton River
as at December 31, 2004.(b)
    A pro formaconsolidated statement of earnings combining the audited consolidated statement
of operations of Goldcorp for the year ended December 31, 2004 with the audited consolidated
statement of operations of Wheaton River for year ended December 31, 2004. The pro formaconsolidated balance sheet as at December 31, 2004 has been prepared as if the
combination with Wheaton River described in Note 3 had occurred on December 31, 2004. The pro forma
consolidated statement of operations for the year ended December 31, 2004 has been prepared as if
the transactions described in Note 3 had occurred on January 1, 2004. It is managements opinion
that these pro formaconsolidated financial statements present in all material respects, the
transactions described in Note 3 in accordance with Canadian generally accepted accounting
principles. In certain respects, GAAP as applied in the United States differs from that applied in
Canada (Note 6). The accounting policies used in the preparation of these statements are consistent
with Goldcorps accounting policies for the year ended December 31, 2004 except as discussed in
Note 2. The pro formaconsolidated financial statements are not intended to reflect the results of
operations or the financial position of Goldcorp which would have actually resulted had the
transaction been effected on the dates indicated. Further, the pro formafinancial information is
not necessarily indicative of the results of operations that may be obtained in the future. Certain elements of the Goldcorp and Wheaton consolidated financial statements have been
reclassified to provide a consistent classification format. The unaudited pro formaconsolidated financial statements should be read in conjunction with the
historical financial statements and notes thereto of Goldcorp and Wheaton River. 2.     Significant accounting policies: The unaudited pro formaconsolidated financial statements have been compiled using the significant
accounting policies as set out in the audited financial statements of Goldcorp for the year ended
December 31, 2004 which are incorporated by reference in this Short Form Base Shelf Prospectus. The
significant accounting policies of Wheaton River conform in all material respects to those of
Goldcorp, other than to conform Wheaton Rivers depletion to that used by Goldcorp which is based
on proven and probable reserves. 3.     Business acquisition: On December 6, 2004, Goldcorp and Wheaton River issued a joint press release announcing a proposed
transaction which provided for Goldcorp to make a take-over bid for Wheaton River on the basis of
one Goldcorp share for every four Wheaton shares. On December 29, 2004, Goldcorp mailed the
Goldcorp Take-over Bid Circular to the Wheaton shareholders. On February 8, 2005, Goldcorp announced a special $0.50 per share cash dividend would be payable to
existing Goldcorp shareholders should shareholders approve by majority Goldcorps take-over bid for
Wheaton River and Wheaton River shareholders tender the minimum two-thirds bid requirement. The
payment of a special dividend resulted in an adjustment to the exchange ratio of Goldcorps
outstanding warrants  an increase in entitlement from 2.0 to 2.08 Goldcorp shares per warrant. On February 10, 2005, at the special meeting of shareholders, approximately 65% of Goldcorp
shareholders who voted were in favour of approval of the issuance of additional Goldcorp common
shares to effect the acquisition of Wheaton River. As of February 14, 2005, approximately 70% of
the outstanding Wheaton River common shares (403,165,952 shares) were tendered to Goldcorps offer.
This satisfied the minimum two-thirds bid requirement under the terms of the offer to acquire
Wheaton. On the same day, Goldcorp extended the offer expiry date to February 28, 2005 to give
remaining Wheaton River shareholders more time to tender their shares. With conditions met, the
special $0.50 per share dividend, totaling approximately $95 million, payable to Goldcorp
shareholders of record on February 16, 2005, was paid on February 28, 2005. As of March 10, 2005, Goldcorp held approximately 82% of the outstanding Wheaton River common
shares. Goldcorp and a subsidiary propose to enter into a series of transactions with Wheaton
River that will result in Goldcorp owning 100% of Wheaton River common shares. Further, the series
of transactions will result in each Wheaton River warrant or stock option, which gives the holder
the right to acquire common shares of Wheaton River, being exchanged for a warrant or stock option
of Goldcorp which will give the holder the right to acquire common shares of Goldcorp on the same
basis as the exchange of Wheaton River common shares




---



##### 



for Goldcorp common shares. The Wheaton River options and warrants have been included as part of
the purchase price consideration. As a result of the transactions the combined company will be
held 57.1% by existing Goldcorp shareholders and 42.9% by existing Wheaton River shareholders on
the assumption that there will be no dissenting Wheaton River shareholders. This business combination will be accounted for as a purchase transaction, with Goldcorp being
identified as the acquirer and Wheaton River as the acquiree. The preliminary allocation of the purchase price summarized in the table below is subject to
change: Purchase price:143,062,000 common shares of Goldcorp
    
    $
    1,878,000Stock options and warrants of Goldcorp exchanged for those of Wheaton River
    
    
    332,000Acquisition costs
    
    
    22,000$
    2,232,000Net assets acquired:Cash and short-term investments
    
    $
    161,131Non-cash working capital
    
    
    5,646Other long-term assets
    
    
    5,671Stockpiled ore, non-current
    
    
    58,820Silver purchase contract
    
    
    77,708Mining interests
    
    
    943,836Reclamation, closure costs and obligations
    
    
    (19,229
    )Non-controlling interests
    
    
    (54,521
    )Employee future benefits and other
    
    
    (23,482
    )Future income taxes, net
    
    
    (162,551
    )Net identifiable assets
    
    
    993,029Residual purchase price allocated to goodwill
    
    
    1,238,971$
    2,232,000
 The fair value of the Goldcorp shares issued is based on the deemed issuance of 143,062,000
Goldcorp common shares at $13.13 being the average share price of Goldcorp two days before, the day
of, and two days after February 8, 2005, the day when the special $0.50 dividend was announced in
connection with the offer to acquire Wheaton, adjusted for the special $0.50 dividend. In the preparation of these pro forma consolidated financial statements, the purchase consideration
has been allocated on a preliminary basis to the fair value of assets acquired and liabilities
assumed based on managements best estimates and taking into account all available information at
the time these statements were prepared. Goldcorp is continuing to review information relating to
each of the Wheaton operating and non-operating assets and intends to obtain up-to-date information
with respect to these assets prior to finalizing the allocation of the purchase price. This
process will be performed in accordance with the recent accounting pronouncement relating to
Mining Assets  Impairment and Business Combination (Emerging Issue Committee Abstract 152). The
adjustments that Goldcorp will ultimately make in finalizing the allocation of the purchase price
of Wheaton River to the fair value of the net assets acquired will also depend on changes in
Wheaton Rivers operating results between the date of these pro formaconsolidated financial
statements and the effective date of the Acquisition. Although the results of this review are
unknown it is anticipated that it may result in the reduction of the amount assigned to goodwill
and increase the value attributable to tangible assets and that the variation may be material.
Goldcorp expects to have substantially completed this process prior to the release of the Companys
first quarter financial statements. 4.     Pro forma assumptions and adjustments: The pro formaconsolidated financial statements include the following pro formaassumptions and
adjustments:  (a)
    To record the effect of the Silver Wheaton transaction whereby Silver Wheaton agreed to
purchase 100% of the silver produced by Wheaton Rivers Luismin mining operations for an
upfront payment of $36.7 million (Cdn. $46 million) in cash and 540 million Silver Wheaton
common shares (pre-consolidation) plus a payment of $3.90 per ounce of delivered refined
silver, subject to adjustment. As a result of the Silver Wheaton transaction with Luismin and
a subsequent financing by Silver Wheaton, Wheaton Rivers interest in Silver Wheaton as at
December 31, 2004 is approximately 65%. The pro formaadjustment is required to account for
the non-controlling interests share in Silver Wheaton pro formaearnings for the year.(b)
    The assumption that the completion of the agreement for the combination of Goldcorp and
Wheaton River will occur and to record the combination of Goldcorp and Wheaton River and all
the purchase accounting adjustments related thereto.(c)
    To record adjustments to depletion expense resulting from adjustments to asset carrying
values in the purchase allocations of $32.1 million for the year ended December 31, 2004
relating to Wheaton River assets. A change in the fair value of the mining interests acquired
of $10 million would change depletion expense by $1.1 million for the year ended December 31,
2004.(d)
    To record the tax effect of the pro formaadjustments.(e)
    To record additional depletion expense to conform to Goldcorps accounting policy.




---



##### 



(f)
    To record the pro-formaeffect of the special dividend of $0.50 per share described in Note
3. 5.     Pro forma earnings per share:  (a)
    Basic earnings per share:The average number of shares used in the computation of pro formabasic earnings per share has
been determined as follows: (in 000s)Weighted-average number of Goldcorp shares issued
    
    
    189,723Number of weighted-average equivalent Goldcorp shares issued to Wheaton Rivers shareholders
    
    
    143,062Pro formaweighted-average number of shares outstanding
    
    
    332,785
  (b)
    Diluted earnings per share:The average number of shares used in the computation of pro formadiluted earnings per share
has been determined as follows: (in 000s)Pro formaweighted-average number of shares outstanding
    
    
    332,785Dilutive effect of Goldcorp stock options and warrants issued in
exchange for Wheaton River stock options and warrants and share
purchase warrants
    
    
    23,812Dilutive effect of Goldcorp warrants and stock options
    
    
    3,962Pro formaweighted-average number of shares outstanding, diluted
    
    
    360,559
  The dilutive effect of Goldcorp stock options and warrants issued in exchange for Wheaton River
stock options and warrants has been determined by using the average share price of Goldcorp
common shares during the year. 6.     Reconciliation ofpro formainformation to United States GAAP: If United States GAAP were employed, the pro formaconsolidated balance sheet as at December 31,
2004 and the pro formaconsolidated statement of operations for the year ended December 31, 2004
would be adjusted as follows:




---



##### 



Pro Forma Consolidated Balance Sheet as at December 31, 2004: MineraAlumbreraPro Forma
    
    
    Equity
    
    
    
    
    
    
    
    
    
    
    Pro FormaConsolidated
    
    
    Adjustment
    
    
    US GAAP
    
    
    
    
    
    
    ConsolidatedCdn GAAP
    
    
    (Note 6(a))
    
    
    Adjustments
    
    
    Note
    
    
    US GAAPASSETSCURRENTCash and short-term investments
    
    $
    399,506
    
    
    $
    (31,974
    )
    
    
    
    
    
    
    
    
    
    $
    367,532Gold bullion inventory
    
    
    33,895
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,895Accounts receivable
    
    
    54,191
    
    
    
    (31,511
    )
    
    
    
    
    
    
    
    
    
    
    22,680Marketable securities
    
    
    28,934
    
    
    
    
    
    
    
    8,133
    
    
    
    6
    (b)
    
    
    37,067Inventories
    
    
    46,883
    
    
    
    (22,670
    )
    
    
    
    
    
    
    
    
    
    
    24,213Prepaid expenses and other
    
    
    10,675
    
    
    
    (4,165
    )
    
    
    
    
    
    
    
    
    
    
    6,510Income and mining taxes receivable
    
    
    15,043
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,043589,127
    
    
    
    (90,320
    )
    
    
    8,133
    
    
    
    
    
    
    
    506,940Mining interests
    
    
    1,208,785
    
    
    
    (371,480
    )
    
    
    
    
    
    
    
    
    
    
    837,305Investment in Minera Alumbrera Ltd
    
    
    
    
    
    
    355,957
    
    
    
    
    
    
    
    
    
    
    
    355,957Deposits for reclamation costs
    
    
    4,924
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,924Goodwill
    
    
    1,238,971
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,238,971Other assets
    
    
    8,019
    
    
    
    (4,852
    )
    
    
    
    
    
    
    
    
    
    
    3,167Silver purchase contract
    
    
    77,708
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77,708Future income taxes
    
    
    9,667
    
    
    
    (54,660
    )
    
    
    
    
    
    
    
    
    
    
    (44,993
    )Stockpiled ore
    
    
    58,820
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,820$
    3,196,021
    
    
    $
    (165,355
    )
    
    
    8,133
    
    
    
    
    
    
    $
    3,038,799LIABILITIESCURRENTAccounts payable and accrued liabilities
    
    $
    86,206
    
    
    $
    (15,525
    )
    
    
    
    
    
    
    
    
    
    $
    70,681Income and mining taxes payable
    
    
    45,786
    
    
    
    (45,405
    )
    
    
    
    
    
    
    
    
    
    
    381Future income taxes
    
    
    1,149
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,149Other
    
    
    3,568
    
    
    
    (2,001
    )
    
    
    
    
    
    
    
    
    
    
    1,567136,709
    
    
    
    (62,931
    )
    
    
    
    
    
    
    
    
    
    
    73,778Reclamation and closure cost obligations
    
    
    45,632
    
    
    
    (5,112
    )
    
    
    
    
    
    
    
    
    
    
    40,520Future income taxes
    
    
    242,828
    
    
    
    (97,145
    )
    
    
    1,627
    
    
    
    6
    (i)
    
    
    152,0444,734
    
    
    
    6
    (c)Future employee benefits and other
    
    
    23,482
    
    
    
    (167
    )
    
    
    
    
    
    
    
    
    
    
    23,315Non-controlling interests
    
    
    54,521
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,521503,172
    
    
    
    (165,355
    )
    
    
    6,361
    
    
    
    
    
    
    
    344,178SHAREHOLDERS EQUITYCapital stock
    
    
    2,257,356
    
    
    
    
    
    
    
    1,281
    
    
    
    6
    (f)
    
    
    2,258,637Cumulative translation adjustment
    
    
    107,741
    
    
    
    
    
    
    
    (107,741
    )
    
    
    6
    (e)
    
    
    Accumulated other comprehensive income
    
    
    
    
    
    
    
    
    
    
    107,741
    
    
    
    6
    (e)
    
    
    117,6183,371
    
    
    
    6
    (g)6,506
    
    
    
    6
    (b)Contributed surplus
    
    
    
    
    
    
    
    
    
    
    14,297
    
    
    
    6
    (d)
    
    
    14,297Share purchase warrants and options
    
    
    339,347
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    339,347Retained earnings
    
    
    (11,595
    )
    
    
    
    
    
    
    (23,683
    )
    
    
    
    
    
    
    (35,278
    )2,692,849
    
    
    
    
    
    
    
    1,772
    
    
    
    
    
    
    
    2,694,621$
    3,196,021
    
    
    $
    (165,355
    )
    
    
    8,133
    
    
    
    
    
    
    $
    3,038,799




---



##### 



Pro Forma Consolidated Statement of Operations for the year ended December 31, 2004 MineraAlumbreraPro Forma
    
    
    Equity
    
    
    
    
    
    
    
    
    
    
    Pro FormaConsolidated
    
    
    Adjustment
    
    
    US GAAP
    
    
    
    
    
    
    ConsolidatedCdn GAAP
    
    
    (Note 6(a))
    
    
    Adjustments
    
    
    Note
    
    
    US GAAPREVENUE
    
    $
    610,198
    
    
    $
    (262,054
    )
    
    $
    
    
    
    
    
    
    
    $
    348,144EXPENSESOperating
    
    
    227,898
    
    
    
    (89,255
    )
    
    
    
    
    
    
    
    
    
    
    138,643Corporate administration
    
    
    36,071
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,071Depreciation and depletion
    
    
    109,684
    
    
    
    (46,264
    )
    
    
    
    
    
    
    
    
    
    
    63,420Exploration
    
    
    10,195
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,195383,848
    
    
    
    (135,519
    )
    
    
    
    
    
    
    
    
    
    
    248,329Earnings from operations
    
    
    226,350
    
    
    
    (126,535
    )
    
    
    
    
    
    
    
    
    
    
    99,815OTHER INCOME (EXPENSES)Interest and other
    
    
    6,449
    
    
    
    966
    
    
    
    
    
    
    
    
    
    
    
    7,415Gain on foreign currency
    
    
    2,660
    
    
    
    393
    
    
    
    
    
    
    
    
    
    
    
    3,053Gain on derivative instruments
    
    
    
    
    
    
    
    
    
    
    553
    
    
    
    6
    (h)
    
    
    553Gain on sale of marketable securities
    
    
    3,382
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,382Provision for decline in
value of marketable securities
    
    
    (10,397
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,397
    )Corporate transaction costs
    
    
    (6,934
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,934
    )(4,840
    )
    
    
    1,359
    
    
    
    553
    
    
    
    
    
    
    
    (2,928
    )Earnings before the following:
    
    
    221,510
    
    
    
    (125,176
    )
    
    
    553
    
    
    
    
    
    
    
    96,887Equity in earnings of Minera Alumbrera
Ltd
    
    
    
    
    
    
    93,421
    
    
    
    
    
    
    
    
    
    
    
    93,421Earnings before taxes and
non-controlling interests
    
    
    221,510
    
    
    
    (31,755
    )
    
    
    553
    
    
    
    
    
    
    
    190,308Income and mining taxes
    
    
    (53,865
    )
    
    
    31,755
    
    
    
    (100
    )
    
    
    6
    (i)
    
    
    (23,678
    )(1,468
    )
    
    
    6
    (c)Earnings before non-controlling
interests
    
    
    167,645
    
    
    
    
    
    
    
    (1,015
    )
    
    
    
    
    
    
    166,630Non-controlling interest
    
    
    (5,407
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,407
    )Net earnings for the period
    
    $
    162,238
    
    
    $
    
    
    
    $
    (1,015
    )
    
    
    
    
    
    $
    161,223Marketable securities market value adjustment
    
    
    
    
    
    
    
    
    
    
    985
    
    
    
    6
    (b)
    
    
    985Cumulative translation adjustment
    
    
    
    
    
    
    
    
    
    
    41,459
    
    
    
    6
    (e)
    
    
    41,459Comprehensive income under US GAAP
    
    
    
    
    
    
    
    
    
    $
    41,429
    
    
    
    
    
    
    $
    203,667Earnings per share (note 5)Basic
    
    $
    0.49
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.48Diluted
    
    $
    0.45
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.45Weighted-average number of
shares outstanding (000s)Basic
    
    
    332,785
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    332,785Diluted
    
    
    360,559
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    360,559




---



##### 



The areas of material differences between Canadian and United States GAAP and their impact on the pro forma consolidated financial
statements of Goldcorp are described below:  (a)
    Under Canadian GAAP, the Company has accounted for its joint venture interest in Alumbrera on a proportionate consolidation basis.
Under US GAAP, the Company is required to equity account for its investment in Alumbrera and record in earnings its proportionate
share of Alumbrera net income in accordance with US GAAP.(b)
    Under US GAAP (FAS 115), the Companys investments in securities would be classified as available-for-sale securities and carried at
fair value. The unrealized holding gains on available-for-sale securities are not recognized under Canadian
accounting principles, but are recognized under United States accounting principles as a component of comprehensive income and
reported as a net amount in a separate component of shareholders equity until realized.(c)
    Under Canadian GAAP, future income taxes are calculated based on enacted or substantively enacted tax rates applicable to future
years. Under US GAAP, only enacted rates are used in the calculation of future income taxes.(d)
    US GAAP does not allow for the use of contributed surplus to eliminate a deficit.(e)
    Under US GAAP, FAS 130, Reporting Comprehensive Income establishes rules for the reporting and display of comprehensive income
and its components. Comprehensive income is net income, plus certain other items that are recorded directly to shareholders equity
such as foreign currency translation adjustments and unrealized gains (losses) on marketable securities.(f)
    Under US GAAP, the renunciation of tax deductions to holders of flow-through shares is treated as a future tax expense rather
than as a cost of issuing equity as required by Canadian accounting principles.(g)
    Under US GAAP a proportionate amount of the cumulative translation adjustment account is not recognized in earnings
when there is a reduction in the Companys net investment in a subsidiary as a result of dividend distributions.(h)
    Under US GAAP (FAS 133), the Company would have marked to market its foreign exchange, gold and interest rate derivative
contracts to market.(i)
    US GAAP adjustments have been tax affected based on enacted statutory tax rates to the relevant jurisdiction.




---



##### 



AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF WHEATON RIVER
MINERALS LTD. FOR THE YEAR ENDED DECEMBER 31, 2004. Independent Auditors Report To the Shareholders of Wheaton River Minerals Ltd We have audited the consolidated balance sheets of Wheaton River Minerals Ltd as at December 31,
2004 and 2003 and the consolidated statements of operations, shareholders equity and cash flows
for each of the years in the three-year period ended December 31, 2004. These financial statements
are the responsibility of the Companys management. Our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those
standards require that we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects,
the financial position of the Company as at December 31, 2004 and 2003 and the results of its
operations and its cash flows for each of the years in the three-year period ended December 31,
2004 in accordance with Canadian generally accepted accounting principles. Deloitte & Touche LLP Chartered Accountants Vancouver, Canada
February 25, 2005 Comments by Auditor on Canada-United States of America Reporting Differences In the United States of America, reporting standards for auditors require the addition of an
explanatory paragraph (following the opinion paragraph) when there are changes in accounting
principles that have a material effect on the comparability of the Companys financial statements,
such as the changes described in Note 22 to the consolidated financial statements. Our report to
the Shareholders, dated February 25, 2005, is expressed in accordance with Canadian reporting
standards which do not require a reference to such changes in accounting principles in the
independent auditors report when the change is properly accounted for and adequately disclosed in
the consolidated financial statements. Deloitte & Touche LLP Chartered Accountants Vancouver, Canada
February 25, 2005




---



##### 



Wheaton
River Minerals Ltd Consolidated Statements of Operations
Years Ended December 31
(US dollars and shares in thousands, except per share amounts) Note
    
    2004
    
    
    2003
    
    
    2002Sales
    
    
    
    $
    419,182
    
    
    $
    212,633
    
    
    $
    34,693Cost of sales
    
    
    
    
    150,571
    
    
    
    91,954
    
    
    
    19,355Depreciation and depletion
    
    
    
    
    47,498
    
    
    
    32,393
    
    
    
    3,028Royalties
    
    
    
    
    7,338
    
    
    
    3,712
    
    
    
    28205,407
    
    
    
    128,059
    
    
    
    22,411Earnings from mining operations
    
    
    
    
    213,775
    
    
    
    84,574
    
    
    
    12,282Expenses and other incomeGeneral and administrative
    
    
    
    
    12,975
    
    
    
    9,654
    
    
    
    6,329Interest and finance fees
    
    
    
    
    5,871
    
    
    
    4,318
    
    
    
    487Exploration
    
    
    
    
    3,494
    
    
    
    1,875
    
    
    
    2,126Depreciation and amortization
    
    
    
    
    4,228
    
    
    
    1,778
    
    
    
    108Corporate transaction costs
    
    5
    
    
    6,934
    
    
    
    
    
    
    
    Other expense (income)
    
    6
    
    
    2,301
    
    
    
    (8,430
    )
    
    
    (4,823
    )35,803
    
    
    
    9,195
    
    
    
    4,227Earnings before the following
    
    
    
    
    177,972
    
    
    
    75,379
    
    
    
    8,055Equity in earnings of Minera Alumbrera Ltd.
    
    4 (c)
    
    
    
    
    
    
    7,324
    
    
    
    Earnings before income taxes and non-controlling interest
    
    
    
    
    177,972
    
    
    
    82,703
    
    
    
    8,055Income tax expense
    
    7
    
    
    35,144
    
    
    
    25,044
    
    
    
    2,453Non-controlling interest
    
    16
    
    
    707
    
    
    
    
    
    
    
    Net earnings
    
    
    
    $
    142,121
    
    
    $
    57,659
    
    
    $
    5,602Earnings per share
    
    17 (d)Basic
    
    
    
    $
    0.25
    
    
    $
    0.14
    
    
    $
    0.04Diluted
    
    
    
    $
    0.22
    
    
    $
    0.13
    
    
    $
    0.04Weighted-average number of shares outstanding
    
    17 (d)Basic
    
    
    
    
    568,442
    
    
    
    412,035
    
    
    
    137,327Diluted
    
    
    
    
    651,216
    
    
    
    439,214
    
    
    
    143,227
 The accompanying notes form an integral part of these consolidated financial statements WHEATON RIVER MINERALS LTD




---



##### 



Consolidated Balance Sheets
At December 31
(US dollars and shares in thousands) Note
    
    2004
    
    
    2003AssetsCurrentCash and cash equivalents
    
    
    
    $
    161,131
    
    
    $
    151,878Appropriated cash
    
    
    
    
    
    
    
    
    8,840Marketable securities
    
    8
    
    
    3,200
    
    
    
    1,142Accounts receivable
    
    
    
    
    46,994
    
    
    
    31,824Income tax receivable
    
    
    
    
    2,774
    
    
    
    Inventories
    
    9
    
    
    31,554
    
    
    
    26,809Other
    
    
    
    
    8,940
    
    
    
    4,287254,593
    
    
    
    224,780Property, plant and equipment
    
    10
    
    
    754,836
    
    
    
    583,911Stockpiled ore
    
    9
    
    
    58,820
    
    
    
    60,736Future income taxes
    
    7
    
    
    9,667
    
    
    
    7,211Silver contract
    
    3
    
    
    77,708
    
    
    
    Other
    
    11
    
    
    18,661
    
    
    
    14,367$
    1,174,285
    
    
    $
    891,005LiabilitiesCurrentAccounts payable and accrued liabilities
    
    12
    
    $
    41,323
    
    
    $
    31,402Income taxes payable
    
    
    
    
    45,786
    
    
    
    1,062Current portion of long-term debt
    
    13
    
    
    
    
    
    
    41,000Other
    
    
    
    
    2,001
    
    
    
    3,83289,110
    
    
    
    77,296Long-term debt
    
    13
    
    
    
    
    
    
    81,423Future income taxes
    
    7
    
    
    118,918
    
    
    
    133,881Deferred revenue
    
    3
    
    
    75,894
    
    
    
    Provision for reclamation and closure
    
    14
    
    
    19,229
    
    
    
    19,604Future employee benefits and other
    
    15
    
    
    22,450
    
    
    
    22,683325,601
    
    
    
    334,887Non-controlling interest
    
    16
    
    
    54,521
    
    
    
    Shareholders EquityShare purchase options
    
    17
    
    
    15,630
    
    
    
    877Contributed surplus
    
    
    
    
    704
    
    
    
    600Share purchase warrants
    
    
    
    
    16,660
    
    
    
    Share capital
    
    17Common shares: Authorized  unlimited shares, no par value;
Issued and outstanding - 572,247 (December 31, 2003 - 533,697)
    
    
    
    
    586,345
    
    
    
    505,090Retained earnings
    
    
    
    
    174,824
    
    
    
    49,551794,163
    
    
    
    556,118$
    1,174,285
    
    
    $
    891,005
 Commitments (note 20)
Subsequent events (note 23) Ian Telfer
    
    Douglas HoltbyDirector
    
    Director
 The accompanying notes form an integral part of these consolidated financial statements WHEATON RIVER MINERALS
LTD 2




---



##### 



Consolidated Statements of Shareholders Equity
Years Ended December 31
(US dollars, shares and warrants in thousands) Common Shares
    
    
    Share Purchase Warrants
    
    
    Share
    
    
    
    
    
    
    RetainedPurchase
    
    
    Contributed
    
    
    EarningsShares
    
    Amount
    
    
    Warrants
    
    
    Amount
    
    
    Options
    
    
    Surplus
    
    
    (Deficit)
    
    
    TotalAt January 1, 2002
    
    56,601
    
    $
    25,999
    
    
    
    13,000
    
    
    $
    3,110
    
    
    $
    317
    
    
    $
    600
    
    
    $
    (13,710
    )
    
    $
    16,316Special warrants issued
    
    
    
    
    
    
    
    
    110,000
    
    
    
    82,068
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,068Special warrants exercised
    
    119,910
    
    
    85,178
    
    
    
    (119,910
    )
    
    
    (85,178
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants issued on exercise
of special warrants
    
    
    
    
    
    
    
    
    64,910
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share options exercised
    
    1,355
    
    
    411
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    411Warrants exercised
    
    3,450
    
    
    2,010
    
    
    
    (3,450
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,010Shares issued on acquisition
of Luismin SA de CV
    
    9,084
    
    
    6,805
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,805Share issue costs, net of tax
    
    
    
    
    (5,251
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,251
    )Fair value of share purchase
options issued to
non-employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    
    
    
    
    93Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,602
    
    
    
    5,602At December 31, 2002
    
    190,400
    
    
    115,152
    
    
    
    64,550
    
    
    
    
    
    
    
    410
    
    
    
    600
    
    
    
    (8,108
    )
    
    
    108,054Share options exercised
    
    6,621
    
    
    5,431
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,431Warrants exercised
    
    9,602
    
    
    5,192
    
    
    
    (9,602
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,192Shares and warrants issued
    
    327,074
    
    
    402,266
    
    
    
    100,360
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    402,266Share issue costs, net of tax
    
    
    
    
    (22,951
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,951
    )Fair value of share purchase
options issued to
non-employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    467
    
    
    
    
    
    
    
    
    
    
    
    467Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,659
    
    
    
    57,659At December 31, 2003
    
    533,697
    
    
    505,090
    
    
    
    155,308
    
    
    
    
    
    
    
    877
    
    
    
    600
    
    
    
    49,551
    
    
    
    556,118Cumulative effect of change
in accounting policy (note 2
(t))
    
    
    
    
    1,883
    
    
    
    
    
    
    
    
    
    
    
    14,861
    
    
    
    104
    
    
    
    (16,848
    )
    
    
    Share options exercised
    
    5,074
    
    
    6,961
    
    
    
    
    
    
    
    
    
    
    
    (1,863
    )
    
    
    
    
    
    
    
    
    
    
    5,098Warrants exercised
    
    476
    
    
    672
    
    
    
    (476
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672Shares and warrants issued
on acquisition of Amapari
(note 4 (a))
    
    33,000
    
    
    71,885
    
    
    
    21,516
    
    
    
    16,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88,545Share issue costs, net of tax
    
    
    
    
    (146
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (146
    )Fair value of share purchase
options issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,755
    
    
    
    
    
    
    
    
    
    
    
    1,755Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142,121
    
    
    
    142,121At December 31, 2004
    
    572,247
    
    $
    586,345
    
    
    
    176,348
    
    
    $
    16,660
    
    
    $
    15,630
    
    
    $
    704
    
    
    $
    174,824
    
    
    $
    794,163
 Shareholders Equity (note 17) The accompanying notes form an integral part of these consolidated financial statements 3 WHEATON RIVER MINERALS LTD




---



##### 



Consolidated Statements of Cash Flows
Years Ended December 31
(US dollars in thousands) Note
    
    2004
    
    
    2003
    
    
    2002Operating ActivitiesNet earnings
    
    
    
    $
    142,121
    
    
    $
    57,659
    
    
    $
    5,602Reclamation expenditures
    
    
    
    
    (1,050
    )
    
    
    (1,854
    )
    
    
    (685
    )Defined benefit pension plan contributions
    
    
    
    
    (1,715
    )
    
    
    (463
    )
    
    
    Cash distribution from Minera Alumbrera Ltd.
    
    
    
    
    
    
    
    
    12,610
    
    
    
    Items not affecting cashDepreciation, depletion and amortization
    
    
    
    
    51,726
    
    
    
    34,171
    
    
    
    3,136Accretion expense on provision for reclamation
    
    
    
    
    621
    
    
    
    793
    
    
    
    47Amortization of deferred revenue
    
    
    
    
    (575
    )
    
    
    
    
    
    
    Gain on sale of marketable securities
    
    6
    
    
    (1,991
    )
    
    
    (2,095
    )
    
    
    (3,593
    )Future employee benefits
    
    
    
    
    2,007
    
    
    
    924
    
    
    
    380Future income taxes
    
    7
    
    
    (12,308
    )
    
    
    24,281
    
    
    
    2,606Share purchase options
    
    6
    
    
    6,801
    
    
    
    467
    
    
    
    199Non-controlling interest
    
    16
    
    
    707
    
    
    
    
    
    
    
    Equity in earnings of Minera Alumbrera Ltd.
    
    
    
    
    
    
    
    
    (7,324
    )
    
    
    Other
    
    
    
    
    (1,365
    )
    
    
    920
    
    
    
    (1,090
    )Change in non-cash working capital
    
    18
    
    
    22,835
    
    
    
    6,589
    
    
    
    (2,241
    )Cash generated by operating activities
    
    
    
    
    207,814
    
    
    
    126,678
    
    
    
    4,361Financing ActivitiesLong-term debt
    
    
    
    
    
    
    
    
    75,000
    
    
    
    Repayment of long-term debt
    
    
    
    
    (137,623
    )
    
    
    (54,919
    )
    
    
    Common shares issued
    
    17
    
    
    5,770
    
    
    
    390,522
    
    
    
    2,421Common share and special warrant issue costs
    
    
    
    
    (146
    )
    
    
    (25,551
    )
    
    
    (5,251
    )Shares issued by subsidiary to non-controlling interest
    
    
    
    
    98,057
    
    
    
    
    
    
    
    Debt issue costs
    
    13 (a),(b)
    
    
    (8,459
    )
    
    
    (4,242
    )
    
    
    Deferred gold put options
    
    
    
    
    
    
    
    
    (5,786
    )
    
    
    Special warrants issued
    
    
    
    
    
    
    
    
    
    
    
    
    82,068Cash (applied to) generated by financing activities
    
    
    
    
    (42,401
    )
    
    
    375,024
    
    
    
    79,238Investing ActivitiesProceeds on sale of marketable securities
    
    
    
    
    34,243
    
    
    
    4,013
    
    
    
    6,169Purchases of marketable securities
    
    
    
    
    (32,812
    )
    
    
    
    
    
    
    Property, plant and equipment
    
    
    
    
    (90,646
    )
    
    
    (29,010
    )
    
    
    (5,214
    )Acquisitions, net of cash acquired
    
    18
    
    
    (25,785
    )
    
    
    (347,766
    )
    
    
    (76,886
    )Silver contracts purchased
    
    3
    
    
    (50,000
    )
    
    
    
    
    
    
    Appropriated cash
    
    
    
    
    8,840
    
    
    
    
    
    
    
    Short-term money market instruments
    
    
    
    
    
    
    
    
    
    
    
    
    13,013Other
    
    
    
    
    
    
    
    
    3
    
    
    
    520Cash applied to investing activities
    
    
    
    
    (156,160
    )
    
    
    (372,760
    )
    
    
    (62,398
    )Increase in cash and cash equivalents
    
    
    
    
    9,253
    
    
    
    128,942
    
    
    
    21,201Cash and cash equivalents, beginning of year
    
    
    
    
    151,878
    
    
    
    22,936
    
    
    
    1,735Cash and cash equivalents, end of year
    
    
    
    $
    161,131
    
    
    $
    151,878
    
    
    $
    22,936Supplemental cash flow information
    
    18
 The accompanying notes form an integral part of these consolidated financial statements WHEATON RIVER MINERALS
LTD       4




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##### 



Notes to the Consolidated Financial Statements
Years Ended December 31 2004, 2003 and 2002
(US dollars) 
  1.
    DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONSWheaton River Minerals Ltd. (the Company) is engaged in gold mining and related activities
including exploration, extraction, processing, refining and reclamation. The Company has mining
operations in Mexico, Argentina and Australia, project development activities in Mexico and Brazil,
and on-going exploration activities in Mexico, Australia and Brazil. During 2002 it also carried
on exploration activities in Canada. During 2004, the Company completed the reclamation of the
Golden Bear Mine in Canada, which ceased commercial production in 2001.On March 18, 2003, the Company acquired the Peak Mine in Australia and a 25% indirect interest in
the Alumbrera Mine in Argentina (note 4 (c)). On June 24, 2003 the Company acquired an additional
12.5% indirect interest in the Alumbrera Mine (note 4 (c)). On October 31, 2003, the Company
acquired the Los Filos gold project, together with a 21.2% interest (of which 14% is a carried
interest) in the El Limón gold project, both located in Mexico (note 4 (b)).On January 9, 2004, the Company acquired the Amapari gold project in northern Brazil (note 4 (a)).On October 15, 2004, the Company acquired a 75% interest in Silver Wheaton Corp. (Silver
Wheaton), formerly Chap Mercantile Inc, pursuant to an agreement to sell 100% of the silver
produced from the Companys Mexican operations to Silver Wheaton (note 3). Subsequently, the
Companys interest in Silver Wheaton was diluted to 65%.On February 14, 2005, the Company successfully completed a business combination with Goldcorp Inc.
(Goldcorp) (note 23).  2.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (a)
    Canadian generally accepted accounting principlesThese consolidated financial statements have been prepared in accordance with Canadian generally
accepted accounting principles (GAAP). Differences between Canadian and United States GAAP,
which would have a material effect on these consolidated financial statements, are explained in
Note 22.(b)
    Basis of presentationThese consolidated financial statements include the accounts of the Company and its subsidiaries.
Principal subsidiaries and investments at December 31, 2004 are listed below: Operations andOwnership
    
    
    
    Development ProjectsSubsidiary
    
    Location
    
    Interest
    
    Status
    
    OwnedLuismin SA de CV (Luismin)
    
    Mexico
    
    
    100
    %
    
    Consolidated
    
    San Dimas, San Martin and Nukay mines and Los
Filos development projectPeak Gold Mines Pty Ltd. (Peak)
    
    Australia
    
    
    100
    %
    
    Consolidated
    
    Peak mineMineraçao Pedra Branco do Amapari
Ltd. a (Amapari)
    
    Brazil
    
    
    100
    %
    
    Consolidated
    
    Amapari development projectMinera Alumbrera Ltd.
(Alumbrera)
    
    Argentina
    
    
    37.5
    %
    
    Proportionately
consolidated
    
    Alumbrera mineSilver Wheaton Corp. (Silver
Wheaton)
    
    Canada
    
    
    65
    %
    
    Consolidated
    
    Silver purchase contracts in Mexico and Sweden
 5 WHEATON RIVER MINERALS LTD




---



##### 



(c)
    Investment in Minera Alumbrera Ltd.On March 18, 2003 the Company acquired a 25% indirect interest in Alumbrera which was accounted for
using the equity method and the Companys share of earnings of Alumbrera have been included in the
earnings of the Company since that date.On June 24, 2003 the Company acquired an additional 12.5% indirect interest in Alumbrera. As a
result of this acquisition and acquisition of control of an intermediate holding company, the
Company now has joint control over Alumbrera through certain matters requiring unanimous consent in
the shareholders agreement and, therefore, the Company has proportionately consolidated its 37.5%
share of the financial statements of Alumbrera from June 24, 2003 onwards. On this basis, the
Company records its 37.5% share of the assets, liabilities, revenues and expenses of Alumbrera in
these consolidated financial statements.(d)
    Use of estimatesThe preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent liabilities at the date of the financial statements, and
the reported amounts of revenues and expenditures during the reporting period. Significant areas
where managements judgment is applied are asset valuations, depreciation and depletion, income
taxes, employee future benefits, contingent liabilities and provision for reclamation. Actual
results could differ from those reported.(e)
    Foreign currency translationThe Companys functional and reporting currency is the United States dollar. Foreign currency
monetary assets and liabilities are translated into United States dollars at the exchange rates
prevailing at the balance sheet date. Non-monetary assets denominated in foreign currencies are
translated using the rate of exchange at the transaction date. Foreign currency transactions are
translated at the United States dollar rate prevailing on the transaction dates. Foreign exchange
gains and losses are included in the determination of earnings.(f)
    Financial instrumentsThe carrying values of cash and cash equivalents, appropriated cash, marketable securities,
accounts receivable, accounts payable and accrued liabilities and long-term debt approximate their
fair values.The Company has employed metal, interest rate and Canadian dollar forward and option contracts to
manage exposure to fluctuations in metal prices and foreign currency exchange rates. Hedging gains
or losses are recognized in sales when the hedged production is sold.(g)
    Revenue recognitionRevenue from the sale of metals is recognized in the accounts when title and risk passes to the
buyer, collection is reasonably assured and the price is reasonably determinable. Revenue from the
sale of metals may be subject to adjustment upon final settlement of estimated metal prices,
weights and assays. Adjustments to revenue for metal prices are recorded monthly and other
adjustments are recorded on final settlement. Refining and treatment charges are netted against
revenue.(h)
    Exploration and development expendituresSignificant property acquisition costs are capitalized. Exploration and development expenditures
are expensed until a positive economic analysis has been completed that indicates the property is
economically feasible. Capitalized costs are written down to their estimated recoverable amount if
the properties are determined to be uneconomic or are placed for sale.(i)
    Income and resource taxesThe provision for income and resource taxes is based on the liability method. Future taxes arise
from the recognition of the tax consequences of temporary differences by applying enacted or
substantively enacted tax rates applicable to future years to differences between the financial
statement carrying amounts and the tax bases of certain assets and liabilities. The Company WHEATON RIVER MINERALS LTD 6




---



##### 



records a valuation allowance against any portion of those future income tax assets that it
believes will, more likely than not, fail to be realized.(j)
    Earnings per shareEarnings per share calculations are based on the weighted average number of common shares and
common share equivalents issued and outstanding during the year. Diluted earnings per share are
calculated using the treasury method, which requires the calculation of diluted earnings per share
by assuming that outstanding share purchase options and warrants, with exercise prices that exceed
the average market price of the common shares for the year, are exercised and the proceeds are used
to repurchase shares of the Company at the average market price of the common shares for the
period.(k)
    Cash and cash equivalentsCash and cash equivalents include cash, and those short-term money market instruments that are
readily convertible to cash with an original term of less than 91 days.(l)
    Short-term money market instrumentsShort-term money market instruments are those which are due within one year but have an original
term of greater than 90 days.(m)
    Marketable securitiesMarketable securities are carried at the lower of cost and market value on a portfolio basis.(n)
    InventoriesProduct inventory is valued at the lower of average cost and net realizable value. Inventories of
supplies are valued at the lower of average cost and replacement cost net of a provision for
obsolescence. Inventories at December 31, 2004 included an obsolescence provision of $1,261,000
(2003  $993,000).(o)
    Property, plant and equipmentProperty, plant and equipment are recorded at cost. Significant costs related to property
acquisitions including undeveloped mineral interests are capitalized until the viability of the
mineral interest is determined. When it has been established that a mineral deposit is
commercially mineable and a decision has been made to prepare a mining plan (which occurs upon
completion of a positive economic analysis of the mineral deposit), the development costs
subsequently incurred are capitalized. Construction costs on development projects are capitalized
until the mine is substantially complete and ready for productive use. Major development
expenditures incurred to expose the ore, increase production or extend the life of an existing mine
are capitalized. Capitalized costs are written down to their estimated recoverable amount if the
properties are determined to be uneconomic or are placed for sale.Interest and finance costs relating to the construction of plant and equipment are capitalized
prior to the commencement of commercial production of a new mine.Depletion of mine properties is charged on a unit-of-production basis over proven and probable
reserves and a portion of resources expected to be converted to reserves. Depreciation of plant
and equipment is calculated using the straight-line method, based on estimated useful lives, over
three to forty years.Evaluations of the carrying values of each operation and development property are undertaken in
each reporting period to determine if estimated undiscounted future net cash flows are less than
the carrying value. Estimated undiscounted future net cash flows are calculated using estimated
production sales prices and operating costs, capital costs and reclamation and closure costs. If
it is determined that the future net cash flows from an operation or development property are less
than the carrying value then a write-down is recorded with a charge to operations. 7   WHEATON RIVER MINERALS LTD




---



##### 



(p)
    Silver contractContracts for which settlement is called for in silver are recorded at cost. These assets are
depreciated on a unit-of-sale basis over the estimated recoverable reserves and resources at the
mine corresponding to the specific contract.Evaluations of the carrying values of each contract are undertaken in each reporting period to
determine if estimated undiscounted future net cash flows are less than the carrying value.
Estimated undiscounted future net cash flows are calculated using estimated production, sales
prices and purchase costs. If it is determined that the future net cash flows from an operation
are less than the carrying value then a write-down is recorded with a charge to operations.(q)
    Deferred revenue and non-controlling interestNon-controlling interest exists on less than wholly-owned subsidiaries of the Company and
represents the outside interests share of the carrying values of the subsidiaries. When the
subsidiary company issues its own shares to outside interests, a dilution gain or loss arises as a
result of the difference between the Companys share of the proceeds and the underlying equity of
the shares involved. Dilution gains that do not represent the culmination of earnings are deferred
and recognized as revenue on a systematic basis.(r)
    Provision for reclamation and closureOn January 1, 2003 the Company adopted the standard of the CICA Handbook, Asset Retirement
Obligations, which requires that the fair value of liabilities for asset retirement obligations
be recognized in the period in which they are incurred. A corresponding increase to the carrying
amount of the related assets is generally recorded and depreciated over the life of the asset. The
amount of the liability is subject to re-measurement at each reporting period. This differs from
the prior practice that involved accruing for the estimated reclamation and closure liability
through charges to income on a unit-of-production basis over the estimated life of the mine. The
effect of the change had no material impact on the Companys consolidated financial statements.Reclamation and closure costs have been estimated based on the Companys interpretation of current
regulatory requirements. The fair value of the estimated reclamation and closure expenses for
Luismin, Los Filos, Peak, Alumbrera and Amapari were recorded as a liability on acquisition. Fair
value was determined as the discounted future cash expenditures.(s)
    Future employee benefitsSeniority premiums, to which some employees are entitled upon termination of employment after 15
years of service, as well as the obligations under the Companys non-contributory retirement plan
for employees, are recognized as expenses of the years in which the services are rendered. This is
completed through contributions to an irrevocable trust fund and the establishment of accruals,
based on actuarial studies made by independent actuaries.(t)
    Stock-based compensationEffective January 1, 2004, the Company adopted the amended recommendations of the CICA Handbook
Section 3870, Stock-based Compensation and Other Stock-based Payments. Under the amended
standards of this Section, the fair value of all stock-based awards granted are estimated using the
Black-Scholes model and are recorded in operations over their vesting periods. The compensation
cost related to share purchase options granted after January 1, 2004 is recorded in operations.Previously, the Company provided note disclosure of pro forma net earnings and pro forma earnings
per share as if the fair value based method had been used to account for share purchase options
granted to employees, directors and officers after January 1, 2002. The amended recommendations
have been applied retroactively from January 1, 2002 without restatement of prior periods. As a
result, as of January 1, 2004, retained earnings decreased by $16,848,000, share purchase options
(a separate component of shareholders equity) increased by $14,861,000, share capital increased by
$1,883,000 and contributed surplus increased by $104,000. WHEATON RIVER MINERALS
LTD 8




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##### 



The total compensation expense recognized in the statement of operations for share purchase options
granted in 2004 amounted to $6,801,000. Had the same basis been applied to share purchase options
granted in 2003 and 2002, net earnings would have been as follows: (in thousands, except per share amounts)
    
    2003
    
    
    2002Net earnings
    
    $
    57,659
    
    
    $
    5,602Additional compensation expense
    
    
    (15,925
    )
    
    
    (923
    )Pro forma net earnings
    
    $
    41,734
    
    
    $
    4,679Pro forma basic and diluted earnings per share
    
    $
    0.10
    
    
    $
    0.03
  Stock-based compensation expense is determined using an option pricing model assuming no dividends
are to be paid, a weighted average volatility of the Companys share price of 50% (2003  60%; 2002
 70%), an annual risk free interest rate of 3% (2003  4%; 2002  5%) and expected lives of three
years (2003  three years; 2002  five years).(u)
    Comparative amountsCertain comparative amounts have been reclassified to conform to presentation in the current year.  3.
    SILVER WHEATON CORP.On October 15, 2004, the Company entered into an agreement to sell to Silver Wheaton, an inactive
public company, all of the silver produced by Wheatons Luismin mining operations in Mexico for
upfront consideration of $36.7 million (Cdn$46 million) in cash and 540 million (pre-consolidation)
Silver Wheaton common shares, plus a per ounce cash payment of the lesser of $3.90 and the
prevailing market price of delivered silver, subject to adjustment (the Luismin Transaction).The Luismin Transaction resulted in the acquisition of control by Wheaton of Silver Wheaton. As a
result, Wheaton has consolidated Silver Wheatons results of operations from the date of
acquisition, and the cost of the Luismin silver contract has been recorded by Silver Wheaton at
Wheatons carrying value of the Luismin silver properties, plus acquisition costs of $430,000.
Upon consolidation, this resulted in a dilution gain of $34,857,000 which has been deferred and is
being amortized on a unit-of-sale basis under the Luismin Transaction.On December 8, 2004, Silver Wheaton entered into an agreement to purchase all of the silver
produced by Lundin Mining Corporations Zinkgruvan mine in Sweden for a payment of $50 million in
cash, 30 million (pre-consolidation) Silver Wheaton common shares and 30 million Silver Wheaton
common share purchase warrants. In addition, a per ounce cash payment of the lesser of $3.90 and
the prevailing market price, subject to adjustment, is due (the Zinkgruvan Transaction). The
Zinkgruvan mine is expected to produce approximately two million ounces of silver annually for a
minimum of 20 years. The allocation of the purchase price is as follows: (in thousands)Purchase price: (a)Cash
    
    $
    50,000Silver Wheaton common shares and warrants
    
    
    27,866Acquisition costs
    
    
    53$
    77,919
   (a)
    
    As of December 31, 2004, $211,000 has been amortized to operations such that the net book value of
the silver contract at December 31, 2004 is $77,708,000.  In connection with the Zinkgruvan Transaction, Silver Wheaton raised gross proceeds of $51 million
from a private placement of 81 million subscription receipt units. Wheaton did not participate in
this private placement. 9   WHEATON RIVER MINERALS LTD




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##### 



Following the Zinkgruvan Transaction and the related financing, Wheatons interest in Silver
Wheaton was diluted from approximately 75% to 65%, resulting in a dilution gain of $41,612,000
which has been deferred and is being amortized on a unit-of-sale basis under the Luismin
Transaction. (in thousands)Deferred revenue:At January 1, 2004
    
    $
    Dilution gain arising from Luismin Transaction
    
    
    34,857Dilution gain arising from Zinkgruvan Transaction
    
    
    41,612Deferred revenue recognized in the year
    
    
    (575
    )At December 31, 2004
    
    $
    75,894
  4.
    ACQUISITIONS  (a)
    Amapari gold development projectOn January 9, 2004 the Company acquired a 100% interest in the Amapari gold development project in
Brazil for total consideration of $114,649,000 including acquisition costs. Of the purchase price,
$25,000,000 was paid in cash and $88,545,000 by way of 33 million Wheaton common shares and 21.5
million Series B common share purchase warrants.The acquisition of Amapari has been accounted for using the purchase method. The allocation of the
purchase price is summarized in the table below. (in thousands)Purchase price:Cash paid
    
    $
    25,000Shares and share purchase warrants issued
    
    
    88,545Acquisition costs
    
    
    1,104$
    114,649Net assets acquired:Cash
    
    $
    319Non-cash working capital
    
    
    (2,368
    )Property, plant and equipment
    
    
    131,898Debt acquired
    
    
    (15,200
    )$
    114,649
  Project debt of $15,200,000 due to Anglogold Brazil Ltda., assumed in connection with the
acquisition, was repaid in June 2004 out of cash on hand. WHEATON RIVER MINERALS LTD 10




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##### 



(b)
    Los Filos and El Limón gold development projectsOn October 31, 2003, the Company acquired a 100% interest in the Los Filos gold development
project, together with a 21.2% interest (of which 14% is a carried interest) in the El Limón gold
project from Teck Cominco Limited and Miranda Mining Corporation. Both projects are located in
Mexico. The purchase price was $89,486,000 including acquisition costs. The acquisition has been
accounted for using the purchase method and the allocation of the purchase price is summarized in
the table below. (in thousands)Purchase price:Cash paid
    
    $
    87,020Acquisition costs
    
    
    2,466$
    89,486Net assets acquired:Cash
    
    $
    263Property, plant and equipment
    
    
    137,780Future income tax assets
    
    
    922Non-cash working capital
    
    
    (1,080
    )Provision for reclamation and closure
    
    
    (1,000
    )Future income tax and deferred profit sharing liabilities
    
    
    (47,399
    )$
    89,486
  (c)
    Minera Alumbrera Ltd. and Peak Gold Mines Pty Ltd.On March 18, 2003 the Company acquired a 25% indirect interest in Alumbrera and a 100% interest in
Peak from Rio Tinto Ltd. (Rio Tinto). The acquisition of the 25% interest in Alumbrera was
through intermediate holding companies with assets relating solely to the investment in Alumbrera.
The purchase price for Alumbrera and Peak totaled $214,227,000 including acquisition costs.
Alumbrera and Peak operate gold and copper mines located in Argentina and Australia, respectively.On June 24, 2003 the Company acquired an additional 12.5% indirect interest in Alumbrera from Rio
Algom Ltd. (Rio Algom, a subsidiary of BHP Billiton Ltd. ) for a purchase price of $90,156,000
including acquisition costs. This purchase price was satisfied by a cash payment of $65,000,000, a
promissory note due to Rio Algom in the amount of $25,000,000 (note13(c))and acquisition costs
paid of $156,000. As a result of the acquisition of an additional 12.5% indirect interest in
Alumbrera and acquisition of control of an intermediate holding company, the Company obtained joint
control over Alumbrera through certain matters requiring unanimous consent in the shareholders
agreement. 11 WHEATON RIVER MINERALS LTD




---



##### 



(i)
    Minera Alumbrera Ltd.The acquisition of the 37.5% interest in Alumbrera has been accounted for using the purchase method
and the results of Alumbrera have been included in the earnings of the Company as follows: 25%
interest on an equity basis from date of acquisition, March 18, 2003, to June 23, 2003 and 37.5%
interest on a proportionate consolidation basis from June 24, 2003 onwards. The total purchase
price was $270,459,000 including acquisition costs. The allocation of the purchase price as at
June 24, 2003 is summarized in the table below. (in thousands)Purchase price:Acquisition of 25% interest, effective March 18, 2003Cash paid
    
    $
    180,000Acquisition costs
    
    
    303Equity in earnings  March 18 - June 23, 2003
    
    
    7,324Cash distribution received
    
    
    (11,210
    )176,417Acquisition of additional 12.5% interest, effective June 24, 2003Cash paid
    
    
    65,000Promissory note
    
    
    25,000Acquisition costs
    
    
    156Cash distribution received
    
    
    (1,400
    )$
    265,173Net assets acquired:Cash
    
    $
    21,103Appropriated cash
    
    
    8,763Non-cash working capital
    
    
    36,835Property, plant and equipment
    
    
    269,409Other
    
    
    58,376Provision for reclamation and closure
    
    
    (4,918
    )Future income tax liabilities
    
    
    (47,053
    )Long-term debt
    
    
    (77,342
    )$
    265,173
 WHEATON RIVER MINERALS LTD 12




---



##### 



(ii)
    Peak Gold Mines Pty Ltd.The acquisition of 100% of Peak has been accounted for using the purchase method and the results of
Peaks operations have been included in the Companys results of operations from March 18, 2003.
The allocation of the purchase price is summarized in the table below. Purchase Price AllocationPreviously(in thousands)
    
    Reported
    
    
    Adjustments
    
    
    FinalPurchase price:Cash paid
    
    $
    33,583
    
    
    $
    
    
    
    $
    33,583Acquisition costs
    
    
    341
    
    
    
    
    
    
    
    341$
    33,924
    
    
    $
    
    
    
    $
    33,924Net assets acquired:Cash
    
    $
    (263
    )
    
    $
    
    
    
    $
    (263
    )Non-cash working capital
    
    
    4,791
    
    
    
    (917
    )
    
    
    3,874Property, plant and equipment
    
    
    34,219
    
    
    
    (4,194
    )
    
    
    30,025Future income tax assets
    
    
    
    
    
    
    5,111
    
    
    
    5,111Other non-current assets
    
    
    422
    
    
    
    
    
    
    
    422Provision for reclamation and closure
    
    
    (4,145
    )
    
    
    
    
    
    
    (4,145
    )Other non-current liabilities
    
    
    (1,100
    )
    
    
    
    
    
    
    (1,100
    )$
    33,924
    
    
    $
    
    
    
    $
    33,924
  During the year ended December 31, 2004, Rio Tinto filed certain 2003 tax returns which included
the results of Peak up until the date of acquisition by Wheaton. As a result, the tax balances of
Peak as at the acquisition date, March 18, 2003, were restated and the purchase price allocation
has been amended to reflect these changes.(d)
    Luismin SA de CVOn June 19, 2002 the Company acquired all of the outstanding shares of Luismin. Under the purchase
agreement, the Company acquired Luismin for $55,160,000 in cash and 9,084,090 common shares of the
Company. The Company also advanced $19,840,000 to Luismin to repay its outstanding bank debt. The
Company incurred acquisition costs of $3,266,000. As part of the purchase consideration, a
contingent payment of 11,355,113 of the Companys common shares was due if the price of silver
averaged $5 or more per ounce over a period of 60 consecutive trading days prior to June 19, 2004.
On September 29, 2003, this condition was satisfied and the additional shares were issued in
October 2003. As a result, the carrying value of property, plant and equipment was increased by
$32,893,000, future income tax liability was increased by $10,526,000 and share capital was
increased by $22,367,000, the fair value of the shares on September 29, 2003. 13 WHEATON RIVER MINERALS LTD




---



##### 



This acquisition has been accounted for using the purchase method and results from Luismins
operations have been included in the Companys results of operations from June 19, 2002. The
allocation of the purchase price is summarized in the table below: (in thousands)Purchase price:Cash
    
    $
    55,160Cash advanced to repay Luismin bank debt
    
    
    19,840Shares issued
    
    
    29,172Acquisition costs
    
    
    3,266$
    107,438Net assets acquired:Cash
    
    $
    1,380Non-cash working capital
    
    
    (1,888
    )Property, plant and equipment
    
    
    145,696Provision for reclamation and closure
    
    
    (9,072
    )Future employee benefits
    
    
    (7,504
    )Future income tax assets
    
    
    6,500Future income tax liabilities
    
    
    (27,674
    )$
    107,438
  5.
    CORPORATE TRANSACTION COSTSOn March 30, 2004, Wheaton and IAMGold Corporation (IAMGold) announced that their boards of
directors had unanimously agreed to combine the companies, subject to shareholder approvals and
certain other conditions. On July 6, 2004, IAMGold did not receive the necessary shareholder
approvals to effect the proposed combination and Wheaton terminated the agreement to combine with
IAMGold. As a result, the Company has written off $3,486,000 of related costs.During May 2004, Coeur dAlene Mines Corporation (Coeur) launched an unsolicited takeover bid for
Wheaton and on September 28, 2004, Coeur announced they had failed to garner enough support to
pursue their bid. Costs incurred to successfully reject this bid amounted to $1,160,000, which
have been written off.On December 6, 2004, Wheaton announced it had reached an agreement in principle to combine with
Goldcorp through a share exchange take-over bid (note 23). On February 14, 2005, the combination
was substantially completed when 69% of Wheaton common shares were tendered to the Goldcorp offer.
As at December 31, 2004, $2,288,000 had been incurred to successfully effect the merger, which has
been written off in these financial statements.6.
    OTHER (EXPENSE) INCOME (in thousands)
    
    2004
    
    
    2003
    
    
    2002Interest income
    
    $
    2,966
    
    
    $
    1,591
    
    
    $
    480Gain on sale of marketable securities
    
    
    1,991
    
    
    
    2,095
    
    
    
    3,593Foreign exchange gain (loss)
    
    
    2,449
    
    
    
    6,774
    
    
    
    (71
    )Share purchase option expense
    
    
    (6,801
    )
    
    
    (467
    )
    
    
    (199
    )Accretion expense on provision for reclamation
    
    
    (621
    )
    
    
    (793
    )
    
    
    (47
    )Other
    
    
    (2,285
    )
    
    
    (770
    )
    
    
    1,067$
    (2,301
    )
    
    $
    8,430
    
    
    $
    4,823
 WHEATON RIVER MINERALS LTD 14




---



##### 



7. INCOME TAXES (in thousands)
    
    2004
    
    
    2003
    
    
    2002Current income tax expense (recovery)
    
    $
    45,514
    
    
    $
    763
    
    
    $
    (153
    )Future income tax (recovery) expense
    
    
    (10,370
    )
    
    
    24,281
    
    
    
    2,606$
    35,144
    
    
    $
    25,044
    
    
    $
    2,453
  Income tax expense differs from the amount that would result from applying the Canadian federal and
provincial income tax rates to earnings before income taxes. These differences result from the
following items: (in thousands)
    
    2004
    
    
    2003
    
    
    2002Earnings before income taxes
    
    $
    177,972
    
    
    $
    82,703
    
    
    $
    8,055Canadian federal and provincial income tax rates
    
    
    35.6
    %
    
    
    37.6
    %
    
    
    39.6
    %Income tax expense based on above rates
    
    
    63,394
    
    
    
    31,113
    
    
    
    3,190Increase (decrease) in income taxes due to:Lower statutory tax rates on earnings of foreign subsidiaries
    
    
    (6,573
    )
    
    
    (4,941
    )
    
    
    (578
    )Changes to Mexican tax regulations including reduction in future corporate income tax rates
    
    
    (12,719
    )
    
    
    
    
    
    
    Foreign exchange differentials on foreign currency monetary items and other permanent differences
    
    
    (8,616
    )
    
    
    
    
    
    
    Non-deductible expenditures
    
    
    1,830
    
    
    
    1,196
    
    
    
    Tax included in equity earnings of Minera Alumbrera Ltd.
    
    
    
    
    
    
    (3,139
    )
    
    
    Valuation allowance
    
    
    
    
    
    
    508
    
    
    
    Resource and other taxes
    
    
    
    
    
    
    
    
    
    
    (153
    )Other
    
    
    (2,172
    )
    
    
    307
    
    
    
    (6
    )$
    35,144
    
    
    $
    25,044
    
    
    $
    2,453
  At December 31, 2004, the Company had non-capital losses available for tax purposes in Canada of
$32,205,000 (2003  $15,210,000) that expire from 2007 to 2011 and $15,493,000 (2003  $33,490,000)
that expire from 2005 to 2014 in foreign jurisdictions. At December 31, 2004, the Company had
capital losses in Canada in the amount of $40,685,000 (2003  $11,014,000) to be carried forward
indefinitely and applied to future capital gains.The components of future income taxes are as follows: (in thousands)
    
    2004
    
    
    2003Future income tax assetsNon-capital losses
    
    $
    10,445
    
    
    $
    13,985Deductible temporary differences and other
    
    
    26,404
    
    
    
    14,948Value of future income tax assets
    
    
    36,849
    
    
    
    28,933Recoverable asset taxes
    
    
    1,529
    
    
    
    953Valuation allowance
    
    
    (3,938
    )
    
    
    (4,411
    )Future income tax assets
    
    
    34,440
    
    
    
    25,475Future income tax liabilitiesTotal taxable temporary differences
    
    
    (143,691
    )
    
    
    (152,145
    )Future income tax liabilities, net
    
    $
    (109,251
    )
    
    $
    (126,670
    )Presented on the Consolidated Balance Sheets as:Future income tax assets
    
    $
    9,667
    
    
    $
    7,211Future income tax liabilities
    
    
    (118,918
    )
    
    
    (133,881
    )Future income tax liabilities, net
    
    $
    (109,251
    )
    
    $
    (126,670
    )
 15   WHEATON RIVER MINERALS LTD




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##### 



8. MARKETABLE SECURITIES (in thousands)
    
    2004
    
    
    2003Marketable securities at market values
    
    $
    6,061
    
    
    $
    1,702
 9. INVENTORIES (in thousands)
    
    2004
    
    
    2003Supplies inventory
    
    $
    10,145
    
    
    $
    10,083Stockpiled ore
    
    
    62,847
    
    
    
    62,174Work in process
    
    
    3,823
    
    
    
    2,891Finished goods
    
    
    13,559
    
    
    
    12,39790,374
    
    
    
    87,545Less: non-current stockpiled ore
    
    
    58,820
    
    
    
    60,736$
    31,554
    
    
    $
    26,809
  Non-current stockpiled ore is primarily comprised of lower grade ore at Alumbrera, which will be
processed later in the mine life. This inventory is valued at the lower of cost and net realizable
value. 10. PROPERTY, PLANT AND EQUIPMENT 2004
    
    
    
    
    
    
    
    
    
    
    2003Accumulated
    
    
    
    
    
    
    
    
    
    
    Accumulated(in thousands)
    
    Cost
    
    
    Depletion
    
    
    Net
    
    
    Cost
    
    
    Depletion
    
    
    NetMineral propertiesLuismin mines, Mexico
    
    $
    134,265
    
    
    $
    (12,899
    )
    
    $
    121,366
    
    
    $
    120,736
    
    
    $
    (6,070
    )
    
    $
    114,666Peak mine, Australia
    
    
    30,411
    
    
    
    (5,849
    )
    
    
    24,562
    
    
    
    25,672
    
    
    
    (2,518
    )
    
    
    23,154Alumbrera mine, Argentina
    
    
    27,142
    
    
    
    (7,374
    )
    
    
    19,768
    
    
    
    27,142
    
    
    
    (2,091
    )
    
    
    25,051191,818
    
    
    
    (26,122
    )
    
    
    165,696
    
    
    
    173,550
    
    
    
    (10,679
    )
    
    
    162,871Plant and equipmentLuismin mines, Mexico
    
    
    50,808
    
    
    
    (6,316
    )
    
    
    44,492
    
    
    
    42,519
    
    
    
    (3,334
    )
    
    
    39,185Peak mine, Australia
    
    
    20,579
    
    
    
    (5,500
    )
    
    
    15,079
    
    
    
    17,726
    
    
    
    (1,736
    )
    
    
    15,990Alumbrera mine, Argentina
    
    
    254,627
    
    
    
    (45,634
    )
    
    
    208,993
    
    
    
    246,559
    
    
    
    (20,553
    )
    
    
    226,006Corporate, Canada
    
    
    596
    
    
    
    (324
    )
    
    
    272
    
    
    
    456
    
    
    
    (261
    )
    
    
    195326,610
    
    
    
    (57,774
    )
    
    
    268,836
    
    
    
    307,260
    
    
    
    (25,884
    )
    
    
    281,376Properties under developmentAmapari, Brazil
    
    
    168,521
    
    
    
    
    
    
    
    168,521
    
    
    
    145
    
    
    
    
    
    
    
    145Los Filos, Mexico
    
    
    104,654
    
    
    
    
    
    
    
    104,654
    
    
    
    93,691
    
    
    
    
    
    
    
    93,691El Limón, Mexico
    
    
    42,294
    
    
    
    
    
    
    
    42,294
    
    
    
    42,161
    
    
    
    
    
    
    
    42,161Other, Mexico
    
    
    4,835
    
    
    
    
    
    
    
    4,835
    
    
    
    3,667
    
    
    
    
    
    
    
    3,667320,304
    
    
    
    
    
    
    
    320,304
    
    
    
    139,664
    
    
    
    
    
    
    
    139,664$
    838,732
    
    
    $
    (83,896
    )
    
    $
    754,836
    
    
    $
    620,474
    
    
    $
    (36,563
    )
    
    $
    583,911
  In 2003 the Company sold the La Guitarra Mine in Mexico to Genco Resources Ltd. (Genco) for
shares and cash totaling $5,000,000. Consideration received on closing was 1,380,315 shares of
Genco with a fair value of $1,000,000 and a promissory note for $4,000,000 to be repaid over eight
years in cash or equivalent shares of $500,000 per annum. Due to uncertainty surrounding the
collectibility of the promissory note, the repayment of the note will be recorded in operations
when received.During 2004 the Company received an additional 790,427 shares and sold 617,315 shares for net
proceeds of $435,000. WHEATON RIVER MINERALS LTD 16




---



##### 



11. OTHER NON-CURRENT ASSETS (in thousands)
    
    2004
    
    
    2003Deferred gold put options (note 13 (b))
    
    $
    4,339
    
    
    $
    5,786Deferred debt issue costs (note 13 (a), (b))
    
    
    8,931
    
    
    
    3,497Royalty advances
    
    
    4,293
    
    
    
    3,123Other
    
    
    1,098
    
    
    
    1,961$
    18,661
    
    
    $
    14,367
 12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (in thousands)
    
    2004
    
    
    2003Accounts payable trade
    
    $
    28,344
    
    
    $
    15,198Accrued liabilities
    
    
    4,114
    
    
    
    6,709Accrued employee benefits
    
    
    4,791
    
    
    
    2,814Customer payment in advance
    
    
    
    
    
    
    3,396Other
    
    
    4,074
    
    
    
    3,285$
    41,323
    
    
    $
    31,402
 13. LONG-TERM DEBT (in thousands)
    
    2004
    
    
    2003Corporate debtAcquisition facility (a)
    
    $
    
    
    
    $
    Revolving working capital facility (b)
    
    
    
    
    
    
    Term loan (b)
    
    
    
    
    
    
    45,000Total bank indebtedness
    
    
    
    
    
    
    45,000Promissory note (c)
    
    
    
    
    
    
    19,443
    
    
    
    64,443Non-recourse project debtAlumbrera (Wheatons 37.5% share) (d)
    
    
    
    
    
    
    57,980
    
    
    
    122,423Less: current portion
    
    
    
    
    
    
    41,000$
    
    
    
    $
    81,423
  (a)
    In August 2004, the Company entered into a $300 million acquisition facility which is
available to finance up to three separate acquisitions. The facility is available until November
24, 2005, and amounts drawn down are required to be refinanced or repaid by February 24, 2006. Net
proceeds from any debt refinancing or equity issue (not undertaken in connection with an
acquisition) together with the net proceeds from significant asset sales, will be applied to repay
amounts outstanding under the facility. Security will be granted under the facility only over
acquired assets, together with guarantees by any subsidiaries of Wheaton which acquire such assets.
Amounts drawn down under the facility will bear interest at LIBOR plus 2.25% per annum, increasing
to LIBOR plus 4.5% per annum over the term of the facility. Undrawn amounts are subject to a 1%
per annum commitment fee.Debt issue costs of $7,182,000 have been deferred and are amortized to earnings over the term of
the debt facility. An amount of $1,730,000 has been amortized to December 31, 2004. A further
$1,125,000 of debt issue costs will be payable upon the first draw down under this facility (note
19).(b)
    During 2003 the Company entered into a $75,000,000 loan facility which consisted of a
$50,000,000 term loan bearing interest at LIBOR plus 2.75% and a $25,000,000 revolving working
capital facility bearing interest at LIBOR plus 3%. During WHEATON RIVER MINERALS LTD 17




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##### 



2004, the Company amended the facility
such that the full $75,000,000 is a revolving working capital facility. The amended facility bears
interest at LIBOR plus 1.625% to 2.25% depending on covenant ratios, has no net repayment terms,
and matures in June 2007. Undrawn amounts are subject to a 0.65% per annum commitment fee. During
2004, the Company repaid the outstanding amount out of cash on hand, but the facility remains
available.Under the terms of the loan agreement, during 2003 the Company acquired options to sell 700,000
ounces of gold at a price of $300 per ounce during the period January 2004 to June 2008. The cost
of $5,786,000 was deferred and is amortized against sales as the options expire or are exercised.
An amount of $1,447,000 has been amortized to December 31, 2004 (December 31, 2003  $nil). The
fair value of the 525,024 ounces of unexpired put options at December 31, 2004 was $280,000
(December 31, 2003  700,000 ounces with a fair value of $2,030,000). During 2003, the Company
entered into a gold-indexed interest rate swap transaction which had a fair value at December 31,
2004, of minus $1,111,000. The facility is secured by corporate guarantees of Luismin and Amapari.Debt issue costs of $5,519,000 have been deferred and are amortized to earnings over the term of
the debt. An amount of $2,040,000 has been amortized to December 31, 2004 (December 31, 2003 -
$745,000).(c)
    The promissory note was due to Rio Algom, and had a maturity date of May 30, 2005. During
2004, the Company repaid the outstanding amount out of cash on hand.(d)
    The Alumbrera project debt was incurred in 1997 to finance the construction and operation of
the Alumbrera Mine. During 2004 Alumbrera repaid the outstanding debt out of cash on hand.(e)
    Project debt of $15,200,000 due to Anglogold Brazil Ltd. a, assumed in connection with the
acquisition, was repaid in June 2004 out of cash on hand (note 4 (a)).(f)
    The Company has an Aus$5,000,000 ($3,895,000), unsecured, revolving working capital facility
for its Peak mine operations of which $nil was drawn down at December 31, 2004. The loan bears
interest related to the Australian Treasury Bill rate plus 1.5% per annum. 14. PROVISION FOR RECLAMATION AND CLOSURE (in thousands)At January 1, 2003
    
    $
    11,271Reclamation expenditures
    
    
    (1,854
    )Accretion expense
    
    
    793Amounts acquired
    
    
    10,063Disposition of liability
    
    
    (830
    )Other
    
    
    161At December 31, 2003
    
    
    19,604Reclamation expenditures
    
    
    (1,050
    )Accretion expense
    
    
    621Other
    
    
    54At December 31, 2004
    
    $
    19,229
  The total undiscounted amount of estimated cash flows required to settle the obligations is
$31,915,000 (2003  $29,030,000), which has been discounted using discount rates ranging from 5-7%.
Certain obligations at Luismin amounting to $5,657,000 will be paid over the next two years and
will be funded from operating cash flows. The remainder of the obligations are not expected to be
paid within the foreseeable future and will be funded from operating cash flows at the time.During 2004, the Company completed the reclamation of the Golden Bear Mine and subsequent to
December 31, 2004 entered into a memorandum of understanding toward divestiture of the Golden Bear
mining claims and road. WHEATON RIVER MINERALS LTD 18




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##### 



15. FUTURE EMPLOYEE BENEFITS AND OTHER (in thousands)
    
    2004
    
    
    2003Defined benefit pension plan (a)
    
    $
    1,761
    
    
    $
    2,796Deferred employee profit sharing (b)
    
    
    18,814
    
    
    
    17,398Other
    
    
    1,875
    
    
    
    2,489$
    22,450
    
    
    $
    22,683
  (a)
    The Company has a defined benefit pension plan for certain Mexican employees. Information on
this plan is as follows: (in thousands)
    
    2004
    
    
    2003
    
    
    2002Change in plan assetsFair value of plan assets, beginning of year
    
    $
    673
    
    
    $
    228
    
    
    $
    Increase due to acquisition of Luismin
    
    
    
    
    
    
    
    
    
    
    180Actual return on plan assets
    
    
    (32
    )
    
    
    16
    
    
    
    70Benefits paid
    
    
    (610
    )
    
    
    
    
    
    
    (14
    )Contributions
    
    
    1,715
    
    
    
    463
    
    
    
    Foreign exchange rate changes
    
    
    5
    
    
    
    (34
    )
    
    
    (8
    )Fair value of plan assets, end of year
    
    $
    1,751
    
    
    $
    673
    
    
    $
    228Projected benefit obligationBenefit obligations, beginning of year
    
    $
    4,104
    
    
    $
    3,147
    
    
    $
    Increase due to acquisition of Luismin
    
    
    
    
    
    
    
    
    
    
    3,029Service cost
    
    
    310
    
    
    
    259
    
    
    
    149Benefits paid
    
    
    (610
    )
    
    
    
    
    
    
    (14
    )Interest cost
    
    
    329
    
    
    
    244
    
    
    
    135Foreign exchange rate changes
    
    
    (6
    )
    
    
    (257
    )
    
    
    (123
    )Plan amendment/past service cost
    
    
    275
    
    
    
    649
    
    
    
    Actuarial loss (gain)
    
    
    142
    
    
    
    62
    
    
    
    (29
    )Benefit obligations, end of year
    
    $
    4,544
    
    
    $
    4,104
    
    
    $
    3,147Excess of projected benefit obligation over plan assets
    
    $
    2,793
    
    
    $
    3,431
    
    
    $
    2,919Unamortized past service costs
    
    
    (613
    )
    
    
    (649
    )
    
    
    Unamortized net actuarial (loss) gain
    
    
    (366
    )
    
    
    14
    
    
    
    89Unamortized transitional obligation
    
    
    (53
    )
    
    
    
    
    
    
    Accrued net pension liability
    
    $
    1,761
    
    
    $
    2,796
    
    
    $
    3,008Employee future benefits expenseService cost
    
    $
    310
    
    
    $
    259
    
    
    $
    149Interest cost
    
    
    329
    
    
    
    244
    
    
    
    135Expected return on assets
    
    
    (72
    )
    
    
    (25
    )
    
    
    (8
    )Amortization of past service amount
    
    
    39
    
    
    
    
    
    
    
    Net expense
    
    $
    606
    
    
    $
    478
    
    
    $
    276Significant assumptions usedDiscount rate
    
    
    9
    %
    
    
    9
    %
    
    
    9
    %Expected long-term rate of return on plan assets
    
    
    9
    %
    
    
    9
    %
    
    
    9
    %Rate of compensation increase
    
    
    6
    %
    
    
    6
    %
    
    
    6
    %Estimated average remaining service life
    
    12 years
    
    12 years
    
    11 years
 19 WHEATON RIVER MINERALS LTD




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##### 



The Companys contributions have been made in accordance with actuarial valuation reports for
funding purposes which have been prepared as at December 31, 2004, 2003 and 2002. The next
valuation report for funding purposes must be as of a date no later than December 31, 2005.The weighted average asset allocations of the Companys defined benefit pension plan for certain
Mexican employees at December 31, by asset category are as follows: Asset Category
    
    2004
    
    
    2003Debt securities
    
    
    94
    %
    
    
    80
    %Equity securities
    
    
    6
    %
    
    
    20
    %Total
    
    
    100
    %
    
    
    100
    %
  (b)
    Mexico deferred profit sharingUnder Mexican tax laws, the Company is required to remit 10% of taxable income to employees as
statutory profit sharing. The provision for deferred profit sharing is based on the liability
method. Deferred profit sharing liabilities arise from the recognition of the differences between
the financial statement carrying amounts and the tax bases of certain assets and liabilities.(c)
    The Company has a defined contribution pension plan for certain Australian employees. The
current service cost for 2004 was $846,000 (2003  $552,000; 2002  $nil). 16. NON-CONTROLLING INTEREST  Non-controlling interest arose as a result of the Silver Wheaton transaction (note 3). The
details of non-controlling interest are as follows: (in thousands)Balance, beginning of year
    
    $
    Arising upon acquisition of Silver Wheaton, October 15, 2004
    
    
    19,472Increase on issuance of shares of subsidiary
    
    
    34,342Share of earnings
    
    
    707Balance, end of year
    
    $
    54,521
 17. SHAREHOLDERS EQUITY  (a)
    Shares issuedIn May 2002, the Company completed a private placement to finance the Luismin purchase whereby 110
million special warrants were issued at a price of Cdn$1.15 per special warrant for total proceeds
of $82,068,000. Each special warrant entitled the holder to acquire, without further payment, one
common share of the Company and one-half of one common share purchase warrant. Each whole common
share purchase warrant entitles the holder to acquire one common share of the Company at a price of
Cdn$1.65 per share for a period of five years following the closing. The special warrants were
subsequently converted to shares and share purchase warrants during 2002.In February 2003, the Company issued and sold 230 million subscription receipts at Cdn$1.45 per
subscription receipt by way of a private placement for gross proceeds of $217,952,000
(Cdn$333,500,000) less agents commissions and expenses of $15,934,000. Each subscription receipt
was subsequently converted into one common share and one-quarter of one common share purchase
warrant, where one whole share purchase warrant entitles the holder to purchase one common share at
a price of Cdn$1.65 before May 30, 2007. The proceeds from this private placement were used to
finance the acquisition of a 25% indirect interest in Alumbrera and 100% of Peak. WHEATON RIVER MINERALS LTD 20




---



##### 



In August 2003 the Company issued and sold 47,619,049 units at Cdn$2.10 per unit for gross proceeds
of $72,457,000 (Cdn$100,000,000) less agents commissions and expenses of $4,514,000. Each unit
was subsequently converted into one common share and one half of one Series B common share
purchase warrant, where one whole share purchase warrant entitles the holder to purchase one common
share at a price of Cdn$3.10 before August 25, 2008.In October 2003, the Company issued and sold 38.1 million units of the Company at Cdn$3.15 per unit
for gross proceeds of $89,490,000 (Cdn$120,015,000) less agents commissions and expenses of
approximately $5,103,000. Each unit was subsequently converted into one common share and one half
of one Series B common share purchase warrant, where one whole share purchase warrant entitles
the holder to purchase one common share at a price of Cdn$3.10 before August 25, 2008.In October 2003, 11,355,113 of the Companys common shares were issued as further consideration for
Luismin (note 4 (d)).In January 2004, the Company issued 33 million common shares and 21.5 million Series B common
share purchase warrants, in part, as payment for the acquisition of the Amapari gold development
project in Brazil (note 4 (a)).(b)
    WarrantsA summary of the Companys warrants at December 31, 2004, 2003, and 2002 and the changes for the
years ending on those dates is presented below: WeightedAverageWarrants
    
    
    Exercise PriceOutstanding
    
    
    (Cdn$)At January 1, 2002
    
    
    3,090,000
    
    
    $
    0.91Issued on exercise of special warrants
    
    
    64,909,997
    
    
    
    1.51Exercised
    
    
    (3,450,000
    )
    
    
    0.89At December 31, 2002
    
    
    64,549,997
    
    
    
    1.52Issued in connection with issuance of shares
    
    
    100,359,522
    
    
    
    2.27Exercised
    
    
    (9,601,400
    )
    
    
    0.76At December 31, 2003
    
    
    155,308,119
    
    
    
    2.05Issued in connection with acquisition of Amapari
    
    
    21,516,000
    
    
    
    3.10Exercised
    
    
    (476,336
    )
    
    
    1.85At December 31, 2004
    
    
    176,347,783
    
    
    $
    2.18
 The following table summarizes information about the warrants outstanding at December 31, 2004: Warrants
    
    
    Exercise PriceExpiry Date
    
    Outstanding
    
    
    (Cdn$)May 30, 2007
    
    
    112,051,609
    
    
    $
    1.65August 25, 2008
    
    
    64,296,174
    
    
    
    3.10176,347,783
    
    
    $
    2.18
  (c)
    Share purchase optionsThe Company has established a share purchase option plan whereby the Companys directors may from
time to time grant options to directors, employees or consultants. The maximum term of any option
may be ten years, but generally options are granted for five years or less. The exercise price of
an option is not less than the closing price on the Toronto Stock Exchange on the last trading day
preceding the grant date. At December 31, 2004 there were 627,566 (2003  2,057,566) options
available for grant under the plan. 21 WHEATON RIVER MINERALS LTD




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##### 



A summary of the Companys options at December 31, 2004, 2003 and 2002 and the changes for the
years ending on those dates is presented below: WeightedAverageOptions
    
    
    ExerciseOutstanding
    
    
    Price (Cdn$)At January 1, 2002
    
    
    6,118,514
    
    
    $
    0.52Granted
    
    
    3,646,000
    
    
    
    1.16Exercised
    
    
    (1,355,224
    )
    
    
    0.53Expired
    
    
    (20,400
    )
    
    
    0.29Forfeited
    
    
    (130,000
    )
    
    
    1.08At December 31, 2002
    
    
    8,258,890
    
    
    
    0.79Granted
    
    
    22,965,000
    
    
    
    2.20Exercised
    
    
    (6,620,694
    )
    
    
    1.09Forfeited
    
    
    (132,333
    )
    
    
    1.24At December 31, 2003
    
    
    24,470,863
    
    
    
    2.03Granted
    
    
    1,430,000
    
    
    
    3.77Exercised
    
    
    (5,074,366
    )
    
    
    1.27At December 31, 2004
    
    
    20,826,497
    
    
    $
    2.34
 The following table summarizes information about the options outstanding at December 31, 2004: WeightedWeighted
    
    
    AverageOptions
    
    
    Average
    
    
    RemainingOutstanding
    
    
    Exercise Price
    
    
    ContractualExercise Prices (Cdn$)
    
    and Exercisable
    
    
    (Cdn$)
    
    
    Life$0.57
    
    
    970,000
    
    
    $
    0.57
    
    
    1.4 years$1.15 to $1.92
    
    
    9,791,497
    
    
    
    1.50
    
    
    2.8 years$3.25 to $3.92
    
    
    10,065,000
    
    
    
    3.32
    
    
    3.9 years20,826,497
    
    
    $
    2.34
    
    
    3.3 years
  Share purchase options with a fair value of $1,755,000 were granted in 2004 (2003  $467,000; 2002
- $93,000). The compensation expense of $6,801,000 (2003  $467,000; 2002  $199,000) is charged
to operations over the vesting period. Included in 2004 compensation expense is $5,046,000 related
to the fair value of share purchase options granted by Silver Wheaton, a public company and
subsidiary of the Company, which was determined using an option pricing model assuming no dividends
are to be paid, a weighted average volatility of Silver Wheatons share price of 40%, an annual
risk free interest rate of 3.0% and expected lives of three years.The following table summarizes information about options granted during 2004: Share PurchaseOptions
    
    
    Exercise PriceDate Granted
    
    Expiry Date
    
    
    Granted
    
    
    (Cdn$)February 2004
    
    February 2009
    
    
    675,000
    
    
    $
    3.70March 2004
    
    March 2008
    
    
    150,000
    
    
    
    3.92June 2004
    
    June 2009
    
    
    80,000
    
    
    
    3.88September 2004
    
    September 2009
    
    
    250,000
    
    
    
    3.83December 2004
    
    December 2009
    
    
    275,000
    
    
    
    3.751,430,000
 WHEATON RIVER MINERALS
LTD       22




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##### 



(d)
    Earnings per shareThe following table sets forth the computation of diluted earnings per share: (in thousands, except per share amounts)
    
    2004
    
    
    2003
    
    
    2002Earnings available to common shareholders
    
    $
    142,121
    
    
    $
    57,659
    
    
    $
    5,602Divided by:Weighted average shares outstanding
    
    
    568,442
    
    
    
    412,035
    
    
    
    137,327Effect of dilutive securities:Share purchase options and warrants
    
    
    82,774
    
    
    
    27,179
    
    
    
    5,900Diluted weighted average shares outstanding
    
    
    651,216
    
    
    
    439,214
    
    
    
    143,227Basic earnings per share
    
    $
    0.25
    
    
    $
    0.14
    
    
    $
    0.04Diluted earnings per share
    
    $
    0.22
    
    
    $
    0.13
    
    
    $
    0.04
  The following table identifies the number of share purchase options and warrants excluded from the
computation of diluted earnings per share because the exercise prices exceeded the average fair
market price of the common shares for the year, and therefore were not dilutive: (in thousands)
    
    2004
    
    
    2003
    
    
    2002Share purchase options
    
    
    480
    
    
    
    8,870
    
    
    
    3,180Share purchase warrants
    
    
    
    
    
    
    42,847
    
    
    
    55,000
 23 WHEATON RIVER MINERALS LTD




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##### 



18. SUPPLEMENTAL CASH FLOW INFORMATION (in thousands)
    
    Note
    
    
    2004
    
    
    2003
    
    
    2002Change in non-cash working capitalAccounts receivable
    
    
    
    
    
    $
    (15,118
    )
    
    $
    12,235
    
    
    $
    (516
    )Income taxes receivable
    
    
    
    
    
    
    (2,774
    )
    
    
    
    
    
    
    Product inventory and stockpiled ore
    
    
    
    
    
    
    (2,767
    )
    
    
    (8,220
    )
    
    
    501Supplies inventory
    
    
    
    
    
    
    (62
    )
    
    
    (1,524
    )
    
    
    130Accounts payable and accrued liabilities
    
    
    
    
    
    
    8,856
    
    
    
    4,282
    
    
    
    (2,098
    )Income taxes payable
    
    
    
    
    
    
    44,724
    
    
    
    370
    
    
    
    38Other
    
    
    
    
    
    
    (10,024
    )
    
    
    (554
    )
    
    
    (296
    )$
    22,835
    
    
    $
    6,589
    
    
    $
    (2,241
    )Acquisitions, net of cash acquiredAmapari
    
    
    4
    (a)
    
    $
    (25,785
    )
    
    $
    
    
    
    $
    Los Filos and El Limón gold projects
    
    
    4
    (b)
    
    
    
    
    
    
    (89,223
    )
    
    
    Alumbrera
    
    
    4
    (c)
    
    
    
    
    
    
    (224,356
    )
    
    
    Peak
    
    
    4
    (c)
    
    
    
    
    
    
    (34,187
    )
    
    
    Luismin
    
    
    4
    (d)
    
    
    
    
    
    
    
    
    
    
    (76,886
    )$
    (25,785
    )
    
    $
    (347,766
    )
    
    $
    (76,886
    )Non-cash financing and investing activitiesShares and warrants issued on acquisition of Amapari
    
    
    4
    (a)
    
    $
    88,545
    
    
    $
    
    
    
    $
    Promissory note issued
    
    
    13
    (c)
    
    
    
    
    
    
    25,000
    
    
    
    Shares issued on acquisition of Luismin
    
    
    4
    (d)
    
    
    
    
    
    
    22,367
    
    
    
    6,805Shares issued on conversion of special warrants
    
    
    17
    
    
    
    
    
    
    
    
    
    
    
    85,178Marketable securities received on sale of property, plant and equipment
    
    
    
    
    
    
    760
    
    
    
    1,263
    
    
    
    207Operating activities included the following cash paymentsInterest paid
    
    
    
    
    
    $
    5,737
    
    
    $
    4,357
    
    
    $
    120Income taxes paid
    
    
    
    
    
    
    1,765
    
    
    
    489
    
    
    
    227
 19. RELATED PARTY TRANSACTIONS  In 2001, the Company entered into a financial advisory agreement with Endeavour Financial
Corporation (Endeavour), a corporation which until July 2004 had two directors in common. Under
the terms of this agreement, which can be cancelled on 30 days notice, Endeavour provides financial
advisory services to the Company and is entitled to a monthly fee of $10,000 and a success fee to
be negotiated based on the value of any acquisitions, dispositions and financings. During 2004,
Endeavour was paid consulting and financial advisory fees of $1,658,000 (2003 - $2,288,000; 2002 -
$1,512,000), primarily related to services provided in securing the Companys $300 million
acquisition facility. A further fee of $1,125,000 is payable to Endeavour upon the first draw down
under this facility. In addition, Endeavour will receive $5 million for services related to the
merger with Goldcorp (note 23). WHEATON RIVER MINERALS
LTD 24




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##### 



20.
    COMMITMENTSCommitments exist at Luismin, Peak, Alumbrera and Amapari for capital expenditures in 2005 of
$59,111,000. The Company rents premises and leases equipment under operating leases that expire
over the next nine years. Operating lease expense in 2004 was $2,070,000 (2003  $2,154,000; 2002
 $880,000). Following is a schedule of future minimum rental and lease payments required: (in thousands)2005
    
    $
    2,2592006
    
    
    1,2962007
    
    
    9052008
    
    
    5952009
    
    
    5255,580Thereafter
    
    
    1,084Total minimum payments required
    
    $
    6,664
  21.
    SEGMENTED INFORMATIONThe Companys reportable operating and geographical segments are summarized in the table below.
Information pertaining to Luismin, Los Filos and El Limón is reported as one segment, being
Mexico. Consolidated Statements of Operations
    
    2004Silver(in thousands)
    
    Mexico
    
    
    Australia
    
    
    Argentina
    
    
    Brazil
    
    
    Wheaton
    
    
    Corporate
    
    
    Elimination
    
    
    TotalSales
    
    $
    91,506
    
    
    $
    63,023
    
    
    $
    262,054
    
    
    $
    
    
    
    $
    10,986
    
    
    $
    (2,977
    )
    
    $
    (5,410
    )
    
    $
    419,182Cost of sales
    
    
    39,500
    
    
    
    30,092
    
    
    
    80,519
    
    
    
    
    
    
    
    5,870
    
    
    
    
    
    
    
    (5,410
    )
    
    
    150,571Depreciation and depletion
    
    
    9,811
    
    
    
    7,108
    
    
    
    30,364
    
    
    
    
    
    
    
    797
    
    
    
    
    
    
    
    (582
    )
    
    
    47,498Royalties
    
    
    
    
    
    
    1,995
    
    
    
    5,343
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,33849,311
    
    
    
    39,195
    
    
    
    116,226
    
    
    
    
    
    
    
    6,667
    
    
    
    
    
    
    
    (5,992
    )
    
    
    205,407Earnings from mining
operations
    
    
    42,195
    
    
    
    23,828
    
    
    
    145,828
    
    
    
    
    
    
    
    4,319
    
    
    $
    (2,977
    )
    
    
    582
    
    
    
    213,775General and administrative
expenses
    
    
    (4,814
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (389
    )
    
    
    (7,772
    )
    
    
    
    
    
    
    (12,975
    )Interest and finance fees
    
    
    (329
    )
    
    
    (158
    )
    
    
    (1,931
    )
    
    
    
    
    
    
    
    
    
    
    (3,453
    )
    
    
    
    
    
    
    (5,871
    )Other (expenses) income
    
    
    (1,261
    )
    
    
    (999
    )
    
    
    (2,821
    )
    
    
    268
    
    
    
    (2,165
    )
    
    
    (9,979
    )
    
    
    
    
    
    
    (16,957
    )Earnings before income taxes
    
    
    35,791
    
    
    
    22,671
    
    
    
    141,076
    
    
    
    268
    
    
    
    1,765
    
    
    
    (24,181
    )
    
    
    582
    
    
    
    177,972Income tax (expense) recovery
    
    
    4,086
    
    
    
    (4,282
    )
    
    
    (36,525
    )
    
    
    
    
    
    
    
    
    
    
    1,577
    
    
    
    
    
    
    
    (35,144
    )Non-controlling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (707
    )
    
    
    
    
    
    
    
    
    
    
    (707
    )Net earnings
    
    $
    39,877
    
    
    $
    18,389
    
    
    $
    104,551
    
    
    $
    268
    
    
    $
    1,058
    
    
    $
    (22,604
    )
    
    $
    582
    
    
    $
    142,121
 25 WHEATON RIVER MINERALS LTD




---



##### 



Consolidated Statements of Operations
    2003(in thousands)
    
    Mexico
    
    
    Australia
    
    
    Argentina
    
    
    Corporate
    
    
    TotalSales
    
    $
    66,251
    
    
    $
    36,475
    
    
    $
    109,907
    
    
    $
    
    
    
    $
    212,633Cost of sales
    
    
    34,422
    
    
    
    24,301
    
    
    
    33,231
    
    
    
    
    
    
    
    91,954Depreciation and depletion
    
    
    6,242
    
    
    
    4,254
    
    
    
    21,897
    
    
    
    
    
    
    
    32,393Royalties
    
    
    26
    
    
    
    1,002
    
    
    
    2,684
    
    
    
    
    
    
    
    3,71240,690
    
    
    
    29,557
    
    
    
    57,812
    
    
    
    
    
    
    
    128,059Earnings from mining operations
    
    
    25,561
    
    
    
    6,918
    
    
    
    52,095
    
    
    
    
    
    
    
    84,574General and administrative expenses
    
    
    (4,816
    )
    
    
    
    
    
    
    
    
    
    
    (4,838
    )
    
    
    (9,654
    )Interest and finance fees
    
    
    (264
    )
    
    
    (46
    )
    
    
    (1,919
    )
    
    
    (2,089
    )
    
    
    (4,318
    )Other (expenses) income
    
    
    (1,898
    )
    
    
    (112
    )
    
    
    1,012
    
    
    
    5,775
    
    
    
    4,777Equity in earnings of Minera Alumbrera Ltd.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,324
    
    
    
    7,324Earnings before income taxes
    
    
    18,583
    
    
    
    6,760
    
    
    
    51,188
    
    
    
    6,172
    
    
    
    82,703Income tax expense
    
    
    (7,781
    )
    
    
    (1,483
    )
    
    
    (15,356
    )
    
    
    (424
    )
    
    
    (25,044
    )Net earnings
    
    $
    10,802
    
    
    $
    5,277
    
    
    $
    35,832
    
    
    $
    5,748
    
    
    $
    57,659
 Consolidated Statements of Operations
    2002(in thousands)
    
    Mexico
    
    
    Corporate
    
    
    TotalSales
    
    $
    34,693
    
    
    $
    
    
    
    $
    34,693Cost of sales
    
    
    19,355
    
    
    
    
    
    
    
    19,355Depreciation and depletion
    
    
    3,028
    
    
    
    
    
    
    
    3,028Royalties
    
    
    28
    
    
    
    
    
    
    
    2822,411
    
    
    
    
    
    
    
    22,411Earnings from mining operations
    
    
    12,282
    
    
    
    
    
    
    
    12,282General and administrative expenses
    
    
    (3,899
    )
    
    
    (2,430
    )
    
    
    (6,329
    )Interest and finance fees
    
    
    (82
    )
    
    
    (405
    )
    
    
    (487
    )Other (expenses) income
    
    
    (700
    )
    
    
    3,289
    
    
    
    2,589Earnings before income taxes
    
    
    7,601
    
    
    
    454
    
    
    
    8,055Income tax (expense) recovery
    
    
    (2,611
    )
    
    
    158
    
    
    
    (2,453
    )Net earnings
    
    $
    4,990
    
    
    $
    612
    
    
    $
    5,602
 Consolidated Balance Sheets
    2004Silver(in thousands)
    
    Mexico
    
    
    Australia
    
    
    Argentina
    
    
    Brazil
    
    
    Wheaton
    
    
    Corporate
    
    
    TotalCash and cash equivalents
    
    $
    24,631
    
    
    $
    901
    
    
    $
    31,974
    
    
    $
    1,498
    
    
    $
    19,989
    
    
    $
    82,138
    
    
    $
    161,131Other current assets
    
    
    12,918
    
    
    
    17,925
    
    
    
    58,346
    
    
    
    80
    
    
    
    690
    
    
    
    3,503
    
    
    
    93,462Property, plant and equipment
    
    
    317,641
    
    
    
    39,641
    
    
    
    228,761
    
    
    
    168,521
    
    
    
    
    
    
    
    272
    
    
    
    754,836Other non-current assets
    
    
    3,697
    
    
    
    6,459
    
    
    
    59,512
    
    
    
    19
    
    
    
    77,763
    
    
    
    17,406
    
    
    
    164,856$
    358,887
    
    
    $
    64,926
    
    
    $
    378,593
    
    
    $
    170,118
    
    
    $
    98,442
    
    
    $
    103,319
    
    
    $
    1,174,285Current liabilities
    
    $
    14,921
    
    
    $
    5,997
    
    
    $
    62,931
    
    
    $
    592
    
    
    $
    1,521
    
    
    $
    3,148
    
    
    $
    89,110Other non-current liabilities
    
    
    94,170
    
    
    
    6,333
    
    
    
    59,624
    
    
    
    
    
    
    
    
    
    
    
    76,364
    
    
    
    236,491Inter-company balances
    
    
    194,127
    
    
    
    28,930
    
    
    
    108,331
    
    
    
    169,258
    
    
    
    41,342
    
    
    
    (541,988
    )
    
    
    -Non-controlling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,521
    
    
    
    
    
    
    
    54,521Shareholders equity
    
    
    55,669
    
    
    
    23,666
    
    
    
    147,707
    
    
    
    268
    
    
    
    1,058
    
    
    
    565,795
    
    
    
    794,163$
    358,887
    
    
    $
    64,926
    
    
    $
    378,593
    
    
    $
    170,118
    
    
    $
    98,442
    
    
    $
    103,319
    
    
    $
    1,174,285Capital asset expenditures
    
    $
    34,082
    
    
    $
    11,733
    
    
    $
    8,068
    
    
    $
    36,623
    
    
    $
    
    
    
    $
    140
    
    
    $
    90,646
 WHEATON RIVER MINERALS LTD 26




---



##### 



Consolidated Balance Sheets
    
    2003(in thousands)
    
    Mexico
    
    
    Australia
    
    
    Argentina
    
    
    Corporate
    
    
    TotalCash and cash equivalents
    
    $
    7,762
    
    
    $
    521
    
    
    $
    56,054
    
    
    $
    87,541
    
    
    $
    151,878Other current assets
    
    
    9,520
    
    
    
    5,666
    
    
    
    56,420
    
    
    
    1,296
    
    
    
    72,902Property, plant and equipment
    
    
    293,370
    
    
    
    39,144
    
    
    
    251,057
    
    
    
    340
    
    
    
    583,911Other non-current assets
    
    
    4,619
    
    
    
    6,098
    
    
    
    59,170
    
    
    
    12,427
    
    
    
    82,314$
    315,271
    
    
    $
    51,429
    
    
    $
    422,701
    
    
    $
    101,604
    
    
    $
    891,005Current liabilities other than long-term debt
    
    $
    10,932
    
    
    $
    5,418
    
    
    $
    18,345
    
    
    $
    1,601
    
    
    $
    36,296Long-term debt
    
    
    
    
    
    
    
    
    
    
    57,980
    
    
    
    64,443
    
    
    
    122,423Other non-current liabilities
    
    
    99,240
    
    
    
    7,767
    
    
    
    67,847
    
    
    
    1,314
    
    
    
    176,168Inter-company balances
    
    
    189,307
    
    
    
    32,967
    
    
    
    235,373
    
    
    
    (457,647
    )
    
    
    Shareholders equity
    
    
    15,792
    
    
    
    5,277
    
    
    
    43,156
    
    
    
    491,893
    
    
    
    556,118$
    315,271
    
    
    $
    51,429
    
    
    $
    422,701
    
    
    $
    101,604
    
    
    $
    891,005Capital asset expenditures
    
    $
    15,780
    
    
    $
    9,653
    
    
    $
    3,411
    
    
    $
    166
    
    
    $
    29,010
 22. DIFFERENCES IN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES BETWEEN CANADA AND THE UNITED STATES These financial statements are prepared in accordance with accounting principles generally accepted
in Canada (Canadian GAAP). The differences between Canadian GAAP and accounting principles
generally accepted in the United States (US GAAP) as they relate to these financial statements
are summarized below: Consolidated Statements of Operations
    
    2004AlumbreraCanadian
    
    
    Equity
    
    
    US GAAP
    
    
    US(in thousands, except per share amounts)
    
    GAAP
    
    
    Adjustment (a)
    
    
    Adjustments
    
    
    GAAPSales
    
    $
    419,182
    
    
    $
    (262,054
    )
    
    $
    
    
    
    $
    157,128Cost of sales
    
    
    150,571
    
    
    
    (80,519
    )
    
    
    
    
    
    
    70,052Depreciation and depletion
    
    
    47,498
    
    
    
    (30,364
    )
    
    
    5,177
    (c)
    
    
    22,311Royalties
    
    
    7,338
    
    
    
    (5,343
    )
    
    
    
    
    
    
    1,995General and administrative expenses
    
    
    12,975
    
    
    
    
    
    
    
    
    
    
    
    12,975Other expense
    
    
    16,957
    
    
    
    (2,821
    )
    
    
    (6,801)
    (g)
    
    
    7,335235,339
    
    
    
    (119,047
    )
    
    
    (1,624
    )
    
    
    114,668Earnings from operations
    
    
    183,843
    
    
    
    (143,007
    )
    
    
    1,624
    
    
    
    42,460Interest and finance fees
    
    
    (5,871
    )
    
    
    1,931
    
    
    
    
    
    
    
    (3,940
    )Gain on derivative instruments
    
    
    
    
    
    
    
    
    
    
    553
    (e)
    
    
    553Equity in earnings of Minera Alumbrera Ltd
    
    
    
    
    
    
    104,551
    
    
    
    1,701
    (e)
    
    
    106,252Earnings before income taxes
    
    
    177,972
    
    
    
    (36,525
    )
    
    
    3,878
    
    
    
    145,325Income tax (expense) recovery
    
    
    (35,144
    )
    
    
    36,525
    
    
    
    1,042
    (d)
    
    
    2,423Non-controlling interest
    
    
    (707
    )
    
    
    
    
    
    
    (1,281)
    (g)
    
    
    (1,988
    )Net earnings
    
    $
    142,121
    
    
    $
    
    
    
    $
    3,639
    
    
    $
    145,760Other comprehensive incomeMarketable securities
    
    
    
    
    
    
    
    
    
    
    2,302
    (b)
    
    
    2,302Comprehensive income
    
    $
    142,121
    
    
    $
    
    
    
    $
    5,941
    
    
    $
    148,062Earnings per share  basic
    
    $
    0.25
    
    
    
    
    
    
    
    
    
    
    $
    0.26Earnings per share  diluted
    
    $
    0.22
    
    
    
    
    
    
    
    
    
    
    $
    0.23
 27   WHEATON RIVER MINERALS LTD




---



##### 



Consolidated Statements of Operations
    2003AlumbreraCanadian
    
    
    Equity
    
    
    US GAAP
    
    
    US(in thousands, except per share amounts)
    
    GAAP
    
    
    Adjustment (a)
    
    
    Adjustments
    
    
    GAAPSales
    
    $
    212,633
    
    
    $
    (109,907
    )
    
    $
    
    
    
    $
    102,726Cost of sales
    
    
    91,954
    
    
    
    (33,231
    )
    
    
    
    
    
    
    58,723Depreciation and depletion
    
    
    34,171
    
    
    
    (21,897
    )
    
    
    3,548
    (c)
    
    
    15,822Royalties and reclamation
    
    
    4,505
    
    
    
    (2,976
    )
    
    
    
    
    
    
    1,529General and administrative expenses
    
    
    9,654
    
    
    
    
    
    
    
    
    
    
    
    9,654Other income
    
    
    (7,348
    )
    
    
    1,304
    
    
    
    
    
    
    
    (6,044
    )132,936
    
    
    
    (56,800
    )
    
    
    3,548
    
    
    
    79,684Earnings from operations
    
    
    79,697
    
    
    
    (53,107
    )
    
    
    (3,548
    )
    
    
    23,042Interest and finance fees
    
    
    (4,318
    )
    
    
    1,919
    
    
    
    
    
    
    
    (2,399
    )Loss on derivative instruments
    
    
    
    
    
    
    
    
    
    
    (2,121)
    (e)
    
    
    (2,121
    )Equity in earnings of Minera Alumbrera Ltd
    
    
    7,324
    
    
    
    35,832
    
    
    
    (1,615)
    (e)
    
    
    41,541Earnings before income taxes
    
    
    82,703
    
    
    
    (15,356
    )
    
    
    (7,284
    )
    
    
    60,063Income tax (expense) recovery
    
    
    (25,044
    )
    
    
    15,356
    
    
    
    1,678
    (d)
    
    
    (8,010
    )Net earnings
    
    $
    57,659
    
    
    $
    
    
    
    $
    (5,606
    )
    
    $
    52,053Other
comprehensive incomeMarketable securities
    
    
    
    
    
    
    
    
    
    
    (1,048)
    (b)
    
    
    (1,048
    )Comprehensive income
    
    $
    57,659
    
    
    $
    
    
    
    $
    (6,654
    )
    
    $
    51,005Earnings per share  basic
    
    $
    0.14
    
    
    
    
    
    
    
    
    
    
    $
    0.13Earnings per share  diluted
    
    $
    0.13
    
    
    
    
    
    
    
    
    
    
    $
    0.12
 Consolidated Statements of Operations
    2002AlumbreraCanadian
    
    
    Equity
    
    
    US GAAP
    
    
    US(in thousands, except per share amounts)
    
    GAAP
    
    
    Adjustment (a)
    
    
    Adjustments
    
    
    GAAPSales
    
    $
    34,693
    
    
    $
    
    
    
    $
    
    
    
    $
    34,693Cost of sales
    
    
    19,355
    
    
    
    
    
    
    
    
    
    
    
    19,355Depreciation and depletion
    
    
    3,136
    
    
    
    
    
    
    
    1,166
    (c)
    
    
    4,302Royalties and reclamation
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    75General and administrative expenses
    
    
    6,329
    
    
    
    
    
    
    
    
    
    
    
    6,329Other income
    
    
    (2,744
    )
    
    
    
    
    
    
    
    
    
    
    (2,744
    )26,151
    
    
    
    
    
    
    
    1,166
    
    
    
    27,317Earnings from operations
    
    
    8,542
    
    
    
    
    
    
    
    (1,166
    )
    
    
    7,376Interest and finance fees
    
    
    (487
    )
    
    
    
    
    
    
    
    
    
    
    (487
    )Earnings before income taxes
    
    
    8,055
    
    
    
    
    
    
    
    (1,166
    )
    
    
    6,889Income tax expense
    
    
    (2,453
    )
    
    
    
    
    
    
    373
    (d)
    
    
    (2,080
    )Net earnings
    
    $
    5,602
    
    
    $
    
    
    
    $
    (793
    )
    
    $
    4,809Other
comprehensive incomeMarketable securities
    
    
    
    
    
    
    
    
    
    
    1,247
    (b)
    
    
    1,247Comprehensive income
    
    $
    5,602
    
    
    $
    
    
    
    $
    454
    
    
    $
    6,056Earnings per share  basic
    
    $
    0.04
    
    
    
    
    
    
    
    
    
    
    $
    0.04Earnings per share  diluted
    
    $
    0.04
    
    
    
    
    
    
    
    
    
    
    $
    0.03
 WHEATON RIVER MINERALS LTD
  28




---



##### 



Consolidated Balance Sheets
    
    
    
    
    
    2004AlumbreraCanadian
    
    
    Equity
    
    
    US GAAP
    
    
    US(in thousands)
    
    GAAP
    
    
    Adjustment (a)
    
    
    Adjustments
    
    
    GAAPAssetsCurrentCash and cash equivalents
    
    $
    161,131
    
    
    $
    (31,974
    )
    
    $
    
    
    
    $
    129,157Accounts receivable (net of $73 allowance)
    
    
    46,994
    
    
    
    (31,511
    )
    
    
    
    
    
    
    15,483Other current assets
    
    
    46,468
    
    
    
    (26,835
    )
    
    
    2,862
    (b)
    
    
    22,495254,593
    
    
    
    (90,320
    )
    
    
    2,862
    
    
    
    167,135Property, plant and equipment
    
    
    754,836
    
    
    
    (228,761
    )
    
    
    (9,891)
    (c)
    
    
    516,184Investment in Minera Alumbrera Ltd
    
    
    
    
    
    
    256,038
    
    
    
    (137)
    (e)
    
    
    255,901Other non-current assets
    
    
    164,856
    
    
    
    (59,512
    )
    
    
    (1,568)
    (e)
    
    
    103,776$
    1,174,285
    
    
    $
    (122,555
    )
    
    $
    (8,734
    )
    
    $
    1,042,996LiabilitiesCurrent
    
    $
    89,110
    
    
    $
    (62,931
    )
    
    $
    
    
    
    $
    26,179Non-current liabilities
    
    
    236,491
    
    
    
    (59,624
    )
    
    
    (7,081) (d,g
    )
    
    
    169,786325,601
    
    
    
    (122,555
    )
    
    
    (7,081
    )
    
    
    195,965Non-controlling interest
    
    
    54,521
    
    
    
    
    
    
    
    
    
    
    
    54,521Shareholders equity
    
    
    794,163
    
    
    
    
    
    
    
    (1,653
    )
    
    
    792,510$
    1,174,285
    
    
    $
    (122,555
    )
    
    $
    (8,734
    )
    
    $
    1,042,996
 Consolidated Balance Sheets
    
    
    
    
    
    
    
    
    
    2003AlumbreraCanadian
    
    
    Equity
    
    
    US GAAP
    
    
    US(in thousands)
    
    GAAP
    
    
    Adjustment (a)
    
    
    Adjustments
    
    
    GAAPAssetsCash and cash equivalents
    
    $
    151,878
    
    
    $
    (56,054
    )
    
    $
    
    
    
    $
    95,824Accounts receivable (net of $73 allowance)
    
    
    31,824
    
    
    
    (25,129
    )
    
    
    
    
    
    
    6,695Other current assets
    
    
    41,078
    
    
    
    (31,291
    )
    
    
    560
    (b)
    
    
    10,347224,780
    
    
    
    (112,474
    )
    
    
    560
    
    
    
    112,866Property, plant and equipment
    
    
    583,911
    
    
    
    (251,057
    )
    
    
    (4,714)
    (c)
    
    
    328,140Investment in Minera Alumbrera Ltd
    
    
    
    
    
    
    278,529
    
    
    
    (1,615)
    (e)
    
    
    276,914Other non-current assets
    
    
    82,314
    
    
    
    (59,170
    )
    
    
    (2,121)
    (e)
    
    
    21,023$
    891,005
    
    
    $
    (144,172
    )
    
    $
    (7,890
    )
    
    $
    738,943LiabilitiesCurrentCurrent liabilities other than long-term debt
    
    $
    36,296
    
    
    $
    (18,345
    )
    
    $
    
    
    
    $
    17,951Current portion of long-term debt
    
    
    41,000
    
    
    
    (26,400
    )
    
    
    
    
    
    
    14,60077,296
    
    
    
    (44,745
    )
    
    
    
    
    
    
    32,551Long-term debt
    
    
    81,423
    
    
    
    (31,580
    )
    
    
    
    
    
    
    49,843Other non-current liabilities
    
    
    176,168
    
    
    
    (67,847
    )
    
    
    (2,051)
    (d)
    
    
    106,270334,887
    
    
    
    (144,172
    )
    
    
    (2,051
    )
    
    
    188,664Shareholders equity
    
    
    556,118
    
    
    
    
    
    
    
    (5,839
    )
    
    
    550,279$
    891,005
    
    
    $
    (144,172
    )
    
    $
    (7,890
    )
    
    $
    738,943
 29 WHEATON RIVER MINERALS LTD




---



##### 



Share(dollars, shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Share Purchase
    
    
    Purchase
    
    
    Con-
    
    
    Compre-
    
    
    Retainedand warrants
    
    Common Shares
    
    Special Warrants
    
    Warrants
    
    
    Options
    
    
    tributed
    
    
    hensive
    
    
    Earningsin thousands)
    
    Shares
    
    
    Amount
    
    
    Warrants
    
    
    Amount
    
    
    Warrants
    
    
    Amount
    
    
    Amount
    
    
    Surplus
    
    
    Income
    
    
    (Deficit)
    
    
    TotalAt January 1, 2002
    
    
    56,601
    
    
    $
    28,990
    
    
    
    9,910
    
    
    $
    3,201
    
    
    
    3,090
    
    
    $
    398
    
    
    $
    406
    
    
    $
    704
    
    
    $
    (1,487
    )
    
    $
    (15,535
    )
    
    $
    16,677Special warrants
issued
    
    
    
    
    
    
    
    
    
    
    110,000
    
    
    
    82,068
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,068Special warrants
exercised
    
    
    119,910
    
    
    
    66,246
    
    
    
    (119,910
    )
    
    
    (85,269
    )
    
    
    64,910
    
    
    
    19,023
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock purchase
options exercised
    
    
    1,355
    
    
    
    411
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    411Warrants exercised
    
    
    3,450
    
    
    
    2,454
    
    
    
    
    
    
    
    
    
    
    
    (3,450
    )
    
    
    (444
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,010Shares issued on
acquisition of
Luismin
    
    
    9,084
    
    
    
    6,805
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,805Share issue costs
    
    
    
    
    
    
    (5,251
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,251
    )Fair value of share
purchase options
issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    93Marketable
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,247
    
    
    
    
    
    
    
    1,247Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,809
    
    
    
    4,809At December 31, 2002
    
    
    190,400
    
    
    
    99,655
    
    
    
    
    
    
    
    
    
    
    
    64,550
    
    
    
    18,977
    
    
    
    499
    
    
    
    704
    
    
    
    (240
    )
    
    
    (10,726
    )
    
    
    108,869Share purchase
options exercised
    
    
    6,621
    
    
    
    5,431
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,431Warrants exercised
    
    
    9,602
    
    
    
    6,542
    
    
    
    
    
    
    
    
    
    
    
    (9,602
    )
    
    
    (1,350
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,192Shares issued
    
    
    327,074
    
    
    
    357,896
    
    
    
    
    
    
    
    
    
    
    
    100,360
    
    
    
    44,370
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    402,266Share issue costs,
net of tax
    
    
    
    
    
    
    (22,951
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,951
    )Fair value of share
purchase options
issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    467
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    467Marketable
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,048
    )
    
    
    
    
    
    
    (1,048
    )Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,053
    
    
    
    52,053At December 31, 2003
    
    
    533,697
    
    
    
    446,573
    
    
    
    
    
    
    
    
    
    
    
    155,308
    
    
    
    61,997
    
    
    
    966
    
    
    
    704
    
    
    
    (1,288
    )
    
    
    41,327
    
    
    
    550,279Share purchase
options exercised
    
    
    5,074
    
    
    
    5,098
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,098Warrants exercised
    
    
    476
    
    
    
    862
    
    
    
    
    
    
    
    
    
    
    
    (476
    )
    
    
    (190
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672Shares and warrants
issued on
acquisition of
Amapari (note 4
(a))
    
    
    33,000
    
    
    
    71,885
    
    
    
    
    
    
    
    
    
    
    
    21,516
    
    
    
    16,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88,545Share issue costs,
net of tax
    
    
    
    
    
    
    (146
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (146
    )Fair value of share
purchase options
issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Marketable
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,302
    
    
    
    
    
    
    
    2,302Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    145,760
    
    
    
    145,760At December 31, 2004
    
    
    572,247
    
    
    $
    524,272
    
    
    
    
    
    
    $
    
    
    
    
    176,348
    
    
    $
    78,467
    
    
    $
    966
    
    
    $
    704
    
    
    $
    1,014
    
    
    $
    187,087
    
    
    $
    792,510
 WHEATON RIVER MINERALS LTD 30




---



##### 



(in thousands)
    
    2004
    
    
    2003
    
    
    2002Consolidated Statements of Cash FlowsOperating activitiesOperating activities under Canadian GAAP
    
    $
    207,814
    
    
    $
    126,678
    
    
    $
    4,361Alumbrera equity adjustment (a)
    
    
    (33,128
    )
    
    
    (57,801
    )
    
    
    Operating activities under US GAAP
    
    $
    174,686
    
    
    $
    68,877
    
    
    $
    4,361Financing
activitiesFinancing activities under Canadian GAAP
    
    $
    (42,401
    )
    
    $
    375,024
    
    
    $
    79,238Alumbrera equity adjustment (a)
    
    
    57,980
    
    
    
    19,362
    
    
    
    Financing activities under US GAAP
    
    $
    15,579
    
    
    $
    394,386
    
    
    $
    79,238Investing activitiesInvesting activities under Canadian GAAP
    
    $
    (156,160
    )
    
    $
    (372,760
    )
    
    $
    (62,398
    )Alumbrera equity adjustment (a)
    
    
    (772
    )
    
    
    (17,615
    )
    
    
    Investing activities under US GAAP
    
    $
    (156,932
    )
    
    $
    (390,375
    )
    
    $
    (62,398
    )Increase in cash and cash equivalents under US GAAP
    
    $
    33,333
    
    
    $
    72,888
    
    
    $
    21,201Cash and cash equivalents, beginning of year under US GAAP
    
    
    95,824
    
    
    
    22,936
    
    
    
    1,735Cash and cash equivalents, end of year under US GAAP
    
    $
    129,157
    
    
    $
    95,824
    
    
    $
    22,936
 (a) Joint Venture Under Canadian GAAP, the Company has accounted for its joint venture interest in Alumbrera on a
proportionate consolidation basis. Under US GAAP, the Company is required to equity account for
its investment in Alumbrera and record in earnings its proportionate share of Alumbrera net income
in accordance with US GAAP. (b) Marketable securities Marketable securities are carried at the lower of cost and market value under Canadian GAAP. Under
Statement of Financial Accounting Standards (SFAS) 115, portfolio investments classified as
available-for-sale securities are recorded at market value. The resulting gains or losses are
included in the determination of other comprehensive income. (c) Depreciation and depletion Under Canadian GAAP, depletion expense is calculated in reference to proven and probable reserves
and a portion of resources, whereas under US GAAP, depletion expense is calculated in reference to
proven and probable reserves only. (d) Income taxes Under Canadian GAAP, future income taxes are calculated based on enacted or substantively enacted
tax rates applicable to future years. Under US GAAP, only enacted rates are used in the
calculation of future income taxes. This difference in GAAP did not result in a difference in the
financial position, results of operations or cash flows of the Company for the years ended December
31, 2004, 2003 and 2002. US GAAP adjustments have been tax affected based on enacted statutory tax rates applicable to the
relevant jurisdiction. (e) Accounting for derivative instruments and hedging activities SFAS 133, Accounting for Derivative Instruments and Hedging Activities, is effective for all
fiscal years beginning after June 15, 2000 and standardizes the accounting for derivative
instruments. The Company has chosen, for US GAAP purposes, to mark its foreign exchange, gold and
interest rate derivative contracts to market. The Companys put options on future gold production
have been excluded from the mark-to-market calculation as it expects to deliver into these
contracts in the normal course of business. 31   WHEATON RIVER MINERALS LTD




---



##### 



(f) Share purchase warrants The Company, from time to time, issues special warrants or units which are normally comprised of a
common share and either a whole or portion of a share purchase warrant. The special warrant is
issued at the current market value of the common share and the share purchase warrant is
exercisable at or higher than market value. Under Canadian GAAP the proceeds of the special
warrant are allocated to the common share with no value being assigned to the share purchase
warrant. Under US GAAP the gross proceeds would be allocated between the shares and warrants based
on the relative fair value of the special warrant components at the date the Company has a
contractual liability to issue the special warrants. Prior to 2001, the Company issued share purchase warrants in connection with the acquisition of a
mineral property and the issuance of debt. Under Canadian GAAP, no values were assigned to these
purchase warrants. Under US GAAP, these warrants would be recorded at their fair values and be
recorded as additional paid in capital at the date of issuance. (g) Stock-based compensation For Canadian GAAP purposes
the Company adopted the amended recommendations of the CICA Handbook Section 3870, Stock-based Compensation and Other Stock-based Payments effective January
1, 2004. Under the amended standards of this Section, the fair value of all stock-based awards
granted are estimated using the Black-Scholes model and are recorded in operations over their
vesting periods. The compensation cost related to share purchase options granted after January 1,
2004 is recorded in operations. Previously, the Company provided note disclosure of pro forma net
earnings and pro forma earnings per share as if the fair value based method had been used to
account for share purchase options granted to employees, directors and officers after January 1,
2002. The amended recommendations have been applied retroactively for Canadian GAAP purposes from
January 1, 2002 without restatement of prior periods. For US GAAP purposes the Company accounts for stock-based compensation to employees and directors
under Accounting Principles Board Opinion (APB) 25, Accounting for Stock Issued to Employees,
using the intrinsic value based method whereby compensation expense is recorded for the excess, if
any, of the quoted market price at the date granted over the exercise price. No compensation cost
has been recorded in 2004, 2003 and 2002, respectively, under this method. SFAS 123, Accounting for Stock-Based Compensation, requires the use of the fair value based
method of accounting for stock options. Under this method, compensation cost is measured at the
grant date based on the fair value of the options granted and is recognized over the vesting
period. SFAS 123, however, allows the Company to continue to measure the compensation expense of
employees in accordance with APB 25. The Company has adopted the disclosure-only provisions of
SFAS 123. The following pro forma financial information presents the net earnings for the years ended
December 31 and the earnings per share had the Company adopted SFAS 123 for all stock options
issued to directors, officers and employees. (in thousands)
    
    2004
    
    
    2003
    
    
    2002Net earnings for the period under US GAAP
    
    $
    145,760
    
    
    $
    52,053
    
    
    $
    4,809Additional stock-based compensation expense, net of non-controlling interest effect
    
    
    (5,520
    )
    
    
    (15,925
    )
    
    
    (923
    )Pro forma net earnings
    
    $
    140,240
    
    
    $
    36,128
    
    
    $
    3,886Pro forma basic earnings per share
    
    $
    0.25
    
    
    $
    0.09
    
    
    $
    0.03Pro forma diluted earnings per share
    
    $
    0.22
    
    
    $
    0.08
    
    
    $
    0.03
 (h) Financial statement presentation For US GAAP purposes, the measure Earnings from mining operations is not a recognized term and
would therefore not be presented. Instead, Earnings from operations has been calculated as net
earnings, before interest and finance fees, derivative instruments, equity in earnings of Minera
Alumbrera Ltd and income taxes. WHEATON RIVER MINERALS LTD
  32




---



##### 



(i) Foreign currency translation Under Canadian GAAP, as a result of the Companys adoption of the US dollar as its functional
currency, the Companys consolidated financial statements for the year ended December 31, 2001,
have been translated from Canadian dollars into US dollars at a rate of $1 to $1.5935. Under US GAAP, this change in the functional currency would require a restatement of the Companys
financial statements whereby monetary assets and liabilities of the Company would be translated
into US dollars at the exchange rate in effect at the balance sheet date and non-monetary assets,
liabilities and share capital at the exchange rates in effect at the time of acquisition or issue.
Revenues, expenses and financing and investing activities would be translated at rates
approximating exchange rates in effect at the time of
the transactions. Under Canadian GAAP, the Companys foreign currency denominated subsidiaries were translated into
Canadian dollars whereby monetary items were translated at the rate of exchange in effect at the
balance sheet date and non-monetary items were translated at historical exchange rates. The
resulting Canadian dollar denominated subsidiary statements were translated into US dollars at a
rate of $1 to $1.5935. Under US GAAP, the Companys foreign currency denominated subsidiaries
would be translated using the method whereby assets and liabilities would be translated at foreign
exchange rates in effect at the balance sheet date and revenues and expenses would be translated at
average foreign exchange rates in effect during the period. Adjustments arising from the
translation of the Companys foreign currency denominated subsidiaries would be deferred and
recorded under a separate component of Shareholders Equity. The Company has recorded an amount of
$1,848,000 in Other Comprehensive Income. (j) Pro forma information on business combinations Under US GAAP, SFAS 141 requires disclosure of certain pro forma information when a business
combination is effected. The following table presents the unaudited pro forma results of
operations for informational purposes, assuming that the Company had acquired Amapari at the
beginning of 2003, Alumbrera and Peak at the beginning of 2002, and Luismin at the beginning of
2001. Pro forma earnings for 2004 are not presented as there is no material impact of the January
9, 2004, Amapari acquisition. (in thousands)
    
    2003
    
    
    2002Sales
    
    $
    110,413
    
    
    $
    99,540Net earnings
    
    
    75,149
    
    
    
    25,181Pro forma basic earnings per share
    
    $
    0.17
    
    
    $
    0.07Pro forma diluted earnings per share
    
    $
    0.16
    
    
    $
    0.07
 The pro forma results of operations give effect to certain adjustments including the increase in
depletion, depreciation and amortization resulting from adjustments to asset carrying values on the
acquisitions of Alumbrera, Peak and Luismin. The pro forma basic and diluted earnings per share
have been calculated assuming the special warrants and common shares issued in connection with the
acquisitions of Amapari, Alumbrera/Peak, and Luismin were issued at the beginning of 2003, 2002 and
2001 respectively. This information may not be necessarily indicative of the future combined
results of operations of the Company. (k) Recently released accounting standards In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS 153 which deals
with the accounting for the exchanges of non-monetary assets and is an amendment of APB 29. SFAS
153 eliminates the exception from using fair market value for non-monetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance, as defined. This Standard is effective for non-monetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not
believe that the application of SFAS 153 will have an impact on the consolidated financial
statements, under US GAAP. 33 WHEATON RIVER MINERALS LTD




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In December 2004, the
FASB issued SFAS 123(R), Share-Based Payment, which establishes accounting
standards for all transactions in which an entity exchanges its equity instruments for goods and
services. This Statement focuses primarily on accounting for transactions with employees, and
carries forward without change, prior guidance for share-based payments for transactions with
non-employees. It eliminates the intrinsic value measurement objective in APB 25 and generally
requires the Company to measure the cost of employee services received in exchange for an award of
equity instruments based on
the fair value of the award on the date of the grant. The Standard requires the fair value on the
grant date to be estimated using either an option-pricing model which is consistent with the terms
of the award or a market observed price, if such a price exists. Such cost must be recognized over
the period during which an employee is required to provide service in exchange for the award. The
Standard also requires the Company to estimate the number of instruments that will ultimately be
issued, rather than accounting for forfeitures as they occur. The Company is required to apply
SFAS 123(R) to all awards granted, modified or settled in the first reporting period under US GAAP
after June 15, 2005. The Company is determining the effect that this Standard would have on the
financial position or results of operations in the future. In November 2004, the FASB issued SFAS 151 which clarifies the accounting for abnormal amounts of
idle facility expense, freight, handling costs and wasted material as they relate to inventory
costing and requires these items to be recognized as current period expenses. Additionally, the
allocation of fixed production overheads to the cost of inventory should be based on the normal
capacity of the production facilities. The Standard is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The Company does not believe that the
application of FAS 151 will have an impact on the consolidated financial statements under US GAAP. During 2004, the Emerging Issues Task Force (EITF) formed a committee (Committee) to evaluate
certain mining industry accounting issues, including issues arising from the application of SFAS
141, Business Combinations to business combinations within the mining industry and the
capitalization of costs after the commencement of production, including deferred stripping. In March 2004, the EITF reached a consensus, based upon the Committees deliberations and ratified
by the FASB, that mineral interests conveyed by leases should be considered tangible assets. On
April 30, 2004, the FASB issued a FASB Staff Position (FSP) amending SFAS 141 and SFAS 142 to
provide that certain mineral use rights are considered tangible assets and that mineral use rights
should be accounted for based on their substance. The FSP is effective for the first reporting
period beginning after April 29, 2004, with early adoption permitted. The Company does not expect
that the adoption of this statement will have a material effect on the Companys financial position
or results of operations. During 2004, deliberations began on EITF 04-6, Accounting for Stripping Costs Incurred during
Production in the Mining Industry. In the mining industry, companies may be required to remove
overburden and other mine waste materials to access mineral deposits. The costs of removing
overburden and waste materials are often referred to as stripping costs. During the development
of a mine (before production begins), it is generally accepted in practice that stripping costs are
capitalized as part of the depreciable cost of building, developing, and constructing the mine.
Those capitalized costs are typically amortized over the productive life of the mine using the
units-of-production method. A mining company may continue to remove overburden and waste materials,
and therefore incur stripping costs, during the production phase of the mine. Questions have been
raised about the appropriate accounting for stripping costs incurred during the production phase,
and diversity in practice exists. In response to these questions, the EITF has undertaken a project
to develop an Abstract to address the questions and clarify the appropriate accounting treatment
for stripping costs under US GAAP. The EITF is in the process of deliberating these questions and
upon completion of their deliberations they will issue EITF 04-6, which will represent an
authorative US GAAP pronouncement for stripping costs. EITF 04-6 is expected to be approved and
issued in 2005 following which the Company will evaluate the impact the adoption of this statement
will have on its consolidated financial position or results of operation. During 2004, EITF 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain Investments, was issued. In general, this statement establishes guidance to be used in
determining when an investment is considered impaired, whether that impairment is other than
temporary, and the measurement of an impairment loss. The Company does WHEATON RIVER MINERALS LTD
  34




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not expect that the
adoption of EITF 03-1 will have a material effect on the Companys financial position or results of
operations. In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equities. This Standard requires certain financial
instruments that were accounted for as equity under previous guidance to now be accounted for as
liability. It applies to
mandatory redeemable stock and certain financial instruments that require or may require settlement
by transferring cash or other assets. SFAS 150 is effective for financial instruments entered into
or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The Company has not issued any financial instruments that
fall under the scope of SFAS 150 and does not expect that the adoption of this statement will have
a material impact on the Companys financial position or results of operations. In April 2003, SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities, was issued. In general, this statement amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other contracts, and for hedging
activities under SFAS 133. This statement is effective for contracts entered into or modified
after June 30, 2003, and for hedging relationships designated after June 30, 2003. The Company is
in the process of evaluating the impact the adoption of SFAS 149 will have on its consolidated
financial position or results of operations. In January 2003, the FASB issued FASB Interpretation Number (FIN) 46, Consolidation of Variable
Interest Entities, an interpretation of Accounting Research Bulletin 51. FIN 46 requires certain
variable interest entities to be consolidated by the primary beneficiary of the entity if the
equity investors in the entity do not have the characteristics of a controlling financial interest
or do not have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is effective for all new
variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46
must be applied for the first interim or annual period beginning after June 15, 2003. It is not
expected that the adoption of FIN 46 will have a material effect on the Companys financial
position or results of operations. 23. SUBSEQUENT EVENTS On December 6, 2004, the Company announced it had reached an agreement in principle to combine with
Goldcorp through a share exchange take-over bid whereby Goldcorp would offer one common share of
Goldcorp for every four common shares of Wheaton. On February 10, 2005, Goldcorp shareholders approved the combination and on February 14, 2005,
approximately 69% of Wheaton common shares were tendered to the Goldcorp offer. As a result,
effective February 15, 2005, Goldcorp will consolidate the operations of Wheaton. The transaction
will be accounted for using the purchase method with Goldcorp being identified as the acquirer.
The remaining shares of Wheaton not yet tendered will be acquired by Goldcorp by way of a plan of
arrangement which is expected to conclude in mid-April, 2005. As a result, Wheaton will cease to
be a public company and its results will be consolidated 100% by Goldcorp. 35   WHEATON RIVER MINERALS LTD