6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

Date: January 4, 2005

GOLDCORP INC.

(Registrant’s Name)

145 King Street West, Suite 2700
Toronto, Ontario MSH 1J8
CANADA
(Registrant’s Address)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F o                      Form 40-F x

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o                      No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

     The following documents are filed as exhibits hereto and are incorporated by reference into the Registration Statement on Form F-10 of Goldcorp Inc. (File No. 333-121725) and the Tender Offer Statement on Schedule TO of Goldcorp Inc. and Goldcorp Acquisition ULC, both filed on December 29, 2004.

Form 6-K	Form F-10	Schedule TO
Exhibit No.	Exhibit No.	Exhibit No.	Description
—	4.1	(a)(1)(A)	Take-Over Bid Circular, including the Offer to Purchase, dated December 29 , 2004*
—	4.2	(a)(1)(B)	Letter of Acceptance and Transmittal*
—	4.3	(a)(1)(C)	Notice of Guaranteed Delivery*
—	4.4	(a)(1)(D)	Guidelines for Certification of Taxpayer Identification on Substitute Form W-9*
—	4.5	(d)(1)	Acquisition Agreement, dated December 23, 2004, between Goldcorp Inc. and Wheaton River Minerals Ltd.*
—	4.6	(a)(1)(E)	Annual Information Form of Goldcorp for the year ended December 31, 2003, dated May 14, 2004*
—	4.7	(a)(1)(F)	Audited comparative consolidated financial statements of Goldcorp as at, and for the year ended, December 31, 2003, together with the auditors’ report thereon*
—	4.8	(a)(1)(G)	Management’s Discussion and Analysis for the year ended December 31, 2003*
—	4.9	(a)(1)(H)	Unaudited comparative consolidated interim financial statements of Goldcorp as at, and for the nine-month period ended, September 30, 2004*
—	4.10	(a)(1)(I)	Management’s Discussion and Analysis for the nine-month period ended September 30, 2004*
—	4.11	(a)(1)(J)	Management Information Circular and Proxy Statement of Goldcorp dated March 31, 2004 distributed in connection with the annual and general meeting of shareholders of Goldcorp held on June 16, 2004 (excluding the sections entitled “Report on Executive Compensation”, “Performance Graph” and “Corporate Governance”)*
—	4.12	(a)(1)(K)	Material change report of Goldcorp dated December 7, 2004 concerning the Offer*
—	4.13	(a)(4)(A)	Press release issued by Goldcorp Inc.*
—	4.14	(a)(4)(B)	Transcript of Joint Conference Call of Goldcorp Inc. and Wheaton River Minerals Ltd.*
—	4.15	(a)(1)(L)	Material change report of Goldcorp dated December 24, 2004 concerning Goldcorp’s approval of the Offer and entering into the Acquisition Agreement*
—	4.16	(d)(2)	Standstill and Confidentiality Agreement, dated December 3, 2004, between Goldcorp Inc. and Wheaton River Minerals Ltd.*
—	4.17	(d)(3)	Letter of Intent, dated December 5, 2004, between Goldcorp Inc. and Wheaton River Minerals Ltd.*
99.1	4.18	(i)(1)	Notice of Special Meeting of Shareholders and Management Information Circular of Goldcorp, dated January 4, 2005 (filed herewith)

Form 6-K	Form F-10	Schedule TO
Exhibit No.	Exhibit No.	Exhibit No.	Description
99.2	4.19	(i)(2)	Annual Information Form of Wheaton for the year ended December 31, 2003, dated May 12, 2004 (filed herewith)
99.3	4.20	(i)(3)	Audited comparative consolidated financial statements of Wheaton as at, and for the year ended, December 31, 2003, together with the auditors’ report thereon (filed herewith)
99.4	4.21	(i)(4)	Management’s Discussion and Analysis of Results of Operations and Financial Condition of Wheaton for the year ended December 31, 2003 (filed herewith)
99.5	4.22	(i)(5)	Unaudited comparative consolidated interim financial statements of Wheaton as at, and for the nine-months ended, September 30, 2004 (filed herewith)
99.6	4.23	(i)(6)	Management’s Discussion and Analysis of Results of Operations and Financial Condition of Wheaton for the nine-months ended September 30, 2004 (filed herewith)
99.7	4.24	(i)(7)	The following sections of the Joint Management Information Circular of Wheaton and IAMGOLD Corporation (“IAMGOLD”) dated April 30, 2004 distributed in connection with the annual and special meeting of shareholders of Wheaton held on June 8, 2004: “General Proxy Information”, “Information Concerning the Meetings (information respecting Wheaton only), “Annual Business to be Considered by Wheaton Shareholders”, “Wheaton Directors’ Approval” and “Exhibit C – Information Concerning Wheaton River Minerals Ltd.” (excluding the sections entitled “Statement of Executive Compensation – Report on Executive Compensation”, “Statement of Executive Compensation – Performance Graph” and “Statement of Corporate Governance Policies”) (filed herewith)
99.8	4.25	(i)(8)	Material change report of Wheaton dated January 14, 2004 concerning the completion by Wheaton of the acquisition of the Amapari Gold Project in Brazil (filed herewith)
99.9	4.26	(i)(9)	Material change report of Wheaton dated April 7, 2004 concerning the proposed agreement between Wheaton and IAMGOLD to combine the two companies (filed herewith)
99.10	4.27	(i)(10)	Material change report of Wheaton dated May 6, 2004 concerning the completion of due diligence, receipt of final fairness opinions and signing of a definitive agreement by Wheaton and IAMGOLD, all in connection with the proposed combination of the two companies (filed herewith)
99.11	4.28	(i)(11)	Material change report of Wheaton dated June 3, 2004 concerning: (A) the receipt by Wheaton of an unsolicited proposal from Coeur d’Alene Mines Corporation (“Coeur’’) to acquire all of Wheaton’s outstanding common shares; and (B) the decision of Wheaton not to pursue Coeur’s proposal (filed herewith)

Form 6-K	Form F-10	Schedule TO
Exhibit No.	Exhibit No.	Exhibit No.	Description
99.12	4.29	(i)(12)	Material change report of Wheaton dated June 7, 2004 concerning: (A) the receipt by Wheaton of a further unsolicited proposal from Coeur to acquire all of Wheaton’s outstanding common shares; (B) the decision of Wheaton not to pursue the revised proposal delivered by Coeur; and (C) the recommendation of Wheaton that Wheaton’s shareholders vote in favour of the proposed IAMGOLD combination (filed herewith)
99.13	4.30	(i)(13)	Material change report of Wheaton dated June 18, 2004 concerning: (A) the approval by Wheaton’s shareholders of the proposed IAMGOLD combination; (B) the decision of Wheaton to hold a further vote of its shareholders to approve the combination with IAMGOLD on July 6, 2004; (C) the receipt by Wheaton of a written request from Coeur for a list of Wheaton’s shareholders; and (D) the appointment by Wheaton’s board of directors of a special committee authorized to review and consider the proposed IAMGOLD combination, the unsolicited proposal made to Wheaton by Coeur, and any further proposals made to Wheaton or its shareholders by third parties (filed herewith)
99.14	4.31	(i)(14)	Material change report of Wheaton dated July 1, 2004 concerning: (A) the rejection by Wheaton of the latest unsolicited proposals from Coeur; and (B) the reconfirmation by Wheaton of its recommendation that Wheaton’s shareholders vote in favour of the proposed IAMGOLD combination on July 6, 2004 (filed herewith)
99.15	4.32	(i)(15)	Material change report of Wheaton dated July 13, 2004 concerning: (A) the inability of IAMGOLD to obtain the required shareholder approval for the proposed combination with Wheaton; (B) the termination of the arrangement agreement between Wheaton and IAMGOLD; and (C) the adjournment by Wheaton of its shareholders’ meeting scheduled for July 6, 2004 (filed herewith)
99.16	4.33	(i)(16)	Material change report of Wheaton dated July 23, 2004 concerning the absence of a legal offer from Coeur to Wheaton’s Canadian shareholders (filed herewith)
99.17	4.34	(i)(17)	Material change report of Wheaton dated July 23, 2004 concerning: (A) the agreement of Chap Mercantile Inc. (“Chap’’) to purchase 100% of the silver produced by Wheaton’s Luismin mining operations in Mexico (the “Silver Transaction’’); (B) the change of name by Chap to Silver Wheaton Corp.; (C) the option of Wheaton and Luismin S.A. de C.V. not to proceed with the Silver Transaction; and (D) the intention of Wheaton to complete an equity financing in connection with the Silver Transaction (filed herewith)

Form 6-K	Form F-10	Schedule TO
Exhibit No.	Exhibit No.	Exhibit No.	Description
99.18	4.35	(i)(18)	Material change report of Wheaton dated July 29, 2004 concerning: (A) the inability of Wheaton to make a recommendation to its shareholders to accept or reject Coeur’s offer; (B) the recommendation of Wheaton that Wheaton’s shareholders not tender their shares to Coeur’s U.S. offer or take any other action until they receive a further recommendation from Wheaton; (C) the filing by Wheaton of a Schedule 14D-9 with the SEC in connection with Wheaton’s response to Coeur’s U.S. offer; (D) the request from Wheaton to Coeur for confirmation with respect to Coeur’s intention not to take up and pay for Wheaton’s shares under Coeur’s U.S. offer until the same opportunity is provided to Wheaton’s Canadian shareholders; and (E) the intention of Wheaton to review and respond to Coeur’s offer once the offer is made to all of Wheaton’s Canadian shareholders (filed herewith)
99.19	4.36	(i)(19)	Material change report of Wheaton dated September 13, 2004 concerning: (A) the recommendation of Wheaton that Wheaton’s shareholders reject Coeur’s offer to purchase all of Wheaton’s outstanding common shares; and (B) the rescheduling by Wheaton of the closing date of the Silver Transaction (filed herewith)
99.20	4.37	(i)(20)	Material change report of Wheaton dated October 25, 2004 concerning the closing of the Silver Transaction (filed herewith)
99.21	4.38	(i)(21)	Material change report of Wheaton dated December 14, 2004 concerning the agreement of Wheaton in principle to combine with Goldcorp Inc. (filed herewith)
99.22	4.39	(i)(22)	Material change report of Wheaton dated December 31, 2004 concerning Wheaton's entering into the Acquisition Agreement with Goldcorp (filed herewith)
99.23	4.40	(i)(23)	Unaudited comparative consolidated financial statements of Wheaton as at, and for the nine-months ended September 30, 2004, including a reconciliation to U.S. GAAP contained in Note 16 thereto (filed herewith)
—	5.1	—	Consent of Fraser Milner Casgrain LLP*
—	5.2	—	Consent of Dorsey & Whitney LLP*
—	5.3	—	Consent of KPMG LLP*
99.24	5.4	—	Consent of Deloitte & Touche LLP (filed herewith)
—	6.1	—	Powers of Attorney*

* Previously filed.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GOLDCORP INC.
By:	/s/ R. Gregory Laing
	Name:	R. Gregory Laing
	Title:	Vice President, Legal

Date: January 7, 2005

EXHIBIT INDEX

Form 6-K	Form F-10	Schedule TO
Exhibit No.	Exhibit No.	Exhibit No.	Description
—	4.1	(a)(1)(A)	Take-Over Bid Circular, including the Offer to Purchase, dated December 29 , 2004*
—	4.2	(a)(1)(B)	Letter of Acceptance and Transmittal*
—	4.3	(a)(1)(C)	Notice of Guaranteed Delivery*
—	4.4	(a)(1)(D)	Guidelines for Certification of Taxpayer Identification on Substitute Form W-9*
—	4.5	(d)(1)	Acquisition Agreement, dated December 23, 2004, between Goldcorp Inc. and Wheaton River Minerals Ltd.*
—	4.6	(a)(1)(E)	Annual Information Form of Goldcorp for the year ended December 31, 2003, dated May 14, 2004*
—	4.7	(a)(1)(F)	Audited comparative consolidated financial statements of Goldcorp as at, and for the year ended, December 31, 2003, together with the auditors’ report thereon*
—	4.8	(a)(1)(G)	Management’s Discussion and Analysis for the year ended December 31, 2003*
—	4.9	(a)(1)(H)	Unaudited comparative consolidated interim financial statements of Goldcorp as at, and for the nine-month period ended, September 30, 2004*
—	4.10	(a)(1)(I)	Management’s Discussion and Analysis for the nine-month period ended September 30, 2004*
—	4.11	(a)(1)(J)	Management Information Circular and Proxy Statement of Goldcorp dated March 31, 2004 distributed in connection with the annual and general meeting of shareholders of Goldcorp held on June 16, 2004 (excluding the sections entitled “Report on Executive Compensation”, “Performance Graph” and “Corporate Governance”)*
—	4.12	(a)(1)(K)	Material change report of Goldcorp dated December 7, 2004 concerning the Offer*
—	4.13	(a)(4)(A)	Press release issued by Goldcorp Inc.*
—	4.14	(a)(4)(B)	Transcript of Joint Conference Call of Goldcorp Inc. and Wheaton River Minerals Ltd.*
—	4.15	(a)(1)(L)	Material change report of Goldcorp dated December 24, 2004 concerning Goldcorp’s approval of the Offer and entering into the Acquisition Agreement*
—	4.16	(d)(2)	Standstill and Confidentiality Agreement, dated December 3, 2004, between Goldcorp Inc. and Wheaton River Minerals Ltd.*
—	4.17	(d)(3)	Letter of Intent, dated December 5, 2004, between Goldcorp Inc. and Wheaton River Minerals Ltd.*
99.1	4.18	(i)(1)	Notice of Special Meeting of Shareholders and Management Information Circular of Goldcorp, dated January 4, 2005 (filed herewith)
99.2	4.19	(i)(2)	Annual Information Form of Wheaton for the year ended December 31, 2003, dated May 12, 2004 (filed herewith)

Form 6-K	Form F-10	Schedule TO
Exhibit No.	Exhibit No.	Exhibit No.	Description
99.3	4.20	(i)(3)	Audited comparative consolidated financial statements of Wheaton as at, and for the year ended, December 31, 2003, together with the auditors’ report thereon (filed herewith)
99.4	4.21	(i)(4)	Management’s Discussion and Analysis of Results of Operations and Financial Condition of Wheaton for the year ended December 31, 2003 (filed herewith)
99.5	4.22	(i)(5)	Unaudited comparative consolidated interim financial statements of Wheaton as at, and for the nine-months ended, September 30, 2004 (filed herewith)
99.6	4.23	(i)(6)	Management’s Discussion and Analysis of Results of Operations and Financial Condition of Wheaton for the nine-months ended September 30, 2004 (filed herewith)
99.7	4.24	(i)(7)	The following sections of the Joint Management Information Circular of Wheaton and IAMGOLD Corporation (“IAMGOLD”) dated April 30, 2004 distributed in connection with the annual and special meeting of shareholders of Wheaton held on June 8, 2004: “General Proxy Information”, “Information Concerning the Meetings (information respecting Wheaton only), “Annual Business to be Considered by Wheaton Shareholders”, “Wheaton Directors’ Approval” and “Exhibit C – Information Concerning Wheaton River Minerals Ltd.” (excluding the sections entitled “Statement of Executive Compensation – Report on Executive Compensation”, “Statement of Executive Compensation – Performance Graph” and “Statement of Corporate Governance Policies”) (filed herewith)
99.8	4.25	(i)(8)	Material change report of Wheaton dated January 14, 2004 concerning the completion by Wheaton of the acquisition of the Amapari Gold Project in Brazil (filed herewith)
99.9	4.26	(i)(9)	Material change report of Wheaton dated April 7, 2004 concerning the proposed agreement between Wheaton and IAMGOLD to combine the two companies (filed herewith)
99.10	4.27	(i)(10)	Material change report of Wheaton dated May 6, 2004 concerning the completion of due diligence, receipt of final fairness opinions and signing of a definitive agreement by Wheaton and IAMGOLD, all in connection with the proposed combination of the two companies (filed herewith)
99.11	4.28	(i)(11)	Material change report of Wheaton dated June 3, 2004 concerning: (A) the receipt by Wheaton of an unsolicited proposal from Coeur d’Alene Mines Corporation (“Coeur’’) to acquire all of Wheaton’s outstanding common shares; and (B) the decision of Wheaton not to pursue Coeur’s proposal (filed herewith)

Form 6-K	Form F-10	Schedule TO
Exhibit No.	Exhibit No.	Exhibit No.	Description
99.12	4.29	(i)(12)	Material change report of Wheaton dated June 7, 2004 concerning: (A) the receipt by Wheaton of a further unsolicited proposal from Coeur to acquire all of Wheaton’s outstanding common shares; (B) the decision of Wheaton not to pursue the revised proposal delivered by Coeur; and (C) the recommendation of Wheaton that Wheaton’s shareholders vote in favour of the proposed IAMGOLD combination (filed herewith)
99.13	4.30	(i)(13)	Material change report of Wheaton dated June 18, 2004 concerning: (A) the approval by Wheaton’s shareholders of the proposed IAMGOLD combination; (B) the decision of Wheaton to hold a further vote of its shareholders to approve the combination with IAMGOLD on July 6, 2004; (C) the receipt by Wheaton of a written request from Coeur for a list of Wheaton’s shareholders; and (D) the appointment by Wheaton’s board of directors of a special committee authorized to review and consider the proposed IAMGOLD combination, the unsolicited proposal made to Wheaton by Coeur, and any further proposals made to Wheaton or its shareholders by third parties (filed herewith)
99.14	4.31	(i)(14)	Material change report of Wheaton dated July 1, 2004 concerning: (A) the rejection by Wheaton of the latest unsolicited proposals from Coeur; and (B) the reconfirmation by Wheaton of its recommendation that Wheaton’s shareholders vote in favour of the proposed IAMGOLD combination on July 6, 2004 (filed herewith)
99.15	4.32	(i)(15)	Material change report of Wheaton dated July 13, 2004 concerning: (A) the inability of IAMGOLD to obtain the required shareholder approval for the proposed combination with Wheaton; (B) the termination of the arrangement agreement between Wheaton and IAMGOLD; and (C) the adjournment by Wheaton of its shareholders’ meeting scheduled for July 6, 2004 (filed herewith)
99.16	4.33	(i)(16)	Material change report of Wheaton dated July 23, 2004 concerning the absence of a legal offer from Coeur to Wheaton’s Canadian shareholders (filed herewith)
99.17	4.34	(i)(17)	Material change report of Wheaton dated July 23, 2004 concerning: (A) the agreement of Chap Mercantile Inc. (“Chap’’) to purchase 100% of the silver produced by Wheaton’s Luismin mining operations in Mexico (the “Silver Transaction’’); (B) the change of name by Chap to Silver Wheaton Corp.; (C) the option of Wheaton and Luismin S.A. de C.V. not to proceed with the Silver Transaction; and (D) the intention of Wheaton to complete an equity financing in connection with the Silver Transaction (filed herewith)

Form 6-K	Form F-10	Schedule TO
Exhibit No.	Exhibit No.	Exhibit No.	Description
99.18	4.35	(i)(18)	Material change report of Wheaton dated July 29, 2004 concerning: (A) the inability of Wheaton to make a recommendation to its shareholders to accept or reject Coeur’s offer; (B) the recommendation of Wheaton that Wheaton’s shareholders not tender their shares to Coeur’s U.S. offer or take any other action until they receive a further recommendation from Wheaton; (C) the filing by Wheaton of a Schedule 14D-9 with the SEC in connection with Wheaton’s response to Coeur’s U.S. offer; (D) the request from Wheaton to Coeur for confirmation with respect to Coeur’s intention not to take up and pay for Wheaton’s shares under Coeur’s U.S. offer until the same opportunity is provided to Wheaton’s Canadian shareholders; and (E) the intention of Wheaton to review and respond to Coeur’s offer once the offer is made to all of Wheaton’s Canadian shareholders (filed herewith)
			Material change report of Wheaton dated September 13, 2004 concerning:
99.19	4.36	(i)(19)	(A) the recommendation of Wheaton that Wheaton’s shareholders reject Coeur’s offer to purchase all of Wheaton’s outstanding common shares; and (B) the rescheduling by Wheaton of the closing date of the Silver Transaction (filed herewith)
99.20	4.37	(i)(20)	Material change report of Wheaton dated October 25, 2004 concerning the closing of the Silver Transaction (filed herewith)
99.21	4.38	(i)(21)	Material change report of Wheaton dated December 14, 2004 concerning the agreement of Wheaton in principle to combine with Goldcorp Inc. (filed herewith)
99.22	4.39	(i)(22)	Material change report of Wheaton dated December 31, 2004 concerning Wheaton's entering into the Acquisition Agreement with Goldcorp (filed herewith)
99.23	4.40	(i)(23)	Unaudited comparative consolidated financial statements of Wheaton as at, and for the nine-months ended September 30, 2004, including a reconciliation to U.S. GAAP contained in Note 16 thereto (filed herewith)
—	5.1	—	Consent of Fraser Milner Casgrain LLP*
—	5.2	—	Consent of Dorsey & Whitney LLP*
—	5.3	—	Consent of KPMG LLP*
99.24	5.4	—	Consent of Deloitte & Touche LLP (filed herewith)
—	6.1	—	Powers of Attorney*

* Previously filed.

EX-99.1

NOTICE OF SPECIAL MEETING

OF SHAREHOLDERS

and

MANAGEMENT INFORMATION CIRCULAR

AND PROXY STATEMENT

CONCERNING THE ISSUANCE OF

COMMON SHARES OF GOLDCORP INC.

IN CONNECTION WITH THE OFFER TO ACQUIRE

ALL OF THE COMMON SHARES OF

WHEATON RIVER MINERALS LTD.

BY GOLDCORP INC.

December 31, 2004

December 31, 2004

      The directors of Goldcorp Inc. (“Goldcorp”) cordially invite you to attend a special meeting (the “Goldcorp Meeting”) of shareholders of Goldcorp (the “Goldcorp Shareholders”) to be held at the Windsor Ballroom, Le Royal Meridien King Edward Hotel, 37 King Street East, Toronto, Ontario, Canada on Monday, January 31, 2005 at 4:00 p.m. (Toronto time).

      On December 23, 2004, Goldcorp and Wheaton River Minerals Ltd. (“Wheaton”) announced that they had entered into a definitive agreement whereby Goldcorp would offer to acquire all of the common shares of Wheaton (the “Transaction”). The directors of Goldcorp believe that the Transaction is of significant benefit to Goldcorp Shareholders. A more detailed description of the Transaction is set out in the management information circular and proxy statement (the “Circular”) of Goldcorp which accompanies this letter and the Schedules attached to the Circular.

      At the Goldcorp Meeting, you will be asked to consider and, if deemed advisable, to pass, with or without variation, a resolution (the “Share Issue Resolution”), the full text of which is set out in Schedule A to the Circular, authorizing the issue of up to 200,000,000 common shares of Goldcorp in connection with the Transaction.

      THE BOARD OF DIRECTORS OF GOLDCORP HAS UNANIMOUSLY APPROVED THE TERMS OF THE TRANSACTION.

      THE BOARD OF DIRECTORS OF GOLDCORP RECOMMENDS THAT YOU VOTE IN FAVOUR OF THE SHARE ISSUE RESOLUTION AT THE GOLDCORP MEETING FOR THE REASONS SET FORTH IN THE CIRCULAR.

      In order for the Share Issue Resolution to pass, it requires the affirmative vote of a majority of the votes cast by Goldcorp Shareholders, in person or by proxy, at the Goldcorp Meeting.

      We hope that you will be able to attend the Goldcorp Meeting. Whether or not you are able to attend, it is important that you be represented at the Goldcorp Meeting. We encourage you to complete the enclosed form of proxy and return it, by the time specified in the notice of the Goldcorp Meeting and the Circular, to Computershare Trust Company of Canada at the address specified on the form of proxy. Voting by proxy will ensure that your vote will be counted if you are unable to attend the Goldcorp Meeting in person.

      Kingsdale Shareholder Services Inc. has been retained by Goldcorp as a proxy solicitation agent in connection with the Goldcorp Meeting. Any questions and requests by Goldcorp Shareholders for assistance relating to the Goldcorp Meeting may be directed to Kingsdale Shareholder Services Inc. toll-free at 1-866-749-5464.

Sincerely,

ROBERT R. MCEWEN

Chairman and Chief Executive Officer

GOLDCORP INC.

Suite 2700, 145 King Street West

Toronto, Ontario, Canada M5H 1J8

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

      TAKE NOTICE that a Special Meeting (the “Goldcorp Meeting”) of the holders of common shares (“Goldcorp Shareholders”) in the capital of Goldcorp Inc. (“Goldcorp”) will be held at the Windsor Ballroom, Le Royal Meridien King Edward Hotel, 37 King Street East, Toronto, Ontario, Canada on Monday, January 31, 2005 at the hour of 4:00 p.m. (Toronto time) for the following purposes:

(i)

to consider and, if deemed advisable, to pass, with or without variation, a resolution (the “Share Issue Resolution”), the full text of which is set out in Schedule A to the management information circular and proxy statement (the “Circular”) of Goldcorp which accompanies this notice, authorizing and approving the issue to the holders of common shares, or securities convertible into common shares, of Wheaton River Minerals Ltd. of up to 200,000,000 common shares of Goldcorp in connection with the offer to acquire all of the common shares of Wheaton River Minerals Ltd. (“Wheaton”) by Goldcorp (the “Transaction”), as more particularly described in the Circular; and

(ii)

to transact such other business as may properly come before the Goldcorp Meeting or any adjournment or postponement thereof.

      The Circular relating to the matters to be dealt with at the Goldcorp Meeting is enclosed herewith. A description of the Transaction and the other matters to be considered at the Goldcorp Meeting is included in the Circular. The Transaction will be completed pursuant to, and in accordance with, Goldcorp’s offer to purchase all of the common shares of Wheaton (the “Offer to Purchase”) dated December 29, 2004, a copy of which is set out in Schedule E to the Circular, as such Offer to Purchase may be amended from time to time after the date hereof in accordance with the provisions thereof, and a Subsequent Acquisition Transaction (as defined in the Offer to Purchase).

      Only Goldcorp Shareholders of record at the close of business on Friday, December 31, 2004 are entitled to receive notice of the Goldcorp Meeting and any adjournment or postponement thereof.

      DATED this 31st day of December, 2004.

By Order of the Board of Directors,

ROBERT R. MCEWEN

Chairman and Chief Executive Officer

      Shareholders who are unable to be present in person at the Goldcorp Meeting are requested to complete, date, sign and return, in the envelope provided for that purpose, the enclosed form of proxy. In order to be voted, proxies must be received by Computershare Trust Company of Canada, 9th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, by no later than 4:00 p.m. (Toronto time) on Thursday, January 27, 2005 or, in the event of an adjournment or postponement of the Goldcorp Meeting, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the adjourned or postponed Goldcorp Meeting.

TABLE OF CONTENTS

		Page
NOTICE TO UNITED STATES SHAREHOLDERS			1
CURRENCY AND FINANCIAL INFORMATION			1
FORWARD-LOOKING STATEMENTS			2
INFORMATION CONCERNING WHEATON			2
CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES			2
SUMMARY			3
GLOSSARY			6
MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT			8
GENERAL PROXY INFORMATION			8
	Solicitation of Proxies		8
	Voting by Proxies		8
	Non-Registered Shareholders		9
	Revocation of Proxies		9
INFORMATION CONCERNING THE GOLDCORP MEETING			10
	Time, Date and Place		10
	Record Date and Goldcorp Shares Entitled to Vote		10
	Matters to be Considered		10
	Quorum		10
	Vote Required for the Share Issue Resolution		10
	Principal Shareholder		11
	Interests of Certain Persons in the Transaction		11
GOLDCORP			11
WHEATON			11
THE TRANSACTION			11
	Background		11
	Summary of the Transaction		11
	Strategic Rationale for the Transaction		12
	Recommendation of the Goldcorp Board of Directors		12
	GMP Fairness Opinion		13
	Completion of the Transaction		13
	Conditions to the Transaction		13
THE ACQUISITION AGREEMENT			13
GOLDCORP AFTER COMPLETION OF THE TRANSACTION			13
RISK FACTORS			13
REGULATORY MATTERS			13
STOCK EXCHANGE LISTINGS			14
PRICE RANGE AND TRADING VOLUME			14
EXECUTIVE COMPENSATION AND OTHER INFORMATION ABOUT GOLDCORP			14
ACCOUNTING TREATMENT			14
BUSINESS TO BE CONSIDERED BY GOLDCORP SHAREHOLDERS			14
	Approval of Share Issue Resolution		14
AUDITOR, REGISTRAR AND TRANSFER AGENT			14
LEGAL MATTERS			15
ADDITIONAL INFORMATION ABOUT GOLDCORP			15
APPROVAL BY GOLDCORP BOARD OF DIRECTORS			16
CONSENT OF KPMG LLP			17
CONSENT OF DELOITTE & TOUCHE LLP			18
SCHEDULE A — SHARE ISSUE RESOLUTION			A-1
SCHEDULE B — FAIRNESS OPINION OF GMP SECURITIES LTD.			B-1
SCHEDULE C — STATEMENT OF EXECUTIVE COMPENSATION			C-1
SCHEDULE D — WHEATON DOCUMENTS INCORPORATED BY REFERENCE			D-1
SCHEDULE E — OFFER TO PURCHASE AND CIRCULAR			E-1

NOTICE TO UNITED STATES SHAREHOLDERS

      This solicitation of proxies is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). Accordingly, such solicitation is made in the United States with respect to securities of a Canadian foreign private issuer in accordance with Canadian corporate and securities laws and the Circular has been prepared in accordance with disclosure requirements applicable in Canada. Goldcorp Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to proxy statements under the U.S. Exchange Act.

      The historical financial information for Goldcorp and Wheaton and the pro forma financial information of Goldcorp included or incorporated by reference in the Circular are presented in United States dollars, have been prepared in accordance with Canadian generally accepted accounting principles and have been reconciled to United States generally accepted accounting principles.

      Enforcement by shareholders of civil liabilities under the United States securities laws may be affected adversely by the fact that Goldcorp is organized under the laws of a jurisdiction other than the United States, that certain of its officers and directors are residents of a country other than the United States, that some of the experts named in the Circular are residents of Canada and that a substantial portion of the assets of Goldcorp and such persons are located outside of the United States.

      The unaudited pro forma consolidated financial statements of Goldcorp included in Schedule E to the Circular have been presented in accordance with the requirements of paragraph 4.5 of National Instrument 44-101 and have been prepared in accordance with Canadian generally accepted accounting principles and reconciled to United States generally accepted accounting principles. Note 6 of the Notes to the unaudited pro forma consolidated financial statements of Goldcorp outlines, in all material respects, differences resulting from the application of accounting principles generally accepted in the United States. The unaudited pro forma consolidated financial statements of Goldcorp do not purport to be in compliance with Article 11 of Regulation S-X of the Rules and Regulations of the United States Securities and Exchange Commission.

CURRENCY AND FINANCIAL INFORMATION

      All dollar references in the Circular are in United States dollars, unless otherwise indicated. References to “C$” are to Canadian dollars. The following table sets forth, for each of the periods indicated, the exchange rate of one United States dollar into Canadian dollars at the end of each such period, the average exchange rate during each such period and the range of high and low rates for each such period.

	Nine Months
	Ended
	September 30,				Year Ended December 31,
	2004		2003		2003		2002		2001		2000		1999
Rate at end of period (1)		1.2648		1.3507		1.2923		1.5800		1.5925		1.4995		1.4440
Average rate (2)		1.3282		1.4296		1.4012		1.5706		1.5490		1.4855		1.4858
High rate (1)		1.3970		1.5750		1.5750		1.6128		1.6023		1.5600		1.5302
Low rate (1)		1.2648		1.3348		1.2923		1.5108		1.4933		1.4350		1.4440

(1)	The rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.
(2)	The average rate means the average of the exchange rates on the last day of each month during the period.

     On December 30, 2004, the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York was $1.00 = C$1.2064.

      Goldcorp’s consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles and filed with appropriate regulatory authorities in Canada and the United States. Application of accounting principles generally accepted in the United States does not have a significant impact on Goldcorp’s results of operations and financial position. Note 15 of the Notes to the 2003 consolidated financial statements of Goldcorp outlines, in all material respects, differences resulting from the application of accounting principles generally accepted in the United States.

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      Wheaton’s consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles and filed with appropriate regulatory authorities in Canada and the United States. Note 20 of the Notes to the 2003 consolidated financial statements of Wheaton outlines, in all material respects, differences resulting from the application of accounting principles generally accepted in the United States.

FORWARD-LOOKING STATEMENTS

      Certain statements included in the Circular (including the Schedules attached thereto and the documents incorporated by reference therein) constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements, including, but not limited to, those with respect to the prices of gold, copper and silver, the timing and amount of estimated future production, costs of production, capital expenditures, reserves determination, costs and timing of the development of new deposits and permitting time lines, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Goldcorp to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual results of current exploration activities, actual results of current reclamation activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined and the future prices of gold, copper and silver. Although Goldcorp has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements.

      Many of these factors are beyond the control of Goldcorp and its subsidiaries. Consequently, all of the forward-looking statements made in the Circular are qualified by these cautionary statements and there can be no assurance that the expected results or developments anticipated by Goldcorp will be realized.

INFORMATION CONCERNING WHEATON

      The information concerning Wheaton contained in the Circular (including the Schedules attached thereto and the documents incorporated by reference therein) has been taken from, or is based upon, publicly available documents and records on file with the Canadian securities regulatory authorities, and other public sources. Although Goldcorp has no knowledge that would indicate that any statements contained therein relating to Wheaton taken from or based upon such documents, records and sources are untrue or incomplete, neither Goldcorp, nor any of its officers or directors, assumes any responsibility for the accuracy or completeness of the information relating to Wheaton taken from or based upon such documents, records and sources, or for any failure by Wheaton to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to Goldcorp.

CAUTIONARY NOTE TO UNITED STATES INVESTORS CONCERNING ESTIMATES OF

MEASURED, INDICATED AND INFERRED RESOURCES

      The Circular (including the Schedules attached thereto and the documents incorporated by reference therein) uses the terms “measured”, “indicated” and “inferred” mineral resources. United States investors are advised that while such terms are recognized and required under Canadian securities legislation, the SEC does not recognize them. “Inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities legislation, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. United States investors are also cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.

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SUMMARY

      The following is a summary of information contained elsewhere in the Circular. Reference is made to, and this summary is qualified in its entirety by, the more detailed information contained in the Circular and in the Schedules attached thereto. Shareholders are encouraged to read the Circular and the Schedules attached thereto carefully and in their entirety. In the Circular, dollar amounts are expressed in United States dollars, unless otherwise indicated. Capitalized words and terms in this summary have the same meanings as set forth in the Glossary and elsewhere in the Circular. The information contained herein is given as of December 31, 2004, except as otherwise indicated.

The Goldcorp Meeting

Time, Date and Place

      The Goldcorp Meeting will be held at the Windsor Ballroom, Le Royal Meridien King Edward Hotel, 37 King Street East, Toronto, Ontario, Canada on Monday, January 31, 2005 at 4:00 p.m. (Toronto time).

Record Date and Goldcorp Shares Entitled to Vote

      At the close of business on the Record Date, being Friday, December 31, 2004, there were 189,980,188 Goldcorp Shares outstanding. Goldcorp Shareholders of record at the close of business on the Record Date are entitled to receive notice of the Goldcorp Meeting and are entitled to vote at the Goldcorp Meeting, except to the extent that a Goldcorp Shareholder has transferred Goldcorp Shares after the Record Date and the transferee of such Goldcorp Shares produces a properly endorsed certificate for such Goldcorp Shares or otherwise establishes that such transferee owns them and demands, not later than 10 days before the Goldcorp Meeting, that such transferee’s name be included in the list of Goldcorp Shareholders entitled to vote at the Goldcorp Meeting, in which case such transferee will be entitled to vote such Goldcorp Shares at the Goldcorp Meeting.

Matters to be Considered

      At the Goldcorp Meeting, the Goldcorp Shareholders will be asked to consider and if deemed advisable, to pass, with or without variation, the Share Issue Resolution and to consider such other matters as may properly come before the Goldcorp Meeting.

      Although Goldcorp does not believe that applicable corporate law and securities law requirements require the issuance of the Consideration Shares to be approved by the Goldcorp Shareholders, Goldcorp has included a condition in the Offer to Purchase that the Share Issue Resolution be approved by the Goldcorp Shareholders at the Goldcorp Meeting. In the event that the Share Issue Resolution is not approved at the Goldcorp Meeting, this condition in the Offer to Purchase will not be satisfied.

      Please see the section entitled “Business to be Considered by Goldcorp Shareholders” in the Circular.

Vote Required for the Share Issue Resolution

      The Share Issue Resolution requires the affirmative vote of a majority of the votes cast by Goldcorp Shareholders, in person or by proxy, at the Goldcorp Meeting.

Goldcorp

      Goldcorp is a North American based gold producer. Goldcorp owns and acquires properties, explores for precious metals, develops mines and produces primarily gold. It is in the top ten gold producers globally, calculated on the basis of market capitalization. Goldcorp owns one of the highest-grade gold deposits in the world, the Red Lake Mine, which is located in Ontario, Canada and has produced more than 500,000 ounces of gold annually since 2001. The Red Lake Mine is the largest producing gold mine in Canada. Goldcorp also produces gold at the Wharf Mine in the historic Lead mining area in the Black Hills of South Dakota in the United States. Goldcorp also owns an industrial minerals operation, Saskatchewan Minerals, in Saskatchewan, Canada. It produces sodium sulphate used primarily in the detergent industry. Please see the section entitled “Goldcorp” in the Circular.

Wheaton

      Wheaton is engaged in the acquisition, exploration 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

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consist of a 37.5% interest in the Baja 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 gold development project in Mexico and the Amapari gold project in Brazil, which is under construction. In addition, Wheaton owns approximately 64% of Silver Wheaton Corp. Please see the section entitled “Wheaton” in the Circular.

The Transaction

Summary of the Transaction

      On December 23, 2004, Goldcorp and Wheaton entered into the Acquisition Agreement. The Acquisition Agreement sets forth the terms and conditions of the Transaction. On December 29, 2004, Goldcorp mailed the Offer to Purchase to shareholders of Wheaton.

      The Transaction will involve the acquisition by Goldcorp of all of the Wheaton Shares pursuant to the Offer to Purchase and a Subsequent Acquisition Transaction.

      Subject to approval by the Goldcorp Shareholders of the Share Issue Resolution and to satisfaction of the other conditions to the Offer to Purchase and Subsequent Acquisition Transaction, Goldcorp will issue up to 200,000,000 Goldcorp Shares in connection with the Transaction.

      Following completion of the Transaction, Wheaton will become a wholly-owned subsidiary of Goldcorp.

      Please see the section entitled “The Acquisition Agreement” in the Circular.

Strategic Rationale for the Transaction

      The strategic rationale for the Transaction is the creation of a combined company having the following attributes:

• Production — 2005 gold production expected to be in excess of 1.1 million ounces at a total cash cost of less than $60 per ounce (taking into account credits from the production of other minerals);

• Growth — annual production expected to grow to 1.5 million ounces of gold by 2007;

• Balance Sheet — strong balance sheet with over $500 million in cash and gold bullion, with no debt;

• Reserves — proven and probable reserves of 10.5 million ounces of gold plus additional measured and indicated resources of 9.5 million ounces of gold as of December 31, 2003, all of which are unhedged;

• Liquidity — combined daily average trading liquidity of over $60 million; and

• Market Capitalization — expected to be approximately $5 billion.

Recommendation of the Goldcorp Board of Directors

      The Goldcorp Board of Directors has unanimously approved the Acquisition Agreement.

      The Goldcorp Board of Directors recommends that the Goldcorp Shareholders vote IN FAVOUR of the Share Issue Resolution at the Goldcorp Meeting. In recommending that Goldcorp Shareholders vote in favour of the Share Issue Resolution, the Goldcorp Board of Directors has considered, among other things, the strategic rationale for the Transaction as well as the following factors:

(a)	the financial analysis provided by GMP to the Goldcorp Board of Directors and the GMP Fairness Opinion, which states that, as of December 30, 2004, the Transaction is fair, from a financial point of view, to the Goldcorp Shareholders;
(b)	the Goldcorp Board of Directors, after consultation with its financial and legal advisors, has determined that the proposed offer for Goldcorp Shares announced by Glamis Gold Ltd. on December 16, 2004 is not a Superior Proposal to the Transaction; and
(c)	under the terms of the Acquisition Agreement, the Goldcorp Board of Directors is able to consider (in accordance with the provisions of the Acquisition Agreement) any unsolicited bona fide Alternative Transaction that is a Superior Proposal and approve or recommend to Goldcorp Shareholders or enter into an agreement in respect of a Superior Proposal.

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      Please see the sections entitled “The Transaction — Recommendation of the Goldcorp Board of Directors” and “Business to be Considered by Goldcorp Shareholders” in the Circular.

GMP Fairness Opinion

      On December 30, 2004, GMP delivered the GMP Fairness Opinion to the Goldcorp Board of Directors, which concludes that, subject to the assumptions, limitations and qualifications set forth therein, as of such date, the Transaction is fair, from a financial point of view, to the Goldcorp Shareholders.

      The complete text of the GMP Fairness Opinion, which sets forth the assumptions made, matters considered and limitations on the review undertaken in connection with the GMP Fairness Opinion, is set out in Schedule B. The GMP Fairness Opinion addresses only the fairness of the Transaction from a financial point of view to the Goldcorp Shareholders and is not and should not be construed as a valuation of Goldcorp or Wheaton or any of their respective assets or securities or a recommendation to any Goldcorp Shareholder as to whether to vote in favour of the Share Issue Resolution. Goldcorp Shareholders are urged to, and should, read the GMP Fairness Opinion in its entirety.

Completion of the Transaction

      Upon the satisfaction or waiver of the conditions to the completion of the Offer to Purchase, including the approval of the Share Issue Resolution, Goldcorp will complete the Offer to Purchase. The Offer to Purchase expires on February 3, 2004, unless it is extended in accordance with its terms. Upon the successful completion of the Offer to Purchase, Goldcorp and Wheaton will take all necessary steps to proceed with, as soon as practicable, and in any event within 120 days following the expiry of the Offer to Purchase, a Subsequent Acquisition Transaction so that Goldcorp may acquire all of the Wheaton Shares that were not acquired under the Offer to Purchase.

      The Acquisition Agreement requires Goldcorp to pay a termination fee of $35 million if the Acquisition Agreement is terminated under certain circumstances set out in the Acquisition Agreement, including the Share Issue Resolution not being approved by the Goldcorp Shareholders at the Goldcorp Meeting.

      Please see the section entitled “The Transaction — Completion of the Transaction” in the Circular.

Conditions to the Transaction

      The Offer to Purchase is subject to, among others, the following principal conditions: (i) there having been properly deposited under the Offer to Purchase and not withdrawn at the time of expiry of the Offer to Purchase at least 66 2/3% of the Wheaton Shares outstanding at the time Wheaton Shares are taken up under the Offer to Purchase, which condition may be waived by Goldcorp only with the prior written consent of Wheaton; and (ii) the approval by the Goldcorp Shareholders of the Share Issue Resolution at the Goldcorp Meeting. Please see the section entitled “The Transaction — Conditions to the Transaction” in the Circular.

Stock Exchange Listings

      The TSX has conditionally approved the listing of the Consideration Shares. Goldcorp has applied to the NYSE to list the Consideration Shares. Listing will be subject to Goldcorp fulfilling all of the requirements of the TSX and the NYSE.

Risk Factors

      Goldcorp Shareholders should consider a number of risk factors in evaluating whether to approve the Share Issue Resolution. These risk factors include certain risks related to Wheaton, which are included in the Wheaton documents incorporated by reference in the Circular and listed in Schedule D.

Pro Forma Financial Information

      For pro forma financial information regarding Goldcorp (prepared on the assumption that Goldcorp acquires all of the Wheaton Shares) for the year ended December 31, 2003 and the nine months ended September 30, 2004, please see “Appendix A — Pro Forma Financial Statements” in Schedule E.

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GLOSSARY

      Unless the context otherwise requires or where otherwise provided, the following words and terms shall have the meanings set forth below when used in the Circular. These defined words and terms may not conform to the defined terms used in the Schedules to the Circular.

“Acquisition Agreement” means the acquisition agreement dated December 23, 2004 between Goldcorp and Wheaton, as it may be amended in accordance with the provisions thereof, as described in the section entitled “4. Agreements Relating to the Offer — Acquisition Agreement” in Schedule E to the Circular.

“Alternative Transaction”, under the Acquisition Agreement, means, in respect of Wheaton or Goldcorp, any proposal or offer made by any person, other than the other party and its affiliates, with respect to any proposed transaction (by purchase, merger, amalgamation, arrangement, business combination, liquidation, dissolution, recapitalization, take-over bid or otherwise, including, for greater certainty, the proposed offer for Goldcorp Shares announced by Glamis Gold Ltd. on December 16, 2004) that could result in any person (or group of persons acting jointly or in concert), other than the other party and its affiliates, acquiring or beneficially owning or exercising control or direction over: (x) a material portion of the assets of it and its subsidiaries, on a consolidated basis; or (y) together with any of its common shares or any equity shares or voting shares of any of its subsidiaries beneficially owned by such person (or group of persons acting jointly or in concert) or over which such person (or group of persons acting jointly or in concert) exercised direction or control prior to such proposal or offer, 10% or more of its common shares or the equity shares or voting shares of any of its subsidiaries.

“Business Day” means any day, other than a Saturday, Sunday, a public holiday or a day on which commercial banks are not open for business in Toronto, Ontario or Vancouver, British Columbia or a federal holiday in the United States.

“Canadian Dollars”, “C$” or “Cdn$” means lawful currency of Canada.

“Circular” means this document dated December 31, 2004, including the Schedules thereto, the Goldcorp Notice of Meeting and the enclosed form of proxy.

“Consideration Shares” means the Goldcorp Shares to be issued to the holders of common shares, or securities convertible into common shares, of Wheaton in connection with the Transaction, being a maximum of 200,000,000 Goldcorp Shares.

“GMP” means GMP Securities Ltd.

“GMP Fairness Opinion” means the written fairness opinion dated December 30, 2004 from GMP delivered to the Goldcorp Board of Directors in connection with the Transaction, a copy of which is set out in Schedule B to the Circular.

“Goldcorp” means Goldcorp Inc., a corporation existing under and governed by the OBCA.

“Goldcorp Board of Directors” means the board of directors of Goldcorp.

“Goldcorp Meeting” means the special meeting of Goldcorp Shareholders to be held on January 31, 2005, including any adjournment and postponement thereof.

“Goldcorp Notice of Meeting” means the notice of the Goldcorp Meeting dated December 31, 2004 included in the Circular.

“Goldcorp Shareholder” and “Shareholder” means a holder of Goldcorp Shares.

“Goldcorp Shares” means common shares of Goldcorp.

“NYSE” means the New York Stock Exchange.

“OBCA” means the Business Corporations Act (Ontario).

“Offer to Purchase” means Goldcorp’s offer to purchase all of the outstanding common shares of Wheaton dated December 29, 2004, a copy of which is set out in Schedule E to the Circular.

“Record Date”, in relation to the Goldcorp Meeting, means Friday, December 31, 2004.

“SEC” means the United States Securities and Exchange Commission.

“SEDAR” means the System for Electronic Document Analysis and Retrieval maintained at www.sedar.com by the Canadian Securities Administrators and CDS Inc.

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“Share Issue Resolution” means the resolution of Goldcorp Shareholders approving the issue of the Consideration Shares in connection with the Transaction, in the form set out in Schedule A to the Circular.

“Subsequent Acquisition Transaction” has the meaning ascribed thereto in the section entitled “6. Acquisition of Common Shares Not Deposited — Subsequent Acquisition Transaction” in Schedule E to the Circular.

“Superior Proposal”, under the Acquisition Agreement, means a written unsolicited bona fide Alternative Transaction, in respect of which the board of directors of Wheaton or Goldcorp, as applicable, has determined by formal resolution, passed in good faith and acting reasonably after consultation with its financial advisers and outside legal counsel, that is or could reasonably be expected to, if consummated in accordance with its terms, result in a transaction more favourable, from a financial point of view, to the shareholders of Wheaton or to the Goldcorp Shareholders, as applicable, than the Offer to Purchase, but only if and to the extent that the board of directors of Wheaton or Goldcorp, as applicable, also has determined by formal resolution, in good faith and acting reasonably, after considering the opinion of its outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the board of directors of Wheaton or Goldcorp, as applicable.

“Transaction” means the acquisition by Goldcorp and its wholly-owned subsidiary, Goldcorp Acquisition ULC, of all of the Wheaton Shares pursuant to the Offer to Purchase and the Subsequent Acquisition Transaction.

“TSX” means the Toronto Stock Exchange.

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Wheaton” means Wheaton River Minerals Ltd., a corporation existing under and governed by the OBCA.

“Wheaton Shares” means common shares of Wheaton.

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MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

       In this Circular, dollar amounts are expressed in United States dollars, unless otherwise indicated. Capitalized words and terms in this Circular have the same meanings as set forth in the Glossary and elsewhere in this Circular. The information contained in this Circular is given as of December 31, 2004, except as otherwise indicated.

GENERAL PROXY INFORMATION

Solicitation of Proxies

      The information contained in this Circular is furnished in connection with the solicitation of proxies to be used at the Goldcorp Meeting to be held at the Windsor Ballroom, Le Royal Meridien King Edward Hotel, 37 King Street East, Toronto, Ontario, Canada on Monday, January 31, 2005 at 4:00 p.m. (Toronto time), for the purposes set out in the accompanying Goldcorp Notice of Meeting.

      It is expected that the solicitation of proxies for the Goldcorp Meeting will be made primarily by mail; however, directors, officers and employees of Goldcorp may also solicit proxies by telephone, telecopier or in person in respect of the Goldcorp Meeting. The solicitation of proxies for the Goldcorp Meeting is being made by or on behalf of the directors and management of Goldcorp and Goldcorp will bear the costs of the solicitation of proxies for the Goldcorp Meeting. In addition, Goldcorp will reimburse brokers and nominees for their reasonable expenses in forwarding proxies and accompanying materials to beneficial owners of Goldcorp Shares.

      In connection with the solicitation of proxies, Goldcorp has retained Kingsdale Shareholder Services Inc. to solicit proxies from Goldcorp Shareholders at an agreed cost of C$75,000 plus additional costs relating to telephone calls and out-of-pocket expenses.

Voting by Proxies

      Enclosed with this Circular is a form of proxy. The persons named in the enclosed form of proxy are officers and/or directors of Goldcorp. A Goldcorp Shareholder may appoint a person (who need not be a Goldcorp Shareholder) other than the persons already named in the enclosed form of proxy to represent such Goldcorp Shareholder at the Goldcorp Meeting by striking out the printed names of such persons and inserting the name of such other person in the blank space provided therein for that purpose. In order to be voted, proxies must be received by Computershare Trust Company of Canada, 9th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1, by no later than 4:00 p.m. (Toronto time) on Thursday, January 27, 2005 or, in the event of an adjournment or postponement of the Goldcorp Meeting, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the adjourned or postponed Goldcorp Meeting.

      In order to be effective, a form of proxy must be executed by a Goldcorp Shareholder exactly as such Goldcorp Shareholder’s name appears on the register of Goldcorp Shareholders. Additional execution instructions are set out in the notes to the form of proxy. The proxy must also be dated where indicated. If the date is not completed, the proxy will be deemed to be dated on the day on which it was mailed to Goldcorp Shareholders.

      The management representatives designated in the enclosed form of proxy will vote the Goldcorp Shares in respect of which they are appointed proxy in accordance with the instructions of the Goldcorp Shareholder as indicated on the proxy and, if a Goldcorp Shareholder specifies a choice with respect to any matter to be acted upon, the Goldcorp Shares will be voted accordingly. In the absence of such direction, such Goldcorp Shares will be voted by the Goldcorp representatives named in such form of proxy in favour of the Share Issue Resolution and will be voted by such representatives on all other matters which may come before the Goldcorp Meeting in their discretion.

      The enclosed form of proxy, when properly signed, confers discretionary voting authority on those persons designated therein with respect to amendments or variations to the matters identified in the Goldcorp Notice of Meeting and with respect to other matters which may properly come before the Goldcorp Meeting. At the date of this Circular, management of Goldcorp does not know of any such amendments, variations or other matters. However, if such amendments, variations or other matters which are not now known to management of Goldcorp should properly come before the Goldcorp Meeting, the persons named in the enclosed form of proxy will be authorized to vote the Goldcorp Shares represented thereby in their discretion.

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Non-Registered Shareholders

      Only registered Goldcorp Shareholders, or the persons they appoint as their proxies, are entitled to attend and vote at the Goldcorp Meeting. However, in many cases, Goldcorp Shares beneficially owned by a person (a “Non-Registered Shareholder”) are registered either:

(a)	in the name of an intermediary (an “Intermediary”) with whom the Non-Registered Shareholder deals in respect of Goldcorp Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers, trustees or administrators of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans); or
(b)	in the name of a clearing agency (such as The Canadian Depository for Securities Limited, in Canada, and the Depositary Trust Company, in the United States) of which the Intermediary is a participant.

      In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, Goldcorp has distributed copies of the Goldcorp Notice of Meeting, this Circular and the form of proxy (collectively, the “Meeting Materials”) to the Intermediaries and clearing agencies for onward distribution to Non-Registered Shareholders. Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless the Non-Registered Shareholders have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

(a)

be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or

(b)

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Goldcorp Shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with Computershare Trust Company of Canada, 9th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1.

      In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of Goldcorp Shares they beneficially own. Should a Non-Registered Shareholder who receives either a voting instruction form or a form of proxy wish to attend the applicable Goldcorp Meeting and vote in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the names of the persons named in the form of proxy and insert the Non-Registered Shareholder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and their service companies, including those instructions regarding when and where the voting instruction form or the proxy is to be delivered.

Revocation of Proxies

      A registered Goldcorp Shareholder who has submitted a proxy may revoke it by: (i) depositing an instrument in writing signed by the registered Goldcorp Shareholder or by an attorney authorized in writing or, if such registered Goldcorp Shareholder is a corporation, by a duly authorized officer or attorney, either (A) at the registered office of Goldcorp (Suite 2700, 145 King Street West, Toronto, Ontario, Canada M5H 1J8) at any time up to and including the last Business Day preceding the date of the Goldcorp Meeting, or (B) with the Chairman of

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the Goldcorp Meeting prior to the commencement of the Goldcorp Meeting on the date of the Goldcorp Meeting; (ii) transmitting, by telephonic or electronic means, a revocation that complies with (A) or (B) above and that is signed by electronic signature, provided that the means of electronic signature permit a reliable determination that the document was created or communicated by or on behalf of the registered Goldcorp Shareholder or the attorney, as the case may be; or (iii) in any other manner permitted by law.

      A Non-Registered Shareholder who has submitted a proxy may revoke it by contacting the Intermediary through which the Non-Registered Shareholder’s Goldcorp Shares are held and following the instructions of the Intermediary respecting the revocation of proxies.

INFORMATION CONCERNING THE GOLDCORP MEETING

Time, Date and Place

      The Goldcorp Meeting will be held at the Windsor Ballroom, Le Royal Meridien King Edward Hotel, 37 King Street East, Toronto, Ontario, Canada on Monday, January 31, 2005 at 4:00 p.m. (Toronto time) as set forth in the Goldcorp Notice of Meeting.

Record Date and Goldcorp Shares Entitled to Vote

      At the close of business on the Record Date, being Friday, December 31, 2004, there were 189,980,188 Goldcorp Shares outstanding. Goldcorp Shareholders of record at the close of business on the Record Date are entitled to receive notice of the Goldcorp Meeting and are entitled to vote at the Goldcorp Meeting, except to the extent that a Goldcorp Shareholder has transferred Goldcorp Shares after the Record Date and the transferee of such Goldcorp Shares produces a properly endorsed certificate for such Goldcorp Shares or otherwise establishes that such transferee owns them and demands, not later than 10 days before the Goldcorp Meeting, that such transferee’s name be included in the list of Goldcorp Shareholders entitled to vote at the Goldcorp Meeting, in which case such transferee will be entitled to vote such Goldcorp Shares at the Goldcorp Meeting.

Matters to be Considered

      At the Goldcorp Meeting, the Goldcorp Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, the Share Issue Resolution and to consider such other matters as may properly come before the Goldcorp Meeting.

      Although Goldcorp does not believe that applicable corporate law and securities law requirements require the issuance of the Consideration Shares to be approved by the Goldcorp Shareholders, Goldcorp has included a condition in the Offer to Purchase that the Share Issue Resolution be approved by the Goldcorp Shareholders at the Goldcorp Meeting. In the event that the Share Issue Resolution is not approved at the Goldcorp Meeting, this condition in the Offer to Purchase will not be satisfied. Please see the section entitled “4. Conditions of the Offer” in Schedule E.

      The Goldcorp Board of Directors recommends that the Goldcorp Shareholders vote IN FAVOUR of the Share Issue Resolution at the Goldcorp Meeting. Please see the section entitled “The Transaction — Recommendation of the Goldcorp Board of Directors”.

Quorum

      The presence of two persons entitled to vote at the Goldcorp Meeting, either as shareholders or proxyholders, and holding or representing more than 33 1/3% of the Goldcorp Shares entitled to vote thereat will constitute a quorum for the Goldcorp Meeting.

Vote Required for the Share Issue Resolution

      The Share Issue Resolution requires the affirmative vote of a majority of the votes cast by Goldcorp Shareholders, in person or by proxy, at the Goldcorp Meeting.

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Principal Shareholder

      To the knowledge of the directors and officers of Goldcorp, the only person or company that beneficially owns, directly or indirectly, or exercises control or direction over, in excess of 10% of the outstanding Goldcorp Shares is:

Name and Address of Beneficial Owner (1)	Number of Goldcorp Shares (1)		% of Class (2)
Fidelity (3)		27,259,994		14.35	%
82 Devonshire Street
Boston, MA 02109

Notes:

(1)	Based upon public filings with securities regulatory authorities in Canada on SEDAR and with the Securities and Exchange Commission in the United States on EDGAR.
(2)	Calculated on the basis of 189,980,188 Goldcorp Shares outstanding as of December 31, 2004.
(3)	Comprised of Fidelity Management and Research Company, Fidelity Management Trust Company and certain other affiliates and associates of such companies.

Interests of Certain Persons in the Transaction

      For a description of the interests of certain directors and officers of each of Goldcorp and Wheaton in the Transaction, please see the section entitled “4. Agreements Relating to the Offer — Management and Directors” in Schedule E and the section entitled “Change of Control Agreements” in Schedule C.

GOLDCORP

      For information regarding Goldcorp, please see the section entitled “1. Goldcorp and Subco” in Schedule E.

WHEATON

      For information regarding Wheaton, please see the section entitled “2. Wheaton” in Schedule E and the Wheaton documents incorporated by reference in this Circular and listed in Schedule D.

THE TRANSACTION

      Goldcorp and Wheaton have entered into the Acquisition Agreement providing for the Transaction. The Transaction will involve the acquisition by Goldcorp of all of the Wheaton Shares pursuant to the Offer to Purchase and a Subsequent Acquisition Transaction.

Background

      For a description of the background to the Transaction, please see the section entitled “3. Background to the Offer” in Schedule E.

Summary of the Transaction

      On December 23, 2004, Goldcorp and Wheaton entered into the Acquisition Agreement. The Acquisition Agreement sets forth the terms and conditions of the Transaction. On December 29, 2004, Goldcorp mailed the Offer to Purchase to shareholders of Wheaton. Please see the section entitled “The Acquisition Agreement” in the Circular and the section entitled “4. Agreements Relating to the Offer” in Schedule E.

      The Transaction will involve the acquisition by Goldcorp of all of the Wheaton Shares pursuant to the Offer to Purchase and a Subsequent Acquisition Transaction, as more fully described in the section entitled “The Transaction” in the Circular and in the Offer to Purchase attached as Schedule E.

      Subject to approval by the Goldcorp Shareholders of the Share Issue Resolution and to satisfaction of the other conditions to the Offer to Purchase and Subsequent Acquisition Transaction, Goldcorp will issue up to 200,000,000 Goldcorp Shares in connection with the Transaction.

      Following completion of the Transaction, Wheaton will become a wholly-owned subsidiary of Goldcorp.

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Strategic Rationale for the Transaction

      The strategic rationale for the Transaction is the creation of a combined company having the following attributes:

• Production — 2005 gold production expected to be in excess of 1.1 million ounces at a total cash cost of less than $60 per ounce (taking into account credits from the production of other minerals);

• Growth — annual production expected to grow to 1.5 million ounces of gold by 2007;

• Balance Sheet — strong balance sheet with over $500 million in cash and gold bullion, with no debt;

• Reserves — proven and probable reserves of 10.5 million ounces of gold plus additional measured and indicated resources of 9.5 million ounces of gold as of December 31, 2003, all of which are unhedged;

• Liquidity — combined daily average trading liquidity of over $60 million; and

• Market Capitalization — expected to be approximately $5 billion.

Recommendation of the Goldcorp Board of Directors

      The Goldcorp Board of Directors has unanimously approved the Acquisition Agreement.

      The Goldcorp Board of Directors recommends that the Goldcorp Shareholders vote IN FAVOUR of the Share Issue Resolution at the Goldcorp Meeting. In recommending that Goldcorp Shareholders vote in favour of the Share Issue Resolution, the Goldcorp Board of Directors has considered, among other things, the strategic rationale for the Transaction as well as the following factors:

(a)	the financial analysis provided by GMP to the Goldcorp Board of Directors and the GMP Fairness Opinion, which states that, as of December 30, 2004, the Transaction is fair, from a financial point of view, to the Goldcorp Shareholders;
(b)	the Goldcorp Board of Directors, after consultation with its financial and legal advisors, has determined that the proposed offer for Goldcorp Shares announced by Glamis Gold Ltd. on December 16, 2004 is not a Superior Proposal to the Transaction; and
(c)	under the terms of the Acquisition Agreement, the Goldcorp Board of Directors is able to consider (in accordance with the provisions of the Acquisition Agreement) any unsolicited bona fide Alternative Transaction that is a Superior Proposal and approve or recommend to Goldcorp Shareholders or enter into an agreement in respect of a Superior Proposal (please see the section entitled “4. Agreements Relating to the Offer — No Solicitation” in Schedule E).

      Three members of the Goldcorp Board of Directors, namely, Messrs. Goldsack, Horne and Hutch, abstained from making a recommendation to Goldcorp Shareholders with respect to voting on the Share Issue Resolution at the Goldcorp Meeting. They stated that, in their view, both the Transaction and the proposed offer for Goldcorp Shares announced by Glamis Gold Ltd. on December 16, 2004 have merit and, at the time of the meeting held by the Goldcorp Board of Directors on December 30, 2004, they preferred not to make a recommendation with respect to either alternative.

      In making its determination, the Goldcorp Board of Directors also considered and evaluated, among other things: (i) information with respect to the financial condition, business and operations of each of Goldcorp and Wheaton on both a historical and pro forma basis; (ii) information with respect to the assets and properties of Goldcorp and Wheaton; (iii) the other terms of the Transaction, including the structure of the Transaction; and (iv) the risks associated with the completion of the Transaction, including an announcement by Glamis Gold Ltd. on December 16, 2004 of its intention to make a hostile take-over bid for all of the Goldcorp Shares.

      This discussion of the information and factors considered by the Goldcorp Board of Directors is not intended to be exhaustive, but is believed to include all material factors considered by the Goldcorp Board of Directors. In making the determination to approve the Acquisition Agreement and recommending that Goldcorp Shareholders vote in favour of the Share Issue Resolution at the Goldcorp Meeting, the Goldcorp Board of Directors did not assign any relative or specific weight to the factors which were considered, and individual directors may have given a different weight to each factor.

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GMP Fairness Opinion

      On December 30, 2004, GMP delivered the GMP Fairness Opinion to the Goldcorp Board of Directors, which concludes that, subject to the assumptions, limitations and qualifications set forth therein, as of such date, the Transaction is fair, from a financial point of view, to the Goldcorp Shareholders.

      The complete text of the GMP Fairness Opinion, which sets forth the assumptions made, matters considered and limitations on the review undertaken in connection with the GMP Fairness Opinion, is set out in Schedule B. The GMP Fairness Opinion addresses only the fairness of the Transaction from a financial point of view to the Goldcorp Shareholders and is not and should not be construed as a valuation of Goldcorp or Wheaton or any of their respective assets or securities or a recommendation to any Goldcorp Shareholder as to whether to vote in favour of the Share Issue Resolution. Goldcorp Shareholders are urged to, and should, read the GMP Fairness Opinion in its entirety.

Completion of the Transaction

      Upon the satisfaction or waiver of the conditions to the completion of the Offer to Purchase, including the approval of the Share Issue Resolution, Goldcorp will complete the Offer to Purchase. The Offer to Purchase expires on February 3, 2004, unless it is extended in accordance with its terms. Upon the successful completion of the Offer to Purchase, Goldcorp and Wheaton will take all necessary steps to proceed with, as soon as practicable, and in any event within 120 days following the expiry of the Offer to Purchase, a Subsequent Acquisition Transaction so that Goldcorp may acquire all of the Wheaton Shares that were not acquired under the Offer to Purchase.

      The Acquisition Agreement requires Goldcorp to pay a termination fee of $35 million if the Acquisition Agreement is terminated under certain circumstances set out in the Acquisition Agreement, including the Share Issue Resolution not being approved by the Goldcorp Shareholders at the Goldcorp Meeting. Please see the section entitled “4. Agreements Relating to the Offer — Termination Fee” in Schedule E.

Conditions to the Transaction

      The Offer to Purchase is subject to, among others, the following principal conditions: (i) there having been properly deposited under the Offer to Purchase and not withdrawn at the time of expiry of the Offer to Purchase at least 66 2/3% of the Wheaton Shares outstanding at the time Wheaton Shares are taken up under the Offer to Purchase, which condition may be waived by Goldcorp only with the prior written consent of Wheaton; and (ii) the approval by the Goldcorp Shareholders of the Share Issue Resolution at the Goldcorp Meeting. For a description of the conditions to the Offer to Purchase, please see the section entitled “4. Conditions of the Offer” in Schedule E.

THE ACQUISITION AGREEMENT

      For a detailed summary of the Acquisition Agreement, please see the section entitled “4. Agreements Relating to the Offer” in Schedule E.

GOLDCORP AFTER COMPLETION OF THE TRANSACTION

      For a description of Goldcorp after completion of the Transaction, please see the section entitled “5. Strategic Rationale for the Offer; Purpose of the Offer, Plans for Wheaton, Plans for Wheaton Warrants and Wheaton Options and Plans for the Combined Company — Plans for the Combined Company” in Schedule E.

RISK FACTORS

      Goldcorp Shareholders should consider a number of risk factors in evaluating whether to approve the Share Issue Resolution. These risk factors include certain risks related to Wheaton, which are included in the Wheaton documents incorporated by reference in this Circular and listed in Schedule D.

REGULATORY MATTERS

      For a description of the approvals, consents or confirmations sought by Goldcorp, or required to be obtained or received by Goldcorp pursuant to the Acquisition Agreement, from any administrative agency or commission or

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other governmental authority or instrumentality in connection with the Transaction, please see the section entitled “16. Regulatory Matters” in Schedule E.

STOCK EXCHANGE LISTINGS

      The TSX has conditionally approved the listing of the Consideration Shares. Goldcorp has applied to the NYSE to list the Consideration Shares. Listing will be subject to Goldcorp fulfilling all of the requirements of the TSX and the NYSE.

PRICE RANGE AND TRADING VOLUME

      For information regarding the price range and trading volume of Goldcorp Shares, please see the section entitled “1. Goldcorp and Subco — Price Range and Trading Volume of Goldcorp Shares” in Schedule E. For information regarding the price range and trading volume of the Wheaton Shares, please see the section entitled “2. Wheaton — Price Range and Trading Volume of Common Shares” in Schedule E.

EXECUTIVE COMPENSATION AND OTHER INFORMATION ABOUT GOLDCORP

      Goldcorp’s statement on executive compensation for its three most recently completed financial years is included in Schedule C.

ACCOUNTING TREATMENT

      For a description of the accounting treatment of the Transaction and for a presentation of certain pro forma effects of such accounting treatment on the combined financial position and results of operations of Goldcorp after giving effect to the Transaction, please refer to the pro forma consolidated financial statements of Goldcorp included in “Appendix A — Pro Forma Financial Statements” in Schedule E.

BUSINESS TO BE CONSIDERED BY GOLDCORP SHAREHOLDERS

Approval of Share Issue Resolution

      At the Goldcorp Meeting, the Goldcorp Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, the Share Issue Resolution, the full text of which is set out in Schedule A, approving the issue to the holders of common shares, or securities convertible into common shares, of Wheaton of up to 200,000,000 Consideration Shares in connection with the Transaction.

      The issuance of the Consideration Shares in connection with the Transaction is not required to be approved by the Goldcorp Shareholders pursuant to applicable corporate and securities legislation and stock exchange rules. However, Goldcorp has included a condition in the Offer to Purchase that the Share Issue Resolution be approved by the Goldcorp Shareholders at the Goldcorp Meeting. In the event that the Share Issue Resolution is not approved at the Goldcorp Meeting, this condition in the Offer to Purchase will not be satisfied. Please see the section entitled “4. Conditions of the Offer” in Schedule E.

      The Goldcorp Board of Directors recommends that the Goldcorp Shareholders vote IN FAVOUR of the Share Issue Resolution at the Goldcorp Meeting. Please see the section entitled “The Transaction — Recommendation of the Goldcorp Board of Directors”.

      The Share Issue Resolution requires the affirmative vote of a majority of the votes cast by Goldcorp Shareholders, in person or by proxy, at the Goldcorp Meeting. Unless otherwise indicated in the accompanying form of proxy, the Goldcorp representatives designated as proxyholders in the accompanying form of proxy will vote the Goldcorp Shares represented by such form of proxy in favour of the Share Issue Resolution.

AUDITOR, REGISTRAR AND TRANSFER AGENT

      The auditor of Goldcorp is KPMG LLP, Chartered Accountants, Suite 3300, Commerce Court West, Toronto, Ontario, Canada M5L 1B2.

      The registrar and transfer agent for the Goldcorp Shares is Computershare Trust Company of Canada at its principal office in Toronto, Ontario, Canada.

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LEGAL MATTERS

      Certain legal matters in connection with the Transaction will be passed upon by Fraser Milner Casgrain LLP, with respect to matters of Canadian law, and Dorsey & Whitney LLP, with respect to matters of U.S. law, on behalf of Goldcorp.

ADDITIONAL INFORMATION ABOUT GOLDCORP

      Goldcorp is a reporting issuer or the equivalent in all provinces and territories of Canada and files its continuous disclosure documents with the Canadian securities regulatory authorities and with the SEC. Such documents, including financial information about Goldcorp, which is provided in Goldcorp’s comparative financial statements and management’s discussion and analysis for its most recently completed financial year, are available without charge at www.sedar.com and www.sec.gov or may be obtained on request without charge from the Corporate Secretary, Goldcorp Inc., Suite 2700, 145 King Street West, Toronto, Ontario, Canada M5H 1J8 (telephone: (416) 865-0326).

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APPROVAL BY GOLDCORP BOARD OF DIRECTORS

      The contents and the sending of this Circular to the Goldcorp Shareholders have been approved by the Goldcorp Board of Directors.

      The information concerning Wheaton contained in this Circular (including the Schedules attached hereto and the documents incorporated by reference herein) has been taken from, or is based upon, publicly available documents and records on file with the Canadian securities regulatory authorities, and other public sources. Although Goldcorp has no knowledge that would indicate that any statements contained herein relating to Wheaton taken from or based upon such documents, records and sources are untrue or incomplete, neither Goldcorp, nor any of its officers or directors, assumes any responsibility for the accuracy or completeness of the information relating to Wheaton taken from or based upon such documents, records and sources, or for any failure by Wheaton to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to Goldcorp.

      DATED at Toronto, Ontario, Canada this 31st day of December 2004.

By Order of the Board of Directors,

ROBERT R. MCEWEN

Chairman and Chief Executive Officer

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CONSENT OF KPMG LLP

TO: The Directors of Goldcorp Inc.

      We have read the management information circular and proxy statement of Goldcorp Inc. (the “Company”) dated December 31, 2004 concerning the issuance of common shares of Goldcorp Inc. in connection with the offer to acquire all of the common shares of Wheaton River Minerals Ltd. We have complied with Canadian generally accepted standards for an auditors’ involvement with offering documents.

      We consent to the incorporation by reference in the above-mentioned management information circular and proxy statement of our report to the shareholders of the Company on the balance sheets of the Company as at December 31, 2003 and 2002 and the statements of earnings, retained earnings (deficit) and cash flows for each of the years in the three-year period ended December 31, 2003. Our report is dated February 6, 2004.

(signed) KPMG LLP

Chartered Accountants

Toronto, Canada

December 31, 2004

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CONSENT OF DELOITTE & TOUCHE LLP

TO: The Directors of Goldcorp Inc.

      We have read the management information circular and proxy statement of Goldcorp Inc. dated December 31, 2004 relating to the proposed acquisition of all of the common shares of Wheaton River Minerals Ltd. We have complied with Canadian generally accepted standards for an auditors’ involvement with offering documents.

      We consent to the incorporation by reference in the above-mentioned management information circular and proxy statement of our report to the shareholders of Wheaton River Minerals Ltd. on the consolidated balance sheets of Wheaton River Minerals Ltd. as at December 31, 2003 and 2002 and the consolidated statements of operations, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2003. Our report is dated February 27, 2004 (except for Note 21(b) for which the date is March 30, 2004).

(signed) Deloitte & Touche LLP

Chartered Accountants

Vancouver, British Columbia

December 31, 2004

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SCHEDULE A

SHARE ISSUE RESOLUTION

BE IT RESOLVED THAT:

1.

the issue (the “Share Issue”) to the holders of common shares, or securities convertible into common shares, of Wheaton River Minerals Ltd. (“Wheaton”) of an aggregate of up to 200,000,000 common shares of Goldcorp Inc. (“Goldcorp”) in connection with the offer to acquire by Goldcorp of all of the common shares of Wheaton pursuant to Goldcorp’s offer to purchase (the “Offer to Purchase”) dated December 29, 2004, as amended from time to time, and a Subsequent Acquisition Transaction (as defined in the Offer to Purchase) be, and it hereby is, authorized and approved; and

2.

any one officer or any one director of Goldcorp be, and each of them hereby is, authorized and empowered, acting for, in the name of and on behalf of Goldcorp, to execute or to cause to be executed, under the seal of Goldcorp or otherwise, and to deliver or to cause to be delivered, all such documents, all in such form and containing such terms and conditions, as any one of them shall consider necessary or desirable in connection with the Share Issue and shall approve, such approval to be conclusively evidenced by the execution thereof by Goldcorp, and to do or to cause to be done all such other acts and things as any one of them shall consider necessary or desirable in connection with the Share Issue or in order to give effect to the intent of the foregoing paragraph of this resolution.

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SCHEDULE B

FAIRNESS OPINION OF GMP SECURITIES LTD.

December 30, 2004

The Board of Directors of

Goldcorp Inc.

145 King St. W. Suite 2700

Toronto, ON, M5H 1J8

To the Board of Directors:

GMP Securities Ltd. (“GMP”) understands that Goldcorp Inc. (“Goldcorp” or the “Corporation”) has entered into a definitive agreement with Wheaton River Minerals Ltd. (“Wheaton”) pursuant to which Goldcorp would offer Wheaton common shareholders 0.25 common shares of Goldcorp (the “Common Shares”) for each Wheaton common share held (the “Wheaton Transaction”). The terms of the Wheaton Transaction are more fully described in the definitive agreement between Goldcorp and Wheaton dated December 23, 2004.

You have requested GMP’s opinion (the “Opinion”) with respect to the fairness of the Wheaton Transaction, from a financial point of view, to the shareholders of Goldcorp (the “Goldcorp Shareholders”). This opinion is provided pursuant to GMP’s engagement by Goldcorp to provide financial advice to Goldcorp dated December 3, 2004 (the “Engagement”).

GMP ENGAGEMENT, ASSIGNMENT AND BACKGROUND

Under the Engagement, among other advice and services, GMP is to assist Goldcorp in evaluating the Wheaton Transaction and to determine whether the Wheaton Transaction is fair, from a financial point of view, to the Goldcorp Shareholders.

GMP has previously acted as an underwriter to Goldcorp. The most recent transaction for which GMP acted for Goldcorp was in May 2002, whereby GMP was the lead underwriter for an offering of Common Shares for gross proceeds of $144 million.

GMP has acted as both a financial advisor and as an underwriter to Wheaton. The most recent transaction for which GMP acted for Wheaton was in October 2003, whereby GMP was the lead underwriter raising gross proceeds of C$120 million. In August 2003, GMP acted as lead underwriter to Wheaton raising gross proceeds of C$100 million. In February 2003, GMP was the co-lead underwriter and co-financial advisor to Wheaton, raising gross proceeds of C$333 million for the acquisition of Rio Tinto’s 25% interest in the Bajo de la Alumbrera Mine in Argentina and 100% of the Peak mine in Australia. In May 2002, GMP acted both as the lead underwriter and the financial advisor for Wheaton’s acquisition of Minas Luismin, S.A de C.V. in Mexico, raising gross proceeds of C$126.5 million.

In July 2004, Wheaton announced that it was to create a new “pure play” silver company by selling silver from Wheaton’s Luismin assets in Mexico to a company to be called Silver Wheaton Corp. (“Silver Wheaton”). GMP acted as lead agent to Silver Wheaton (then called “Chap Mercantile Inc.”) in a C$70 million transaction, the net proceeds of which were used, in part, to pay the cash portion of the purchase price payable by Silver Wheaton to Wheaton. In November 2004, GMP acted as lead underwriter to Silver Wheaton, raising gross proceeds of C$60.75 million.

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CREDENTIALS OF GMP SECURITIES LTD.

GMP is a wholly-owned subsidiary of GMP Capital Corp., a publicly listed company on the Toronto Stock Exchange. GMP has offices in Toronto, Calgary, Montreal and Geneva, Switzerland, which provide research, corporate finance advice and services, engages in trading and investment banking. The Opinion expressed herein represents the opinion of GMP and the form and content herein have been approved for release by the executive committee of GMP, the members of which have extensive experience in merger, acquisition, divestiture, valuation, fairness opinion and capital market matters.

GMP is not an insider, associate, or affiliate of Goldcorp or Wheaton and is not an advisor to any person or company other than to Goldcorp with respect to the Wheaton Transaction. GMP has acted as lead underwriter for Wheaton in the past 24 months as described above. GMP has not entered into any other agreements or arrangements with Goldcorp or Wheaton or any of their affiliates with respect to any future dealings. GMP may however, in the normal course of its business, provide financial advisory or investment banking services to Goldcorp, Wheaton or any of their respective affiliates from time to time. In addition, in the ordinary course of business, GMP may actively trade Common Shares and other securities of the Corporation, as well as securities of Wheaton for its own account and for the accounts of GMP customers and, accordingly, may at any time hold a long or short position in such securities.

SCOPE OF REVIEW

In connection with the Opinion, GMP has reviewed and relied upon, among other things, the following:

1.	Definitive agreement between Goldcorp and Wheaton dated December 23, 2004;
2.	audited financial statements of the Corporation and Wheaton as at December 31, 2002 and December 31, 2003;
3.	unaudited interim financial statements of the Corporation and Wheaton for the periods up to and including ending September 30, 2004;
4.	published research and industry reports for the Corporation and Wheaton and for the worldwide metals and mining industry;
5.	public information relating to the business, operations, financial performance and stock trading history of the Corporation and Wheaton and other selected public companies considered by GMP to be relevant;
6.	press releases issued by the Corporation and Wheaton;
7.	public filings submitted by the Corporation and Wheaton to securities commissions or similar regulatory authorities in Canada;
8.	public information with respect to other transactions of a comparable nature considered by GMP to be relevant;
9.	discussions with senior officers and directors of Goldcorp; and
10.	other such corporate, industry and financial market information, investigations and analyses as GMP considered necessary or appropriate in the circumstances.

GMP has not, to the best of its knowledge, been denied access by the Corporation to any information requested. With respect to Wheaton, GMP has relied only on publicly available information. GMP did not meet with the auditors of the Corporation or Wheaton and has assumed the accuracy and fair presentation of the audited consolidated financial statements of the Corporation and Wheaton and the reports of the auditors thereon.

ASSUMPTIONS AND LIMITATIONS

With the Corporation’s Board of Directors’ approval, GMP has relied upon the completeness, accuracy and fair presentation of all of the financial and other information, data, advice, opinion or representations obtained by it from public sources, senior management of the Corporation, and their consultants and advisors (collectively, the “Information”). The Opinion is conditional upon such completeness, accuracy and fair presentation of such Information. Subject to the exercise of professional judgement and except as expressly described herein, GMP has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information.

Senior officers of the Corporation have represented to GMP in a certificate delivered as of the date hereof, among other things, that (i) the Information provided orally by, or in the presence of, an officer or employee of the Corporation or in writing by the Corporation to GMP relating to the Corporation, the Wheaton Transaction for the

B-2

purpose of preparing this Opinion was, at the date the Information was provided to GMP, and is, except as has been disclosed in writing to GMP, complete, true and correct in all material respects, and did not and does not contain any untrue statement of a material fact (as such term is defined in the Securities Act (Ontario) the (“Act”)) in respect of the Corporation or the Wheaton Transaction, necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; and (ii) since the dates on which the Information was provided to GMP, except as disclosed in writing to GMP, there has been no material change (as such term is defined in the Act, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Corporation and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material effect on the Opinion.

The Opinion is rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at the date hereof and the condition and prospects, financial and otherwise, of the Corporation and its subsidiaries and affiliates, as they were reflected in the Information and as they have been represented to GMP in discussions with management of the Corporation. In its analyses and in preparing the Opinion, GMP made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of GMP or any party involved in the Wheaton Transaction.

GMP is acting as financial advisor to the Corporation and will receive a fee from the Corporation for its services, including the delivery of this Opinion. GMP is also entitled to other fees in connection with the Wheaton Transaction, some of which are subject to the successful completion of the Wheaton Transaction. In addition, the Corporation has agreed to indemnify GMP, its affiliates and their respective officers, directors, employees, partners, agents, advisors and shareholders for certain liabilities arising out of the Engagement.

The Opinion is not, and should not be construed as, a valuation of Goldcorp, Wheaton, or any of the assets or securities thereof. Furthermore, the Opinion is not, and should not be construed as, advice as to the price at which shares of the Corporation or Wheaton (before or after completion of the Wheaton Transaction) may trade at any future date.

The Opinion has been provided for the use of the Board of Directors of the Corporation and may not be used by any other person or relied upon by any other person other than the Board of Directors and the Corporation without the express prior written consent of GMP. The Opinion is given as of the date hereof and GMP disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion that may come or be brought to GMP’s attention after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Opinion after the date hereof, GMP reserves the right to change, modify or withdraw the Opinion.

GMP believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by GMP, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of an opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. This Opinion is not to be construed as a recommendation to any holder of Common Shares as to whether to vote in favour of the Wheaton Transaction.

CONCLUSION

Based on and subject to the foregoing and such other factors as GMP considered relevant, GMP is of the opinion that, as of the date hereof, the Wheaton Transaction is fair, from a financial point of view, to the Goldcorp Shareholders.

Yours very truly,

GMP Securities Ltd.

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SCHEDULE C

STATEMENT OF EXECUTIVE COMPENSATION

      The following discussion was included in the management information circular for Goldcorp’s annual and general meeting of Shareholders held on June 16, 2004, and the information contained herein is given as of March 31, 2004, except where otherwise indicated.

Compensation of the Directors

      Directors of the Corporation who are not employees of the Corporation are remunerated for their services as follows:

•  Annual fee	$	14,274
•  Annual fee paid to the Chair of any committee of the Board of Directors	$	2,141
•  Attendance fee for any meeting of the Board of Directors or any committee of the Board of Directors	$	714

      The committee meeting fee is reduced to $357 if such meeting is held on the same day as a meeting of the Board of Directors. If a director is required to travel for an additional day to attend a meeting of the Board of Directors or a committee meeting, an additional attendance fee of $714 is payable to such director. Directors are reimbursed for their reasonable expenses incurred to attend meetings.

      The Corporation is authorized to pay the fees of the directors of Goldcorp in Common Shares. Upon a change of control of the Corporation, all unexercised and unvested stock options held by Directors will become immediately exercisable.

Officers of the Corporation

      The following table sets out the officers of the Corporation and, as of March 31, 2004, the number of Common Shares owned by each of them or over which control or direction is exercised by each of them, and the number of stock options which they hold in Goldcorp.

OFFICERS

	Common			Stock
Name, Position with the Corporation and/or Principal Occupation	Shares			Options
ROBERT R. MCEWEN		6,434,484	(1)		2,135,000
Resident of Toronto, Ontario
Chairman and Chief Executive Officer He has been a Director of Goldcorp and its predecessor companies since 1986. He is also Chair, Chief Executive Officer and a director of Lexam Explorations Inc. He was previously Chair, Chief Executive Officer and a director of CSA Management Inc.
R. BRUCE HUMPHREY		75,000	(2)		400,002
Resident of Brampton, Ontario
Senior Vice President and Chief Operating Officer He has been with Goldcorp since April 1998. From 1995 until 1998, he was a Vice President of the BLM Service Group. Up until February, 2003 he was Vice President, Operations and now serves as Senior Vice President & Chief Operating Officer. He has 31 years of experience in senior management and engineering positions, acquired with several mining companies and contractors. Mr. Humphrey has resigned effective as of May 31, 2004.

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	Common			Stock
Name, Position with the Corporation and/or Principal Occupation	Shares			Options
JOHN A. BEGEMAN		4,400	(2)		329,000
Resident of Rapid City, South Dakota USA
Vice President, Western Operations He has been with Goldcorp since 1987 and has been Vice President, Western Operations since May 2000. He is the General Manager of Wharf Resources (USA) Inc. and is responsible for Saskatchewan Minerals. He has 27 years of experience in the mining industry
BRAD BOLAND		5,000	(2)		102,000
Resident of Newmarket, Ontario
Vice President, Finance He has been with Goldcorp since 1998. He was Controller from July 2001 to February 2003 when he became Vice President, Finance. He is also Vice President, Finance of Lexam Explorations Inc. He has eight years of experience in the mining industry
CHRISTOPHER J. BRADBROOK		60,000	(2)		100,000
Resident of Oakville, Ontario
Vice President, Corporate Development He has been with Goldcorp since January 2001. His career encompasses a 23 year association with the mining industry, including 18 years working directly in the industry and 6 years as a mining analyst. He has performed a variety of roles with several major mining companies and has participated in several significant gold discoveries, acquisitions and corporate developments globally. Mr. Bradbrook has resigned effective as of May 7, 2004.
GILLES FILION		21,100	(2)		473,000
Resident of Mississauga, Ontario
Vice President, Exploration He has been with Goldcorp since March 1998. He is also Vice President, Exploration of Lexam Explorations Inc. From 1994 to 1998, he was Manager, Geological Services at Pearson Hoffman. He has 25 years of experience in gold exploration and mining
R. GREGORY LAING		—			75,000
Resident of Oakville, Ontario
Vice President, Legal He joined Goldcorp in 2003 after serving for over eight years as General Counsel to a mid-tier Canadian gold mining company with extensive international operations. Prior to entering the mining industry, he worked for nine years as a corporate securities lawyer at two prominent Bay Street firms. He is also Vice President, Legal of Lexam Explorations Inc.
PERRY Y. ING		—			12,500
Resident of Toronto, Ontario
Corporate Controller He has been with Goldcorp since December 2003. He is also Corporate Controller of Lexam Explorations Inc. He is a Chartered Accountant with six years of experience in the mining practice at PricewaterhouseCoopers LLP from 1997 to 2003.

Notes:

(1)	Represents approximately 3.39% of outstanding Common Shares.
(2)	Represents less than 1% of outstanding Common Shares.

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Summary Compensation Table

      The following table sets out, for the periods indicated, information concerning the compensation earned by the Chief Executive Officer and the other four most highly compensated “executive officers” of the Corporation, as that term is defined by applicable securities legislation.

			Annual Compensation (1)						Long Term Compensation
									Awards				Payouts
											Restricted Shares
							Other Annual		Securities Under		Or Restricted		LTIP		All Other
Name and			Salary		Bonus		Compensation		Options Granted		Share Units		Payouts		Compensation
Principal Position	Year		($)		($)		($)(2)		(#)(3)(4)		($)		($)		($)
ROBERT R. MCEWEN		2003		247,475		—		19,081		800,000		—		—		—
Chairman and		2002		220,945		1,900,000		16,308		2,000,000		—		—		—
Chief Executive Officer		2001		223,896		—		16,533		—		—		—		—
R. BRUCE HUMPHREY (3)		2003		151,364		71,370		13,200		200,000		—		—		—
Senior Vice President and		2002		117,827		63,690		10,127		200,000		—		—		—
Chief Operating Officer		2001		119,455		96,855		10,267		—		—		—		—
CHRISTOPHER J. BRADBROOK		2003		121,924		71,370		11,304		100,000		—		—		—
Vice President,		2002		95,535		—		8,789		—		—		—		—
Corporate Development		2001		89,901		—		6,780		200,000		—		—		—
GILLES FILION		2003		101,702		42,822		9,999		90,000		—		—		—
Vice President,		2002		82,797		38,214		8,025		160,000		—		—		—
Exploration		2001		83,941		32,285		8,136		—		—		—		—
BRAD J. BOLAND (6)		2003		86,239		28,548		4,304		60,000		—		—		—
Vice President,		2002		63,159		15,923		3,716		42,000		—		—		—
Finance		2001		54,885		19,371		2,215		—		—		—		—

Notes:

(1)	All dollar amounts have been converted from Canadian dollars at an exchange rate of Cdn$1.00 equals US$0.7137 for 2003, US$0.6369 for 2002 and US$0.6457 for 2001.
(2)	The Corporation pays its executive officers and certain members of its senior personnel a monthly payment equal to 6% of his or her monthly basic salary. This payment is in lieu of the Corporation maintaining a pension plan for such individuals. The aggregate value of other annual compensation for each named executive officer does not exceed the lesser of $33,660 and 10% of his or her aggregate salary and bonus.
(3)	Options are exercisable for the purchase of Common Shares.
(4)	Share amounts have been restated to reflect the May 22, 2002 two-for-one stock split.
(5)	Mr. Humphrey was appointed Senior Vice President and Chief Operating Officer in February 2003.
(6)	Mr. Boland was appointed Vice President, Finance in February 2003.

Goldcorp Stock Option Plan

      On October 30, 2000, as part of the amalgamation of Goldcorp and CSA Management Inc., the Shareholders approved the adoption of a Goldcorp stock option plan (the “Goldcorp Stock Option Plan”). Share amounts have been restated to reflect the May 22, 2002 two-for-one stock split.

      Under the Goldcorp Stock Option Plan, the maximum number of Common Shares that can be issued is 18,000,000. As of March 31, 2004: 10,497,335 options have been granted and exercised; 5,709,413 options have been granted but not yet exercised; and 1,793,252 options are available for future grants.

      The purpose of the Goldcorp Stock Option Plan is to attract and retain superior employees, to provide a strong incentive for employees and consultants to put forth maximum effort for the continued success and growth of the Corporation and its Designated Subsidiaries (as defined in the Goldcorp Stock Option Plan) and, in combination with these goals, to encourage equity ownership in the Corporation by its employees and consultants.

      The Goldcorp Stock Option Plan is administered by the Board of Directors, with the Compensation Committee having been designated by the Board of Directors to administer it. The Compensation Committee has full and complete authority to interpret the Goldcorp Stock Option Plan, to prescribe such rules and regulations as it deems necessary for the proper administration of the Goldcorp Stock Option Plan and to make such determinations and to take such actions in connection therewith as it deems necessary or advisable.

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      The Goldcorp Stock Option Plan is subject to the following:

(a)	the maximum number of Common Shares which may be issued under the Goldcorp Stock Option Plan shall not exceed 18,000,000, subject to adjustment. The maximum number of Common Shares with respect to which grants may be made to any one (1) employee or his or her associates (as that term is defined in the Securities Act (Ontario)) shall not exceed 5% of the issued shares. The maximum number of Common Shares reserved for issuance to insiders (as defined in the Securities Act (Ontario)) of the Corporation and their associates shall not exceed 10% of the issuable shares, the maximum number of Common Shares which may be issued to insiders of the Corporation and their associates under the Goldcorp Stock Option Plan within any one (1) year period, when taken together with any other share compensation arrangements, shall not exceed 10% of the issuable shares for all such insiders and associates in the aggregate and, in the case of any one (1) insider and his or her associates, shall not exceed 5% of the issuable shares. However, notwithstanding the foregoing, the number of stock options to be granted in any one (1) year shall be limited to no more than 24,000 stock options for each director;
(b)	the market value of Common Shares issued under the Goldcorp Stock Option Plan means the closing board lot sale price of the Common Shares on the Toronto Stock Exchange (“TSX”) on the business day immediately preceding the date of grant and, if there was not a board lot sale on the TSX on such date, then the last board lot sale prior thereto;
(c)	options are exercisable for a maximum period of ten (10) years from the date of grant to the extent the grant has vested. Options vest one-third (1/3) after the first year after the grant and an additional one-third (1/3) at the end of each succeeding anniversary date of the grant thereafter, with the Compensation Committee having the authority to accelerate the vesting of all or any part of the options;
(d)	the Goldcorp Stock Option Plan also provides for stock appreciation rights; however, in 2003, no stock appreciation rights were granted; and
(e)	grants made under the Goldcorp Stock Option Plan are not assignable.

      In 2003, there were 1,250,000 stock options granted to the executive officers of the Corporation. See “Executive Compensation — Aggregated Option Grants during the Most Recently Completed Financial Year — 2003”.

      The following table sets forth information concerning the aggregated stock options granted to the executive officers of the Corporation during 2003.

Aggregated Option Grants during the Most Recently Completed

Financial Year — 2003

	Securities		% of Total				Market Value of
	Under		Options				Securities Underlying
	Options		Granted to		Exercise or		Options on the
	Granted		Employees in		Base Price		Date of Grant
Name	(#)		Financial Year		($/Security) (1)(2)		($/Security) (1)		Expiration Date
ROBERT R. MCEWEN		800,000		37	$	12.49	$	10,495,715		August 19, 2013
R. BRUCE HUMPHREY		200,000		9	$	12.49	$	2,623,929		August 19, 2013
CHRISTOPHER J. BRADBROOK		100,000		5	$	12.49	$	1,311,964		August 19, 2013
GILLES FILION		90,000		4	$	12.49	$	1,180,768		August 19, 2013
BRAD J. BOLAND		60,000		3	$	12.49	$	787,179		August 19, 2013

Notes:

(1)	All dollar amounts have been converted from Canadian dollars at an exchange rate of Cdn$1.00 equals US$0.7137.
(2)	Strike Price — Cdn$17.50.

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     The following table sets forth information concerning the aggregated stock options exercised by the executive officers of the Corporation during 2003.

Aggregated Option Exercises during the Most Recently Completed Financial Year

and Financial Year-End Option Values — 2003

							Value
							Unexercised
					Unexercised		In-the-Money
					Options at		Options at
	Securities				Dec. 31, 2003		Dec. 31, 2003
	Acquired		Aggregate Value		(#)		($)
	On Exercise		Realized		Exercisable/		Exercisable/
Name	(#)		($) (1)		Unexercisable		Unexercisable (1)(2)
ROBERT R. MCEWEN		5,525,000	$	67,307,800 (3)		1,666/2,133,334		$9,595/$10,007,981
R. BRUCE HUMPHREY		91,666	$	1,025,442 (4)		141,668/333,334		$1,276,295/$1,213,294
CHRISTOPHER BRADBROOK		105,000	$	1,176,800 (5)		13,333/166,667		$156,463/$986,099
GILLES FILION		45,000	$	571,050 (6)		276,333/196,667		$3,042,473/$814,762
BRAD J. BOLAND		20,000	$	214,000 (7)		14,000/88,000		$80,634/$294,872

Notes:

(1)	All dollar amounts have been converted from Canadian dollars at an exchange rate of Cdn$1.00 equals US$0.7137.
(2)	On December 31, 2003, the last trading day of the year, the closing price of the Common Shares on the TSX was Cdn$20.62 and on the NYSE was US$15.95.
(3)	Exercised on: December 16, 2003 — 1,340,000 at $4.70; 1,680,000 at $2.70; 840,000 at $1.40; 1,000,000 at $2.30; 331,667 at $8.90; 333,333 at $8.10.
(4)	Exercised on: February 14, 2003 — 25,000 at $2.80; September 18, 2003 — 30,000 at $2.30; December 22, 2003 — 36,666 at $2.30.
(5)	Exercised on: February 14, 2003 — 10,000 at $3.20; June 17, 2003 — 20,000 at $3.20; November 7, 2003 — 20,000 at $3.20; December 12, 2003 — 15,000 at $3.20; December 22, 2003 — 40,000 at $3.20.
(6)	Exercised on: November 4, 2003 — 45,000 at $2.70.
(7)	Exercised on: September 4, 2003 — 20,000 at $2.30.

Change of Control Agreements

      The Corporation has change of control agreements with certain executive officers in order to induce them to remain in the employ of the Corporation in the event of a “Change of Control” (as defined in the agreements).

      In the event of a Change in Control, each change of control agreement provides that, among other things, if the applicable executive officer’s employment is terminated by the Corporation or, in the case of Mr. Robert R. McEwen, in certain circumstances at his election, at any time within twenty-four (24) months following the Change in Control (other than for just cause, disability, retirement or death) such executive officer will be entitled to receive, among other things, an amount equal to two (2) times their annual salary and other remuneration (or four (4) times his annual salary and other remuneration in the case of Mr. McEwen). In addition, upon such event of termination, all of the executive officer’s unexercised and unvested stock options will become immediately exercisable and will remain exercisable for a period of 180 days following the date of termination.

Directors’ and Officers’ Liability Insurance

      The Corporation, together with its related companies, maintains liability insurance for the benefit of the Corporation, its related companies and their directors and officers, as a group. The amount of insurance purchased in 2003 was $35,000,000 (aggregate limit). The policy contains a deductible clause of $250,000 for the Corporation and nil for each director or officer, on a per claim basis. In 2003, the aggregate insurance premium was $411,600 and did not distinguish between directors as a group or officers as a group.

Interests of Management and Others in Material Transactions

      As of March 31, 2004, no director or executive officer of the Corporation, no security holder who is known to the Corporation to own of record or beneficially hold more than 10% of Common Shares and no associate or affiliate of any such director, executive officer or security holder has had any material interest, direct or indirect, in any transaction since December 31, 2001 or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its subsidiaries, except as disclosed herein.

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      The Corporation is a party to a management services agreement (the “Management Services Agreement”) with Lexam Explorations Inc. (“Lexam”) pursuant to which the Corporation provides technical, administrative and corporate management services to Lexam on a cost-recovery basis not to exceed $3,366 per month. Also pursuant to the Management Services Agreement, the Corporation has agreed not to compete with Lexam for mining exploration opportunities within a radius of ten (10) miles of the properties of Lexam for the term of the Management Services Agreement. In 2003, Lexam was invoiced $17,131 pursuant to the Management Services Agreement. The registered and executive offices of Lexam are located at the same address as the registered and executive offices of the Corporation, Suite 2700, 145 King Street West, Toronto, Ontario M5H 1J8.

      Mr. Robert R. McEwen serves as Chairman and Chief Executive Officer and is a director of Lexam, Mr. Brad Boland serves as Vice President, Finance, Mr. Gilles Filion serves as Vice President, Exploration, Mr. R. Gregory Laing as Vice President, Legal and Mr. Perry Ing as Corporate Controller of Lexam.

Disclosure of Auditor Fees

      During the year ended December 31, 2003, Goldcorp paid a total of $625,000 to KPMG LLP. The following is a description of the fees.

Audit Fees: Audit fees in connection with KPMG LLP’s audit of Goldcorp’s annual financial statements and their review of Goldcorp’s unaudited interim financial statements included in Goldcorp’s Quarterly Reports totalled approximately $398,000.

All Other Fees: Fees billed to Goldcorp by KPMG LLP for all other services totalled approximately $227,000. All non-audit related services performed by KPMG LLP were pre-authorized by the Audit Committee. These fees can be sub-categorized as follows:

Other Audit and Audit-Related Services: Other audit and audit-related services are services performed by KPMG LLP that are closely related to the performance of the audit and in many cases could only be provided by Goldcorp’s external auditors. Such services include comfort letters and consents related to securities registration statements and other capital raising activities, reports relating to Goldcorp’s regulatory filings, reports relating to Goldcorp’s compliance with provisions of or calculations required by agreements and due diligence pertaining to acquisitions. The aggregate fees billed to Goldcorp by KPMG LLP for other audit and audit-related services rendered to Goldcorp totalled approximately $81,000.

Tax-Related Services: The aggregate fees billed to Goldcorp by KPMG LLP for tax-related services, such as tax advisory and compliance, totalled approximately $148,000.

Report on Executive Compensation

      The Compensation Committee of the Board of Directors considers compensation matters as and when required. The Compensation Committee reviews and submits recommendations to the Board of Directors with respect to the Corporation’s executive compensation policies and the compensation paid to the Corporation’s executive officers. The Compensation Committee also reviews the design and competitiveness of the Corporation’s compensation and benefit programs generally and has the authority to recommend to the Board of Directors for its approval amendments to, and grants pursuant to, such programs.

          Composition of the Compensation Committee

      The Compensation Committee is composed of Mr. Michael L. Stein (Chair), Mr. Brian W. Jones and Dr. Donald R.M. Quick. They are unrelated and independent members of the Board of Directors.

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          Compensation Philosophy

      The Corporation’s executive compensation policy is designed to provide for the enhancement of Shareholder value, the successful implementation of the Corporation’s business plans and a link between executive compensation and the financial performance of the Corporation.

      The objectives of the Corporation’s executive compensation policy are to:

(a)	attract, retain and motivate executives critical to the success of the Corporation;
(b)	provide fair, competitive and cost effective compensation programs to its executives;
(c)	link the interests of management with those of the Shareholders; and
(d)	provide rewards for outstanding corporate and individual performance.

      The Compensation Committee reviews on an annual basis the cash compensation, performance and overall compensation package for each executive officer. It then submits to the Board of Directors recommendations with respect to the basic salary, bonus and participation in long-term incentive plans for each executive officer.

          Basic Salary

      In determining the basic salary of an executive officer, the Compensation Committee places equal weight on the following factors:

(a) the particular responsibilities related to the position;

(b)  salaries paid by comparable businesses;

(c)	the experience level of the executive officer; and
(d)	his or her overall performance.

          Bonus Payments

      Executive officers are eligible for annual cash bonuses, after taking into account and giving equal weight to, financial performance, attainment of certain corporate objectives and individual performance.

      In taking into account the financial performance aspect, it is recognized that executive officers cannot control certain factors, such as interest rates and the international market for gold and industrial minerals produced by the Corporation. When applying the financial performance criteria, the Compensation Committee considers factors over which the executive officers can exercise control, such as meeting budget targets established by the Board of Directors at the beginning of each year, controlling costs, taking successful advantage of business opportunities and enhancing the competitive and business prospects of the Corporation. There are no pre-established payout ranges.

      In 2003, bonuses were awarded to the following executive officers of the Corporation: Mr. R. Bruce Humphrey, Senior Vice President and Chief Operating Officer, in the amount of $71,370; Mr. Christopher J. Bradbrook, Vice President, Corporate Development, in the amount of $71,370; Mr. Gilles Filion, Vice President, Exploration, in the amount of $42,822; and Mr. Brad J. Boland, Vice President, Finance, in the amount of $28,548.

          Long-Term Incentives

      The Corporation maintains a stock option plan, the “Goldcorp Stock Option Plan”, which was approved by the Shareholders of the Corporation on October 30, 2000. The Goldcorp Stock Option Plan replaced the “Goldcorp Inc. 1994 Executive Stock Option Plan: Restated May 20, 1997” and the “CSA Employee Incentive Plan”.

      During 2003, the Board of Directors, on the recommendation of the Compensation Committee, granted stock options to executive officers of the Corporation as follows: Mr. Robert R. McEwen, Chairman and Chief Executive Officer, was granted 800,000 stock options; Mr. R. Bruce Humphrey, Senior Vice President and Chief Operating Officer, was granted 200,000 stock options; Mr. Christopher J. Bradbrook, Vice President, Corporate Development, was granted 100,000 stock options; Mr. Gilles Filion, Vice President, Exploration, was granted 90,000 stock options; and Mr. Brad Boland, Vice President, Finance, was granted 60,000 stock options. All of these options were granted at an exercise price of CDN$17.50 (US$12.40) and expire on August 19, 2013. The exercise price of the stock options was determined with reference to the closing price of the Common Shares on the TSX on the trading day immediately preceding the date of the grant of the stock options. The stock options vest one-third (1/3) after the

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first anniversary, and an additional one-third (1/3) on each succeeding anniversary, of the date of grant of the stock options.

Compensation Committee of the Board of Directors of Goldcorp Inc.

Michael L. Stein (Chair)

Brian W. Jones

Dr. Donald R.M. Quick

March 31, 2004

Performance Graph

      The following graph shows a comparison for the periods indicated of the cumulative return of $100 invested in the Corporation’s publicly traded shares versus the S&P/ TSX Composite Index and the S&P/ TSX Canadian Gold Index. The graph shows the return on the Corporation’s Class A subordinate voting shares until October 31, 2000, the date of the amalgamation of Goldcorp with CSA Management Inc., and the Common Shares subsequent to that date.

2004 Updates

      During 2004, the Board of Directors, on the recommendation of the Compensation Committee, granted stock options to executive officers of the Corporation as follows: Mr. Robert R. McEwen, Chairman and Chief Executive Officer, was granted 400,000 stock options; Mr. Gilles Filion, Vice President, Exploration, was granted 45,000 stock options; and Mr. Brad Boland, Vice President, Finance, was granted 40,200 stock options. All of these options were granted at an exercise price of C$16.87 and expire on September 23, 2014. The exercise price of the stock options was determined with reference to the closing price of the Goldcorp Shares on the TSX on the trading day immediately preceding the date of the grant of the stock options. The stock options vest one-third after the first anniversary, and an additional one-third on each succeeding anniversary, of the date of grant of the stock options.

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      During 2004, the change of control agreement for Mr. McEwen (please see the section entitled “Change of Control Agreements”) was terminated.

      The successful completion of the Transaction would constitute a change of control under the Goldcorp Stock Option Plan, and all issued and outstanding Goldcorp options would immediately vest and become exercisable. The Goldcorp Board of Directors has amended the Goldcorp Stock Option Plan to provide that, if a change of control occurs (as defined in the Goldcorp Stock Option Plan), all issued and outstanding Goldcorp options would expire in accordance with their original grant term.

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SCHEDULE D

WHEATON DOCUMENTS INCORPORATED BY REFERENCE

      The following documents filed by Wheaton with the securities commissions or similar regulatory authorities in the provinces and territories of Canada are specifically incorporated by reference in and form an integral part of the Circular, except to the extent that any statement made in any of such documents is modified or superseded by a statement in the Circular:

(a)	the Annual Information Form of Wheaton dated May 12, 2004 for the year ended December 31, 2003;
(b)	the audited comparative consolidated financial statements of Wheaton as at, and for the year ended, December 31, 2003, together with the auditors’ report thereon;
(c)	Management’s Discussion and Analysis of Results of Operations and Financial Condition of Wheaton for the year ended December 31, 2003;
(d)	the unaudited comparative consolidated interim financial statements of Wheaton as at, and for the nine-months ended, September 30, 2004;
(e)	Management’s Discussion and Analysis of Results of Operations and Financial Condition of Wheaton for the nine-months ended September 30, 2004;
(f)	the following sections in the Joint Management Information Circular of Wheaton and IAMGold Corporation (“IAMGOLD”) dated April 30, 2004 distributed in connection with the annual and special meeting of shareholders of Wheaton held on June 8, 2004: “General Proxy Information”; “Information Concerning the Meetings” (information respecting Wheaton only); “Annual Business to be Considered by Wheaton Shareholders”; “Wheaton Directors’ Approval”; and “Exhibit C — Information Concerning Wheaton River Minerals Ltd.” (excluding the sections entitled “Statement of Executive Compensation — Report on Executive Compensation”, “Statement of Executive Compensation — Performance Graph” and “Statement of Corporate Governance Practices”);
(g)	the material change report of Wheaton dated January 14, 2004 concerning the completion by Wheaton of the acquisition of the Amapari Gold Project in Brazil;
(h)	the material change report of Wheaton dated April 7, 2004 concerning the proposed agreement between Wheaton and IAMGOLD to combine the two companies;
(i)	the material change report of Wheaton dated May 6, 2004 concerning the completion of due diligence, receipt of final fairness opinions and signing of a definitive agreement by Wheaton and IAMGOLD, all in connection with the proposed combination of the two companies;
(j)	the material change report of Wheaton dated June 3, 2004 concerning: (A) the receipt by Wheaton of an unsolicited proposal from Coeur d’Alene Mines Corporation (“Coeur”) to acquire all of Wheaton’s outstanding common shares; and (B) the decision of Wheaton not to pursue Coeur’s proposal;
(k)	the material change report of Wheaton dated June 7, 2004 concerning: (A) the receipt by Wheaton of a further unsolicited proposal from Coeur to acquire all of Wheaton’s outstanding common shares; (B) the decision of Wheaton not to pursue the revised proposal delivered by Coeur; and (C) the recommendation of Wheaton that Wheaton’s shareholders vote in favour of the proposed IAMGOLD combination;
(l)	the material change report of Wheaton dated June 18, 2004 concerning: (A) the approval by Wheaton’s shareholders of the proposed IAMGOLD combination; (B) the decision of Wheaton to hold a further vote of its shareholders to approve the combination with IAMGOLD on July 6, 2004; (C) the receipt by Wheaton of a written request from Coeur for a list of Wheaton’s shareholders; and (D) the appointment by Wheaton’s board of directors of a special committee authorized to review and consider the proposed IAMGOLD combination, the unsolicited proposal made to Wheaton by Coeur, and any further proposals made to Wheaton or its shareholders by third parties;
(m)	the material change report of Wheaton dated July 1, 2004 concerning: (A) the rejection by Wheaton of the latest unsolicited proposals from Coeur; and (B) the reconfirmation by Wheaton of its recommendation that Wheaton’s shareholders vote in favour of the proposed IAMGOLD combination on July 6, 2004;

D-1

(n)	the material change report of Wheaton dated July 13, 2004 concerning: (A) the inability of IAMGOLD to obtain the required shareholder approval for the proposed combination with Wheaton; (B) the termination of the arrangement agreement between Wheaton and IAMGOLD; and (C) the adjournment by Wheaton of its shareholders’ meeting scheduled for July 6, 2004;
(o)	the material change report of Wheaton dated July 23, 2004 concerning the absence of a legal offer from Coeur to Wheaton’s Canadian shareholders;
(p)	the material change report of Wheaton dated July 23, 2004 concerning: (A) the agreement of Chap Mercantile Inc. (“Chap”) to purchase 100% of the silver produced by Wheaton’s Luismin mining operations in Mexico (the “Silver Transaction”); (B) the change of name by Chap to Silver Wheaton Corp.; (C) the option of Wheaton and Luismin S.A. de C.V. not to proceed with the Silver Transaction; and (D) the intention of Wheaton to complete an equity financing in connection with the Silver Transaction;
(q)	the material change report of Wheaton dated July 29, 2004 concerning: (A) the inability of Wheaton to make a recommendation to its shareholders to accept or reject Coeur’s offer; (B) the recommendation of Wheaton that Wheaton’s shareholders not tender their shares to Coeur’s U.S. offer or take any other action until they receive a further recommendation from Wheaton; (C) the filing by Wheaton of a Schedule 14D-9 with the SEC in connection with Wheaton’s response to Coeur’s U.S. offer; (D) the request from Wheaton to Coeur for confirmation with respect to Coeur’s intention not to take up and pay for Wheaton’s shares under Coeur’s U.S. offer until the same opportunity is provided to Wheaton’s Canadian shareholders; and (E) the intention of Wheaton to review and respond to Coeur’s offer once the offer is made to all of Wheaton’s Canadian shareholders;
(r)	the material change report of Wheaton dated September 13, 2004 concerning: (A) the recommendation of Wheaton that Wheaton’s shareholders reject Coeur’s offer to purchase all of Wheaton’s outstanding common shares; and (B) the rescheduling by Wheaton of the closing date of the Silver Transaction;
(s)	the material change report of Wheaton dated October 25, 2004 concerning the closing of the Silver Transaction;
(t)	the material change report of Wheaton dated December 14, 2004 concerning the agreement of Wheaton in principle to combine with Goldcorp Inc; and
(u)	the material change report of Wheaton dated December 31, 2004 concerning Wheaton’s entering into the Acquisition Agreement with Goldcorp.

      All documents of the type referred to above, and any material change reports (excluding confidential material change reports) and financial statements filed by Wheaton with any securities commissions or similar regulatory authorities in Canada subsequent to the date of the Circular and prior to the Goldcorp Meeting shall be deemed to be incorporated by reference into the Circular.

      Copies of the documents incorporated herein by reference may be obtained on request without charge from the Investor Relations Manager, Wheaton River Minerals Ltd., 1560 – 200 Burrard Street, Vancouver, British Columbia, Canada V6C 3L6 (telephone: (604) 696-3000). These documents are also available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com. For the purpose of the Province of Québec, the Circular contains information to be completed by consulting the permanent information record. A copy of the permanent information record may be obtained from the Investor Relations Manager at the above-mentioned address and telephone number or on SEDAR.

      Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of the Circular, to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not

D-2

misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Circular.

      Wheaton is a reporting issuer or the equivalent in all provinces and territories of Canada and files its continuous disclosure documents with the Canadian securities regulatory authorities and with the SEC. Such documents are available without charge at www.sedar.com and www.sec.gov. Wheaton’s principal executive offices are located at 1560 – 200 Burrard Street, Vancouver, British Columbia, Canada V6C 3L6 (telephone: (604) 696-3000).

D-3

SCHEDULE E

OFFER TO PURCHASE AND CIRCULAR

E-1

This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment dealer, broker, bank manager, lawyer or other professional advisor. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This Offer has not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offer or upon the adequacy of the information contained in this document. Any representation to the contrary is unlawful.

December 29, 2004

and its wholly-owned subsidiary Goldcorp Acquisition ULC

OFFER TO PURCHASE

all of the outstanding common shares of

WHEATON RIVER MINERALS LTD.

on the basis of 0.25 of a common share of Goldcorp Inc. for each common share of Wheaton River Minerals Ltd.

The Offer by Goldcorp Inc. (“Goldcorp”) and its wholly owned subsidiary Goldcorp Acquisition ULC (“Subco” and , together with Goldcorp, the “Offerors”) to purchase all of the issued and outstanding common shares (the “Common Shares”) in the capital of Wheaton River Minerals Ltd. (“Wheaton”) will be open for acceptance until 5:00 p.m. (Vancouver time) on February 3, 2005, unless the Offer is extended or withdrawn by the Offerors (the “Expiry Time”).

The Common Shares are listed for trading on the Toronto Stock Exchange (the “TSX”) and the American Stock Exchange (“AMEX”). On December 3, 2004 (being the last day on which the Common Shares traded publicly prior to the announcement of Goldcorp’s intention to make the Offer), the closing prices of the Common Shares on the TSX and AMEX were C$3.76 and $3.19, respectively. The common shares of Goldcorp (the “Goldcorp Shares”) are listed for trading on the TSX and the New York Stock Exchange (“NYSE”). On December 3, 2004 (being the last day on which the Goldcorp Shares traded publicly prior to the announcement of Goldcorp’s intention to make the Offer), the closing prices of the Goldcorp Shares on the TSX and NYSE were C$17.15 and $14.34, respectively.

On December 23, 2004, the exchange rate for one U.S. dollar expressed in Canadian dollars based upon the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York was $1.2358.

The Offer is subject to certain conditions, including, without limitation, there being properly deposited under the Offer and not withdrawn at the Expiry Time, not fewer than 66 2/3% of the Common Shares outstanding at the time Common Shares are taken up under the Offer and the approval of the issuance of the Goldcorp Shares pursuant to the Offer by the holders of at least a majority of the Goldcorp Shares. Each of the conditions of the Offer is set forth in the Offer in the section entitled “Conditions of the Offer”.

The board of directors of Wheaton, after consultation with its financial and legal advisors and upon receipt of a fairness opinion from Merrill Lynch, Pierce, Fenner & Smith Incorporated, has unanimously determined that the Offer is fair to the holders of Common Shares (the “Shareholders”). The board of directors of Wheaton has unanimously recommended that Shareholders accept the Offer. Pursuant to an acquisition agreement dated December 23, 2004 between Goldcorp and Wheaton, Wheaton has agreed to support the Offer. Please see the section entitled “Background to the Offer — Acquisition Agreement” in the Circular.

Shareholders who wish to accept the Offer must properly complete and duly execute the accompanying Letter of Acceptance and Transmittal (printed on blue paper) or a manually signed facsimile thereof and deposit it, together with certificates representing their Common Shares, in accordance with the instructions in the Letter of Acceptance and Transmittal. Alternatively, Shareholders may follow the procedures for guaranteed delivery set forth in the section entitled “Manner of Acceptance — Procedure for Guaranteed Delivery” in the Offer, using the accompanying Notice of Guaranteed Delivery (printed on green paper) or a facsimile thereof. Shareholders whose Common Shares are registered in the name of a nominee should contact their broker, investment dealer, bank, trust company or other nominee for assistance in depositing their Common Shares to the Offer.

The Offer is made only for Common Shares and is not made for any options, warrants or any other rights to acquire Common Shares. Any holder of such options, warrants or other rights to acquire Common Shares who wishes to accept the Offer should exercise the options, warrants or other rights in order to obtain certificates representing Common Shares and deposit such share certificates in accordance with the Offer. Please see the section entitled “The Offer” in the Offer and the section entitled “Strategic Rationale for the Offer; Purpose of the Offer, Plans for Wheaton, Plans for Wheaton Warrants and Wheaton Options and Plans for the Combined Company — Plans for Wheaton Warrants and Wheaton Options” in the Circular.

SHAREHOLDERS WHO ARE ELIGIBLE HOLDERS ARE ELIGIBLE TO TENDER COMMON SHARES TO GOLDCORP FOR THE PURPOSE OF ACHIEVING A TAX-DEFERRED ROLLOVER INTO GOLDCORP SHARES FOR CANADIAN FEDERAL INCOME TAX PURPOSES. SEE “CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS” IN THIS DOCUMENT. OTHER SHAREHOLDERS THAT ACCEPT THE OFFER WILL BE REQUIRED TO TENDER TO SUBCO. SHAREHOLDERS WHO DO NOT EXPRESSLY DESIGNATE GOLDCORP FOR THE PURPOSE OF THE PURCHASE OF THEIR COMMON SHARES IN THE SPACE PROVIDED IN THE LETTER OF ACCEPTANCE AND TRANSMITTAL AND WHO DO NOT PROPERLY COMPLETE ANY CERTIFICATE THAT MAY BE REQUIRED THEREBY WILL BE DEEMED TO HAVE TENDERED THEIR COMMON SHARES TO SUBCO AND WILL NOT OBTAIN A TAX-DEFERRED ROLLOVER INTO GOLDCORP SHARES FOR CANADIAN FEDERAL INCOME TAX PURPOSES.

Questions and requests for assistance may be directed to the Depositary, the Dealer Manager or the Information Agent. Additional copies of this document, the Letter of Acceptance and Transmittal and the Notice of Guaranteed Delivery may also be obtained without charge from the Information Agent at its address shown on the last page of this document.

The Goldcorp Shares offered in the Offer involve certain risks. Please see the section entitled “Goldcorp and Subco — Risk Factors” in the Circular.

(continued on next page)

The Dealer Manager for the Offer is:

GMP SECURITIES LTD.

In Canada:	In the United States:
GMP SECURITIES LTD.	GRIFFITHS McBURNEY CORP.

This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits of Common Shares be accepted from or on behalf of, Shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, the Offerors may, in their sole discretion, take such action as they may deem necessary to extend the Offer to Shareholders in any such jurisdiction.

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER AND CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The Offer is made for shares of a Canadian issuer by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this document in accordance with the disclosure requirements of Canada. Shareholders should be aware that such requirements are different from those of the United States. Financial statements included herein have been prepared in accordance with Canadian generally accepted accounting principles and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies. This document will form a part of a registration statement on Form F-10. A reconciliation between Canadian generally accepted accounting principles and U.S. generally accepted accounting principles as they relate to the Goldcorp financial statements and the pro forma financial statements are included or incorporated by reference in this document and in the registration statement.

Shareholders in the United States should be aware that the disposition of Common Shares and acquisition of Goldcorp Shares as described herein may have tax consequences both in Canada and the United States. The material tax consequences for such Shareholders are described in “Certain Canadian Federal Income Tax Considerations” and “Certain United States Federal Income Tax Considerations”, respectively. Shareholders should consult their own tax advisors regarding the specific tax consequences to them of the disposition of Common Shares and acquisition of Goldcorp Shares as described herein.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that Goldcorp and Wheaton are incorporated under laws outside the United States, that some or all of their officers and directors reside outside the United States, that some or all of the experts named in the Circular reside outside the United States and that all or a substantial portion of the assets of Goldcorp and Wheaton and of the above-mentioned persons may be located outside the United States. Shareholders may not be able to sue Goldcorp or Wheaton, or any of their respective officers, directors or experts, in a Canadian court for violations of United States securities laws. It may be difficult to compel Goldcorp or Wheaton or any of their respective officers, directors or experts to subject themselves to a judgment of a United States court.

CURRENCY AND FINANCIAL INFORMATION

All dollar references in the Offer and in the Circular are in United States dollars, unless otherwise indicated. References to “C$” are to Canadian dollars. The following table sets forth, for each of the periods indicated, the exchange rate of one United States dollar into Canadian dollars at the end of each such year, the average exchange rate during each such year and the range of high and low rates for each such year.

	Nine Months
	Ended
	September 30,				Year Ended December 31,
	2004		2003		2003		2002		2001		2000		1999
Rate at end of period (1)		1.3507		1.2648		1.2924		1.5800		1.5925		1.4995		1.4440
Average rate (2)		1.3282		1.4296		1.4010		1.5702		1.5519		1.4855		1.4828
High rate (1)		1.5750		1.3970		1.5747		1.6128		1.6023		1.5592		1.5302
Low rate (1)		1.3348		1.2648		1.2924		1.5108		1.4933		1.4350		1.4440

(1) The rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.

(2) The average rate means the average of the exchange rates on the last day of each month during the period.

On December 23, 2004, the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York was $1.00 = C$1.2358.

Goldcorp’s consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles and filed with appropriate regulatory authorities in Canada and the United States. Application of accounting principles generally accepted in the United States does not have a significant impact on Goldcorp’s results of operations and financial position. Note 15 of the Notes to the 2003 Consolidated Financial Statements of Goldcorp outlines, in all material respects, differences resulting from the application of accounting principles generally accepted in the United States.

(ii)

FORWARD-LOOKING STATEMENTS

Certain statements included in the Circular constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking statements, including, but not limited to, those with respect to the prices of gold, copper and silver, the timing and amount of estimated future production, costs of production, capital expenditures, reserves determination, costs and timing of the development of new deposits and permitting time lines, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Goldcorp to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual results of current exploration activities, actual results of current reclamation activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined and the future prices of gold, copper and silver. Although Goldcorp has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements.

Many of these factors are beyond the control of the Offerors and their subsidiaries. Consequently, all of the forward-looking statements made in the Circular are qualified by these cautionary statements and there can be no assurance that the expected results or developments anticipated by Goldcorp will be realized.

INFORMATION CONCERNING WHEATON

The information concerning Wheaton contained in the Circular has been taken from or is based upon publicly available documents and records on file with the Canadian securities regulatory authorities, and other public sources. Although Goldcorp has no knowledge that would indicate that any statements contained herein relating to Wheaton taken from or based upon such documents, records and sources are untrue or incomplete, neither of the Offerors, nor any of their officers or directors, assumes any responsibility for the accuracy or completeness of the information relating to Wheaton taken from or based upon such documents, records and sources, or for any failure by Wheaton to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to the Offerors.

(iii)

TABLE OF CONTENTS

	Page
SUMMARY TERM SHEET		1
DEFINITIONS		5
SUMMARY		9
OFFER		13
1.   The Offer		13
2.   Time for Acceptance		13
3.   Manner of Acceptance		13
4.   Conditions of the Offer		16
5.   Extension and Variation of the Offer		18
6.   Withdrawal of Deposited Common Shares		21
7.   Payment for Deposited Common Shares		22
8.   Return of Deposited Common Shares		23
9.   Mail Service Interruption		23
10. Dividends and Distributions; Liens		23
11. Notices and Delivery		24
12. Purchases of Common Shares Outside the Offer		24
13. Other Terms of the Offer		25
CIRCULAR		27
1.   Goldcorp and Subco		27
2.   Wheaton		32
3.   Background to the Offer		33
4.   Agreements Relating to the Offer		35
5.   Strategic Rationale for the Offer; Purpose of the Offer, Plans for Wheaton, Plans for Wheaton Warrants and Wheaton Options and Plans for the Combined Company		40
6.   Acquisition of Common Shares Not Deposited		41
7.   Source of Funds		43
8.   Beneficial Ownership of Common Shares		43
9.   Trading in Common Shares		43
10. Information Concerning Wheaton and the Common Shares		43
11. Effect of the Offer on the Market for Common Shares; Stock Exchange Listing; Public Disclosure by Wheaton and U.S. Exchange Act Registration		44
12. Commitments to Acquire Common Shares		44
13. Arrangements, Agreements or Understandings		44
14. Acceptance of the Offer		45
15. Material Changes and Other Information		45
16. Regulatory Matters		45
17. Certain Canadian Federal Income Tax Considerations		47
18. Certain United States Federal Income Tax Considerations		51
19. Depositary		57
20. Dealer Manager and Soliciting Dealer Group		57
21. Information Agent		57
22. Legal Matters		58
23. Offerees’ Statutory Rights		58
24. Directors’ Approval		58
AUDITORS’ CONSENT		59
APPROVAL AND CERTIFICATE OF GOLDCORP INC.		60
APPROVAL AND CERTIFICATE OF GOLDCORP ACQUISITION ULC		61
APPENDIX A — PRO FORMA FINANCIAL STATEMENTS		A-1

(iv)

SUMMARY TERM SHEET

      This summary provides important and material information about the Offer that is described in more detail elsewhere in this document, but this summary may not include all of the information about the Offer that is important to you. Additional important information about the Offer is contained in the remainder of this document and the Letter of Acceptance and Transmittal. Therefore, you are urged to carefully read the remainder of this document and the Letter of Acceptance and Transmittal for the Offer because the information in this summary is not complete. We have included cross-references in this summary to other sections of this document to direct you to the sections of this document in which a more complete description of the topics covered in this summary appear. Unless otherwise defined herein, capitalized terms have the meanings assigned to them in the Definitions.

WHAT IS THE OFFER?

      Goldcorp Inc. and Goldcorp Acquisition ULC are offering to purchase all of the outstanding Common Shares of Wheaton River Minerals Ltd. For the purpose of this summary, “we” and similar words refer to both Goldcorp Inc. and Goldcorp Acquisition ULC and “Wheaton” refers to Wheaton River Minerals Ltd. We are offering to exchange 0.25 of a Goldcorp Share for each Common Share of Wheaton. The following are some of the questions that you, as a shareholder of Wheaton, may have and answers to those questions. We urge you to carefully read the Offer and the Circular and the accompanying Letter of Acceptance and Transmittal because the information in this summary may not answer all of your questions and additional important information is contained in the Offer and the Circular and the accompanying Letter of Acceptance and Transmittal.

WHO IS OFFERING TO BUY MY SECURITIES?

      Our names are Goldcorp Inc. and Goldcorp Acquisition ULC. We are a corporation organized under the laws of the Province of Ontario, and an unlimited liability company formed under the laws of the Province of Nova Scotia, respectively. We are making an offer to purchase all of the outstanding Common Shares.

      Goldcorp is a North American based gold producer. Goldcorp owns and acquires properties, explores for precious metals, develops mines and produces primarily gold. It is in the top ten gold producers globally, calculated on the basis of market capitalization. Goldcorp owns one of the highest-grade gold deposits in the world, the Red Lake Mine, which is located in Ontario, Canada and has produced more than 500,000 ounces of gold annually since 2001. The Red Lake Mine is the largest producing gold mine in Canada. Goldcorp also produces gold at the Wharf Mine in the historic Lead mining area in the Black Hills of South Dakota in the United States. Goldcorp also owns an industrial minerals operation, Saskatchewan Minerals, in Saskatchewan, Canada. It produces sodium sulphate used primarily in the detergent industry. Goldcorp Acquisition ULC was formed for the sole purpose of making the Offer and is a wholly-owned subsidiary of Goldcorp. Please see the section entitled “Goldcorp and Subco” in the Circular.

WHAT ARE THE CLASSES AND NUMBERS OF SECURITIES SOUGHT IN THE OFFER?

      We are offering to purchase all of the outstanding Common Shares.

HOW MUCH ARE YOU OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT?

      We are offering 0.25 of a Goldcorp Share in exchange for each Common Share held by you. The consideration offered of 0.25 of a Goldcorp Share was equivalent to a price of approximately $3.58 for each Common Share based upon the closing price of Goldcorp Shares on the New York Stock Exchange on December 3, 2004, which is the last trading day prior to the date on which we announced our intention to make the Offer. The Offer represents a premium of 9.12% to the volume weighted average of the closing price of the Common Shares on the American Stock Exchange for the five trading days immediately prior to December 3, 2004 of $3.28 per share. For more information regarding the trading range of Wheaton’s Common Shares, please see the section entitled “Wheaton — Price Range and Trading Volume of Common Shares” in the Circular.

WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?

      If you are the owner of record of your shares and you tender your shares to the Depositary or by utilizing the services of the Dealer Manager, you will not have to pay brokerage fees or similar expenses. If you own your shares through a broker or other nominee, and your broker or nominee tenders your shares on your behalf, they may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. Please see “Dealer Manager and Soliciting Dealer Group” in the Circular.

1

WHY ARE THERE TWO OFFERORS?

      We are offering to purchase your shares both through Goldcorp Inc. and through Goldcorp Acquisition ULC. We are offering to purchase your shares on this joint basis in order to obtain favourable Canadian and United States tax treatment, both for us and you. If you tender your shares to Goldcorp Acquisition ULC, our cost to acquire your shares, from a Canadian tax perspective, will be equal to the fair market value of the Goldcorp Shares you receive in connection with the exchange. On the other hand, our cost to acquire the shares, from a Canadian tax perspective, that you tender to Goldcorp Inc. generally will be equal to tax paid-up capital, which we expect will be significantly less than the fair market value of the Goldcorp Shares you receive in connection with the exchange. As a result, we would prefer that all of the shares tendered in the Offer be tendered to Goldcorp Acquisition ULC.

      Some of the holders of the Common Shares, whom we refer to as Eligible Holders, will be subject to Canadian tax in respect of any capital gain realized on the disposition of Common Shares under the Offer. An Eligible Holder may achieve a tax-deferred rollover for Canadian tax purposes, however, if the Eligible Holder tenders Common Shares directly to Goldcorp Inc. Accordingly, we will permit Eligible Holders who wish to obtain a tax-deferred rollover for Canadian tax purposes to tender Common Shares to Goldcorp Inc. An Eligible Holder choosing to tender Common Shares to Goldcorp Inc. will be required to certify, in the Letter of Acceptance and Transmittal, that the holder is an Eligible Holder. Holders of Common Shares who are not Eligible Holders and who elect to participate in the Offer will be required to tender Common Shares to Goldcorp Acquisition ULC, because these holders will not obtain any additional benefit by tendering directly to Goldcorp Inc. Please see the definition of “Eligible Holder” in the Offer and Circular and also please see the sections entitled “Certain Canadian Federal Income Tax Considerations” and “Certain United States Federal Income Tax Considerations” in the Circular for additional information.

      We urge you to contact your tax and legal advisors if you have any questions regarding your tax status or if you have any questions concerning the effect of the Offer on your tax situation.

HOW WILL CANADIAN RESIDENTS BE TAXED FOR CANADIAN FEDERAL INCOME TAX PURPOSES?

      Shareholders who are Eligible Holders are eligible to tender their Common Shares to Goldcorp Inc. for the purpose of achieving a tax-deferred rollover for Canadian federal income tax purposes. Other Shareholders who elect to participate in the Offer will be required to tender to Goldcorp Acquisition ULC. The sale of Common Shares to Goldcorp Acquisition ULC will be a taxable disposition for Canadian federal income tax purposes. You are urged to consult your own tax advisor as to the particular tax consequences to you of the Offer. Please see the section entitled “Certain Canadian Federal Income Tax Considerations” in the Circular.

HOW WILL U.S. TAXPAYERS BE TAXED FOR U.S. FEDERAL INCOME TAX PURPOSES?

      The exchange of Common Shares for Goldcorp Shares in the Offer, considered together with the second-step transaction, described below, to acquire all remaining Common Shares not acquired pursuant to the Offer, should be treated as a tax-deferred reorganization for U.S. federal income tax purposes, provided certain requirements for this treatment are satisfied. If these requirements are met, U.S. taxpayers who tender their Common Shares to the Offerors in the Offer should not recognize gain or loss on the exchange of Common Shares for Goldcorp Shares. We will not know until completion of the second-step transaction whether all of the requirements for a tax-deferred reorganization have been met. If such conditions are not met, the exchange of Common Shares for Goldcorp Shares in the Offer would be a taxable disposition for Shareholders that are U.S. taxpayers. We urge you to read carefully the section entitled “Certain United States Federal Income Tax Considerations” in the Circular and to consult your own tax advisor as to the particular tax consequences to you of the Offer.

WHAT ARE THE MOST IMPORTANT CONDITIONS TO THE OFFER?

      The Offer is subject to several conditions, including:

1.	the deposit under the Offer of at least 66 2/3% of the Common Shares outstanding;
2.	the approval of the issuance of the Goldcorp Shares pursuant to the Offer and the Subsequent Acquisition Transaction by the holders of at least a majority of the Goldcorp Shares;
3.	the unanimous recommendation by Wheaton’s board of directors that holders of Common Shares tender their Common Shares to the Offer, and that such recommendation shall not have been withdrawn;

2

4.	the lack of any material adverse change in the business or affairs of Wheaton; and
5.	the receipt of all necessary approvals from government bodies or regulatory agencies.

      Please see the section entitled “Conditions of the Offer” in the Offer.

HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER TO THE OFFER?

      You will have until 5:00 p.m., Vancouver time, on February 3, 2005 to decide whether to tender your Common Shares to the Offer unless the Offer is extended or withdrawn. Further, if you cannot deliver everything that is required in order to make a valid tender by that time, you may be able to use a guaranteed delivery procedure, which is described in the Offer. Please see the section entitled “Manner of Acceptance” in the Offer.

CAN THE OFFER BE EXTENDED?

      We can elect at any time to extend the Offer. If we extend the Offer, we will inform Kingsdale Shareholder Services Inc., the Depositary for the Offer, of that fact and will make a public announcement of the extension, not later than 9:00 a.m., Toronto time, on the next business day after the day on which the Offer was scheduled to expire. Please see the section entitled “Extension and Variation of the Offer” in the Offer.

HOW DO I TENDER MY SHARES?

      To tender your Common Shares, you must deliver the certificates evidencing your shares, together with a completed Letter of Acceptance and Transmittal, to Kingsdale Shareholder Services Inc., the Depositary for the Offer, not later than the time the Offer expires. If your shares are held in street name (that is, through a broker, dealer or other nominee), please contact your broker, dealer or other nominee. If you cannot provide all required documents to the Depositary by the expiry of the Offer, you may obtain some extra time to do so by having a broker, bank or other fiduciary who is a member of the Securities Transfer Agent Medallion Program or other eligible institution guarantee that the necessary documents will be received by the Depositary within three Toronto Stock Exchange trading days. However, the Depositary must receive the necessary documents within that three trading day period. Please see the section entitled “Manner of Acceptance” in the Offer.

UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES?

      You can withdraw previously tendered Common Shares:

1.	at any time until we take up your shares;
2.	up until the tenth business day following the day we file a notice announcing that we have changed or varied our Offer unless, among other things, prior to filing the notice we had taken up your shares or the change in our Offer consists solely of an increase in the consideration we are offering; and
3.	if, after taking up your shares, we do not pay for them within three business days.

      Please see the section entitled “Withdrawal of Deposited Common Shares” in the Offer.

HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES?

      To withdraw shares that have been tendered you must deliver a written notice of withdrawal, or a manually signed facsimile of one, with the required information to the Depositary while you still have the right to withdraw the shares. Please see the section entitled “Withdrawal of Deposited Common Shares” in the Offer.

WILL THERE BE A SUBSEQUENT OFFERING PERIOD?

      Although we do not currently intend to do so, we may extend the Offer for a period of between 10 calendar days and 20 U.S. business days following the Initial Expiry Time, provided we have immediately taken up and promptly paid for all Common Shares deposited prior to the Initial Expiry Time. Please see the section entitled “Extension and Variation of the Offer” in the Offer.

WHAT DOES WHEATON’S BOARD OF DIRECTORS THINK OF THE OFFER?

      The board of directors of Wheaton has unanimously concluded that the transaction is fair to shareholders and recommends that they tender their shares to the Offer. The board of directors of Wheaton has received a fairness opinion from its financial advisor. The opinion states that the Offer is fair to Wheaton shareholders from a financial point of view.

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IS GOLDCORP ATTEMPTING TO ACQUIRE ALL OF WHEATON?

      We are making the Offer in order to acquire all of the outstanding Common Shares. If we complete the Offer but do not then own 100% of Wheaton, the Acquisition Agreement requires us to take all necessary steps to acquire all remaining Common Shares not then owned by us through a second-step transaction. Please see the section entitled “Acquisition of Common Shares Not Deposited” in the Circular.

FOLLOWING THE OFFER, WILL WHEATON CONTINUE AS A PUBLIC COMPANY?

      If the second-step transaction described above takes place, Wheaton will no longer be publicly owned. Even if a second-step transaction does not take place, if we purchase all the tendered shares, there may be so few remaining shareholders and publicly held Common Shares that the Common Shares will no longer be eligible to be traded on the Toronto Stock Exchange or the American Stock Exchange or other securities markets. As a result, there may not be a public trading market for such shares and Wheaton may cease being required to comply with Canadian and SEC rules governing publicly held companies. Please see the section entitled “Effect of the Offer on the Market for Common Shares; Stock Exchange Listing; Public Disclosure by Wheaton and U.S. Exchange Act Registration” in the Circular.

IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES?

      If the second-step transaction described above is completed, shareholders not tendering to the Offer will receive the same consideration as under the Offer or the fair value of the Common Shares as determined by a court. If for some reason no second-step transaction takes place, the number of Wheaton’s shareholders and of Common Shares that are still in the hands of the public may be so small that there will no longer be an active public trading market for the Common Shares. Also, as described above, Wheaton may cease being required to comply with Canadian and SEC rules relating to publicly held companies. Please see the section entitled “Effect of the Offer on the Market for Common Shares; Stock Exchange Listing; Public Disclosure by Wheaton and U.S. Exchange Act Registration” in the Circular.

WILL I HAVE THE RIGHT TO HAVE MY SHARES APPRAISED?

      If the second-step transaction is completed, shareholders will have the right to dissent and to demand payment of the fair value of their Common Shares. If the statutory procedures are complied with, this right could lead to a judicial determination of the fair value required to be paid to such dissenting shareholders for their Common Shares. The fair value of the Common Shares so determined could be more or less than the consideration paid per Common Share pursuant to the second-step transaction or the Offer.

WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?

      On December 3, 2004, which is the last trading day prior to the date on which we announced our intention to make the Offer, the last sale price of a Common Share of Wheaton reported on the Toronto Stock Exchange and the American Stock Exchange was C$3.76 and US$3.19, respectively. We urge you to obtain a recent quotation for Common Shares of Wheaton before deciding whether to tender your shares. Please see the section entitled “Wheaton — Price Range and Trading Volume of Common Shares” in the Circular.

WHO CAN I TALK TO IF I HAVE QUESTIONS ABOUT THE OFFER?

      You can call Kingsdale Shareholder Services Inc. at its telephone number and location set out on the back page of this document. Kingsdale Shareholder Services Inc. is acting as the Depositary and the Information Agent for our Offer in both Canada and the United States. GMP Securities Ltd. is acting as the Dealer Manager for our Offer in Canada. Griffiths McBurney Corp. is acting as the Dealer Manager for our Offer in the United States.

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DEFINITIONS

      In the Offer and the accompanying Circular, unless the subject matter or context is inconsistent therewith, the following terms have the meanings set forth below:

“Acquisition Agreement” means the acquisition agreement dated December 23, 2004 between Goldcorp and Wheaton, as described in the section entitled “Background to the Offer — Acquisition Agreement” in the Circular;

“Affected Securities” has the meaning ascribed thereto in the section entitled “Acquisition of Common Shares Not Deposited — Subsequent Acquisition Transaction” in the Circular;

“Affiliate” has the meaning ascribed thereto in the Securities Act (Ontario);

“Alternative Transaction” means, in respect of Wheaton or Goldcorp, any proposal or offer made by any person, other than the other party and its Affiliates, with respect to any proposed transaction (by purchase, merger, amalgamation, arrangement, business combination, liquidation, dissolution, recapitalization, take-over bid or otherwise, including, for greater certainty, the proposed offer for Goldcorp Shares announced by Glamis Gold Ltd. on December 16, 2004) that could result in any person (or group of persons acting jointly or in concert), other than the other party and its Affiliates, acquiring or beneficially owning or exercising control or direction over: (x) a material portion of the assets of it and its subsidiaries, on a consolidated basis; or (y) together with any of its common shares or any equity shares or voting shares of any of its subsidiaries beneficially owned by such person (or group of persons acting jointly or in concert) or over which such person (or group of persons acting jointly or in concert) exercised direction or control prior to such proposal or offer, 10% or more of its common shares or the equity shares or voting shares of any of its subsidiaries;

“AMEX” means the American Stock Exchange;

“AMF” means l’Agence nationale d’encadrement du secteur financier, also known as l’Autorité des marchés financiers;

“Appointee” has the meaning ascribed thereto in the section entitled “Manner of Acceptance — Power of Attorney” in the Offer;

“Associate” has the meaning ascribed thereto in the Securities Act (Ontario);

“Business Day” means any day, other than a Saturday, Sunday, a public holiday or a day on which commercial banks are not open for business in Toronto, Ontario or Vancouver, British Columbia or a federal holiday in the United States;

“Canadian Dollars” or “C$” means lawful currency of Canada;

“Canadian GAAP” means Canadian generally accepted accounting principles;

“Circular” means the take-over bid circular accompanying the Offer and forming a part thereof;

“Code” means the United States Internal Revenue Code of 1986, as amended;

“Commissioner” has the meaning ascribed thereto in the section entitled “Regulatory Matters — Competition Act” in the Circular;

“Common Shares” means the common shares of Wheaton;

“CRA” means the Canada Revenue Agency;

“Dealer Manager” means GMP Securities Ltd. in Canada and Griffiths McBurney Corp. in the United States;

“Deposit Period” means the period commencing on the date hereof and ending at the Expiry Time;

“Deposited Securities” has the meaning ascribed thereto in the section entitled “Manner of Acceptance — Dividends and Distributions” in the Offer;

“Depositary” means Kingsdale Shareholder Services Inc.;

“Distributions” has the meaning ascribed thereto in the section entitled “Manner of Acceptance — Dividends and Distributions” in the Offer;

“Eligible Holder” means a Shareholder who is (a) a resident of Canada for the purposes of the Tax Act, holds Common Shares as capital property and is not exempt from tax on income under the Tax Act, or (b) a non-resident of Canada for the purposes of the Tax Act, whose Common Shares constitute “taxable Canadian property” (as defined in the Tax Act) and who is not exempt from Canadian tax in respect of any capital gain realized on the disposition of Common Shares by reason of an exemption contained in an applicable income tax treaty, or (c) a partnership if one or more members of the partnership are described in (a) or (b);

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“Eligible Institution” means a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP);

“Expiry Time” means the Initial Expiry Time, or such later time and date as may be fixed by the Offerors from time to time pursuant to the provisions of the section entitled “Extension and Variation of the Offer” in the Offer;

“Goldcorp” means Goldcorp Inc., a corporation existing under and governed by the OBCA;

“Goldcorp Shares” means common shares of Goldcorp;

“Information Agent” means Kingsdale Shareholder Services Inc.;

“Initial Expiry Time” means 5:00 p.m. (Vancouver time) on February 3, 2005;

“IRS” means the United States Internal Revenue Service;

“Law” or “Laws” means all applicable laws (including common law), by-laws, rules, regulations, orders, codes, policies, notices and directions and judicial, arbitral, administrative, ministerial or departmental judgments, awards, or other requirements of any governmental, regulatory, court or other authority having jurisdiction over the applicable party;

“Letter of Acceptance and Transmittal” means the letter of acceptance and transmittal in the form printed on blue paper accompanying the Offer;

“Material Adverse Change” means, in respect of Goldcorp or Wheaton, any one or more changes, events or occurrences, and “Material Adverse Effect” means, in respect of Goldcorp or Wheaton, any state of facts, which, in either case, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, prospects, assets, liabilities or financial condition of Goldcorp and Goldcorp’s subsidiaries, or Wheaton and Wheaton’s subsidiaries, respectively, on a consolidated basis, other than any change, effect, event or occurrence: (i) relating to the global economy or securities markets in general; (ii) affecting the worldwide gold, copper or silver mining industries in general and which does not have a materially disproportionate effect on Goldcorp and Goldcorp’s Subsidiaries on a consolidated basis, or Wheaton and Wheaton’s subsidiaries on a consolidated basis, respectively; (iii) resulting from changes in the price of gold, copper or silver; or (iv) relating to changes in currency exchange rates;

“Minimum Tender Condition” has the meaning ascribed thereto in the section entitled “Conditions of the Offer” in the Offer;

“Notice of Guaranteed Delivery” means the notice of guaranteed delivery in the form printed on green paper accompanying the Offer;

“NYSE” means the New York Stock Exchange;

“OBCA” means the Business Corporations Act (Ontario);

“Offerors” means, collectively, Goldcorp and Subco, and each individual Offeror shall be referred to as an “Offeror”;

“Offer” means the offer by the Offerors to purchase all of the outstanding Common Shares, the terms and conditions of which are set forth in the Offer, the Circular, the Letter of Acceptance and Transmittal and the Notice of Guaranteed Delivery;

“OSC” means the Ontario Securities Commission;

“Policy Q-27” means the Regulation entitled Policy Statement No. Q-27 — “Protection of Minority Securityholders in the Course of Certain Transactions” of the AMF, as the same may be amended;

“Purchased Securities” has the meaning ascribed thereto in the section entitled “Manner of Acceptance — Power of Attorney” in the Offer;

“Regulations” has the meaning ascribed thereto in the section entitled “Acquisition of Common Shares Not Deposited — Subsequent Acquisition Transaction” in the Circular;

“Restricted Securities” has the meaning ascribed thereto in Rule 144(a)(3) of the U.S. Securities Act;

“Rule 61-501” means OSC Rule 61-501 — “Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions” as the same may be amended;

“SEC” means the United States Securities and Exchange Commission;

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“Securities Laws” means, collectively, any securities laws applicable to the Offer, including, without limitation, the Securities Act (Ontario) and the rules and regulations made thereunder, the similar legislation, rules and regulations of the other Canadian provinces, the applicable securities laws of the United States and other similar laws of other jurisdictions in which the Offer is made;

“Shareholder” means a holder of Common Shares;

“Soliciting Dealer Group” has the meaning ascribed thereto in the section entitled “Dealer Manager and Soliciting Dealer Group” in the Circular;

“Stock Option Plan” means, collectively, Wheaton’s stock option plans adopted in 1995 and 2001;

“Subco” means Goldcorp Acquisition ULC, a newly-formed company under the laws of the Province of Nova Scotia and a wholly-owned subsidiary of Goldcorp;

“Subsequent Acquisition Transaction” has the meaning ascribed thereto in the section entitled “Acquisition of Common Shares Not Deposited — Subsequent Acquisition Transaction” in the Circular;

“Subsequent Offering Period” has the meaning ascribed thereto in Section 5 of the Offer entitled “Extension and Variation of the Offer”;

“Superior Proposal” means a written unsolicited bona fide Alternative Transaction, in respect of which the board of directors of Wheaton or Goldcorp, as applicable, has determined by formal resolution, passed in good faith and acting reasonably after consultation with its financial advisers and outside legal counsel, that is or could reasonably be expected to, if consummated in accordance with its terms, result in a transaction more favourable, from a financial point of view, to the Shareholders or Goldcorp, as applicable, than the Offer, but only if and to the extent that the board of directors of Wheaton or Goldcorp, as applicable, also has determined by formal resolution, in good faith and acting reasonably, after considering the opinion of its outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the board of directors of Wheaton or Goldcorp, as applicable;

“take up” in reference to Common Shares means to accept such Common Shares for payment by giving written notice of such acceptance to the Depositary and “taking up” and “taken up” have correlative meanings;

“Tax Act” means the Income Tax Act (Canada), as amended;

“TSX” means the Toronto Stock Exchange;

“United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“Wheaton” means Wheaton River Minerals Ltd., a corporation existing under and governed by the OBCA;

“Wheaton Options” means the options of Wheaton to purchase an aggregate of 20,231,497 Common Shares issued pursuant to the Stock Option Plan and the options to purchase an aggregate of 700,000 Common Shares issued pursuant to the acquisition of the Luismin mine; and

“Wheaton Warrants” means: (i) the 54,716,772 warrants expiring May 30, 2007 entitling the holders to purchase an aggregate of 54,716,772 Common Shares at a price of C$1.65 per Common Share issued and outstanding pursuant to the warrant indenture dated May 30, 2002 between Wheaton and CIBC Mellon Trust Company; (ii) the 57,341,837 Series A Warrants, expiring May 30, 2007, entitling the holders to purchase an aggregate of 57,341,837 Common Shares at a price of C$1.65 per Common Share issued and outstanding pursuant to the warrant indenture dated February 27, 2003 between Wheaton and CIBC Mellon Trust Company; and (iii) the 64,296,174 Series B Warrants, expiring August 25, 2008, entitling the holders to purchase an aggregate of 64,296,174 Common Shares at a price of C$3.10 per Common Share issued and outstanding pursuant to the warrant indenture dated August 25, 2003 between Wheaton and CIBC Mellon Trust Company, and two supplemental warrant indentures dated October 14, 2003 and January 8, 2004, respectively, each of which is between Wheaton and CIBC Mellon Trust Company.

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SUMMARY

      The following is a summary only and is qualified by the detailed information contained elsewhere in the Offer and Circular. Certain capitalized words and terms used in this summary are defined in the section entitled “Definitions”. Shareholders are urged to read the Offer and Circular in their entirety. All currency amounts herein, unless otherwise indicated, are expressed in United States dollars.

The Offer

      The Offerors are offering to purchase, upon the terms and subject to the conditions described in the Offer, all of the issued and outstanding Common Shares (including Common Shares which may become outstanding after the date of the Offer and prior to the Expiry Time upon the exercise of stock options, warrants or other rights) on the basis of 0.25 of a Goldcorp Share for each Common Share.

      The Common Shares are listed for trading on the TSX and the AMEX. On December 3, 2004 (being the last day on which the Common Shares traded publicly prior to the announcement of Goldcorp’s intention to make the Offer), the closing prices of the Common Shares on the TSX and AMEX were C$3.76 and $3.19, respectively. The Goldcorp Shares are listed for trading on the TSX and NYSE. On December 3, 2004 (being the last day on which the Goldcorp Shares traded publicly prior to the announcement of Goldcorp’s intention to make the Offer), the closing prices of the Goldcorp Shares on the TSX and NYSE were C$17.15 and $14.34, respectively.

      The Offer is made only for Common Shares and is not made for any options, warrants or any other rights to purchase Common Shares. Any holder of such options, warrants or other rights to purchase Common Shares who wishes to accept the Offer must exercise the options, warrants or other rights in order to obtain certificates representing Common Shares and then deposit those Common Shares under the Offer. Please see the section entitled “The Offer” in the Offer and the section entitled “Strategic Rationale for the Offer; Purpose of the Offer, Plans for Wheaton, Plans for Wheaton Warrants and Wheaton Options and Plans for the Combined Company — Wheaton Warrants and Wheaton Options” in the Circular.

      Goldcorp will not issue fractional Goldcorp Shares. Any fractional number of Goldcorp Shares that would otherwise be issued will be rounded up or down to the nearest whole number of Goldcorp Shares.

      Goldcorp has applied to the TSX and will apply to the NYSE to list the Goldcorp Shares to be issued to Shareholders in connection with the Offer. Listing will be subject to Goldcorp fulfilling all the listing requirements of the TSX and the NYSE.

Goldcorp and Subco

      Goldcorp is a North American based gold producer. Goldcorp owns and acquires properties, explores for precious metals, develops mines and produces primarily gold. It is in the top ten gold producers globally, calculated on the basis of market capitalization. Goldcorp owns one of the highest-grade gold deposits in the world, the Red Lake Mine, which is located in Ontario, Canada and has produced more than 500,000 ounces of gold annually since 2001. The Red Lake Mine is the largest producing gold mine in Canada. The Company also produces gold at the Wharf Mine in the historic Lead mining area in the Black Hills of South Dakota in the United States. Goldcorp also owns an industrial minerals operation, Saskatchewan Minerals, in Saskatchewan, Canada. It produces sodium sulphate used primarily in the detergent industry.

      Subco was formed for the sole purpose of making the Offer and is a wholly-owned subsidiary of Goldcorp.

      Please see the section entitled “Goldcorp and Subco” in the Circular.

Wheaton

      Wheaton is engaged in the acquisition, exploration 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 an indirect 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 gold development project in Mexico and the Amapari gold project in Brazil, which is under construction. In addition, Wheaton owns approximately 64% of Chap Mercantile Inc.

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Time for Acceptance

      The Offer is open for acceptance until 5:00 p.m. (Vancouver time) on February 3, 2005, unless the Offer is withdrawn or extended by the Offerors. Please see the section entitled “Time for Acceptance” in the Offer.

Conditions of the Offer

      Subject to the provisions of the Acquisition Agreement, the Offerors have the right to withdraw the Offer and not take up and pay for any Common Shares deposited under the Offer, and have the right to extend the period of time during which the Offer is open and postpone taking up and paying for Common Shares deposited under the Offer unless all of the conditions described in the section entitled “Conditions of the Offer” in the Offer are satisfied or waived by the Offerors at or prior to the Expiry Time of the Offer. Those conditions include (i) there having been properly deposited under the Offer and not withdrawn at the Expiry Time at least 66 2/3% of the Common Shares outstanding at the time Common Shares are taken up under the Offer, which condition may be waived by the Offerors only with the prior written consent of Wheaton and (ii) the approval of the issuance of the Goldcorp Shares pursuant to the Offer and the Subsequent Acquisition Transaction by the holders of a majority of the Goldcorp Shares.

Recommendation of the Board of Directors of Wheaton

      The board of directors of Wheaton, after consultation with its financial and legal advisors and upon receipt of a fairness opinion from Merrill Lynch, Pierce, Fenner & Smith Incorporated, has unanimously determined that the Offer is fair to the Shareholders and is in the best interests of Wheaton. The board of directors of Wheaton has unanimously recommended that Shareholders accept the Offer and tender their Common Shares to the Offer.

Acquisition Agreement

      On December 23, 2004, Goldcorp and Wheaton entered into the Acquisition Agreement. The Acquisition Agreement sets forth the terms and conditions upon and subject to which the Offer is to be made by the Offerors. Pursuant to the Acquisition Agreement, Wheaton agreed to support the Offer by, among other things, recommending acceptance of the Offer to the Shareholders. Please see the section entitled “Agreements Relating to the Offer — Acquisition Agreement” in the Circular.

Strategic Rationale for the Offer

      The strategic rationale for the Offer is the creation of a combined company having the following attributes:

• Production – 2005 gold production expected to be in excess of 1.1 million ounces at a total cash cost of less than $60 per ounce (taking into account credits from the production of other minerals);

• Growth – annual production expected to grow to 1.5 million ounces of gold by 2007;

• Balance Sheet – strong balance sheet with over $500 million in cash and gold bullion, with no debt;

• Reserves – proven and probable reserves of 10.5 million ounces of gold plus additional measured and indicated resources of 9.5 million ounces of gold as of December 31, 2003, all of which are unhedged;

• Liquidity – combined daily average trading liquidity of over $60 million; and

• Market Capitalization – expected to be approximately $5 billion.

      Please see the section entitled “Strategic Rationale for the Offer; Purpose of the Offer, Plans for Wheaton, Plans for Wheaton Warrants and Wheaton Options and Plans for the Combined Company” in the Circular.

Purpose of the Offer and Plans for Wheaton

      The purpose of the Offer is to enable the Offerors to acquire all of the Common Shares.

      If the Offer is successful, the Offerors intend to amalgamate Wheaton with Subco so that Wheaton would become a wholly-owned subsidiary of Goldcorp.

      If permitted by applicable Law, subsequent to the completion of the Offer and the Subsequent Acquisition Transaction, the Offerors intend to delist the Common Shares from the TSX and AMEX and to cause Wheaton to cease to be a reporting issuer under the Securities Laws of each province and to cease to have a class of securities registered under the U.S. Exchange Act. Please see the section entitled “Strategic Rationale for the Offer; Purpose of the Offer,

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Plans for Wheaton, Plans for Wheaton Warrants and Wheaton Options and Plans for the Combined Company” in the Circular.

Manner of Acceptance

      A Shareholder wishing to accept the Offer must deposit the certificate(s) representing such Shareholder’s Common Shares, together with the Letter of Acceptance and Transmittal (printed on blue paper) or a manually signed facsimile thereof, properly completed and duly executed, at or prior to the Expiry Time, at the offices of the Depositary specified in the Letter of Acceptance and Transmittal. Instructions are contained in the Letter of Acceptance and Transmittal that accompanies the Offer and Circular. A Shareholder wishing to accept the Offer whose Common Shares are held in the name of a nominee should request the broker, investment dealer, bank, trust company or other nominee to deposit such Shareholder’s Common Shares with the Depositary. A Shareholder wishing to accept the Offer and whose certificates are not immediately available or who cannot deliver the certificates and all other required documents to the Depositary at or prior to the Expiry Time may accept the Offer by following the procedures for guaranteed delivery set forth in the section entitled “Manner of Acceptance — Procedure for Guaranteed Delivery” in the Offer.

      Shareholders will not be required to pay any fee or commission if they accept the Offer by delivering their Common Shares directly to the Depositary.

Withdrawal of Deposited Common Shares

      Common Shares deposited to the Offer may be withdrawn at any time if the Common Shares have not been taken up by the Offerors and in the other circumstances discussed in the section entitled “Withdrawal of Deposited Common Shares” in the Offer. Except as so indicated or as otherwise required by Law, deposits of Common Shares are irrevocable.

Payment for Deposited Common Shares

      Upon the terms and subject to the conditions of the Offer, the Offerors will take up Common Shares validly deposited under the Offer and not withdrawn promptly following the Expiry Time, and in any event not later than 10 days after the Expiry Time. The Offerors are obligated to pay for Common Shares that they have taken up promptly after taking up such Common Shares, and in any event not later than the earlier of three Business Days after the taking up of the Common Shares and 10 days after the Expiry Time. Any Common Shares deposited under the Offer after the first date on which Common Shares are taken up under the Offer will be taken up and paid for within 10 days after such deposit. Please see the section entitled “Payment for Deposited Common Shares” in the Offer.

Acquisition of Common Shares Not Deposited

      If the conditions of the Offer are satisfied or waived and the Offerors take up and pay for the Common Shares validly deposited under the Offer, the Acquisition Agreement requires the Offerors to take all necessary steps to acquire any Common Shares not deposited under the Offer through the Subsequent Acquisition Transaction. Please see the section entitled “Acquisition of Common Shares Not Deposited” in the Circular.

Certain Canadian Federal Income Tax Considerations

      Shareholders who are Eligible Holders are eligible to tender their Common Shares to Goldcorp for the purpose of achieving a tax-deferred rollover for Canadian federal income tax purposes. Other Shareholders who elect to participate in the Offer will be required to tender to Subco. The sale of Common Shares to Subco will be a taxable disposition for Canadian federal income tax purposes. You are urged to consult your own tax advisor as to the particular tax consequences to you of the Offer. Please see the section entitled “Certain Canadian Federal Income Tax Considerations” in the Circular.

Certain United States Federal Income Tax Considerations

      Although the matter is not free from doubt, the Offer, considered together with the Subsequent Acquisition Transaction as a single integrated transaction (the “Acquisition”), should qualify as a tax-deferred reorganization for United States federal income tax purposes pursuant to Section 368(a) of the Code, provided that the Substantially All Assets Test (as described in the section entitled “Certain United States Federal Income Tax Considerations” in the Circular) is satisfied in connection with the Acquisition. Assuming that the Acquisition qualifies as a reorganization,

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U.S. Holders (as defined in the section entitled “Certain United States Federal Income Tax Considerations” in the Circular) generally would not recognize gain or loss on the exchange of Common Shares for Goldcorp Shares pursuant to the Offer.

      If, however, the Offer is completed but the Subsequent Acquisition Transaction does not take place, the Offer may not qualify as a reorganization under Section 368(a) of the Code. In that event, the transfer of the Common Shares pursuant to the Offer would be a taxable disposition for U.S. Holders. Furthermore, if the Subsequent Acquisition Transaction is completed but the Substantially All Assets Test is not met with respect to the Acquisition, or if the IRS takes the position that the Offer and the Subsequent Acquisition Transaction do not constitute a single integrated transaction, the transfer of Common Shares pursuant to the Offer would be a taxable disposition for U.S. Holders. If the exchange of Common Shares pursuant to the Offer is treated as a taxable disposition, the U.S. Holder would recognize gain or loss on the disposition equal to the difference between the U.S. dollar equivalent of the fair market value of the Goldcorp Shares received and the U.S. Holder’s adjusted tax basis in the Common Shares surrendered in exchange therefor.

      Whether or not the Offer and the Acquisition qualify for tax-deferred treatment pursuant to Section 368(a) of the Code will depend on a number of facts, some of which will not be known until the time of consummation of the Subsequent Acquisition Transaction. Shareholders should consult their own tax advisors regarding the possibility that the Offer and the Acquisition may not qualify as a tax-deferred transaction for United States federal income tax purposes and regarding the particular tax consequences to them of the Acquisition in light of their own circumstances. Please see the section entitled “Certain United States Federal Income Tax Considerations” in the Circular.

Depositary

      The Offerors have engaged Kingsdale Shareholder Services Inc. to act as Depositary for the receipt of certificates in respect of Common Shares and related Letters of Acceptance and Transmittal at the offices specified in the Letter of Acceptance and Transmittal. The Depositary will also receive Notices of Guaranteed Delivery at its office specified in the Notice of Guaranteed Delivery. Please see the section entitled “Depositary” in the Circular.

Dealer Manager and Soliciting Dealer Group

      GMP Securities Ltd. has been retained as Dealer Manager in Canada and Griffiths McBurney Corp. has been retained as Dealer Manager in the United States to solicit acceptances of the Offer. GMP Securities Ltd. has the right to form the Soliciting Dealer Group comprised of members of the Investment Dealers Association of Canada to solicit acceptances of the Offer from persons who are not resident in the United States. Griffiths McBurney Corp. has the right to appoint sub-agents who are registered under applicable United States securities laws to solicit acceptances of the Offer in the United States. Please see the section entitled “Dealer Manager and Soliciting Dealer Group” in the Circular.

Information Agent

      The Offerors have retained Kingsdale Shareholder Services Inc. to act as Information Agent in connection with the Offer in both Canada and the United States. The Information Agent will receive reasonable and customary compensation from the Offerors for services in connection with the Offer, will be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities, including liabilities under securities laws and expenses incurred in connection therewith.

Risk Factors

      An investment in Goldcorp Shares is subject to certain risks. Please see the section entitled “Goldcorp and Subco — Risk Factors” in the Circular.

Pro Forma Financial Information

      For pro forma financial information regarding Goldcorp (prepared on the assumption that Goldcorp acquires all of the Common Shares) for the year ended December 31, 2003 and the nine months ended September 30, 2004, please see “Appendix A — Pro Forma Financial Statements” in the Circular.

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OFFER

December 29, 2004

TO: THE SHAREHOLDERS OF WHEATON RIVER MINERALS LTD.

1.   The Offer

      The Offerors hereby offer to purchase, upon the terms and subject to the conditions of the Offer, all of the issued and outstanding Common Shares (including Common Shares which may become outstanding after the date of the Offer and prior to the Expiry Time upon the exercise of stock options, warrants or other rights) on the basis of 0.25 of a Goldcorp Share for each Common Share.

      The Offer is made only for the Common Shares and is not made for any options, warrants or any other rights to purchase Common Shares. Any holder of such options, warrants or other rights to purchase Common Shares who wishes to accept the Offer must exercise the options, warrants or other rights in order to obtain certificates representing Common Shares and then deposit those Common Shares under the Offer. Any such exercise must be completed sufficiently in advance of the Expiry Time to ensure that Common Shares will be available for deposit at or prior to the Expiry Time or in sufficient time to comply with the procedures referred to in the section entitled “Manner of Acceptance — Procedure for Guaranteed Delivery” in this Offer. Please also see the section entitled “Strategic Rationale for the Offer; Purpose of the Offer, Plans for Wheaton, Plans for Wheaton Warrants and Wheaton Options and Plans for the Combined Company — Wheaton Warrants and Wheaton Options” in the Circular. Holders of options, warrants or other rights to purchase Common Shares should also consult their own tax advisors for advice with respect to the potential income tax consequences to them of exercising such options, warrants or other rights.

      Goldcorp will not issue fractional Goldcorp Shares. Any fractional number of Goldcorp Shares equal to or greater than 0.5 will be rounded up to the nearest whole number of Goldcorp Shares and less than 0.5 will be rounded down to the nearest whole number of Goldcorp Shares.

      Goldcorp has applied to the TSX and will apply to the NYSE to list the Goldcorp Shares to be issued to Shareholders in connection with the Offer. Listing will be subject to Goldcorp fulfilling all the listing requirements of the TSX and the NYSE.

      All currency amounts expressed herein, unless otherwise indicated, are expressed in United States dollars.

      The accompanying Circular, Letter of Acceptance and Transmittal and Notice of Guaranteed Delivery, which are incorporated into and form part of the Offer, contain important information which should be read carefully before making a decision with respect to the Offer.

2.   Time for Acceptance

      The Offer is open for acceptance, unless withdrawn or extended by the Offerors in accordance with the Acquisition Agreement, until the Initial Expiry Time, being 5:00 p.m. (Vancouver time) on February 3, 2005. The Expiry Time may be extended at the Offerors’ discretion as described in the section entitled “Extension and Variation of the Offer” in this Offer.

3.   Manner of Acceptance

Letter of Acceptance and Transmittal

      The Offer may be accepted by delivering to the Depositary, at any of the offices listed in the Letter of Acceptance and Transmittal accompanying the Offer so as to arrive there not later than the Expiry Time:

(a)	the certificate(s) representing the Common Shares in respect of which the Offer is being accepted;
(b)	a Letter of Acceptance and Transmittal (printed on blue paper) in the form accompanying the Offer or a manually signed facsimile thereof, properly completed and duly executed as required by the instructions set out in the Letter of Acceptance and Transmittal; and
(c)	any other document required by the instructions set out in the Letter of Acceptance and Transmittal.

      Except as otherwise provided in the instructions set out in the Letter of Acceptance and Transmittal or as may be permitted by the Offerors, the signature on the Letter of Acceptance and Transmittal must be guaranteed by an Eligible Institution. If a Letter of Acceptance and Transmittal is executed by a person other than the registered holder of the Common Shares represented by the certificate(s) deposited therewith, then the certificate(s) must be endorsed or be

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accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered holder, with the signature on the endorsement panel or share transfer power of attorney guaranteed by an Eligible Institution.

      In addition, Common Shares may be deposited in compliance with the procedures set forth below for guaranteed delivery not later than the Expiry Time.

      SHAREHOLDERS WHO ARE ELIGIBLE HOLDERS ARE ELIGIBLE TO TENDER COMMON SHARES TO GOLDCORP FOR THE PURPOSE OF ACHIEVING A TAX-DEFERRED ROLLOVER INTO GOLDCORP SHARES FOR CANADIAN FEDERAL INCOME TAX PURPOSES. SEE “CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS” IN THE CIRCULAR. OTHER SHAREHOLDERS THAT ACCEPT THE OFFER WILL BE REQUIRED TO TENDER TO SUBCO. SHAREHOLDERS WHO DO NOT EXPRESSLY DESIGNATE GOLDCORP FOR THE PURPOSE OF THE PURCHASE OF THEIR COMMON SHARES IN THE SPACE PROVIDED IN THE LETTER OF ACCEPTANCE AND TRANSMITTAL AND WHO DO NOT PROPERLY COMPLETE ANY CERTIFICATE THAT MAY BE REQUIRED THEREBY WILL BE DEEMED TO HAVE TENDERED THEIR COMMON SHARES TO SUBCO AND WILL NOT OBTAIN A TAX-DEFERRED ROLLOVER INTO GOLDCORP SHARES FOR CANADIAN FEDERAL INCOME TAX PURPOSES.

      The Offer is being made on a joint basis by Goldcorp and Subco in order that, in those circumstances where Shareholders are not subject to Canadian tax in respect of any capital gain realized on the disposition of Common Shares under the Offer, Subco is able to acquire the Common Shares at a cost for Canadian tax purposes equal to the fair market value of the Goldcorp Shares issued in exchange for the Common Shares by requiring that Shareholders other than Eligible Holders tender to Subco. Eligible Holders are able to tender Common Shares to Goldcorp in order to achieve a tax-deferred rollover into Goldcorp Shares. The tax cost of Common Shares tendered to Goldcorp will be an amount significantly less than the fair market value of the Common Shares issued in exchange.

      Eligible Shareholders who validly elect to tender Common Shares to Goldcorp will agree, at the request of Goldcorp, to co-operate in good faith with Goldcorp in connection with the preparation, filing and execution of any documents required pursuant to an election under subsection 85(1) of the Tax Act, provided, however, that such election will be prepared on a basis that results in the same Canadian federal income tax consequences to such Shareholder as are described in the section entitled “Certain Canadian Federal Income Tax Considerations — Shareholders Resident in Canada — Sale to Goldcorp” in the Circular.

Procedure for Guaranteed Delivery

      If a Shareholder wishes to deposit Common Shares pursuant to the Offer and the certificates representing the Common Shares are not immediately available or the Shareholder is not able to deliver the certificates and all other required documents to the Depositary at or prior to the Expiry Time, those Common Shares may nevertheless be deposited under the Offer provided that all of the following conditions are met:

(a)	the deposit is made by or through an Eligible Institution;
(b)	a Notice of Guaranteed Delivery (printed on green paper) in the form accompanying the Offer or a facsimile thereof, properly completed and duly executed, including a guarantee by an Eligible Institution in the form specified in the Notice of Guaranteed Delivery, is received by the Depositary at its office in Toronto as set out in the Notice of Guaranteed Delivery, at or prior to the Expiry Time; and
(c)	the certificate(s) representing deposited Common Shares in proper form for transfer together with a Letter of Acceptance and Transmittal in the form accompanying the Offer or a manually signed facsimile thereof, properly completed and duly executed, with any required signature guarantees and all other documents required by the Letter of Acceptance and Transmittal, are received by the Depositary at its office in Toronto as set out in the Notice of Guaranteed Delivery at or prior to 5:00 p.m. (Vancouver time) on the third trading day on the TSX after the Expiry Time.

      The Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by facsimile to the Depositary at its office in Toronto as set out in the Notice of Guaranteed Delivery and must include a guarantee by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery and the Letter of Acceptance and Transmittal and accompanying Common Share certificates to any office other than the Toronto office of the Depositary does not constitute delivery for purposes of satisfying a guaranteed delivery.

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General

      In all cases, payment for Common Shares deposited and taken up by the Offerors under the Offer will be made only after timely receipt by the Depositary of the certificate(s) representing the Common Shares, a Letter of Acceptance and Transmittal or a manually signed facsimile thereof, properly completed and duly executed, covering those Common Shares with the signatures guaranteed, if required, in accordance with the instructions set out in the Letter of Acceptance and Transmittal, and any other required documents.

      The method of delivery of certificates representing Common Shares, the Letter of Acceptance and Transmittal and all other required documents is at the option and risk of the person depositing the same. The Offerors recommend that all such documents be delivered by hand to the Depositary and a receipt obtained or, if mailed, that registered mail, with return receipt requested, be used and that proper insurance be obtained.

      Shareholders wishing to accept the Offer whose Common Shares are registered in the name of a nominee should contact their broker, investment dealer, bank, trust company or other nominee for assistance in depositing their Common Shares.

      All questions as to the validity, form, eligibility (including timely receipt) and acceptance of any Common Shares deposited under the Offer will be determined by the Offerors or the Depositary (on behalf of the Offerors) in their sole discretion. Depositing Shareholders agree that such determination shall be final and binding. The Offerors and the Depositary (on behalf of the Offerors) reserve the absolute right to reject any and all deposits that they determine not to be in proper form or that may be unlawful to accept under the laws of any jurisdiction. The Offerors reserve the absolute right to waive any defects or irregularities in the deposit of any Common Shares. There shall be no duty or obligation on the Offerors or the Depositary or any other person to give notice of any defects or irregularities in any deposit and no liability shall be incurred by any of them for failure to give any such notice. The Offerors’ and the Depositary’s (on behalf of the Offerors) interpretation of the terms and conditions of the Offer, the Circular, the Letter of Acceptance and Transmittal and the Notice of Guaranteed Delivery will be final and binding.

      The Offerors reserve the right to permit the Offer to be accepted in a manner other than that set out above.

Dividends and Distributions

      Subject to the terms and conditions of the Offer, by accepting the Offer pursuant to the procedures set forth above, a Shareholder deposits, sells, assigns and transfers to the Offerors all right, title and interest: (a) in and to the Common Shares covered by the Letter of Acceptance and Transmittal delivered to the Depositary (the “Deposited Securities”); and (b) in and to all rights and benefits arising from such Deposited Securities including any and all dividends, distributions, payments, securities, property or other interests which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Deposited Securities or any of them on and after the date of the Offer (other than any cash dividend, distribution or payment in respect of which a reduction in the price of the Offer is made pursuant to the provisions of the section entitled “Dividends and Distributions; Liens” in this Offer), and any dividends, distributions or payments on such dividends, distributions, payments, securities, property or other interests (each a “Distribution” and collectively, “Distributions”).

Power of Attorney

      An executed Letter of Acceptance and Transmittal irrevocably appoints, effective on and after the date that the Offerors take up and pay for the Deposited Securities covered by the Letter of Acceptance and Transmittal (which securities upon being taken up and paid for are, together with any Distributions thereon, hereinafter referred to as the “Purchased Securities”), certain officers of the Offerors and any other person designated by the Offerors in writing (each an “Appointee”) as the true and lawful agents, attorneys and attorneys-in-fact and proxies, with full power of substitution, of the depositing Shareholder. The Letter of Acceptance and Transmittal irrevocably authorizes an Appointee, effective on and after the date the Offerors take up and pay for such Deposited Securities, in the name and on behalf of such Shareholder: (a) to register or record the transfer and/or cancellation of such Purchased Securities on the appropriate register maintained by or on behalf of Wheaton; (b) for so long as any Purchased Securities are registered or recorded in the name of such Shareholder, to exercise any and all rights of such Shareholder including, without limitation, to vote any or all Purchased Securities, to execute and deliver any and all instruments of proxy, authorizations or consents in form and on terms satisfactory to the Offerors in respect of any or all Purchased Securities, to revoke any such instrument, authorization or consent, to designate in such instrument, authorization or consent and/or to designate in any such instruments of proxy any person or persons as the proxy of such Shareholder in

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respect of the Purchased Securities for all purposes including, without limitation, in connection with any meeting or meetings (whether annual, special or otherwise or any adjournment thereof, including without limitation, any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of Wheaton; and (c) to execute, endorse and negotiate, for and in the name of and on behalf of such Shareholder, any and all cheques or other instruments representing any Distribution payable to or to the order of, or endorsed in favour of, such Shareholder.

      A Shareholder accepting the Offer under the terms of the Letter of Acceptance and Transmittal revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the Shareholder at any time with respect to the Deposited Securities or any Distributions. The Shareholder accepting the Offer agrees that no subsequent authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise will be granted with respect to the Deposited Securities or any Distributions by or on behalf of the depositing Shareholder, unless the Deposited Securities are not taken up and paid for under the Offer. A Shareholder accepting the Offer also agrees not to vote any of the Deposited Securities at any meeting (whether annual, special or otherwise or any adjournment thereof, including without limitation, any meeting to consider a Subsequent Acquisition Transaction) of holders of relevant securities of Wheaton and not to exercise any of the other rights or privileges attached to the Deposited Securities, and agrees to execute and deliver to the Offerors any and all instruments of proxy, authorizations or consents in respect of all or any of the Deposited Securities, and to appoint in any such instruments of proxy, authorizations or consents, the person or persons specified by the Offerors as the proxy of the holder of the Deposited Securities. Upon such appointment, all prior proxies and other authorizations (including, without limitation, all appointments of any agent, attorney or attorney-in-fact) or consents given by the holder of such Deposited Securities with respect thereto will be revoked and no subsequent proxies or other authorizations or consents may be given by such person with respect thereto.

Further Assurances

      A Shareholder accepting the Offer covenants under the terms of the Letter of Acceptance and Transmittal to execute, upon request of the Offerors, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Securities to the Offerors and acknowledges that all authority therein conferred or agreed to be conferred may be exercised during any subsequent legal incapacity of such holder and shall, to the extent permitted by Law, survive the death or incapacity, bankruptcy or insolvency of the holder and all obligations of the holder therein shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of such holder.

Depositing Shareholders’ Representations and Warranties

      The acceptance of the Offer pursuant to the procedures set forth above constitutes an agreement between a depositing Shareholder and the Offerors in accordance with the terms and conditions of the Offer. This agreement includes a representation and warranty by the depositing Shareholder that: (a) the person signing the Letter of Acceptance and Transmittal has full power and authority to deposit, sell, assign and transfer the Deposited Securities and any Distributions being deposited to the Offer; (b) the person signing the Letter of Acceptance and Transmittal or the person on whose behalf the Deposited Securities are being deposited owns the Deposited Securities; (c) the Deposited Securities and any Distributions are not subject to any trust arrangement, neither any legal nor any beneficial interest in the Deposited Securities or Distributions has been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any legal or beneficial interest in any of the Deposited Securities or Distributions, to any other person; (d) the deposit of the Deposited Securities and Distributions complies with Laws; and (e) when the Deposited Securities and Distributions are taken up and paid for by the Offerors, the Offerors will acquire good title thereto, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others.

4.   Conditions of the Offer

      Notwithstanding any other provision of the Offer, and subject to the provisions of the Acquisition Agreement, the Offerors will have the right to withdraw the Offer and not take up and pay for any Common Shares deposited under the Offer, or extend the period of time during which the Offer is open for acceptance and postpone taking up and paying for any Common Shares deposited under the Offer, unless all of the following conditions are satisfied or waived by the

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Offerors, at their sole discretion (provided, however, that the Minimum Tender Condition may only be waived by the Offerors with the prior written consent of Wheaton), at or prior to the Expiry Time:

(a)	there shall have been properly deposited under the Offer and not withdrawn at the Expiry Time at least 66 2/3% of the Common Shares outstanding at the time Common Shares are taken up under the Offer (the “Minimum Tender Condition”);
(b)	the issuance by Goldcorp of Goldcorp Shares pursuant to the Offer and the Subsequent Acquisition Transaction shall have been approved by a majority of votes cast by the shareholders of Goldcorp, present in person or represented by proxy at the special meeting of the Shareholders of Goldcorp called to consider an ordinary resolution to approve such issuance of Goldcorp Shares;
(c)	the board of directors of Wheaton shall have unanimously recommended that Shareholders tender their Common Shares to the Offer, and not withdrawn such recommendation;
(d)	the Acquisition Agreement shall not have been terminated by Wheaton or by Goldcorp in accordance with its terms;
(e)	all necessary orders, authorizations or consents shall have been obtained under the Securities Laws in respect of the issuance of the Goldcorp Shares pursuant to the Offer and a registration statement relating to such Goldcorp Shares to be issued pursuant to the Offer shall have become effective under the U.S. Securities Act and no stop order relating to such registration statement shall be in effect;
(f)	the Offerors shall have received waivers relating to any change of control provisions in any note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Wheaton or any of its subsidiaries is a party or by which any of them or any of their properties or assets may be bound, except such waivers, the absence of which, would not, in the aggregate, have a Material Adverse Effect on Wheaton and its subsidiaries, on a consolidated basis;
(g)	there shall not be in effect as of the Expiry Time, as it may be extended, any temporary restraining order, preliminary or permanent injunction, statute, rule, regulation, order or decree enacted, entered, promulgated, issued or enforced by any court, administrative agency or commission or other governmental authority or instrumentality which challenges, prohibits, restricts or makes illegal the consummation of any or all of the Offer or the Subsequent Acquisition Transaction;
(h)	there shall not be pending or threatened any suit, action or proceeding by any court, administrative agency or commission or other governmental authority or instrumentality:

(i)	seeking to restrain or prohibit the completion of the Offer or seeking to obtain from the Offerors or Wheaton or their respective subsidiaries any damages that are material in relation to Wheaton and the Offerors and their subsidiaries, considered as a whole;
(ii)	seeking to prohibit or limit the ownership, control or operation by the Offerors or any of their subsidiaries of any portion of the business or assets of Wheaton or the Offerors or any of their respective subsidiaries that is material in relation to Wheaton and the Offerors and their subsidiaries, considered as a whole, or to compel Wheaton or the Offerors or any of their respective subsidiaries to dispose of or hold separate any portion of the business or assets of Wheaton or the Offerors or any of their respective subsidiaries that is material in relation to Wheaton and the Offerors and their subsidiaries, considered as a whole; or
(iii)	which otherwise is reasonably likely to have a Material Adverse Effect on the Offerors and Wheaton and their subsidiaries, considered as a whole;

(i)

there shall not have occurred after the date of the Offer any Material Adverse Change of Wheaton; and

(j)

the Offerors shall have obtained or received all approvals, consents or confirmations sought by the Offerors or required to be obtained or received from any administrative agency or commission or other governmental authority or instrumentality in connection with the Offer under the Foreign Acquisitions and Takeovers Act 1975 (Cth) (Australia) and in Brazil, Argentina and Mexico; and the Commissioner shall have issued an advance ruling certificate pursuant to Section 102 of the Competition Act (Canada) or, alternatively, any applicable waiting period related to merger pre-notification under Part IX of the Competition Act (Canada) shall have expired and the Commissioner shall have advised (which advice will not have been rescinded or

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amended), to the satisfaction of the Offerors, in their reasonable judgment, that the Commissioner does not intend to oppose the acquisition contemplated by the Offer if such advice is considered by the Offerors, in their reasonable judgment, to be desirable.

      The conditions listed above are for the exclusive benefit of the Offerors, and the Offerors may assert them regardless of the circumstances giving rise to any of the conditions. Unless precluded from doing so by applicable law, the Offerors may, in their sole discretion, waive any of these conditions in whole or in part, other than the Minimum Tender Condition. The Minimum Tender Condition may be waived by the Offerors only with the prior written consent of Wheaton. The determination as to whether any condition has been satisfied shall be in the Offerors’ reasonable judgment and will be final and binding on all parties. The failure by the Offerors at any time to exercise any of the foregoing rights shall not be deemed a waiver of any right and each right shall be deemed a continuing right that may be asserted at any time and from time to time until immediately following the Expiry Time and, as to conditions involving receipt of necessary government approvals, thereafter. The conditions listed above shall be conclusively deemed to have been satisfied or waived upon the taking up by any Offeror of any Common Shares pursuant to the Offer.

      The Offerors reserve the right to terminate the Offer on or prior to the Expiry Time if any condition to the Offer remains unsatisfied or has not been waived.

      Any waiver of a condition in respect of the Offer or the withdrawal of the Offer shall be effective upon written notice, or other communication confirmed in writing by the Offerors to that effect, to the Depositary at its principal office in Toronto. Forthwith after giving any such notice, the Offerors will make a public announcement of such waiver or withdrawal, cause the Depositary, if required by Law, as soon as practicable thereafter to notify the Shareholders in the manner set forth in the section entitled “Notices and Delivery” in this Offer and provide a copy of the aforementioned public announcement to the TSX, the AMEX and the NYSE. If the Offer is withdrawn, the Offerors shall not be obligated to take up or pay for any Common Shares deposited under the Offer, and the Depositary will promptly return all certificates representing deposited Common Shares, Letters of Acceptance and Transmittal, Notices of Guaranteed Delivery and related documents to the parties by whom they were deposited at the Offerors’ expense. See the section entitled “Return of Deposited Common Shares” in this Offer.

5.   Extension and Variation of the Offer

      The Offer is open for acceptance until the Expiry Time, unless the Offer is withdrawn or the Offer is extended by the Offerors.

      The Offerors expressly reserve the right, in their sole discretion, at any time and from time to time during the Deposit Period or at any other time if permitted by Law, to extend the Deposit Period or vary the Offer by giving written notice, or other communication confirmed in writing, of such extension or variation to the Depositary at its principal office in Toronto, and by causing the Depositary as soon as practicable thereafter to communicate such notice to all holders of the class or classes of Common Shares that are subject to the Offer whose Common Shares have not been taken up prior to the extension or variation in the manner set forth in the section entitled “Notices and Delivery” in this Offer. Pursuant to the provisions of the Acquisition Agreement, Goldcorp has agreed not to amend or vary the terms and conditions of the Offer, except to increase the value of the consideration payable under the Offer or to extend the Expiry Time from time to time, to a date not later than: (i) 120 calendar days after the date of the Offer in the event that any of the conditions in paragraphs (e), (f), (g), (h) or (j) under the section entitled “Conditions of the Offer” in the Offer have not been satisfied or waived by the Offerors or if an Alternative Transaction has been proposed and is continuing; and (ii) in any other case, 60 calendar days after the date of the Offer; provided, however, that the Offerors may waive any one or more of the conditions of the Offer, in their sole discretion, except the Minimum Tender Condition. The Minimum Tender Condition may be waived by the Offerors only with the prior written consent of Wheaton.

      The Offerors will, as soon as practicable after giving notice of an extension or variation to the Depositary, make a public announcement of the extension or variation, such announcement to be made promptly, in the case of a variation, and in the case of an extension, to be disseminated no later than 9:00 a.m. (Toronto time) on the earlier of (i) the next U.S. business day after the extension and (ii) the next U.S. business day after the previously scheduled Expiry Time, and provide a copy of the notice to the TSX, the AMEX and the NYSE. Any notice of extension of the Offer will include the approximate number of Common Shares deposited to the Offer at the time of such notice. Any notice of extension or variation will be deemed to have been given and be effective at the time on the day on which it is delivered or otherwise communicated to the Depositary at its principal office in Toronto.

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      Notwithstanding the foregoing, the Offer may not be extended by the Offerors if all of the terms and conditions of the Offer, except those waived by the Offerors, have been fulfilled or complied with, unless the Offerors first take up all Common Shares validly deposited under the Offer and not withdrawn.

      Where the terms of the Offer are varied, the Deposit Period will not end before 10 Business Days after the notice of such variation has been given to Shareholders, unless otherwise permitted by Law and subject to abridgement or elimination of that period pursuant to such orders as may be granted by applicable securities regulatory authorities. Notwithstanding the foregoing, if the Offerors make a material change in the terms of the Offer or the information concerning the Offer, or if they waive a material condition of the Offer, the Offerors will disseminate additional offer materials and extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the U.S. Exchange Act. Under the U.S. Exchange Act, the minimum period during which an offer must remain open following a change in consideration offered, percentage of securities sought or inclusion of or changes to a dealer’s soliciting fee is 10 Business Days. The period during which an offer must remain open following a material change in the terms of such offer, other than a change in consideration offered, percentage of securities sought or inclusion of or changes to a dealer’s soliciting fee, will depend upon the facts and circumstances, including the materiality, of the changes. Accordingly, if prior to the Expiry Time, the Offerors increase the consideration offered pursuant to the Offer or increase or decrease a dealer’s soliciting fee, and if the Offer is scheduled to expire at any time earlier than the tenth business day from the date that notice of such increase or decrease is first published, sent or given to Shareholders, the Offer will be extended at least until the expiration of such tenth business day. The requirement to extend the Offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the then scheduled Expiry Time equals or exceeds the minimum extension period that would be required because of such amendment.

      If at any time before the Expiry Time, or at any time after the Expiry Time but before the expiry of all rights of withdrawal with respect to the Offer, a change occurs in the information contained in the Offer or the Circular, each as amended from time to time, that would reasonably be expected to affect the decision of a holder of the Common Shares that are the subject of the Offer to accept or reject the Offer (other than a change that is not within the control of the Offerors or of an Affiliate of the Offerors), the Offerors will give written notice of such change to the Depositary at its principal office in Toronto, and will cause the Depositary to provide as soon as practicable thereafter a copy of such notice in the manner set forth in the section entitled “Notices and Delivery” in this Offer to all holders of such Common Shares whose Common Shares have not been taken up pursuant to the Offer at the date of the occurrence of the change, if required by applicable Law. The Offerors will as soon as practicable after giving notice of a change in information to the Depositary make a public announcement of the change in information and provide a copy of the public announcement to the TSX, the AMEX and the NYSE. Any notice of change in information will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Depositary at its principal office in Toronto.

      During any such extension or in the event of any such variation or change in information, all Common Shares deposited and not taken up or withdrawn will remain subject to the Offer and may be taken up by the Offerors in accordance with the terms hereof, subject to the section entitled “Withdrawal of Deposited Common Shares” in this Offer. An extension of the Deposit Period, a variation of the Offer or a change in information does not constitute a waiver by the Offerors of their rights under the section entitled “Conditions of the Offer” in this Offer.

      If the consideration being offered for the Common Shares under the Offer is increased, the increased consideration will be paid to all depositing holders of the Common Shares whose Common Shares are taken up under the Offer without regard to the time at which such Common Shares are taken up by the Offerors.

Subsequent Offering Period

      Pursuant to Rule 14d-11 under the U.S. Exchange Act, the Offerors, subject to the conditions listed below, may elect to make available a subsequent offering period by extending the Offer on one occasion for a period of at least three U.S. business days and not to exceed 20 U.S. business days (the “Subsequent Offering Period”) following the Expiry Time. Pursuant to such rule, the Offerors may include a Subsequent Offering Period with respect to the Offer so long as:

• the Offer was open for at least 20 U.S. business days and has expired;

• the Offer was for all outstanding Common Shares that are the subject of the Offer;

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• the Offerors immediately take up and promptly pay for all Common Shares deposited during the Offer;

• the Offerors announce the results of the Offer, including the approximate number and percentage of Common Shares deposited, no later than 9:00 a.m. (Toronto time) on the next U.S. business day after the Expiry Time and immediately begin the Subsequent Offering Period;

• the Offerors immediately take up and promptly pay for Common Shares as they are deposited during the Subsequent Offering Period with respect to the Offer; and

• the Offerors pay the same form and amount of consideration for all Common Shares deposited during the Subsequent Offering Period with respect to the Offer.

      A Subsequent Offering Period, if one is included, does not constitute an extension of the Offer for purposes of the U.S. Exchange Act, although it does constitute an extension of the Offer under Canadian securities laws. Under Canadian securities laws, in order for an Offeror to take up and pay for additional Common Shares deposited after the initial Expiry Time, the Offerors must either (i) extend the Offer in accordance with Canadian securities laws (which extension would be treated as a Subsequent Offering Period in the United States) or (ii) initiate a new offer in respect of Common Shares, which new offer could not be consummated for at least 35 days. For purposes of the U.S. Exchange Act, a Subsequent Offering Period is an additional period of time beginning on the next U.S. business day after the Expiry Time during which Shareholders may deposit Common Shares not deposited during the Offer. For purposes of applicable Canadian securities laws, a Subsequent Offering Period is an additional period of time by which the Offer is extended, following the satisfaction or waiver of all conditions of the Offer and the take up of all Common Shares then deposited under the Offer, and during which period Shareholders may deposit Common Shares not deposited prior to the commencement of the Subsequent Offering Period with respect to the Offer. The Offerors do not currently intend to include a Subsequent Offering Period with respect to the Offer, although the Offerors reserve the right to do so in their sole discretion. If the Offerors elect to include a Subsequent Offering Period with respect to the Offer, for purposes of applicable United States federal securities laws, the Offerors will include a statement of their intention to do so in the press release announcing the results of the Offer disseminated no later than 9:00 a.m. (Toronto time) on the next U.S. business day after the previously scheduled Expiry Time. For purposes of applicable Canadian securities laws, the Offerors will provide a written notice of extension of the Offer with respect to the implementation of the Subsequent Offering Period, including the period during which the Offer will be open for acceptance, to the Depositary and will cause the Depositary to provide as soon as practicable thereafter a copy of such notice in the manner set forth in Section 11 of the Offer, “Notices and Delivery” to all holders of Common Shares that have not been taken up pursuant to the Offer at the date of the extension. The same form and amount of consideration will be paid to Shareholders depositing Common Shares during the Subsequent Offering Period, if one is included, as would have been paid prior to the commencement of such period. Notwithstanding the provisions of the U.S. Exchange Act regarding subsequent offering periods, the Offerors will permit withdrawal of Common Shares deposited during any Subsequent Offering Period, if there is one, at any time prior to the expiry of such Subsequent Offering Period; provided, however, that this right of withdrawal will not apply in respect of Deposited Securities taken up by the Offeror prior to the Subsequent Offering Period. Withdrawing holders of Common Shares who have deposited such Common Shares during the Subsequent Offering Period and have received payment for such Common Shares must return such payment to the applicable Offeror prior to any withdrawal. Subject to the following sentence, the Expiry Time with respect to a subsequent Offer shall be 5:00 p.m. (Vancouver time) on the last day of the Subsequent Offering Period, unless determined otherwise pursuant to the provisions of this Section 5. The foregoing sentence will not limit the requirement that the conditions to the Offer set forth in Section 4 of the Offer, “Conditions of the Offer”, be satisfied or waived prior to the initial Expiry Time, which will be before the commencement of the Subsequent Offering Period.

      Under applicable Canadian securities laws, a Subsequent Offering Period must be open for at least ten calendar days from the date of notice of extension referred to above. As a result, to comply with the applicable laws of Canada and the U.S. Exchange Act, if the Offerors elect to make a Subsequent Offering Period available with respect to the Offer, the Subsequent Offering Period will be open for at least ten calendar days from the date of notice of extension and will not exceed 20 U.S. business days from the Expiry Time. The Offerors will promptly take up and pay for all Common Shares validly deposited during the Subsequent Offering Period with respect to the Offer.

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6.   Withdrawal of Deposited Common Shares

      Except as otherwise stated in this Section 6, all deposits of Common Shares pursuant to the Offer are irrevocable. Unless otherwise required or permitted by applicable Law, any Common Shares deposited in acceptance of the Offer may be withdrawn by or on behalf of the depositing Shareholder:

(a)	at any time before the Common Shares have been taken up by the Offerors pursuant to the Offer;
(b)	at any time before the expiration of 10 Business Days from the date upon which either:

(i)

a notice of change relating to a change which has occurred in the information contained in the Offer or the Circular, each as amended from time to time, which change is one that would reasonably be expected to affect the decision of a Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offerors or of an Affiliate of the Offerors) in the event that such change occurs before the Expiry Time or after the Expiry Time but before the expiry of all rights of withdrawal in respect of the Offer; or

(ii)

a notice of variation concerning a variation in the terms of the Offer (other than a variation consisting solely of an increase in the consideration offered for the Common Shares under the Offer where the time for deposit is not extended for a period greater than 10 days);

is mailed, delivered or otherwise properly communicated, but only if such deposited Common Shares have not been taken up by the Offerors at the time of the notice and subject to abridgement of that period pursuant to such order or orders as may be granted by Canadian courts or securities regulatory authorities; or

(c)	if the Common Shares have not been paid for by the Offerors within 3 Business Days after having been taken up;
(d)	during a Subsequent Offering Period; provided, however, that this right of withdrawal will not apply in respect of Common Shares taken up by an Offeror prior to the Subsequent Offering Period; and
(e)	as required by the U.S. Exchange Act, at any time after February 26, 2005 provided that the Common Shares have not been accepted for payment by the purchasing Offeror prior to the receipt by the Depositary of the notice of withdrawal in respect of such Common Shares.

      If the Offerors waive any terms or conditions of the Offer and extend the Offer in circumstances where the rights of withdrawal set forth in Section 6(b) above are applicable, the Offer shall be extended without the Offerors first taking up the Common Shares that are subject to the rights of withdrawal.

      Withdrawals of Common Shares deposited to the Offer must be effected by notice of withdrawal made by or on behalf of the depositing Shareholder and must be received by the Depositary at the place of deposit of the applicable Common Shares within the time limits indicated above. Notice of withdrawal must: (i) be made by a method, including a manually signed facsimile transmission, that provides the Depositary with a written or printed copy; (ii) be signed by the person who signed the Letter of Acceptance and Transmittal accompanying, or the Notice of Guaranteed Delivery in respect of, the Common Shares that are to be withdrawn; and (iii) specify such person’s name, the number of Common Shares to be withdrawn, the name of the registered holder and the certificate number shown on each certificate representing the Common Shares to be withdrawn. The withdrawal will take effect upon receipt by the Depositary of the properly completed notice of withdrawal. Any signature on the notice of withdrawal must be guaranteed by an Eligible Institution in the same manner as in a Letter of Acceptance and Transmittal (as described in the instructions set out in such letter), except in the case of Common Shares deposited for the account of an Eligible Institution. None of the Offerors, the Depositary, or any other person will be under any duty to give notice of any defect or irregularity in any notice of withdrawal or shall incur any liability for failure to give such notice.

      Withdrawals may not be rescinded and any Common Shares withdrawn will thereafter be deemed not validly deposited for purposes of the Offer. However, withdrawn Common Shares may be redeposited at any time at or prior to the Expiry Time by again following one of the procedures described in the section entitled “Manner of Acceptance” in this Offer.

      The ability of a purchasing Offeror to delay the payment for Common Shares that such Offeror has taken up is limited by Rule 14e-1(c) under the U.S. Exchange Act, which requires that a bidder pay the consideration offered or return the securities deposited by or on behalf of securityholders promptly after the termination or withdrawal of such

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bidder’s offer, unless such bidder elects to offer a subsequent offering period and pays for the securities deposited during the subsequent offering period in accordance with Rule 14d-11 under the U.S. Exchange Act. The Depositary, on behalf of the Offerors, is bound by Rule 14e-1(c) under the U.S. Exchange Act in retaining Deposited Shares under these circumstances.

      Notwithstanding the provisions of United States federal securities laws relating to subsequent offering periods, the Offerors will permit withdrawal of deposited Common Shares during any Subsequent Offering Period, if there is one, at any time prior to the Expiry Time of such Subsequent Offering Period; provided, however, that this right of withdrawal will not apply in respect of Deposited Shares taken up by an Offeror prior to the Subsequent Offering Period. Withdrawing holders of Common Shares who have deposited such Common Shares during the Subsequent Offering Period and have received payment for such Common Shares must return such payment to the applicable Offeror prior to any withdrawal.

      If the Offerors are delayed in taking up or paying for Common Shares or are unable to take up or pay for Common Shares for any reason, then, without prejudice to the Offerors’ other rights, Common Shares may not be withdrawn except to the extent that depositing Shareholders are entitled to withdrawal rights as set forth in this Section 6 or pursuant to Laws.

      In addition to the foregoing rights of withdrawal, holders of Common Shares in certain provinces of Canada are entitled to statutory rights of rescission or to damages, or both, in certain circumstances. Please see the section entitled “Offerees’ Statutory Rights” in the Circular.

      All questions as to the validity (including timely receipt) and form of notices of withdrawal will be determined by the Offerors and the Depositary (on behalf of the Offerors) in their sole discretion, and such determination will be final and binding.

7.   Payment for Deposited Common Shares

      Upon the terms and subject to the conditions of the Offer (including but not limited to the conditions specified in the section entitled “Conditions of the Offer” in this Offer), the Offerors will take up Common Shares validly deposited under the Offer and not withdrawn pursuant to Section 6 of the Offer promptly following the Expiry Time, but in any event not later than 10 days after the Expiry Time. The Offerors are obligated to pay for Common Shares that they have taken up promptly after taking up such Common Shares, and in any event not later than the earlier of 3 Business Days after the taking up of the Common Shares and 10 days after the Expiry Time. Any Common Shares deposited under the Offer after the first date on which Common Shares have been taken up by the Offerors will be taken up and paid for not later than 10 days after such deposit.

      Subject to applicable Law, including Rule 14e-1(c) under the U.S. Exchange Act, which requires that the Offerors pay the consideration offered or return the Common Shares deposited by or on behalf of Shareholders promptly after the termination of the Offer or withdrawal of the Common Shares, the Offerors expressly reserve the right in their sole discretion to delay or otherwise refrain from taking up and paying for any Common Shares or to terminate the Offer and not take up or pay for any Common Shares if any condition specified in the section entitled “Conditions of the Offer” in this Offer is not satisfied or waived by the Offerors by giving written notice thereof, or other communication confirmed in writing, to the Depositary at its principal office in Toronto. Subject to compliance with Rule 14e-1(c) under the U.S. Exchange Act, the Offerors also expressly reserve the right, in their sole discretion and notwithstanding any other condition of the Offer, to delay taking up and paying for Common Shares in order to comply, in whole or in part, with any applicable Law. The Offerors will not, however, take up and pay for any Common Shares deposited under the Offer unless they simultaneously take up and pay for all Common Shares then validly deposited under the Offer and not withdrawn.

      The Offerors will be deemed to have taken up Common Shares validly deposited under the Offer and not withdrawn if, as and when the Offerors give written notice or other communication confirmed in writing to the Depositary at its principal office in Toronto to that effect. Promptly following notification of the Depositary of the Offerors’ take-up of Deposited Securities, the Offerors will forthwith issue a press release over the Dow Jones News Wire Service, which press release will disclose the approximate number of Common Shares deposited in the Offer and the approximate number that have been taken up.

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      The Offerors will pay for Common Shares validly deposited under the Offer and not withdrawn by providing the Depositary with sufficient certificates representing Goldcorp Shares for transmittal to depositing Shareholders. Under no circumstances will interest accrue or be paid by the Offerors or the Depositary to persons depositing Common Shares on the purchase price of Common Shares purchased by the Offerors, regardless of any delay in making such payment. The Depositary will act as the agent of persons who have deposited Common Shares in acceptance of the Offer for the purposes of receiving share certificates from the Offerors and transmitting such share certificates to such persons, and receipt of certificates representing Goldcorp Shares by the Depositary shall be deemed to constitute receipt thereof by persons depositing Common Shares.

      Fractions of Goldcorp Shares will not be issued. Any fractional number of Goldcorp Shares equal to or greater than 0.5 will be rounded up to the nearest whole number of Goldcorp Shares and less than 0.5 will be rounded down to the nearest whole number of Goldcorp Shares.

      Settlement will be made by the Depositary issuing or causing to be issued a share certificate representing the appropriate number of Goldcorp Shares to which the person depositing Common Shares is entitled. Unless otherwise directed in the Letter of Acceptance and Transmittal, such share certificate will be issued in the name of the registered holder of deposited Common Shares. Unless the person depositing Common Shares instructs the Depositary to hold the certificate representing Goldcorp Shares for pick-up by checking the appropriate box in the Letter of Acceptance and Transmittal, such share certificate will be forwarded by first class mail, postage prepaid, to such person at the address specified in the Letter of Acceptance and Transmittal. If no address is specified, the share certificate will be forwarded to the address of the Shareholder as shown on the appropriate share register maintained by or on behalf of Wheaton. Share certificates mailed in accordance with this paragraph will be deemed to have been delivered at the time of mailing.

      Depositing Shareholders will not be obligated to pay any brokerage fee or commission if they accept the Offer by depositing their Common Shares directly with the Depositary.

8.   Return of Deposited Common Shares

      If any deposited Common Shares are not taken up and paid for pursuant to the terms and conditions of the Offer for any reason or if certificates are submitted for more Common Shares than are deposited, certificates for Common Shares that are not purchased will be returned at the Offerors’ expense by sending certificates representing Common Shares not purchased by first class mail in the name of and to the address specified by the Shareholder in the Letter of Acceptance and Transmittal or, if such name or address is not so specified, in such name and to such address as shown on the appropriate share register maintained by or on behalf of Wheaton.

9.   Mail Service Interruption

      Notwithstanding the provisions of the Offer, the Circular, the Letter of Acceptance and Transmittal or the Notice of Guaranteed Delivery, share certificates, cheques and any other relevant documents will not be mailed if the Offerors determine that delivery thereof by mail may be delayed. Persons entitled to share certificates, cheques and any other relevant documents which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary to which the deposited certificates for Common Shares were delivered until such time as the Offerors have determined that delivery by mail will no longer be delayed. The Offerors will provide notice of any determination not to mail under this Section 9 as soon as reasonably practicable after the making of such determination and in accordance with the provisions of the section entitled “Notices and Delivery” in this Offer. Notwithstanding the provisions of the section entitled “Payment for Deposited Common Shares” in this Offer, certificates, cheques or other relevant documents not mailed for the foregoing reason will be conclusively deemed to have been mailed on the first day upon which they are available for delivery to the depositing Shareholder at the appropriate office of the Depositary.

10. Dividends and Distributions; Liens

      Common Shares acquired pursuant to the Offer shall be transferred by the Shareholder and acquired by the Offerors free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others and together with all rights and benefits arising therefrom, including, without limitation, and except as provided below, the right to any and all dividends, distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred on or after the date of the Offer on or in respect of the Common Shares.

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      If at any time after December 29, 2004 Wheaton should declare, make or pay any Distribution (in respect of Common Shares accepted for purchase pursuant to the Offer) which is payable or distributable to the Shareholders on a record date which is prior to the date of transfer of such Common Shares into the name of the Offerors or their nominees or transferees on the share registers maintained by or on behalf of Wheaton, then without prejudice to the Offerors’ rights under the section entitled “Conditions of the Offer” in this Offer, in the case of any cash dividend, distribution or payment in respect of the Common Shares, or in the case of any other Distribution, the whole of any such cash dividend, distribution, payment or other Distribution will be received and held by the depositing Shareholder for the account of and for the benefit of the Offerors and will be promptly remitted and transferred by the depositing Shareholder to the Depositary for the account of the Offerors, accompanied by appropriate documentation of transfer. Pending such remittance, the Offerors will be entitled to all rights and privileges as owners of any such Distribution and may withhold the entire purchase price payable by the Offerors pursuant to the Offer or deduct from the purchase price payable by the Offerors pursuant to the Offer the amount or value of the Distribution, as determined by the Offerors in their sole discretion. The declaration or payment of any such dividend or distribution may have tax consequences not discussed under the section entitled “Certain Canadian Federal Income Tax Considerations” or “Certain United States Federal Income Tax Considerations” in the Circular.

11. Notices and Delivery

      Without limiting any other lawful means of giving notice, any notice to be given by the Offerors or the Depositary pursuant to the Offer will be deemed to have been properly given if it is in writing and is mailed by first class mail, postage prepaid, to registered Shareholders at their respective addresses as shown on the share registers maintained by or on behalf of Wheaton in respect of the Common Shares and will be deemed to have been received on the first business day following the date of mailing. For this purpose, “business day” means any day other than a Saturday, Sunday or statutory holiday in the jurisdiction to which the notice is mailed. These provisions apply notwithstanding any accidental omission to give notice to any one or more Shareholders and notwithstanding any interruption of mail services in Canada following mailing. Except as otherwise required or permitted by Law, in the event of any interruption of or delay in mail services following mailing, the Offerors intend to make reasonable efforts to disseminate the notice by other means, such as publication. Except as otherwise required or permitted by Law, if post offices in Canada or in the United States are not open for the deposit of mail, any notice which the Offerors or the Depositary may give or cause to be given under the Offer will be deemed to have been properly given and to have been received by Shareholders if: (a) it is given to the TSX, the AMEX and the NYSE for dissemination through their facilities; (b) it is published once in the national edition of The Globe and Mail or The National Post and in daily newspapers of general circulation in each of the French and English languages in the City of Montreal, Québec; or (c) it is given to the Canada News Wire Service and the Dow Jones News Wire Service for dissemination through their facilities.

      The Offer, the Circular and the Letter of Acceptance and Transmittal and Notice of Guaranteed Delivery will be mailed to registered holders of Common Shares or made in such other manner as is permitted by applicable regulatory authorities and the Offerors will use their reasonable efforts to furnish such documents to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the securityholder lists or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmission to beneficial owners of Common Shares when such list or listing is received.

      Whenever the Offer calls for documents to be delivered to the Depositary, such documents will not be considered delivered unless and until they have been physically received at one of the addresses listed for the Depositary in the Letter of Acceptance and Transmittal or at the address listed in the Notice of Guaranteed Delivery, as applicable. Whenever the Offer calls for documents to be delivered to a particular office of the Depositary, such documents will not be considered delivered unless and until they have been physically received at that particular office.

12. Purchases of Common Shares Outside the Offer

      The Offerors will not acquire beneficial ownership of Common Shares while the Offer is outstanding, other than pursuant to the Offer.

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13. Other Terms of the Offer

      No broker, dealer or other person has been authorized to give any information or to make any representation or warranty on behalf of Goldcorp or any of their Affiliates in connection with the Offer other than as contained in the Offer, and, if any such information, representation or warranty is given or made, it must not be relied upon as having been authorized. No broker, dealer or other person shall be deemed to be the agent of the Offerors or any of their Affiliates or the Depositary for the purposes of the Offer.

      The Offer and all contracts resulting from the acceptance of the Offer shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party to any agreement resulting from the acceptance of the Offer unconditionally and irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario.

      The Offer is not being made to (nor will deposits of Common Shares be accepted from or on behalf of) holders of Common Shares residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. The Offerors may, in their sole discretion, take such action as they may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Common Shares in any such jurisdiction. The foregoing shall not restrict the applicability to the Offer of the securities laws of the United States or any other applicable jurisdiction. However, Shareholders should be aware that the enforcement by holders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Offerors are governed by the laws of Canada, that the majority of their respective officers and directors reside outside the United States, that some of the experts named in the Circular reside outside the United States and that all or a substantial portion of the assets of the Offerors and said persons may be located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

      The Offerors, in their sole discretion, shall be entitled to make a final and binding determination of all questions relating to the Offer, the Circular, the Letter of Acceptance and Transmittal and the Notice of Guaranteed Delivery, the validity of any acceptance of the Offer and the validity of any withdrawal of Common Shares.

      The provisions of the Definitions, the Summary, the accompanying Circular, the Letter of Acceptance and Transmittal and the Notice of Guaranteed Delivery, including the instructions contained therein, form part of the terms and conditions of the Offer.

      The Offer and the accompanying Circular together constitute the take-over bid circular required under Canadian provincial securities legislation with respect to the Offer. Shareholders are urged to refer to the accompanying Circular for additional information relating to the Offer. The Offer and Circular will also constitute a part of the Offerors’ Registration Statement on Form F-10 to be filed with the SEC on December 29, 2004 and comprise the prospectus set forth in the Registration Statement on Form F-10. Shareholders are urged to refer to the accompanying Circular and, with respect to U.S. Shareholders, the Offerors’ Registration Statement on Form F-10, for additional information relating to the Offer, Goldcorp, Subco and Wheaton.

      Goldcorp and Subco will file with the SEC on December 29, 2004 a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 of the U.S. Exchange Act, together with exhibits furnishing additional information with respect to the Offer, and may file amendments thereto. In addition, Wheaton will file with the SEC a Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9, together with exhibits, pursuant to Rules 14d-9 and 14e-2 under the U.S. Exchange Act, setting forth the position of Wheaton’s board of directors with respect to the Offer and the reason for such position, and may file amendments thereto. A copy of these documents, and any amendments thereto, may be examined at, and copies obtained from, the SEC’s internet website at the address: http://www.sec.gov. These

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documents also can be obtained from the Information Agent by calling the telephone number set forth on the back page of this Offer and the Circular.

GOLDCORP INC.	GOLDCORP ACQUISITION ULC
(Signed) ROBERT R. MCEWEN Chief Executive Officer	(Signed) ROBERT R. MCEWEN Chief Executive Officer

DATED: December 29, 2004

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CIRCULAR

      This Circular is furnished in connection with the Offer dated December 29, 2004 by the Offerors to purchase all of the issued and outstanding Common Shares (including Common Shares which may become outstanding after the date of the Offer and prior to the Expiry Time upon the exercise of stock options, warrants or other rights) on the basis of 0.25 of a Goldcorp Share for each Common Share. Shareholders should refer to the Offer for details of the terms and conditions, including details as to payment and withdrawal rights. The terms and conditions of the Offer, the Letter of Acceptance and Transmittal and the Notice of Guaranteed Delivery are incorporated into and form part of this Circular. Appendix A (Pro Forma Financial Statements) also forms a part of this Circular. Defined terms used in the Offer are used in this Circular with the same meanings unless the context otherwise requires.

      The information concerning Wheaton contained in the Offer and this Circular has been taken from or is based upon publicly available documents and records on file with the Canadian securities regulatory authorities, and other public sources. Although the Offerors have no knowledge that would indicate that any statements contained herein relating to Wheaton taken from or based upon such documents, records and sources are untrue or incomplete, neither the Offerors nor any of their officers or directors assumes any responsibility for the accuracy or completeness of the information relating to Wheaton taken from or based upon such documents, records and sources, or for any failure by Wheaton to disclose events which may have occurred or which may affect the significance or accuracy of any such information but which are unknown to the Offerors.

1.   Goldcorp and Subco

Goldcorp

      Goldcorp is a North American based gold producer. Goldcorp owns and acquires properties, explores for precious metals, develops mines and produces primarily gold. It is in the top ten gold producers globally, calculated on the basis of market capitalization. Goldcorp owns one of the highest-grade gold deposits in the world, the Red Lake Mine, which is located in Ontario, Canada and has produced more than 500,000 ounces of gold annually since 2001. The Red Lake Mine is the largest producing gold mine in Canada. The Company also produces gold at the Wharf Mine in the historic Lead mining area in the Black Hills of South Dakota in the United States. Goldcorp also owns an industrial minerals operation, Saskatchewan Minerals, in Saskatchewan, Canada. It produces sodium sulphate used primarily in the detergent industry. Goldcorp’s principal executive offices are located at Suite 2700, 145 King Street West, Toronto, Ontario, Canada M5H 1J8 (telephone: (416) 865-0326).

Documents Incorporated by Reference

      The following documents filed with the securities commissions or similar regulatory authorities in the provinces of Canada are specifically incorporated by reference in and form an integral part of this Circular, except to the extent that any statement made in any of such documents is modified or superseded by a statement in this Circular:

(a)	the Annual Information Form of Goldcorp dated May 14, 2004 for the year ended December 31, 2003;
(b)	the audited comparative consolidated financial statements of Goldcorp as at, and for the year ended, December 31, 2003, together with the auditors’ report thereon;
(c)	Management’s Discussion and Analysis of Goldcorp for the year ended December 31, 2003;
(d)	the unaudited comparative consolidated interim financial statements of Goldcorp as at, and for the nine-months ended, September 30, 2004;
(e)	Management’s Discussion and Analysis of Goldcorp for the nine-months ended September 30, 2004;
(f)	the Management Information Circular and Proxy Statement of Goldcorp dated March 31, 2004 distributed in connection with the annual and general meeting of shareholders of Goldcorp held on June 16, 2004 (excluding the sections entitled “Report on Executive Compensation”, “Performance Graph” and “Corporate Governance”);
(g)	the material change report of Goldcorp dated December 7, 2004 concerning Goldcorp’s intention to make the Offer; and
(h)	the material change report of Goldcorp dated December 24, 2004 concerning Goldcorp’s approval of the Offer and entering into the Acquisition Agreement.

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      All documents of the type referred to above, and any material change reports (excluding confidential material change reports) and financial statements filed by Goldcorp with any securities commissions or similar regulatory authorities in Canada subsequent to the date of this Circular and prior to the Expiry Time shall be deemed to be incorporated by reference into this Circular.

      Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary, Goldcorp Inc., Suite 2700, 145 King Street West, Toronto, Ontario M5H 1J8 (telephone: (416) 865-0326). These documents are also available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com. For the purpose of the Province of Québec, this Circular contains information to be completed by consulting the permanent information record. A copy of the permanent information record may be obtained from the Corporate Secretary at the above-mentioned address and telephone number or on SEDAR.

      Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Circular, to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Circular.

Subco

      Subco was formed under the laws of the Province of Nova Scotia on December 23, 2004 for the sole purpose of making the Offer. Subco is a wholly-owned subsidiary of Goldcorp. To date, Subco has engaged in no activities other than those incidental to its organization and the making of the Offer. The registered office of Subco is located at 1601 Lower Water Street, Halifax, Nova Scotia B3J 3P6 (telephone: (902) 425-6500). Subco’s principal executive offices are located at Suite 2700, 145 King Street West, Toronto, Ontario, Canada M5H 1J8 (telephone: (416) 865-0326).

Share Capital of Goldcorp

      The authorized capital of Goldcorp consists of an unlimited number of Goldcorp Shares. As of December 22, 2004, 189,980,188 Goldcorp Shares were outstanding.

      At a special meeting of shareholders of Goldcorp held on March 21, 2002, the shareholders of Goldcorp approved a special resolution authorizing the amendment of Goldcorp’s articles to subdivide each Goldcorp Share on a two-for-one basis. The record date for the subdivision was May 22, 2002 and additional Goldcorp Shares were distributed to shareholders of record in Canada on May 27, 2002 and in the United States on May 28, 2002. Following completion of the subdivision, the number of Goldcorp Shares outstanding increased to 181,942,348 (206,264,308 on a fully diluted basis).

      On April 30, 2002, Goldcorp completed an offering of 8,000,000 Goldcorp Shares and 4,000,000 share purchase warrants (“2002 Warrants”) for gross proceeds of $144 million. Subsequent to the two-for-one share split, each whole 2002 Warrant entitles the holder to purchase two Goldcorp Shares at a price of $12.50 per share at any time during the period ending April 30, 2007.

      In addition to the 2002 Warrants, Goldcorp also has 3,000,000 share purchase warrants outstanding, each of which entitles the holder to acquire two Goldcorp Shares, at any time on or before May 13, 2009, at a total price of C$20.00 (C$10.00 per share).

      Assuming that all of the Common Shares outstanding as of December 17, 2004 (assuming full exercise of all outstanding Wheaton Options and Wheaton Warrants that are currently exercisable to acquire Common Shares) are deposited to the Offer and that the Offerors take up and pay for all of such Common Shares under the Offer, Goldcorp will issue approximately 192,355,455 Goldcorp Shares, subject to adjustment for fractional interests as described in the Offer.

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Price Range and Trading Volume of Goldcorp Shares

      The following table sets forth, for the periods indicated, the reported high and low sale prices and the aggregate volume of trading of the Goldcorp Shares on the TSX and on the NYSE.

	TSX						NYSE
Period	High		Low		Volume		High		Low		Volume
	(C$)		(C$)		(000’s)		($)		($)		(000’s)
2002
October - December		20.50		14.85		70,209		13.41		9.45		113,744
2003
January - March		20.59		13.95		63,724		13.07		9.55		947,100
April - June		17.10		14.59		41,756		12.72		10.10		705,300
July - September		20.06		15.14		40,048		14.89		10.94		550,500
October - December		23.80		18.46		48,905		18.30		13.73		769,300
2004
January - March		20.84		17.40		52,250		16.27		13.08		132,071
April - June		19.35		14.56		59,516		14.78		10.50		108,906
July - September		17.50		14.68		33,512		13.86		11.00		75,740
October - December 23		18.91		16.25		72,191		15.62		13.15		115,982

      Goldcorp announced the Offerors’ intention to make the Offer on December 5, 2004. On December 3, 2004 (being the last full day on which the Goldcorp Shares traded publicly prior to the announcement of Goldcorp’s intention to make the Offer), the closing prices of the Goldcorp Shares on the TSX and NYSE were C$17.15 and $14.34, respectively. On December 23, 2004, the closing prices of the Goldcorp Shares on the TSX and NYSE were C$18.91 and $15.34, respectively.

Risk Factors

      Goldcorp’s operations and financial performance are subject to the normal risks of mining and are subject to various factors which are beyond its control; certain of these risk factors are described below:

      Gold Price Volatility. Goldcorp’s earnings are directly related to the price of gold as its revenues are derived primarily from gold mining. Goldcorp’s current policy is not to engage in gold hedging activities. Gold prices fluctuate widely and are affected by numerous factors beyond Goldcorp’s control, including central bank sales, producer hedging activities, expectations of inflation, the relative exchange rate of the US dollar with other major currencies, global and regional demand and political and economic conditions and production costs in major gold producing regions. The effect of these factors, individually or in the aggregate, on the price of gold is impossible to predict with accuracy. Gold prices are also affected by worldwide production levels. In addition, the price of gold has on occasion been subject to very rapid short-term changes because of speculative activities. Fluctuations in gold prices may adversely affect Goldcorp’s financial performance or results of operations. Further, if the market price of gold falls, profitability and cash flow will suffer and Goldcorp may experience losses and may curtail or suspend some or all of its exploration, development and mining activities.

      Dependence on the Red Lake Mine. Goldcorp’s operations at the Red Lake Mine currently account for almost all of Goldcorp’s gold production and revenue. In addition, Goldcorp’s principal exploration and development program is based at the Red Lake Mine. Any adverse development affecting the Red Lake Mine would have a material adverse effect on Goldcorp’s financial performance and results of operations and Goldcorp’s ability to implement its growth strategy or achieve its goals for cash product costs.

      Risks of Acquisitions. Although the successful completion of the Offer and Subsequent Acquisition Transaction would eliminate the need for Goldcorp to pursue additional acquisitions in the near future, Goldcorp will continue to actively evaluate opportunities to acquire additional gold mining assets and businesses. These acquisitions may be significant in size, may change the scale of Goldcorp’s business, and may expose Goldcorp to new geographic, political, operating, financial and geological risks. Goldcorp’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, acquire them on acceptable terms and integrate their operations successfully with those of Goldcorp. Any acquisitions would be accompanied by risks, such as the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of Goldcorp’s ongoing business; the inability of management to maximize the financial and strategic position of Goldcorp through the successful

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incorporation of acquired assets and businesses; additional expenses associated with amortization of acquired intangible assets; the maintenance of uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; and the potential unknown liabilities associated with acquired assets and businesses. In addition, Goldcorp may need additional capital to finance an acquisition. Debt financing related to any acquisition will expose Goldcorp to the risk of leverage, while equity financing may cause existing shareholders to suffer dilution. There can be no assurance that Goldcorp would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions. Due to all of the foregoing, Goldcorp’s pursuit of any future acquisition may have a material adverse effect on its business, results of operations, financial condition, cash flows and liquidity. Should the Offer and Subsequent Acquisition Transaction be successfully completed, Goldcorp does not currently intend to pursue additional acquisitions.

      Competition for Mineral Lands. There is a limited supply of desirable mineral lands available for acquisition, claim staking, or leasing in the areas where Goldcorp contemplates expanding its operations and conducting exploration activities. Many participants are engaged in the mining business, including large, established mining companies with substantial capabilities and long earnings records. Goldcorp may be at a competitive disadvantage in acquiring mining properties, as many of its competitors have greater financial resources and larger technical staffs than Goldcorp. Accordingly, there can be no assurance that Goldcorp will be able to compete successfully for new mining properties.

      Uncertainty of Reserve Estimates. Reserve estimates are imprecise and depend partly on statistical inferences drawn from drilling, which may prove to be unreliable. Future production could differ dramatically from reserve estimates for the following reasons:

• mineralization or formations could be different from those predicted by drilling, sampling and similar examinations;

• declines in the market price of gold may render the mining of some or all of Goldcorp’s reserves uneconomic;

• increases in operating mining costs and processing costs could adversely affect reserves; and

• the grade of reserves may vary significantly from time to time and there is no assurance that any particular level of gold may be recovered from the reserves.

      Any of these factors may require Goldcorp to reduce its reserve estimates or increase its costs. Short-term factors, such as the need for additional development of a deposit or the processing of new or different grades, may impair Goldcorp’s profitability. Should the market price of gold fall, Goldcorp could be required to materially write down its investment in mining properties or delay or discontinue production or the development of new projects.

      Cash Costs of Gold Production. Goldcorp’s cash production costs to produce an ounce of gold are dependent on a number of factors, including the grade of reserves. This is especially important at the Red Lake Mine, where the high grade has allowed Goldcorp to achieve very low cash production costs. In the future, the grades actually recovered by Goldcorp may differ from the estimated grades of the reserves. As these factors are beyond Goldcorp’s control, there can be no assurance that Goldcorp will continue to maintain its status as a low cash cost gold producer or achieve the current goals for its cash production costs.

      Mining Risks. The business of gold mining involves many risks and hazards, including environmental hazards, industrial accidents, labour force disruptions, the unavailability of materials and equipment, unusual or unexpected rock formations, pit slope failures, changes in the regulatory environment, weather conditions, cave-ins, rock bursts, water conditions and gold bullion losses. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability. As a result, Goldcorp may incur significant costs that could have a material adverse effect upon its financial performance, liquidity and results of operations. In addition, any significant delay in the current shaft expansion program at the Red Lake Mine could have a material adverse effect upon financial performance and results of operations.

      Environmental Risks. Goldcorp’s activities are subject to extensive federal, provincial, state and local laws and regulations governing environmental protection and employee health and safety. Goldcorp is required to obtain governmental permits and provide associated financial assurance to carry on certain activities. Goldcorp is also subject to various reclamation and other bonding requirements under federal, state or provincial air, water quality and mine

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reclamation rules and permits. Although Goldcorp makes provisions for reclamation costs, it cannot be assured that these provisions will be adequate to discharge its obligations for these costs.

      Failure to comply with applicable environmental and health and safety laws can result in injunctions, damages, suspension or revocation of permits and imposition of penalties. There can be no assurance that Goldcorp has been or will be at all times in complete compliance with such laws, regulations and permits, or that the costs of complying with current and future environmental and health and safety laws and permits will not adversely affect Goldcorp’s business, results of operations or financial condition.

      Under certain environmental laws, Goldcorp could also be held responsible for the costs to address contamination at current or former facilities or third party sites. Goldcorp could also be held liable for exposure to such hazardous substances. Goldcorp is involved in various investigative and remedial actions. There can be no assurance that the costs of such actions would not be material.

      Environmental laws are complex, and have tended to become more stringent over time. Any changes in such laws or in the environmental conditions at Goldcorp’s mines could have a material adverse effect on Goldcorp’s financial condition, liquidity or results of operations.

      Uncertainty of Exploration and Development Programs. Goldcorp’s profitability is significantly affected by the costs and results of its exploration and development programs. As mines have limited lives based on proven and probable reserves, Goldcorp actively seeks to replace and expand its reserves, primarily through exploration and development and, in the future, may do so through strategic acquisitions, as well. Exploration for minerals is highly speculative in nature, involves many risks and frequently is unsuccessful. Among the many uncertainties inherent in any gold exploration and development program are the location of economic ore bodies, the development of appropriate metallurgical processes, the receipt of necessary governmental permits and the construction of mining and processing facilities. Assuming the discovery of an economic deposit, depending on the type of mining operation involved, several years may elapse from the initial phases of drilling until commercial operations are commenced and, during such time, the economic feasibility of production may change. Accordingly, Goldcorp’s exploration and development programs may not result in any new economically viable mining operations or yield new reserves to replace and expand current reserves. In the event that new reserves are not discovered, Goldcorp may not be able to sustain production beyond the current mine life, based on current production rates.

      Capital Intensive Industry; Uncertainty of Funding. Mining operations require a substantial amount of capital prior to the commencement of, and in connection with, the actual production of gold. Such capital requirements relate to the costs of, among other things, acquiring mining claims and properties, obtaining government permits, exploration and delineation drilling to determine the underground configuration of the deposit, designing and constructing the mine and processing facilities, purchasing and maintaining mining equipment, and complying with financial assurance requirements established by various regulatory agencies regarding the future restoration and reclamation activities for each property.

      Laws and Regulations. Goldcorp’s mining operations and exploration activities are subject to extensive federal, provincial, state and local laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health and safety, mine safety and other matters. Compliance with such laws and regulations increases the costs of planning, designing, drilling, developing, constructing, operating and closing mines and other facilities. Such laws and regulations are subject to constant change and amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation or interpretation thereof could have a material adverse impact on Goldcorp, causing a reduction in levels of production and delay or prevent the development of new mining properties.

      Dependence on Key Personnel. Goldcorp is dependent upon the services of key management personnel. The loss of any of these key personnel, if not replaced, could have a material adverse effect on Goldcorp’s business and its operations. Goldcorp currently does not have key person insurance on these individuals.

      Dependence on Dynatec Corporation. Goldcorp does not employ its own underground mining personnel at the Red Lake Mine. Goldcorp has outsourced its needs for underground mining personnel at the Red Lake Mine under a contract with Dynatec Corporation (“Dynatec”) which expires on December 31, 2006. During development of the mine in 1999 and 2000, Dynatec was the underground development and construction contractor and, since completion, has continued as the underground mining services contractor. Under the contract, Dynatec will receive incentive payments for achieving specified levels of tonnage production. Goldcorp relies exclusively on Dynatec to bring ore at the Red Lake

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Mine to the surface for processing. Any interruption in, or problems with, the mining services provided by Dynatec could lead to disruption of mining operations at the Red Lake Mine and adversely affect Goldcorp’s gold production.

      Currency Fluctuations. Goldcorp’s operating results and cash flow are significantly affected by changes in the US/Canadian dollar exchange rate. Exchange rate movements can have a significant impact as substantially all of Goldcorp’s revenues are earned in US dollars but the majority of its operating and capital expenditures are in Canadian dollars. Generally, Goldcorp does not engage in currency hedging activities.

      Volatility of Share Price. The price of Goldcorp Shares may be highly volatile due to factors such as the following, some of which are beyond Goldcorp’s control:

• fluctuations in the price of gold;

• variations in grade estimates;

• variations in Goldcorp’s operating results;

• operating results that vary from the expectations of securities analysts and investors;

• changes in expectations as to Goldcorp’s future financial performance, including financial estimates by securities analysts and investors;

• changes in market valuations of other gold companies;

• announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by Goldcorp or its competitors;

• additions or departures of key personnel; and

• future sales of Goldcorp Shares.

      In addition, the stock market in general has experienced extreme volatility that often has been unrelated to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the trading price of Goldcorp Shares, regardless of its actual operating performance.

      Potential Conflicts of Interest. Goldcorp owns approximately 49% of the outstanding voting securities in Lexam Explorations Inc. (“Lexam”), an exploration and development company which is largely inactive due to insufficient financial resources. Mr. Robert McEwen, the chair and Chief Executive Officer and a director of Goldcorp, is also a director and officer of Lexam. Three of the other executive officers of Goldcorp are also officers of Lexam. As a result, there may be potential conflicts of interest that arise for these shared personnel, including, among other things, the allocating of corporate opportunities and their time and effort between the two companies. Such conflicts will need to be resolved through the exercise by these individuals of judgment consistent with their respective fiduciary duties to Goldcorp and Lexam.

      Risk that Subsequent Acquisition Transaction may not Occur, resulting in Taxable Transaction for U.S. Holders. If the Offerors take up and pay for Common Shares validly deposited under the Offer, the Acquisition Agreement requires the Offerors to effect the Subsequent Acquisition Transaction. It is possible, however, that the Subsequent Acquisition Transaction may not occur as provided in the Acquisition Agreement or, even if the Subsequent Acquisition Transaction is completed as contemplated in the Acquisition Agreement, certain requirements of United States federal income tax law may not be met in connection with that transaction. In either event, the transfer of the Common Shares pursuant to the Offer or the Subsequent Acquisition Transaction would be a taxable disposition of such shares for U.S. Holders, and the U.S. Holders would recognize gain or loss on the disposition equal to the difference between the U.S. dollar equivalent of the fair market value of the Goldcorp Shares received and the U.S. Holder’s adjusted tax basis in the Common Shares surrendered in exchange therefor. Please see the section entitled “Certain United States Federal Income Tax Considerations” below.

2.   Wheaton

      Wheaton is engaged in the acquisition, exploration 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 an indirect 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 gold development project in Mexico and the Amapari gold project in Brazil, which is under construction. In addition, Wheaton owns approximately 64% of Chap Mercantile Inc.

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      Wheaton is a reporting issuer or the equivalent in all provinces and territories of Canada and files its continuous disclosure documents with the Canadian securities regulatory authorities and with the SEC. Such documents are available without charge at www.sedar.com and www.sec.gov. Wheaton’s principal executive offices are located at 1560-200 Burrard Street, Vancouver, British Columbia, Canada V6C 3L6 (telephone: (604) 696-3000).

Share Capital of Wheaton

      Wheaton has represented in the Acquisition Agreement that, as at December 17, 2004, there were (i) 572,135,538 Common Shares outstanding, (ii) 20,931,497 Common Shares in aggregate set aside for issue under the Wheaton Options and (iii) an aggregate of 176,354,783 Common Shares set aside for issue under the Wheaton Warrants.

Price Range and Trading Volume of Common Shares

      The following table sets forth, for the periods indicated, the reported high and low sale prices and the aggregate volume of trading of the Common Shares on the TSX and on the AMEX.

	TSX						AMEX
Period	High		Low		Volume		High		Low		Volume
	(C$)		(C$)		(000’s)		($)		($)		(000’s)
2002
October - December		1.47		0.94		70,457		1.00		0.60		11,729
2003
January - March		1.77		1.10		173,260		1.14		0.76		66,389
April - June		1.70		1.18		165,107		1.27		0.81		68,301
July - September		2.89		1.68		316,198		2.13		1.21		183,836
October - December		4.19		2.40		429,117		3.21		1.79		348,107
2004
January - March		4.48		3.39		450,356		3.42		2.55		368,572
April - June		4.34		3.25		537,888		3.32		2.37		306,404
July - September		3.97		3.10		279,707		3.15		2.33		170,262
October - December 23		4.39		3.70		409,900		3.68		3.03		277,853

      Goldcorp announced the Offerors’ intention to make the Offer on December 5, 2004. On December 3, 2004 (being the last full day on which the Common Shares traded publicly prior to the announcement of Goldcorp’s intention to make the Offer), the closing prices of the Common Shares on the TSX and AMEX were C$3.76 and $3.19, respectively. On December 23, 2004, the closing prices of the Common Shares on the TSX and AMEX were C$3.92 and $3.19, respectively.

3.   Background to the Offer

      Over the past three years, Goldcorp’s management has actively monitored the gold mining industry and examined many companies to identify the best growth opportunities for Goldcorp. During this period, management carried out detailed due diligence on particular companies and situations to assess the attractiveness of a property purchase, corporate merger, sale or take-over.

      As the gold industry continues to consolidate, it is increasingly commonplace for heads of companies to have exploratory discussions about possible combinations. Goldcorp was no different, although its standards were higher than most particularly relating to future profitability, return on investment and timing of transaction.

      The recent public announcement that Mr. Robert McEwen, Chairman and Chief Executive Officer of Goldcorp, has decided to step down as Chief Executive Officer and the need to hire a new Chief Executive Officer adds another important element to Goldcorp’s corporate growth plan and strategy. It is regarded as essential that the preferred candidate for Chief Executive Officer have a strong entrepreneurial background combined with industry expertise.

Acquisition Agreement with Wheaton

      In September 2004, Goldcorp received an analysis prepared by GMP Securities Ltd. (“GMP”) (subsequently retained by Goldcorp as its financial advisor and dealer manager for the Offer) in respect of a possible combination with Wheaton.

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      On October 21, 2004, Mr. McEwen attended a Canadian Institute of Mining luncheon at which Mr. Ian Telfer, Chairman and Chief Executive Officer of Wheaton, made a presentation. Mr. McEwen left the luncheon with a new appreciation for Wheaton’s growing production profile, cash flow, exploration prospects, entrepreneurial success and the strong management capabilities and industry expertise of Mr. Telfer and Wheaton’s senior management team. These observations led to the idea that a combination of Goldcorp and Wheaton would create a very strong and attractive gold company with great growth prospects and address Goldcorp’s senior management needs.

      As a result, Goldcorp began exploring the possibility of a combination with Wheaton and asked GMP to provide an updated analysis of Wheaton. The updated analysis was circulated to the Goldcorp board of directors. Shortly thereafter, Mr. McEwen and Dr. Donald Quick, a member of the Special Committee of Goldcorp (defined below), met with senior management of Wheaton to discuss a possible transaction.

      Mr. Telfer made a presentation to the Special Committee and also to the Goldcorp board on November 22, 2004 regarding a possible combination of Goldcorp and Wheaton. In addition, Rothschild Inc., the financial advisors to the Special Committee, advised the board that, among other things, a combination with Wheaton could be successfully marketed. Discussions between Goldcorp and Wheaton continued thereafter.

      On December 4, 2004, the Goldcorp board met with representatives of GMP following which the board voted to enter into an agreement in principle with Wheaton subject to, among other things, a due diligence review.

      On December 5, 2004, Mr. McEwen and Mr. Telfer, together with representatives from GMP and the legal advisors to Goldcorp and Wheaton, met in Toronto to negotiate the terms of an agreement in principle. As a result, Goldcorp and Wheaton entered an agreement in principle which provided for Goldcorp to make a take-over bid for Wheaton on the basis of one Goldcorp Share for every four Common Shares of Wheaton.

      On December 6, 2004, Goldcorp and Wheaton issued a joint press release announcing the proposed take-over bid transaction and Mr. McEwen and Mr. Telfer jointly held a conference call to discuss the proposed take-over bid transaction.

      At a meeting of the board of directors of Goldcorp on December 22, 2004, subject to finalizing terms of the agreement, the board unanimously approved entering into the Acquisition Agreement with Wheaton. The board also determined that, for the purposes of the Acquisition Agreement and based on, among other things, an opinion letter from GMP, the proposed take-over bid by Glamis Gold Ltd. (referred to below) is not a Superior Proposal (as defined in the Acquisition Agreement) to the Wheaton transaction.

Discussions with Glamis

      In November 2003, Mr. McEwen commenced discussions with Mr. C. Kevin McArthur, President and Chief Executive Officer of Glamis Gold Ltd. (“Glamis”), regarding a possible transaction involving Goldcorp and Glamis. In December 2003, Goldcorp and Glamis entered into a confidentiality agreement and conducted due diligence investigations of each other.

      In February 2004, Goldcorp retained Rothschild Inc. (“Rothschild”) as its lead financial advisor to assist Goldcorp in reviewing its strategic options and to provide advice to it in respect of any possible transactions. Rothschild advised the board of directors of Goldcorp that Glamis was the least attractive of the alternatives considered. Accordingly, Mr. McEwen advised Mr. McArthur that Goldcorp would not be proceeding further.

      Discussions between Glamis and Goldcorp ceased in the spring of 2004 without any formal proposal being made by either party.

      In July 2004, in a meeting between Glamis and Rothschild, the possibility of resuming discussions with Goldcorp was raised. Mr. McEwen instructed Rothschild to advise Glamis to make a proposal in the event that it was interested in resuming discussions with Goldcorp. Glamis made a proposal to Goldcorp in September 2004, which was revised in October 2004. Following receipt of the proposal from Glamis, the Goldcorp board of directors established a special committee of independent directors (the “Special Committee”) to review the proposal. The Special Committee retained independent legal advisors and Rothschild as its independent financial advisors to advise it with respect to the proposal.

      The Special Committee met with Glamis in early November 2004 to negotiate the terms of a possible transaction involving Goldcorp and Glamis. On November 10, 2004, the Special Committee, together with Rothschild who had determined that the Glamis proposal, on balance, appeared reasonable, presented the terms of a proposed transaction

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with Glamis to the board. On November 22, 2004, in a split vote, the Special Committee recommended to the board that it accept the Glamis proposal. In a split vote, the Goldcorp board did not approve the Glamis proposal.

      Glamis was advised that its proposal had not been accepted. The discussions and negotiations between Goldcorp and Glamis therefore terminated.

      On December 16, 2004, Glamis publicly announced its intention to make a take-over bid for Goldcorp in a press release dated December 16, 2004. Glamis said that it intends to make the offer on the following terms and conditions:

• each Goldcorp shareholder will be offered 0.89 of a Glamis common share for each Goldcorp Share which values Goldcorp at $17.80 per Goldcorp Share and represents a premium of 22.6% based on the volume-weighted average trading price for both companies for the previous 30 trading days on the NYSE;

• a minimum of 66 2/3% of Goldcorp Shares on a fully-diluted basis are tendered to the bid;

• Goldcorp does not acquire or enter into any commitment to acquire shares or enter into any material agreement with Wheaton;

• any Goldcorp offer or agreement with Wheaton must be conditional on the Glamis take-over bid not being successful and must be capable of being terminated by Goldcorp without payment or penalty if the Glamis take-over bid is successful; and

• approval by a simple majority of Glamis common shares voted at a shareholders meeting.

      On December 16, 2004, legal counsel to Glamis also sent a letter to the Goldcorp board of directors expressing the view that shareholders of Goldcorp be permitted to tender their Goldcorp Shares to Glamis’s proposed bid. On December 20, 2004, a press release was issued by Glamis summarizing the contents of the letter to the board of directors.

      With the exception of a break fee that was part of Glamis’s prior proposal, the terms of the proposed bid are substantially the same as the proposal which was made by Glamis and not accepted by the Goldcorp board on November 22, 2004.

      On December 17, 2004, Goldcorp issued a press release advising that, in the event a take-over bid circular is sent by Glamis to Goldcorp’s shareholders, Goldcorp will review and evaluate the Glamis bid.

4.   Agreements Relating to the Offer

Acquisition Agreement

      The Acquisition Agreement dated December 23, 2004 between Goldcorp and Wheaton sets forth, among other things, the terms and conditions upon and subject to which the Offer is to be made by the Offerors. The following is a summary of the principal terms of the Acquisition Agreement.

Conditions of the Offer

      Please see the section entitled “Conditions of the Offer” in the Offer for a detailed list of the conditions of the Offer.

Waivers of Conditions

      The Acquisition Agreement provides that the Offerors will not amend or vary the terms and conditions of the Offer, except to increase the value of the consideration payable thereunder or to extend the Expiry Time, from time to time, to a date not later than: (i) 120 calendar days after the date of the Offer in the event that any of the conditions in paragraphs (e), (f), (g), (i) or (j) under the section entitled “Conditions of the Offer” in the Offer have not been satisfied or waived by the Offerors or if an Alternative Transaction has been proposed and is continuing; and (ii) in any other case, 60 calendar days after the date of the Offer. However, the Offerors may waive any one or more of the conditions of the Offer, in their sole discretion, except the Minimum Tender Condition. The Minimum Tender Condition may be waived by the Offerors only with the prior written consent of Wheaton.

Management and Directors

      If the Minimum Tender Condition is satisfied and the Offerors take up and pay for Common Shares under the Offer, Goldcorp and Wheaton will use all reasonable efforts to cause their respective boards of directors to pass such resolutions and to take such other actions as may be required in order that: (i) the number of directors of Goldcorp will be increased to ten, with five directors of Goldcorp to be nominated by Ian Telfer, on behalf of Wheaton, remaining as

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directors of Goldcorp and five current directors of Wheaton nominated by Robert McEwen, on behalf of Goldcorp, becoming directors of Goldcorp; (ii) Ian Telfer will become a director of Goldcorp and will be appointed as Chief Executive Officer of Goldcorp; (iii) Robert McEwen will remain as a director and the Chair of Goldcorp; and (iv) all of the directors of Wheaton will be replaced by nominees of Goldcorp to be determined by the board of directors of Goldcorp following the appointments referred to in (i) above.

Subsequent Acquisition Transaction

      If the Minimum Tender Consideration is satisfied and the Offerors take up and pay for Common Shares under the Offer, Goldcorp and Wheaton shall take all necessary steps to proceed with, as soon as practicable and in any event within 120 days following the Expiry Time, the Subsequent Acquisition Transaction so that Goldcorp may thereby acquire all of the Common Shares that were not acquired by the Offerors under the Offer. The consideration offered under the Subsequent Acquisition Transaction will be at least equal in value to and in the same form as the consideration offered under the Offer.

Treatment of Wheaton Options and Wheaton Warrants

      The Acquisition Agreement contains provisions relating to the treatment of Wheaton Options and Wheaton Warrants, as set out below.

(a)	No offer shall be made by the Offerors for Wheaton Options. Subject to obtaining all necessary regulatory and shareholder approvals, the board of directors of Wheaton may take the necessary actions to provide that (i) each Wheaton Option holder, other than the directors of Wheaton or the senior officers of Wheaton, may, at his or her option, request that Wheaton fund the exercise price payable by such option holder against receipt of a written direction to repay the amount of such funding from the proceeds of the sale by the Depositary (or such other person as Wheaton and Goldcorp may agree) for and on behalf of such option holders of such number of Goldcorp Shares to be received by such holder for the Common Shares tendered to the Offer pursuant to the exercise of his or her options that is sufficient to repay the amount of such funding, or (ii) each Wheaton Option holder may, at his or her option, in the case of Wheaton Option holders other than the directors of Wheaton or the senior officers of Wheaton, or shall, in the case of Wheaton Option holders who are directors of Wheaton or senior officers of Wheaton, receive upon the exercise of such options after a Subsequent Acquisition Transaction in accordance with the terms of such options, and shall accept in lieu of the number of Common Shares otherwise issuable upon such exercise, the number of Goldcorp Shares (rounded down to the nearest whole number) which such holder would have been entitled to receive as a result of the Offer, if such holder had been the registered holder of the number of Common Shares to which such holder was entitled upon such exercise immediately prior to the effective time of a Subsequent Acquisition Transaction. Any such action shall be conditional upon the take up of Common Shares under the Offer.
(b)	No offer shall be made by the Offerors for Wheaton Warrants. Upon the exercise of any such warrants after a Subsequent Acquisition Transaction, the holder of any such Wheaton Warrants shall receive, in lieu of the number of Common Shares otherwise issuable upon such exercise, that number of Goldcorp Shares (rounded down to the nearest whole number) which such holder would have been entitled to receive as a result of the Offer, if such holder had been the registered holder of the number of Common Shares to which such holder was entitled upon such exercise immediately prior to the effective time of a Subsequent Acquisition Transaction.
(c)	Goldcorp shall take all necessary steps (including seeking all necessary regulatory and shareholder approvals and executing assumption agreements) to ensure that all Wheaton Options (both vested and unvested) and Wheaton Warrants outstanding immediately prior to the effective time of a Subsequent Acquisition Transaction will, as a result of the amalgamation to take place to effect such Subsequent Acquisition Transaction, subject to receipt of such regulatory and shareholder approvals, become securities of Goldcorp exercisable to purchase Goldcorp Shares on the basis described in paragraphs (a) and (b) above and, in the case of the Wheaton Warrants, subject to applicable listing requirements, be listed and posted for trading on such stock exchanges as the Wheaton Warrants are listed and posted for trading on immediately prior to the effective time of such Subsequent Acquisition Transaction.

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Representations, Warranties and Covenants of Goldcorp

      The Acquisition Agreement contains customary representations and warranties on the part of Goldcorp relating to, among other things: Goldcorp’s corporate status and reporting issuer status; Goldcorp’s capitalization; Goldcorp’s authority to enter into the Acquisition Agreement; and the approval of the board of directors of Goldcorp of the Offer. The representations and warranties also address various matters relating to the business, operations and properties of Goldcorp and its subsidiaries including: material contracts; the absence of any Material Adverse Changes; pension and employment matters; the accuracy of Goldcorp’s financial statements, corporate records and minute books; the absence of undisclosed litigation that would have a Material Adverse Effect; assurances relating to title to properties and the condition of assets; insurance; environmental matters; tax matters; intellectual property; and compliance with applicable laws.

      The Acquisition Agreement also contains customary negative and positive covenants by Goldcorp. Goldcorp has agreed to conduct its business in the ordinary course consistent with past practice unless otherwise permitted under the Acquisition Agreement.

Representations, Warranties and Covenants of Wheaton

      The Acquisition Agreement contains customary representations and warranties of Wheaton relating to, among other things: Wheaton’s corporate status and reporting issuer status; Wheaton’s capitalization; Wheaton’s authority to enter into the Acquisition Agreement; and the approval of the board of directors of Wheaton of its recommendation regarding the Offer. The representations and warranties also address various matters relating to the business, operations and properties of Wheaton and its subsidiaries including: material contracts; the absence of any Material Adverse Changes; pension and employment matters; the accuracy of Wheaton’s financial statements, corporate records and minute books; the absence of undisclosed litigation that would have a Material Adverse Effect; assurances relating to title to properties and the condition of assets; insurance; environmental matters; tax matters; intellectual property; and compliance with applicable laws.

      Furthermore, Wheaton has covenanted to carry on business only in the usual course consistent with past practice unless Goldcorp otherwise agrees in writing or as otherwise permitted or contemplated in the Acquisition Agreement.

Goldcorp Shareholder Meeting

      The Acquisition Agreement requires Goldcorp to convene a special meeting of its shareholders by February 4, 2005 for the purpose of considering an ordinary resolution to approve the issuance by Goldcorp of the Goldcorp Shares pursuant to the Offer and the Subsequent Acquisition Transaction. In connection therewith, Goldcorp must prepare a management information circular in accordance with Securities Laws, and send it to the shareholders of Goldcorp and file it with the applicable securities regulatory authorities in accordance with Securities Laws. The resolution must be passed by at least a majority of the Goldcorp Shares voted on the resolution at the meeting.

No Solicitation

      Each of Wheaton and Goldcorp has agreed that it will not, directly or indirectly, (i) solicit, initiate, encourage or facilitate (including by way of furnishing non-public information) any inquiries or proposals regarding any Alternative Transaction, (ii) participate in any discussions or negotiations regarding any Alternative Transaction, (iii) approve or recommend any Alternative Transaction, or (iv) accept, support or enter into any agreement, arrangement or understanding related to any Alternative Transaction. Each of Wheaton and Goldcorp has also agreed to (i) immediately cease and cause to be terminated all existing discussions or negotiations, directly or indirectly, with any person with respect to any Alternative Transaction, (ii) refrain from waiving or varying any terms or conditions of any confidentiality or non-disclosure or standstill agreement entered into prior to the date of the Acquisition Agreement between Wheaton and any person considering any Alternative Transaction and will immediately request the return (or the deletion from retrieval systems and data bases or the destruction) of all information provided by it, directly or indirectly, to any such person, (iii) in the case of Wheaton, promptly reaffirm its recommendation that Wheaton Shareholders accept the Offer after a determination by the board of directors of Wheaton that any Alternative Transaction that has been publicly disclosed is not a Superior Proposal, and (iv) in the case of Goldcorp, promptly recommend that Goldcorp’s shareholders not accept any Alternative Transaction that is publicly announced after a determination by the board of directors of Goldcorp that any such Alternative Transaction is not a Superior Proposal (and shall include such recommendation in any directors’ circular or other document sent to Goldcorp’s shareholders in response to any such Alternative Transaction).

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      Notwithstanding the foregoing, the board of directors of Wheaton or Goldcorp may consider or participate in discussions and enter into confidentiality agreements regarding a bona fide Alternative Transaction that did not result from a breach of the terms of the Acquisition Agreement and is or could reasonably be expected to be a Superior Proposal.

Notice of Alternative Transaction

      Each of Wheaton and Goldcorp must immediately notify the other, at first orally and then promptly in writing, of any Alternative Transaction that becomes known to it, or any amendment to any Alternative Transaction, or any request for information relating to it or any of its subsidiaries in connection with any Alternative Transaction or for access to the properties, books or records of it or any of its subsidiaries by any person that may be proposing, or has made a proposal for, any Alternative Transaction. Such notice shall include (i) a description of the material terms and conditions of such Alternative Transaction, (ii) the identity of the person making such Alternative Transaction, inquiry or contact, and (iii) such other details of such Alternative Transaction, inquiry, contact, discussions or negotiations as Goldcorp or Wheaton, as applicable, may reasonably request. Each of Wheaton and Goldcorp shall, upon request from the other, provide further notices of the status (including any change to the material terms) of any such Alternative Transaction or inquiry or contact.

Proceeding with a Superior Proposal

      Wheaton may accept, approve or recommend or enter into an agreement, understanding or arrangement to proceed with a Superior Proposal in respect of which there has been no breach of the terms of the Acquisition Agreement and withdraw, modify or change its recommendation concerning the Offer in connection with a Superior Proposal, but only if:

(a)	Wheaton has provided Goldcorp with a copy of all documentation (including unexecuted final documentation) relating to the Superior Proposal (provided Goldcorp agrees to requirements as to the confidentiality to be afforded in respect of that Superior Proposal that the person proposing such Superior Proposal may reasonably request);
(b)	a period (the “Response Period”) of five business days shall have elapsed from the date on which Goldcorp received written notice from the board of directors of Wheaton that the board of directors of Wheaton determined to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal; and
(c)	the board of directors of Wheaton has considered any amendment to the terms of the Offer that increases or modifies the consideration (or value of the consideration) to be received by the Shareholders proposed by Goldcorp before the end of the Response Period and determined by formal resolution, in good faith, acting reasonably after consultation: (i) with its financial advisers, that the Superior Proposal is more favourable to Shareholders from a financial point of view than the Offer (with the amendments, if any, proposed by Goldcorp); and (ii) with its outside legal counsel, that the failure to enter into a binding agreement in respect of the Superior Proposal would be inconsistent with its fiduciary duties.

      Goldcorp may accept, approve or recommend or enter into an agreement, understanding or arrangement to proceed with a Superior Proposal in respect of which there has been no breach of the terms of the Acquisition Agreement, but only if:

(a)

Goldcorp has provided Wheaton with a copy of all documentation (including unexecuted final documentation) relating to the Superior Proposal (provided Wheaton agrees to requirements as to the confidentiality to be afforded in respect of that Superior Proposal that the person proposing such Superior Proposal may reasonably request); and

(b)

the board of directors of Goldcorp has determined by formal resolution, in good faith, acting reasonably after consultation: (i) with its financial advisers, that the Superior Proposal is more favourable to Goldcorp from a financial point of view than the Offer; and (ii) with its outside legal counsel, that the failure to enter into a binding agreement in respect of the Superior Proposal would be inconsistent with its fiduciary duties.

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Right to Match

      During the Response Period, Goldcorp will have the right, but not the obligation, to offer to amend the terms of the Offer. The board of directors of Wheaton will review any such proposal by Goldcorp to amend the terms of the Offer, including, without limitation, an increase in, or modification of, the consideration to be received by the Shareholders (or value of such consideration), in good faith, acting reasonably in consultation with its financial advisers and outside legal counsel, to determine whether the Alternative Transaction to which Goldcorp is responding would be a Superior Proposal when assessed against the Offer as it is proposed by Goldcorp to be amended. If the board of directors of Wheaton does not determine that the Alternative Transaction is a Superior Proposal, the board of directors of Wheaton will promptly reaffirm its recommendation of the Offer (as so amended by Goldcorp).

Termination

      The Acquisition Agreement may be terminated, by written notice promptly given to the other party, at any time prior to the time the Offerors first take up and pay for Common Shares under the Offer:

(a)	by either Goldcorp or Wheaton, if the Offerors shall not have taken up and paid for Common Shares under the Offer on or before the date upon which the Expiry Time occurs, or Goldcorp or Wheaton, as applicable, shall have concluded, acting reasonably, that a condition to the Offer is not capable of satisfaction on or before the Expiry Time (except where the Acquisition Agreement may be terminated under paragraph (i) below), unless the reason for the Offerors not so taking up and paying for the Common Shares or for the relevant condition not being capable of satisfaction is due to the failure of the party seeking to terminate the Acquisition Agreement to perform any of the obligations under the Acquisition Agreement required to be performed by such party;
(b)	by Goldcorp, if the Offer terminates or expires at the Expiry Time without the Offerors taking up and paying for any Common Shares due to the non-satisfaction of any condition set forth in the Offer that has not been waived, other than as a result of Goldcorp’s failure to perform any of its obligations under the Acquisition Agreement;
(c)	by either Goldcorp or Wheaton, if the board of directors of Wheaton shall withdraw, modify or change its recommendation concerning the Offer to proceed with an Alternative Transaction in accordance with the Acquisition Agreement;
(d)	by Goldcorp, if the board of directors of Wheaton approves, recommends or accepts, or enters into any agreement, undertaking or arrangement in respect of, an Alternative Transaction;
(e)	by either Goldcorp or Wheaton, if the board of directors of Goldcorp determines to accept, approve, recommend, or enter into an agreement, understanding or arrangement to proceed with an Alternative Transaction;
(f)	by Wheaton, if the board of directors of Goldcorp approves, recommends or accepts, or enters into any agreement, undertaking or arrangement in respect of an Alternative Transaction;
(g)	by either Goldcorp or Wheaton, if the other party shall not have complied or cannot comply in all material respects with such other party’s covenants and obligations under the Acquisition Agreement to be complied with at or prior to the Expiry Time, or if any of the representations and warranties of such other party under the Acquisition Agreement are not true and correct in all respects, in the case of representations and warranties qualified by materiality, and in all material respects in the case of all other representations and warranties;
(h)	by Wheaton, if there shall have occurred after the date of the Acquisition Agreement any Material Adverse Change of Goldcorp;
(i)	by either Goldcorp or Wheaton, if the shareholders of Goldcorp do not approve the issuance by Goldcorp of Goldcorp Shares pursuant to the Offer and Subsequent Acquisition Transaction by at least a majority of the votes cast by the shareholders of Goldcorp, present in person or represented by proxy, at the special meeting of shareholders of Goldcorp called to consider an ordinary resolution to approve such issuance; or
(j)	by either Goldcorp or Wheaton, if an Alternative Transaction in respect of the other party is completed.

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Termination Fee

      The Acquisition Agreement provides that Wheaton is required to pay to Goldcorp a termination fee of $35 million if the Acquisition Agreement is terminated in the circumstances described in paragraphs (c) or (d) under “— Termination” above or if the board of directors of Wheaton fails to reaffirm its recommendation of the Offer by press release within a reasonable time after the public announcement or commencement of any Alternative Transaction or on or after December 5, 2004 and prior to the Expiry Time, an Alternative Transaction in respect of Wheaton is publicly announced or any person has publicly announced an intention to make an Alternative Transaction and, such Alternative Transaction either has been accepted or has not expired, been withdrawn or been publicly abandoned, and (A) the Offer is not completed as a result of the Minimum Tender Condition not having been met and (B) such Alternative Transaction is completed on or prior to September 30, 2005.

      The Acquisition Agreement provides that Goldcorp is required to pay to Wheaton a termination fee of $35 million if the Acquisition Agreement is terminated in the circumstances described in paragraphs (e), (f) or (i) under “— Termination” above or on or after December 5, 2004 and prior to the Expiry Time, an Alternative Transaction in respect of Goldcorp is publicly announced or any person has publicly announced an intention to make an Alternative Transaction, such Alternative Transaction either has been accepted or has not expired, been withdrawn or been publicly abandoned, and (A) the Offer is not commenced or completed and (B) such Alternative Transaction is completed on or prior to September 30, 2005.

      In the event that the Acquisition Agreement is terminated as a result of a party’s failure to comply with its respective covenants and obligations under the Acquisition Agreement or as a result of a party’s representations and warranties under the Acquisition Agreement not being true and correct in all respects and the terminating party has complied with its covenants and obligations and its representations and warranties are true and correct, that party is required to pay to the terminating party a termination fee of $35 million.

Ancillary Agreements

      Wheaton and Goldcorp entered into a standstill and confidentiality agreement dated as of December 3, 2004 (the “Standstill and Confidentiality Agreement”) pursuant to which both parties agreed, subject to certain exceptions, to hold confidential all information of the other party made available to it and its representatives in connection with the Offer for a period of 18 months from the date of such agreement. In addition, the Standstill and Confidentiality Agreement provides that for a period of 18 months commencing on the date of the Standstill and Confidentiality Agreement, neither party will acquire securities of the other party without the consent of the other party, and neither party will solicit the employees of the other party with whom they have come into contact in connection with the making of the Offer.

5. Strategic Rationale for the Offer; Purpose of the Offer, Plans for Wheaton, Plans for Wheaton Warrants and Wheaton Options and Plans for the Combined Company

Strategic Rationale for the Offer

      The strategic rationale for the Offer is the creation of a combined company having the following attributes:

• Production — 2005 gold production expected to be in excess of 1.1 million ounces at a total cash cost of less than $60 per ounce (taking into account credit from the production of other minerals);

• Growth — annual production expected to grow to 1.5 million ounces of gold by 2007;

• Balance Sheet — strong balance sheet with over $500 million in cash and gold bullion, with no debt;

• Reserves — proven and probable reserves of 10.5 million ounces of gold plus additional measured and indicated resources of 9.5 million ounces of gold as of December 31, 2003, all of which are unhedged;

• Liquidity — combined daily average trading liquidity of over $60 million; and

• Market Capitalization — expected to be approximately $5 billion.

Purpose of the Offer

      The purpose of the Offer is to enable the Offerors to acquire all of the Common Shares. If the conditions of the Offer are satisfied or waived and the Offerors take up and pay for the Common Shares validly deposited under the Offer, the Acquisition Agreement requires the Offerors to effect the Subsequent Acquisition Transaction in order to

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acquire all of the Common Shares that were not acquired by the Offerors under the Offer. See “Acquisition of Common Shares Not Deposited” in this Circular.

Plans for Wheaton

      If the Offer is successful, the Offerors intend to amalgamate Wheaton with Subco so that Wheaton would become a wholly-owned subsidiary of Goldcorp.

      If permitted by applicable Law, subsequent to the completion of the Offer and the Subsequent Acquisition Transaction, if necessary, the Offerors intend to delist the Common Shares from the TSX and the AMEX and cause Wheaton to cease to be a reporting issuer under the Securities Laws of each province and to cease to have a class of shares registered under the U.S. Exchange Act. See the section entitled “Effect of the Offer on the Market for Common Shares; Stock Exchange Listing; Public Disclosure by Wheaton and U.S. Exchange Act Registration” in this Circular.

Plans for Wheaton Warrants and Wheaton Options

      The Wheaton Warrants are unaffected by the Offer and the Offer is not made for the Wheaton Warrants. If, after completion of the Offer, the Offerors implement the Subsequent Acquisition Transaction, the Offerors intend to structure such transaction so that the holders of the Wheaton Warrants would thereafter have the right to receive Goldcorp Shares upon the exercise thereof, with the number of shares and exercise price adjusted, in accordance with the terms of the Wheaton Warrants, based on the exchange ratio used in the Offer. In this regard, the Offerors note that they have not been able to review the terms of all of the indentures for the Wheaton Warrants and alternative results may apply depending on the terms and conditions of such documents. The Offerors currently intend to list these new warrants to purchase Goldcorp Shares on the TSX and the NYSE, subject to the approval of each such exchange.

      The Wheaton Options are unaffected by the Offer and the Offer is not made for the Wheaton Options. If, after completion of the Offer, the Offerors implement the Subsequent Acquisition Transaction, the Offerors intend to structure such transaction so that the holders of the Wheaton Options would thereafter have the right to receive Goldcorp Shares upon the exercise thereof, with the number of shares and exercise price adjusted, in accordance with the terms of the Wheaton Options, based on the exchange ratio used in the Offer. In this regard, the Offerors note that they have not been able to review the terms of the Stock Option Plan and alternative results may apply depending on the terms and conditions of the Stock Option Plan. The Offerors currently intend to reserve for listing on the TSX and the NYSE, subject to the approval of each such exchange, such Goldcorp Shares that would be issuable upon exercise of the Wheaton Options.

Plans for the Combined Company

      Following the completion of the Offer and the Subsequent Acquisition Transaction (if necessary), Wheaton would become a wholly-owned subsidiary of Goldcorp. The combined company would enable Goldcorp to meet its goal of becoming a one million ounce producer of gold, with low cash costs (less than $100 per ounce of gold), with no debt and no hedging by the year 2005.

      The combined company would also enable Goldcorp and Wheaton to possess the attributes described in the section entitled “Strategic Rationale for the Offer; Purpose of the Offer, Plans for Wheaton, Plans for Wheaton Warrants and Wheaton Options and Plans for Combined Company — Strategic Rationale for the Offer” in the Circular.

6.   Acquisition of Common Shares Not Deposited

Subsequent Acquisition Transaction

      If the Offerors take up and pay for Common Shares validly deposited under the Offer, the Acquisition Agreement requires the Offerors to take all necessary steps to continue Wheaton under the laws of Nova Scotia and amalgamate Wheaton with Subco pursuant to which Shareholders who have not tendered their Common Shares under the Offer would receive 0.25 of a Goldcorp Share and, in Wheaton’s opinion, such amalgamation must satisfy the requirements for qualifying, together with the Offer as a single integrated transaction, as a reorganization within the meaning of section 368(a) of the Internal Revenue Code of 1986, as amended, for United States federal income tax purposes (the “Subsequent Acquisition Transaction”).

      Rule 61-501, Policy Q-27 and the regulations to securities legislation in certain provinces of Canada (collectively, the “Regulations”) may deem the Subsequent Acquisition Transaction to be a “business combination” or a “going

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private transaction” if the Subsequent Acquisition Transaction would result in the interest of a holder of Common Shares (the “Affected Securities”) being terminated without the consent of the holder and, in the case of OSC Rule 61-501, regardless of whether the security is replaced with another security, or, in the case of Policy Q-27, without the substitution therefor of an interest of equivalent value in a participating security of Wheaton, a successor to the business of Wheaton or a person who controls Wheaton or a successor to the business of Wheaton. In certain circumstances, the provisions of Rule 61-501 and Policy Q-27 may also deem the Subsequent Acquisition Transaction to be a “related party transaction”.

      Rule 61-501, Policy Q-27 and the Regulations provide that, unless exempted, a corporation proposing to carry out a business combination or going private transaction is required to prepare a valuation of the Affected Securities (and any non-cash consideration being offered therefor) and provide to the holders of the Affected Securities a summary of such valuation. The Regulations impose a requirement to include a summary of a similar valuation in a take-over bid circular where it is anticipated by the offeror that a going private transaction will follow the take-over bid. Rule 61-501 and Policy Q-27 have similar requirements for related party transactions. However, if the Subsequent Acquisition Transaction is a “business combination” or “going private transaction” carried out in accordance with Rule 61-501 or an exemption therefrom and Policy Q-27 or an exemption therefrom, the “related party transaction” provisions of Rule 61-501 and Policy Q-27 would not then apply to such transaction.

      In connection therewith, the Offerors intend to rely on any exemption then available or to seek waivers pursuant to Rule 61-501 and Policy Q-27 from the OSC and AMF exempting the Offerors or Wheaton or their Affiliates, as appropriate, from the requirement to prepare a valuation in connection with the Subsequent Acquisition Transaction.

      Rule 61-501 and Policy Q-27 also require that, in addition to any other required shareholder approval, in order to complete such a transaction, the approval of a simple majority of the votes cast by “minority” shareholders of the Affected Securities must be obtained. Absent exemptions or discretionary relief from the OSC and AMF, the necessary level of shareholder approval required to complete such a transaction is a simple majority of the votes cast by “minority” holders of each class of the Affected Securities (being the Common Shares), voting separately as a class, other than the Offerors, their directors and senior officers, any Associate or Affiliate or insider of the Offerors as well as their directors and senior officers and any person or company acting jointly or in concert with any of the foregoing in connection with the Offer or the Subsequent Acquisition Transaction. However, Rule 61-501 and Policy Q-27 provide that, subject to certain terms and conditions regarding the timing of a subsequent acquisition transaction and certain other requirements, the Offerors may treat Common Shares acquired pursuant to the Offer as “minority” securities and to vote them, or to consider them voted, in favour of such a transaction if the consideration per security in such a transaction is at least equal in value to, and in the same form as, the consideration paid under the Offer and if the intent to effect such a transaction was disclosed at the time of the Offer. The Offerors are required under the terms of the Acquisition Agreement to offer consideration under the Subsequent Acquisition Transaction proposed by it within 120 days after the expiry and successful completion of the Offer that is equal in value to, and in the same form as, the consideration offered under the Offer. The Offerors also intend that the Common Shares acquired by them pursuant to the Offer will be counted as part of any minority approval required in connection with any such transaction.

      In addition, under Rule 61-501 and Policy Q-27, if, following the Offer, the Offerors and their Affiliates are the registered holders of 90% or more of the Common Shares at the time the Subsequent Acquisition Transaction is initiated, the requirement for minority approval from the holders of Common Shares under Rule 61-501 and Policy Q-27 would not apply to the transaction if a statutory appraisal remedy is available or if a substantially equivalent enforceable right is made available to the minority Shareholders.

      The Subsequent Acquisition Transaction will result in Shareholders having the right to dissent and demand payment of the fair value of their Common Shares. If the statutory procedures are complied with, this right could lead to a judicial determination of the fair value required to be paid to such dissenting Shareholders for their Common Shares. Pursuant to applicable law, the amalgamated company resulting from the Subsequent Acquisition Transaction shall be responsible for paying any such amounts due to dissenting Shareholders.

      The tax consequences to a Shareholder who exercises its right to dissent respecting the Subsequent Acquisition Transaction may differ from the tax consequences to such Shareholder of accepting the Offer. See the sections entitled “Certain Canadian Federal Income Tax Considerations” and “Certain United States Federal Income Tax Considerations” in this Circular. Such Shareholders should consult their legal advisors for a determination of their legal rights with respect to the Subsequent Acquisition Transaction if and when it is proposed.

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Other Alternatives

      If the Offerors cannot complete the Subsequent Acquisition Transaction, the Offerors will evaluate their other alternatives. Such alternatives could include, to the extent permitted by applicable Law, purchasing additional Common Shares in the open market, in privately negotiated transactions, in another take-over bid or exchange offer or otherwise, or from Wheaton or taking no further action to acquire additional Common Shares. Any additional purchase of Common Shares could be for cash and/or securities or other consideration. Alternatively, the Offerors may sell or otherwise dispose of any or all Common Shares acquired pursuant to the Offer or otherwise. Such transactions may be effected on terms and at prices then determined by the Offerors, which may vary from the value of the consideration paid for Common Shares under the Offer.

Judicial Developments

      Prior to the adoption of Rule 61-501 (or its predecessor, OSC Policy 9.1) and Policy Q-27, Canadian courts had in several instances granted preliminary injunctions to prohibit transactions involving going private transactions. The trend in both legislation and Canadian jurisprudence has been towards permitting going private transactions to proceed subject to compliance with procedures designed to ensure substantive fairness to minority shareholders. Shareholders should consult their legal advisors for a determination of their legal rights.

7.   Source of Funds

      The Offerors estimate that the total maximum amount of funds required to pay all fees and expenses related to the Offer will be approximately $10 million. The Offerors have sufficient funds to make all such cash payments.

8.   Beneficial Ownership of Common Shares

      Neither the Offerors nor any director or senior officer of the Offerors beneficially owns or exercises control or direction over or has the right to acquire directly or indirectly any securities of Wheaton. To the knowledge of the directors and senior officers of the Offerors after reasonable enquiry, neither any Associate of any director or senior officer of the Offerors, nor any person or company holding more than 10% of any class of equity securities of the Offerors, beneficially owns or exercises control or direction over or has the right to acquire, directly or indirectly, any securities of Wheaton.

      There is no person acting jointly or in concert with the Offerors in connection with the transactions described in the Offer and the Circular.

9.   Trading in Common Shares

      Neither the Offerors nor any director or senior officer of the Offerors has traded in any securities of Wheaton during the six months preceding the date hereof. In addition, to the knowledge of the directors and senior officers of the Offerors after reasonable enquiry, neither any Associate of any director or senior officer of the Offerors nor any person or company holding more than 10% of any class of equity securities of the Offerors has traded in any securities of Wheaton during the six months preceding the date hereof.

10. Information Concerning Wheaton and the Common Shares

Dividends and Dividend Policy

      According to publicly available information, Wheaton has not paid any dividends on its Common Shares to date and does not intend to pay regular dividends on its Common Shares in the near future. Pursuant to the provisions of the Acquisition Agreement, Wheaton has agreed to not declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its Common Shares.

Previous Distribution of Common Shares

      Goldcorp is not aware, based on publicly available information, of any distributions of Common Shares since September 30, 2004, the date of the last published interim financial statements of Wheaton, other than distributions of Common Shares pursuant to the exercise of outstanding options or warrants.

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11. Effect of the Offer on the Market for Common Shares; Stock Exchange Listing; Public Disclosure by Wheaton and U.S. Exchange Act Registration

      Market for the Common Shares. The purchase of the Common Shares by the Offerors pursuant to the Offer will reduce the number of Common Shares that might otherwise trade publicly and will reduce the number of holders of Common Shares and, depending on the number of Common Shares acquired by the Offerors, could adversely affect the liquidity and market value of any remaining Common Shares held by the public.

      Listings and Quotations. The rules and regulations of the TSX and the AMEX establish certain criteria which, if not met, could lead to the delisting of the Common Shares from each such exchange. Among such criteria are the number of shareholders, the number of shares publicly held and the aggregate market value of shares publicly held. Depending upon the number of Common Shares purchased pursuant to the Offer, it is possible that the Common Shares would fail to meet these criteria for continued listing on each such exchange.

      If permitted by Law, subsequent to completion of the Offer or the Subsequent Acquisition Transaction, if necessary, the Offerors intend to apply to delist the Common Shares from the TSX and the AMEX. If the Common Shares are delisted from the TSX and the AMEX, the extent of the public market for the Common Shares and the availability of price or other quotations would depend upon the number of Shareholders, the number of Common Shares publicly held and the aggregate market value of the Common Shares remaining at such time, the interest in maintaining a market in Common Shares on the part of securities firms, whether Wheaton remains subject to public reporting requirements in Canada and the United States and other factors.

      Public Disclosure by Wheaton. After the purchase of the Common Shares under the Offer, Wheaton may cease to be subject to the public reporting and proxy solicitation requirements of the OBCA and the Securities Laws of certain provinces of Canada and the United States. Furthermore, it may be possible for Wheaton to request the elimination of the public reporting requirements of any province where a small number of Shareholders reside. If permitted by Law, subsequent to the completion of the Offer or the Subsequent Acquisition Transaction, the Offerors intend to cause Wheaton to cease to be a reporting issuer under the Securities Laws of each such province.

      U.S. Exchange Act Registration. The Common Shares are currently registered under the U.S. Exchange Act. A registration in respect of the Common Shares may be terminated upon application of Wheaton to the SEC if the Common Shares are not listed on a U.S. national securities exchange or quoted on the Nasdaq Stock Market and there are fewer than 300 holders of record of the Common Shares resident in the United States. The termination of registration of the Common Shares under the U.S. Exchange Act would substantially reduce the information required to be furnished by Wheaton to holders of its Common Shares under United States federal securities laws and to the SEC and would make certain provisions of the U.S. Exchange Act no longer applicable to Wheaton. Furthermore, the ability of “affiliates” (as defined under Rule 144 of the U.S. Securities Act) of Wheaton and persons holding “restricted securities” of Wheaton to dispose of such securities pursuant to Rule 144 of the U.S. Securities Act may be impaired or eliminated. Goldcorp intends to seek to cause Wheaton to apply for termination of registration of the Common Shares under the U.S. Exchange Act as soon after the completion of the Offer as the requirements for such termination are met. If registration of the Common Shares under the U.S. Exchange Act is terminated, the Common Shares will no longer be “margin securities” or be eligible for listing on a U.S. national securities exchange or eligible for trading on the Nasdaq Stock Market. The Common Shares are currently listed in the U.S. on the AMEX.

12. Commitments to Acquire Common Shares

      Except for agreements described in the section entitled “Agreements Relating to the Offer” in this Circular, none of the Offerors, any of the directors or senior officers of the Offerors, or, to the knowledge of the directors and senior officers of the Offerors after reasonable enquiry, any Associate of any director or senior officer of the Offerors or any person or company holding more than 10% of any class of equity securities of the Offerors, has entered into any commitments to acquire any securities of Wheaton.

13. Arrangements, Agreements or Understandings

      Except for agreements described in the section entitled “Agreements Relating to the Offer” in this Circular, there are no arrangements or agreements made or proposed to be made between the Offerors and any of the directors or senior officers of Wheaton and no payments or other benefits are proposed to be made or given by the Offerors by way of compensation for loss of office or as to their remaining in or retiring from office if the Offer is successful. Also, except for agreements described in the sections entitled “Agreements Relating to the Offer” and “Dealer Manager and

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Soliciting Dealer Group”, there are no contracts, arrangements or understandings, formal or informal, between the Offerors and any securityholder of Wheaton with respect to the Offer or between the Offerors and any person or company with respect to any securities of Wheaton in relation to the Offer.

14. Acceptance of the Offer

      The Offerors have no knowledge regarding whether any Shareholder will accept the Offer, except for Wheaton’s representation in the Acquisition Agreement that each of the directors of Wheaton has indicated his intention to accept the Offer and tender his Common Shares to the Offer.

15. Material Changes and Other Information

      The Offerors have no information which indicates any material change in the affairs of Wheaton since the date of the last published interim financial statements of Wheaton, other than the making of the Offer and such other material changes as have been publicly disclosed by Wheaton. The Offerors have no knowledge of any other matter that has not previously been generally disclosed but which would reasonably be expected to affect the decision of the Shareholders to accept or reject the Offer.

16. Regulatory Matters

      The Offerors’ obligation to take up and pay for Common Shares tendered under the Offer is conditional upon the Offerors having obtained or received all approvals, consents or confirmations sought by the Offerors, or required to be obtained or received by the Offerors, from any administrative agency or commission or other governmental authority or instrumentality in connection with the Offer, as described in greater detail below.

Competition Act (Canada)

      Under Part IX of the Competition Act (Canada), certain transactions involving the acquisition of voting shares of a corporation that carries on an operating business in Canada require the parties to notify the Commissioner of Competition (the “Commissioner”) prior to completing their proposed transaction. The acquisition of the Common Shares by Goldcorp pursuant to the Offer is such a notifiable transaction. As such, notification to the Commissioner must be made either on the basis of a short form filing (in respect of which there is a 14-day statutory waiting period) or a long form filing (in respect of which there is a 42-day statutory waiting period). The decision as to whether to make a short form or long form filing is at the discretion of the parties; however, if a short form filing is made, the Commissioner may, within the 14-day statutory waiting period, require that the parties submit a long form filing, thereby extending the waiting period for a further 42 days following receipt of the long form filing.

      Alternatively, a party to a notifiable transaction may apply to the Commissioner for an advance ruling certificate (an “ARC”) under section 102 of the Competition Act (Canada) stating that there are not sufficient grounds in respect of the notifiable transaction to apply to the Competition Tribunal under section 92 of the Competition Act (Canada).

      A transaction subject to premerger notification may not be completed until the applicable statutory waiting period has expired, or an ARC or “no-action” letter has been issued. The Commissioner’s review of a notifiable transaction may take longer than the statutory waiting period, in which case, the parties may be asked to delay completion of the transaction until the review is completed and the Commissioner has determined her position. Upon completion of the review, the Commissioner may decide to: (i) challenge the notifiable transaction, if the Commissioner concludes that it is likely to substantially lessen or prevent competition, and ultimately seek an order of the Competition Tribunal (A) prohibiting the completion of the notifiable transaction on an interim or permanent basis if the parties insist on proceeding with it without addressing the concerns of the Commissioner, (B) requiring the divestiture of shares or assets or the dissolution of the notifiable transaction, if it has been completed, or (C) with the consent of the person against whom the order is directed, requiring that person to take any other action; (ii) issue a “no-action” letter stating that the Commissioner does not intend, at such time, to make an application to the Competition Tribunal for an order as described in paragraph (i); or (iii) issue an ARC. Where an ARC is issued and the notifiable transaction to which the ARC relates is substantially completed within one year after the ARC is issued, the Commissioner cannot seek an order of the Competition Tribunal in respect of the notifiable transaction solely on the basis of information that is the same or substantially the same as the information on the basis of which the ARC was issued.

      As the Offer constitutes a notifiable transaction, Goldcorp and Wheaton intend to file a short form notification filing with the Commissioner.

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      The Offerors’ obligation to take up and pay for Common Shares tendered under the Offer is conditional upon the issuance by the Commissioner of an ARC pursuant to section 102 of the Competition Act (Canada) or, alternatively, any applicable waiting period relating to merger pre-notification under Part IX of the Competition Act (Canada) having expired and advice received to the satisfaction of the Offerors that the Commissioner does not intend to oppose the acquisition contemplated by the Offer.

Brazilian Anti-Trust Law

      Under Brazilian Law No. 8,884, enacted on June 11, 1994, certain merger and acquisition transactions are subject to the review of the Brazilian Antitrust System which is composed of (i) the Secretariat of Economic Monitoring — SEAE, which is the body that is responsible to the Ministry of Finance, (ii) the Secretariat of Economic Law — SDE, which is the body that is responsible to the Ministry of Justice, and (iii) the Administrative Council for Economic Defense — CADE, which is the body that will render the final approval.

      A filing was submitted to the Brazilian antitrust authorities on December 23, 2004 in respect of the Offer.

Argentine Anti-Trust Law

      Under Argentine Competition Defense Law No. 25,156, certain merger and acquisition transactions are subject to notification to, and approval by, the Competition Defense Commission (the “Commission”). A consultative opinion will be filed with the Commission requesting a ruling as to whether the Offer qualifies as a transaction that requires a notification to, and approval by, the Commission. A formal notification regarding the Offer may be submitted to the Commission based on the ruling provided by the Commission.

      A consultative opinion request will be filed with the Commission in respect of the Offer.

Mexican Anti-Trust Law

      Under the Mexican Antitrust Law, certain merger and acquisition transactions are subject to notification to the Federal Antitrust Commission (the “Antitrust Commission”). The Antitrust Commission, within 45 calendar days following the notification, may object to the Offer. This period may be extended if any additional information is requested by the Antitrust Commission about the parties involved in the Offer or about the process of the Offer. In the event that no objection is raised within this period, the Antitrust Commission will be deemed to have not objected. In certain cases, the Chairman of the Antitrust Commission may extend the applicable review period up to an additional 60 days.

      A filing will be submitted to the Antitrust Commission in respect of the Offer.

Foreign Acquisitions and Takeovers Act (Australia)

      Under the Foreign Acquisitions and Takeovers Act 1975 (Cth), certain proposed acquisitions of interests in Australian companies by foreign persons or corporations must be notified to, and approval obtained from, the Australian Government, acting through the Foreign Investment Review Board (the “FIRB”). This includes acquisitions of Australian entities where the value of those entities is in excess of $50 million (Australian). The proposed acquisition of the Australian subsidiaries of Wheaton requires notification to and approval from the FIRB.

      A filing was submitted to the FIRB on December 23, 2004 in respect of the Offer.

Hart-Scott-Rodino Antitrust Improvements Act of 1976 (United States)

      The Offerors have determined that the Offerors do not have to make any filings or notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (United States).

Securities Regulatory Matters

      The distribution of the Goldcorp Shares under the Offer is being made pursuant to statutory exemptions from the prospectus qualification and dealer registration requirements under applicable Canadian securities Laws. While the resale of Goldcorp Shares issued under the Offer is subject to restrictions under the securities Laws of certain Canadian jurisdictions, Shareholders in such jurisdictions generally will be able to rely on statutory exemptions from such restrictions.

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      The issuance of the Goldcorp Shares under the Offer is being made pursuant to a registration statement filed by Goldcorp under the U.S. Securities Act utilizing the Multijurisdictional Disclosure System. The Goldcorp Shares will not, as a result, be Restricted Securities.

17. Certain Canadian Federal Income Tax Considerations

      The following summary describes the principal Canadian federal income tax considerations generally applicable to a Shareholder who deposits Common Shares pursuant to the Offer or otherwise disposes of Common Shares pursuant to certain transactions described under Section 6 of the Circular, entitled “Acquisition of Common Shares Not Deposited”. This summary also describes the principal Canadian federal income tax considerations of the implementation of the Subsequent Acquisition Transaction generally applicable to a holder of Wheaton Warrants.

      This summary is based upon the current provisions of the Tax Act, the regulations thereunder (the “Tax Regulations”), and counsel’s understanding of the current published administrative and assessing practices and policies of the Canada Revenue Agency (the “CRA”). This summary takes into account all specific proposals to amend the Tax Act and the Tax Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may be different from those discussed herein. Special rules not discussed in this summary may apply to “financial institutions” (as defined for purposes of the “mark-to-market” rules of the Tax Act) and to non-resident insurers that carry on an insurance business in Canada and elsewhere. Shareholders that are financial institutions or non-resident insurers should consult their own tax advisors.

      This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular Shareholder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, Shareholders should consult their own tax advisors having regard to their own particular circumstances.

Shareholders Resident in Canada

      The following portion of the summary is generally applicable to a Shareholder who, at all relevant times for purposes of the Tax Act, is or is deemed to be resident in Canada, holds the Common Shares, and will hold Goldcorp Shares, as capital property, deals with Wheaton and the Offerors at arm’s length, and is not affiliated with Wheaton or the Offerors (a “Resident Shareholder”). Generally, the Common Shares will be capital property to a Shareholder provided the Shareholder does not hold the Common Shares in the course of carrying on a business and did not acquire the Common Shares as part of an adventure or concern in the nature of trade. Certain Shareholders whose Common Shares might not otherwise be capital property may, in certain circumstances, be entitled to have the Common Shares and all other “Canadian securities”, as defined in the Tax Act, treated as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act.

Sale of Common Shares under the Offer

          Sale to Subco

      A Resident Shareholder whose Common Shares are taken up and paid for by Subco will be considered to have disposed of such Common Shares for proceeds of disposition equal to the fair market value as at the time of acquisition of the Goldcorp Shares received by such Resident Shareholder on the exchange. As a result, the Resident Shareholder will realize a capital gain (or capital loss) to the extent that such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Shareholder of such Common Shares. The cost to a Shareholder of any Goldcorp Shares acquired in exchange for Common Shares will be equal to the fair market value of such Common Shares immediately before the exchange. Such cost of the Goldcorp Shares will generally be averaged with the adjusted cost base to that holder of any other Goldcorp Shares held by the holder at that time as capital property. The tax treatment of capital gains and capital losses is discussed below under the heading “Taxation of Capital Gains and Capital Losses”.

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          Sale to Goldcorp

      Eligible Holders are eligible to tender Common Shares to Goldcorp for the purpose of achieving a tax-deferred exchange for Canadian federal income tax purposes.

      An Eligible Holder who transfers Common Shares to Goldcorp for Goldcorp Shares under the Offer will be deemed to have disposed of such Common Shares for proceeds of disposition equal to the adjusted cost base to the Eligible Holder of such Common Shares immediately before the exchange, and to have acquired the Goldcorp Shares received in exchange for such Common Shares at a cost equal to that amount, unless the Eligible Holder elects to treat the exchange as a taxable transaction as described below. The cost of the Goldcorp Shares so acquired will generally be averaged with the adjusted cost base to the Eligible Holder of any other Goldcorp Shares held by the Eligible Holder at that time as capital property.

      A Resident Shareholder may elect to treat the transfer of Common Shares to Goldcorp for Goldcorp Shares as a taxable transaction by including in computing the Resident Shareholder’s income for the taxation year in which the exchange occurs any portion of the capital gain or capital loss, otherwise determined, from the disposition of the Common Shares so exchanged, and by reporting such inclusion in the Resident Shareholder’s income tax return for such year. The capital gain (or capital loss) realized on such exchange will be equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Shareholder of the Common Shares immediately before such exchange. The cost to the Resident Shareholder of the Goldcorp Shares received in exchange for such Common Shares will be equal to the fair market value of such Common Shares immediately before the exchange. Such cost will generally be averaged with the adjusted cost base to such holder of any other Goldcorp Shares held by such holder at that time as capital property. The taxation of capital gains and capital losses is described below.

Taxation of Capital Gains and Capital Losses

      One-half of any capital gain (“taxable capital gain”) must be included in a shareholder’s income for the year of disposition. One-half of any capital loss (“allowable capital loss”) generally must be deducted by the holder from taxable capital gains for the year of disposition. Any allowable capital losses in excess of taxable capital gains for the year of disposition generally may be carried back up to three years or forward indefinitely and deducted against net taxable capital gains in such other years to the extent and under the circumstances described in the Tax Act.

      Capital gains realized by an individual or trust, other than certain specified trusts, may give rise to alternative minimum tax under the Tax Act.

      A Resident Shareholder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax of 6 2/3% on its “aggregate investment income” for the year which will include an amount in respect of taxable capital gains.

      If the Resident Shareholder of a Common Share is a corporation, the amount of any capital loss arising from a disposition or deemed disposition of such share may be reduced by the amount of dividends received or deemed to have been received by it on such share to the extent and under circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Common Shares or where a trust or partnership of which a corporation is a beneficiary or a member is a member of a partnership or a beneficiary of a trust that owns Common Shares. Shareholders to whom these rules may be relevant should consult their own tax advisors.

Subsequent Acquisition Transaction

      As described in Section 6 of the Circular, “Acquisition of Common Shares Not Deposited — Subsequent Acquisition Transaction”, if the Offerors do not acquire all of the Common Shares pursuant to the Offer, the Offerors intend to continue Wheaton under the laws of Nova Scotia and amalgamate Wheaton with Subco pursuant to which Shareholders who have not tendered their Common Shares under the Offer would receive 0.25 of a Goldcorp Share directly from Goldcorp in exchange for each Common Share.

      Resident Shareholders would not realize a capital gain or capital loss as a result of the exchange, and the cost of the Goldcorp Shares received would be the aggregate of the adjusted cost base of the Common Shares to the holder immediately before the amalgamation.

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      Under the current administrative practice of the CRA, Resident Shareholders who exercise their right of dissent in respect of an amalgamation should be considered to have disposed of their Common Shares for proceeds of disposition equal to the amount paid by the amalgamated corporation to the dissenting Resident Shareholder therefor, other than interest awarded by the court. Because of uncertainties under the relevant legislation as to whether such amounts paid to a dissenting Resident Shareholder would be treated entirely as proceeds of disposition or in part as the payment of a deemed dividend, dissenting Resident Shareholders should consult with their own tax advisors in this regard. Any interest awarded to a Resident Shareholder by a court will generally be included in the Resident Shareholder’s income for purposes of the Tax Act.

Holding and Disposing of Goldcorp Shares

     Dividends on Goldcorp Shares

      In the case of a Resident Shareholder who is an individual, dividends received or deemed to be received on the Goldcorp Shares will be included in computing the Resident Shareholder’s income, and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from taxable Canadian corporations.

      A shareholder that is a “private corporation” (as defined in the Tax Act) or any other corporation resident in Canada and controlled or deemed to be controlled by or for the benefit of an individual or a related group of individuals may be liable under Part IV of the Tax Act to pay a refundable tax of 33 1/3% of dividends received or deemed to have been received on the Goldcorp Shares to the extent that such dividends are deductible in computing the Resident Shareholder’s taxable income.

          Disposition of Goldcorp Shares

      A disposition or deemed disposition of a Goldcorp Share by a Resident Shareholder will generally result in a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the holder of such share immediately before the disposition. The taxation of capital gains and capital losses is described above.

Shareholders Not Resident in Canada

      The following portion of the summary describes the principal Canadian federal income tax considerations generally applicable to a Shareholder who, at all relevant times, for the purposes of the Tax Act and any applicable income tax treaty or convention, is not and is not deemed to be resident in Canada, holds the Common Shares, and will hold Goldcorp Shares, as capital property, deals with Wheaton and the Offerors at arm’s length, is not affiliated with Wheaton or the Offerors and does not use or hold Common Shares in a business carried on in Canada (a “Non-Resident Shareholder”).

Exchange Pursuant to the Offer

      A Non-Resident Shareholder will not be subject to tax under the Tax Act on any capital gain realized on a disposition of such shares under the Offer unless the Common Shares are “taxable Canadian property” to the Non-Resident Shareholder. Generally, the Common Shares will not be taxable Canadian property to a Non-Resident Shareholder at a particular time provided that (i) the Common Shares are listed on a prescribed stock exchange (which currently includes the TSX and AMEX) at that time, and (ii) the Non-Resident Shareholder, persons with whom the Non-Resident Shareholder does not deal at arm’s length, or the Non-Resident Shareholder together with such persons, have not owned 25% or more of the issued shares of any class or series of the capital stock of Wheaton at any time during the 60-month period that ends at that time.

      Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Common Shares could be deemed to be taxable Canadian property.

      Even if the Common Shares are taxable Canadian property to a Non-Resident Shareholder, a taxable capital gain or an allowable capital loss resulting from the disposition of the Common Shares will not be included in computing the Non-Resident Shareholder’s income for the purposes of the Tax Act if the Common Shares constitute “treaty-protected property”. Common Shares owned by a Non-Resident Shareholder will generally be treaty-protected property if the gain from the disposition of such property would, because of an applicable income tax treaty to which Canada is a signatory, be exempt from tax under the Tax Act.

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      In the event that Common Shares constitute taxable Canadian property but not treaty-protected property to a particular Non-Resident Shareholder, then the Non-Resident Shareholder will be an Eligible Holder and may seek to tender his Common Shares to Goldcorp in order that the exchange occur on a tax-deferred basis as described above under “Shareholders Resident in Canada — Sale of Common Shares under the Offer — Sale to Goldcorp”. However, if such tender is made, the Goldcorp Shares received as consideration for the Common Shares will be deemed to be taxable Canadian property to such Non-Resident Shareholder. Non-Resident Shareholders who are Eligible Holders should consult their own tax advisors. If a Non-Resident Shareholder who is an Eligible Holder does not take steps necessary to tender his Common Shares to Goldcorp, the Non-Resident Holder will realize a capital gain or capital loss on the disposition of Common Shares to Subco pursuant to the Offer. Such capital gain or capital loss generally will be calculated, and be subject to tax, in the same manner as for Resident Shareholders. See “Shareholders Resident in Canada — Sale of Common Shares under the Offer — Sale to Subco” and “— Taxation of Capital Gains and Capital Losses”.

Subsequent Acquisition Transaction

      As described in Section 6 of the Circular, “Acquisition of Common Shares Not Deposited — Subsequent Acquisition Transaction”, if the Offerors do not acquire all of the Common Shares pursuant to the Offer, the Offerors intend to continue Wheaton under the laws of the Province of Nova Scotia and amalgamate Wheaton with Subco pursuant to which Shareholders who have not tendered their Common Shares under the Offer would receive 0.25 of a Goldcorp Share directly from Goldcorp in exchange for each Common Share. Non-Resident Shareholders would not realize a capital gain or capital loss as a result of the exchange. Goldcorp Shares received in exchange for Common Shares that were taxable Canadian property to a Non-Resident Shareholder will be deemed to be taxable Canadian property to such Non-Resident Shareholder. The tax treatment of Non-Resident Shareholders who exercise their right of dissent in respect of an amalgamation should be the same as described above for Resident Shareholders. Any dividends deemed to be paid to a dissenting Non-Resident Shareholder (see discussion above) will be subject to Canadian withholding tax at a rate of 25%. Such rate may be reduced under the provisions of an applicable income tax treaty. Any interest awarded to a dissenting Non-Resident Shareholder by a court will be subject to withholding tax under the Tax Act at the rate of 25%. Such rate may be reduced under the provisions of an applicable income tax treaty. In addition, if the Common Shares are not listed on a prescribed stock exchange at the time of disposition, the notification and withholding provisions of section 116 of the Tax Act will apply to the Non-Resident Shareholder. Non-Resident Shareholders should consult their own tax advisors for advice with respect to the potential income tax consequences to them of having their Common Shares acquired pursuant to such a transaction.

Holding and Disposing of Goldcorp Shares

      A Non-Resident Shareholder will not be liable to Canadian tax on a disposition of a Goldcorp Share unless such share constitutes taxable Canadian property that is not treaty-protected property to the Non-Resident Shareholder. A Goldcorp Share acquired pursuant to the Offer or the Subsequent Acquisition Transaction may be deemed to be taxable Canadian property to a Non-Resident Shareholder. Otherwise, a Goldcorp Share acquired pursuant to the Offer or the Subsequent Acquisition Transaction will not generally constitute taxable Canadian property to a Non-Resident Shareholder at a particular time provided they are listed on a prescribed stock exchange (which includes the TSX and the NYSE) at that time and the Non-Resident Shareholder, persons with whom the Non-Resident Shareholder does not deal at arm’s length, or the Non-Resident Shareholder together with such persons, have not owned 25% or more of the issued shares of any class or series of Goldcorp at any time during the 60-month period that ends at that time. See “Shareholders Not Resident in Canada — Exchange Pursuant to the Offer” and “— Subsequent Acquisition Transaction” for a description of circumstances in which the Goldcorp Shares may be deemed taxable Canadian property and treaty-protected property.

      Dividends paid or deemed paid to a Non-Resident Shareholder on the Goldcorp Shares will be subject to Canadian withholding tax at a rate of 25%. Such rate may be reduced under the provisions of an applicable income tax treaty.

Holders of Wheaton Warrants

      The following portion of the summary is generally applicable to holders of Wheaton Warrants to whom such Wheaton Warrants are capital property.

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Subsequent Acquisition Transaction — Amalgamation

      Holders of Wheaton Warrants will not realize a capital gain or a capital loss as a result of such holders becoming entitled, by virtue of the amalgamation occurring as part of the Subsequent Acquisition Transaction and the existing terms of the Wheaton Warrant indentures, to acquire Goldcorp Shares upon the exercise of the warrants after the effective date of the amalgamation of Subco and Wheaton.

Exercise of Warrants

      No gain or loss will be realized on the exercise of a warrant to acquire Goldcorp Shares. When a warrant is exercised, the holder’s cost of the Goldcorp Shares acquired thereby will be equal to the holder’s adjusted cost base of the warrant plus the exercise price paid for the Goldcorp Shares. The holder’s cost of such Goldcorp Shares must be averaged with the adjusted cost base of any other Goldcorp Shares held by the holder at that time as capital property to determine the holder’s adjusted cost base of each such Goldcorp Share.

Disposition and Expiry of Warrants

      A disposition or deemed disposition of warrants by a holder will generally give rise to a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, are greater (or less) than such holder’s adjusted cost base of the warrants. The expiry of unexercised warrants will constitute a disposition thereof for nil proceeds of disposition, resulting in the holder realizing a capital loss equal to such holder’s adjusted cost base of the expired warrants. The tax treatment of capital gains and capital losses for a holder who is resident in Canada is discussed in greater detail above under the subheading “Taxation of Capital Gains and Capital Losses”. A holder who is a non-resident of Canada will only be liable to Canadian tax on any capital gain if the warrants are taxable Canadian property and not treaty-protected property.

18. Certain United States Federal Income Tax Considerations

      The following is a summary of the material United States federal income tax consequences to a U.S. Holder (as defined below) arising from and relating to the exchange of Common Shares for Goldcorp Shares pursuant to the Acquisition.

      This summary is for general information purposes only and does not purport to be a complete description of all potential United States federal income tax consequences that may apply to a U.S. Holder as a result of the Acquisition and the ownership and disposition of Goldcorp Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the United States federal income tax consequences of the Acquisition and the ownership and disposition of Goldcorp Shares. Accordingly, this summary is not intended to be, and should not be construed as, legal or United States federal income tax advice with respect to any U.S. Holder. Each U.S. Holder should consult its own tax advisor regarding the United States federal, United States state and local, and foreign tax consequences of the Offer, the Acquisition and the ownership and disposition of Goldcorp Shares.

Scope of this Disclosure

Authorities

      This summary is based on the Code, final, temporary and proposed Treasury Regulations, United States court decisions, published rulings and administrative positions of the IRS interpreting the Code, and the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), that are applicable and, in each case, as in effect and available, as of the date of this Offer. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis and could affect the United States federal income tax consequences described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive basis.

U.S. Holders

      For purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares that, for United States federal income tax purposes, is (a) an individual who is a citizen or resident of the United States, (b) a corporation, or other entity classified as a corporation for United States federal income tax purposes, that is created or organized in or

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under the laws of the United States or any state in the United States, including the District of Columbia, (c) an estate if the income of such estate is subject to United States federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a United States person for United States federal income tax purposes or (ii) a United States court is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust.

Non-U.S. Holders

      For purposes of this summary, a “Non-U.S. Holder” is a beneficial owner of Common Shares other than a U.S. Holder. This summary does not address the United States federal income tax consequences to Non-U.S. Holders of the Acquisition and the ownership and disposition of Goldcorp Shares. Accordingly, a Non-U.S. Holder should consult its own tax advisor regarding the United States federal, United States state and local, and foreign tax consequences (including the potential application of and operation of any tax treaties) of the Offer, the Acquisition and the ownership and disposition of Goldcorp Shares.

U.S. Holders Subject to Special United States Federal Income Tax Rules Not Addressed

      This summary does not address the United States federal income tax consequences of the Offer or the Acquisition or the ownership and disposition of Goldcorp Shares to U.S. Holders that are subject to special provisions under the Code, including the following U.S. Holders: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, insurance companies, real estate investment trusts, or regulated investment companies or that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (c) U.S. Holders that have a “functional currency” other than the United States dollar; (d) U.S. Holders that are liable for the alternative minimum tax under the Code; (e) U.S. Holders that own Common Shares or Goldcorp Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquired Common Shares or Goldcorp Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold Common Shares or Goldcorp Shares other than as a capital asset within the meaning of Section 1221 of the Code; (h) U.S. Holders that acquired Common Shares through the exercise of the Wheaton Warrants; and (i) U.S. Holders that own, directly or indirectly, 5% or more, by voting power or value, of the outstanding shares of Wheaton. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisor regarding the United States federal, United States state and local, and foreign tax consequences of the Acquisition and the ownership, and disposition of Goldcorp Shares.

      If an entity that is classified as partnership (or “pass-through” entity) for United States federal income tax purposes holds Common Shares or Goldcorp Shares, the United States federal income tax consequences to such partnership (or “pass-through” entity) and the partners of such partnership (or owners of such “pass-through” entity) generally will depend on the activities of the partnership (or “pass-through” entity) and the status of such partners (or owners). Partners of entities that are classified as partnerships (and owners of “pass-through” entities) for United States federal income tax purposes should consult their own tax advisor regarding the United States federal income tax consequences of the Acquisition and the ownership and disposition of Goldcorp Shares.

Tax Consequences Other than United States Federal Income Tax Consequences Not Addressed

      This summary addresses solely the United States federal income tax consequences of the Acquisition and does not address the United States state and local, United States estate and gift, or foreign tax consequences to U.S. Holders of the Acquisition and the ownership and disposition of Goldcorp Shares. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the United States state and local and foreign tax consequences of the Acquisition and the ownership and disposition of Goldcorp Shares. (See “Taxation — Certain Canadian Federal Income Tax Considerations” above).

Certain United States Federal Income Tax Consequences of the Acquisition

      This summary assumes that the Offer will be consummated by Goldcorp and that Wheaton, after continuing to Nova Scotia, will amalgamate with Subco in the Subsequent Acquisition Transaction, with the resulting amalgamation corporation constituting a Nova Scotia unlimited liability company (“NS Amalco”) which is a wholly-owned subsidiary of Goldcorp. Although the matter is not free from doubt, provided the Subsequent Acquisition Transaction

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takes place as contemplated by the Acquisition Agreement, the Offer and the Amalgamation should be treated by the IRS and the United States courts as a single integrated transaction for United States federal income tax purposes. However, it is possible that the Subsequent Acquisition Transaction may not occur or that the IRS or the United States courts could take the position that the Offer and the Subsequent Acquisition Transaction do not constitute a single integrated transaction and accordingly the tax consequences of the Acquisition could materially differ from those described herein.

      The Offer and Subsequent Acquisition Transaction will be effected under the applicable provisions of Canadian law, which differ from analogous provisions of United States law. Whether the Acquisition will qualify as a tax-deferred reorganization under Section 368(a) of the Code (a “Reorganization”) will depend on the resolution of numerous factual issues, some of which will not be known until the effective time of the Subsequent Acquisition Transaction. There is no United States legal authority dealing with the tax consequences of a transaction identical to the Acquisition, and Goldcorp has not requested, nor does it intend to request, an opinion from United States legal counsel or a ruling from the IRS regarding the tax consequences of the Offer or the Acquisition. Based on current relevant authority, although the matter is not free from doubt, the Offer, considered together with the Subsequent Acquisition Transaction as a single integrated transaction (the “Acquisition”), should qualify as a tax-deferred reorganization for United States federal income tax purposes pursuant to Section 368(a) of the Code, provided that the Substantially All Assets Test (as described below) is satisfied in connection with the Acquisition. Goldcorp and Wheaton intend to treat the Offer and the Acquisition as a Reorganization for all United States federal income tax purposes as contemplated in the Acquisition Agreement. However, there can be no assurance that the IRS will agree with this characterization or that the United States courts will uphold the status of the Acquisition as a Reorganization in the event of a challenge by the IRS.

      Among other requirements for the Acquisition to qualify as a Reorganization under Section 368(a)(1)(C) of the Code (a “Type C Reorganization”), NS Amalco must acquire “substantially all” of the assets of Wheaton (the “Substantially All Assets Test”). For ruling purposes, the IRS defines “substantially all” as 70% of the gross assets and 90% of the net assets of Wheaton. In determining whether NS Amalco will acquire the requisite amount of assets from Wheaton, payments of cash by Wheaton to any holders of Common Shares that exercise the right to dissent from the Acquisition will not be considered as assets acquired by NS Amalco. Accordingly, if holders of a significant number of the outstanding Common Shares exercise the right to dissent from the Acquisition and receive payments of cash from Wheaton, the Acquisition may fail to qualify as a Type C Reorganization. Whether or not the Substantially All Assets Test will be met will not be known until the time of consummation of the Subsequent Acquisition Transaction. Each United States Holder should consult its own tax advisor regarding the likelihood that the requirements for a Type C Reorganization, including the Substantially All Assets Test, will be met.

      Assuming that the Acquisition qualifies as a Reorganization, the following United States federal income tax consequences will result to U.S. Holders:

(a)	no gain or loss will be recognized by a U.S. Holder that exchanges Common Shares for Goldcorp Shares pursuant to the Acquisition;
(b)	the tax basis of a U.S. Holder in the Goldcorp Shares acquired in exchange for Common Shares pursuant to the Acquisition will be equal to such U.S. Holder’s adjusted tax basis in the Common Shares exchanged; and
(c)	the holding period of a U.S. Holder for the Goldcorp Shares acquired in exchange for Common Shares pursuant to the Acquisition will include such U.S. Holder’s holding period for the Common Shares exchanged.

Information Reporting

      U.S. Holders that exchange Common Shares for Goldcorp Shares pursuant to the Acquisition generally will be required to report certain information to the IRS on their United States federal income tax returns for the taxable year in which the Acquisition occurs and to retain certain records related to the Acquisition. Each U.S. Holder should consult its own tax advisor regarding its information reporting and record retention responsibilities in connection with the Acquisition.

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Failure of the Acquisition to Qualify as a Tax-Deferred Reorganization

      In the event that the Acquisition fails to qualify as a Reorganization, the following United States federal income tax consequences will result to U.S. Holders:

(a)	a U.S. Holder will recognize gain or loss in an amount equal to the difference, if any, between (i) the fair market value of the Goldcorp Shares received by such U.S. Holder pursuant to the Acquisition and (ii) the adjusted tax basis of such U.S. Holder in the Common Shares exchanged;
(b)	the tax basis of a U.S. Holder in the Goldcorp Shares acquired in exchange for Common Shares pursuant to the Acquisition will equal the fair market value of the Goldcorp Shares on the date of receipt; and
(c)	the holding period of a U.S. Holder for the Goldcorp Shares acquired in exchange for Common Shares pursuant to the Acquisition will begin on the day after the date of receipt.

      The gain or loss described in paragraph (a) above generally will be capital gain or loss, which will be long-term capital gain or loss if the Common Shares have been held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses and net capital losses are subject to complex limitations.

Dissenting U.S. Holders

      A U.S. Holder that exercises the right to dissent from the Amalgamation will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received by such U.S. Holder in exchange for the Common Shares (other than amounts, if any, that are or are deemed to be interest for United States federal income tax purposes, which amounts will be taxed as ordinary income) and (ii) the adjusted tax basis of such U.S. Holder in the Common Shares.

      Such gain or loss will be capital gain or loss, which will be long-term capital gain or loss if the Common Shares are held for more than one year. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses and net capital losses are subject to complex limitations.

      With respect to any amounts paid to dissenters that are taxable as interest for United States federal income tax purposes, a U.S. Holder who pays Canadian income tax with respect to such interest income may be eligible to receive a deduction or a credit for such Canadian income tax paid. (See immediately below under “— Foreign Tax Credit”.)

Foreign Tax Credits for Canadian Taxes Paid or Withheld

      A U.S. Holder that pays (whether directly or through withholding) Canadian income tax in connection with the Acquisition may be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for U.S. federal income tax purposes. There are significant and complex limitations that apply to the foreign tax credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Gain on the disposition of Common Shares generally will be U.S. source gain for purposes of applying the foreign tax credit rules, unless such gain is subject to tax in Canada and is resourced as foreign source gain under the provisions of the Canada-U.S. Tax Convention. The foreign tax credit rules are very complicated, and U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding the foreign tax credit rules and the application of the foreign tax credit rules to the Acquisition.

54

United States Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Goldcorp Shares Received Upon the Acquisition

Distributions on Goldcorp Shares

General Taxation of Distributions

      A U.S. Holder that receives a distribution (including a constructive distribution) with respect to the Goldcorp Shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of Goldcorp, as determined under United States federal income tax rules. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of Goldcorp, such distribution will be treated (a) first, as a tax-free return of capital to the extent of a U.S. Holder’s adjusted tax basis in the Goldcorp Shares and, (b) thereafter, as gain from the sale or exchange of such Goldcorp Shares. (See more detailed discussion at “Disposition of Goldcorp Shares” below).

Reduced Tax Rates for Certain Dividends

      For taxable years beginning before January 1, 2009, a dividend paid by Goldcorp generally will be taxed at the preferential tax rates applicable to long-term capital gains if (a) Goldcorp is a “qualified foreign corporation” (as defined below), (b) the U.S. Holder receiving such dividend is an individual, estate, or trust, and (c) such dividend is paid on Goldcorp Shares that have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the “ex-dividend date” (i.e., the first date that a purchaser of such Goldcorp Shares will not be entitled to receive such dividend).

      Goldcorp generally will be a “qualified foreign corporation” under Section 1(h)(11) of the Code (a “QFC”) if (a) Goldcorp is incorporated in a possession of the United States, (b) Goldcorp is eligible for the benefits of the Canada-U.S. Tax Convention, or (c) Goldcorp Shares are readily tradable on an established securities market in the United States. However, even if Goldcorp satisfies one or more of such requirements, Goldcorp will not be treated as a QFC if Goldcorp is a “foreign personal holding company,” a “foreign investment company,” or a “passive foreign investment company” for the taxable year during which Goldcorp pays a dividend or for the preceding taxable year. Goldcorp believes that it will qualify as a QFC for the tax year ending December 31, 2004. However, there can be no assurance that Goldcorp will qualify as a QFC in future tax years. If Goldcorp is not a QFC, a dividend paid by Goldcorp to a U.S. Holder, including a U.S. Holder that is an individual, estate, or trust, generally will be taxed at ordinary income tax rates (and not at the preferential tax rates applicable to long-term capital gains). The dividend rules are complex and each U.S. Holder should consult its own tax advisor regarding the dividend rules.

Distributions Paid in Foreign Currency

      The amount of a distribution paid to a U.S. Holder in foreign currency generally will be equal to the United States dollar value of such distribution based on the exchange rate applicable on the date of receipt. A subsequent disposition of any foreign currency received will generally give rise to ordinary income or loss. A U.S. Holder should consult its own tax advisor regarding the United States federal income tax consequences of acquiring, holding and disposing of foreign currency.

Dividends Received Deduction

      Dividends paid on the Goldcorp Shares generally will not be eligible for the “dividends received deduction” generally available to United States corporate shareholders receiving dividends from United States corporations. The availability of the dividends received deduction is subject to complex limitations that are beyond the scope of this discussion, and a U.S. Holder that is a corporation should consult its own tax advisor regarding the dividends received deduction.

Disposition of Goldcorp Shares

      A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of Goldcorp Shares in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s adjusted tax basis in the Goldcorp Shares sold or otherwise disposed of. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if the Goldcorp Shares have been held for more than one year.

55

      Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses and net capital losses are subject to complex limitations.

Foreign Tax Credit

      A U.S. Holder who pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Goldcorp Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s United States federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to United States federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

      Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s United States federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own tax advisor regarding the foreign tax credit rules.

Passive Foreign Investment Company

      Certain United States income tax legislation contains rules governing “Passive Foreign Investment Companies” (“PFIC”) which can have significant adverse tax effects on U.S. Holders of foreign corporations. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States and, for any taxable year, either (a) 75% or more of its gross income is “passive income” or (b) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. “Passive income” includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

      U.S. Holders owning common shares of a PFIC are subject to the highest rate of tax on ordinary income in effect for the applicable taxable year and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned with respect to certain “excess distributions” on and dispositions of PFIC stock under Section 1291 of the Code. However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund (“QEF”) with respect to such shareholder’s interest therein, the above-described rules generally will not apply. Instead, the electing U.S. Holder would include annually in his gross income his pro rata share of the PFIC’s ordinary earnings and net capital gain regardless of whether such income or gain was actually distributed. A U.S. Holder of a QEF can, however, elect to defer the payment of United States federal income tax on such income inclusions. In addition, subject to certain limitations, U.S. Holders owning, actually or constructively, marketable (as specifically defined) stock in a PFIC will be permitted to elect to mark that stock to market annually, rather than be subject to the tax regime of Section 1291 of Code as described above. Amounts included in or deducted from income under this alternative (and actual gains and losses realized upon disposition, subject to certain limitations) will be treated as ordinary gains or losses.

      Goldcorp believes that it will not qualify as a PFIC for its fiscal year ending December 31, 2004. However, there can be no assurance that Goldcorp will not be considered a PFIC for any future taxable year. There can be no assurance that Goldcorp’s determination concerning its PFIC status will not be challenged by the IRS, or that it will be able to satisfy record keeping requirements that will be imposed on QEFs in the event that it qualifies as a PFIC.

      The PFIC rules are very complicated, and U.S. Holders should consult their own tax advisor regarding the PFIC rules and how these rules may impact their United States federal income tax situation.

Information Reporting: Backup Withholding Tax

      Taxable payments made pursuant to the Acquisition and payments made within the United States, or by a United States payor or United States middleman, of dividends on, and proceeds arising from certain sales or other taxable dispositions of, Goldcorp Shares generally will be subject to information reporting and backup withholding tax, at the rate of 28%, if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct United States taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect United States taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails

56

to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Any amounts withheld under the United States backup withholding tax rules will be allowed as a credit against a U.S. Holder’s United States federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding tax rules.

Subsequent Acquisition Transaction — Wheaton Warrants

      U.S. Holders of Wheaton Warrants, which hold such warrants as capital assets, should not recognize a capital gain or capital loss as a result of such holders becoming entitled, by virtue of the amalgamation occurring as part of the Subsequent Acquisition Transaction and under the existing terms of the Wheaton Warrant indentures, to acquire Goldcorp Shares upon the exercise of the warrants after the effective date of the amalgamation of Subco and Wheaton.

19. Depositary

      The Offerors have engaged Kingsdale Shareholders Services Inc. to act as Depositary for the receipt of certificates in respect of Common Shares and related Letters of Acceptance and Transmittal and Notices of Guaranteed Delivery deposited to the Offer and for the payment for Common Shares purchased by the Offerors pursuant to the Offer. The Depositary will receive reasonable and customary compensation from the Offerors for its services relating to the Offer and will be reimbursed for certain out-of-pocket expenses. The Offerors have also agreed to indemnify the Depositary against certain liabilities and expenses in connection with the Offer, including certain liabilities under the provincial securities Laws of Canada.

      Questions and requests for assistance concerning the Offer should be made directly to the Depositary.

20. Dealer Manager and Soliciting Dealer Group

      The Offerors have engaged the services of GMP Securities Ltd. as Dealer Manager in Canada and Griffiths McBurney Corp. as Dealer Manager in the United States to solicit acceptances of the Offer. The Dealer Manager will be paid a fee of $150,000 for services rendered by it in its capacity as Dealer Manager and will be reimbursed by the Offerors for its reasonable out-of-pocket expenses. In addition, the Dealer Manager will be indemnified against certain liabilities, including liabilities under securities Laws, in connection with the Offer.

      GMP Securities Ltd. has the right to form a soliciting dealer group (the “Soliciting Dealer Group”) comprised of members of the Investment Dealers Association of Canada to solicit acceptances of the Offer from persons who are not resident in the United States and Griffiths McBurney Corp. has the right to appoint sub-agents who are registered under applicable United States securities laws to solicit acceptances of the Offer from persons who are resident in the United States. Each member of the Soliciting Dealer Group, including the Dealer Manager, is referred to herein as a “Soliciting Dealer”. The Offerors have agreed to pay to each Soliciting Dealer whose name appears in the appropriate space in the Letter of Acceptance and Transmittal a fee of $0.06 for each Common Share deposited and taken up by the Offerors under the Offer. The aggregate amount payable to a Soliciting Dealer with respect to any single depositing Shareholder will be not less than $50 and not more than $1,500. Where Common Shares deposited and registered in a single name are beneficially owned by more than one person, the foregoing minimum and maximum amounts will be applied separately in respect of each such beneficial owner. The Offerors may require the Soliciting Dealers to furnish evidence of beneficial ownership satisfactory to the Offerors at the time of deposit.

      Except as set forth above, the Offerors will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of Common Shares pursuant to the Offer. No fee or commission will be payable by Shareholders who transmit their Common Shares directly to the Depositary or who make use of the facilities of a Soliciting Dealer to the Offer.

21. Information Agent

      The Offerors have retained Kingsdale Shareholder Services Inc. to act as Information Agent in connection with the Offer. The Information Agent will receive reasonable and customary compensation from the Offerors for services in connection with the Offer, will be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities, including liabilities under securities laws and expenses incurred in connection therewith.

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22. Legal Matters

      Matters of Canadian law will be passed upon on behalf of the Offerors by Fraser Milner Casgrain LLP.

      Matters of U.S. law will be passed upon on behalf of the Offerors by Dorsey & Whitney LLP.

23. Offerees’ Statutory Rights

      Securities legislation in certain of the provinces and territories of Canada provides securityholders of Wheaton with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or notice that is required to be delivered to such securityholders. However, such rights must be exercised within prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for the particulars of those rights or consult with a lawyer.

24. Directors’ Approval

      The contents of the Offer and this Circular have been approved, and the publication and the sending thereof to the Shareholders has been authorized, by the boards of directors of the Offerors.

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AUDITORS’ CONSENT

TO: The Directors of Goldcorp Inc. and Goldcorp Acquisition ULC

      We have read the take-over bid circular of Goldcorp Inc. (the “Company”) dated December 29, 2004 relating to Goldcorp Inc.’s offer to purchase all of the outstanding common shares of Wheaton River Minerals Inc. We have complied with Canadian generally accepted standards for an auditors’ involvement with offering documents.

      We consent to the incorporation by reference in the abovementioned take-over bid circular of our report to the shareholders of the Company on the balance sheets of the Company as at December 31, 2003 and 2002 and the statements of earnings, retained earnings (deficit) and cash flows for each of the years in the three-year period ended December 31, 2003. Our report is dated February 6, 2004.

(signed) KPMG LLP

Chartered Accountants

Toronto, Canada

December 29, 2004

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APPROVAL AND CERTIFICATE OF GOLDCORP INC.

DATED: December 29, 2004

      The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. In addition, the foregoing does not contain any misrepresentation likely to affect the value or the market price of the securities subject to the Offer within the meaning of the Securities Act (Québec).

GOLDCORP INC.

(signed) ROBERT R. MCEWEN
Chief Executive Officer (signed) BRAD J. BOLAND
Vice President, Finance

On behalf of the Board of Directors

(signed) RONALD M. GOLDSACK
Director (signed) DR. DONALD R.M. QUICK
Director

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APPROVAL AND CERTIFICATE OF GOLDCORP ACQUISITION ULC

DATED: December 29, 2004

      The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. In addition, the foregoing does not contain any misrepresentation likely to affect the value or the market price of the securities subject to the Offer within the meaning of the Securities Act (Québec).

GOLDCORP ACQUISITION ULC

(signed) ROBERT R. MCEWEN
Chief Executive Officer (signed) BRAD J. BOLAND
Vice President, Finance

On behalf of the Board of Directors

(signed) R. GREGORY LAING
Director (signed) GILLES FILION
Director

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APPENDIX A

PRO FORMA FINANCIAL STATEMENTS

A-1

COMPILATION REPORT

To the Directors of
  GOLDCORP INC.

      We have read the accompanying unaudited pro forma consolidated balance sheet of Goldcorp Inc. (the “Company”) as at September 30, 2004 and unaudited pro forma consolidated statement of earnings for the nine months ended September 30, 2004 and the year ended December 31, 2003, 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, 2003, and found them to be in agreement.
2.	Compared the figures in the columns captioned “Goldcorp Inc.” to the unaudited consolidated financial statements of Goldcorp Inc. as at September 30, 2004 and for the nine months then ended, and found them to be in agreement, or recalculated those figures based on information in such unaudited consolidated financial statements, and found the amounts to be arithmetically correct.
3.	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, 2003, 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.
4.	Compared the figures in the columns captioned “Wheaton River Minerals Ltd.” to the unaudited consolidated financial statements of Wheaton River Minerals Ltd. as at September 30, 2004 and for the nine months then ended, and found them to be in agreement, or recalculated those figures based on information in such unaudited consolidated financial statements, and found the amounts to be arithmetically correct.
5.	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; and
(b)	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; and
(b)	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.

6.	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.
7.	Recalculated the application of the pro forma adjustments to the aggregate of the amounts in the columns captioned “Goldcorp Inc.” and “Wheaton River Minerals Ltd.” as at September 30, 2004 and for the nine months then ended and for the year ended December 31, 2003 and found the amounts in the column captioned “Pro Forma Consolidated” to be arithmetically correct.

A-2

      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 condensed consolidated financial statements, and we therefore make no representation about the sufficiency of the procedures for the purposes of a reader of such statements.

(signed) KPMG LLP

Chartered Accountants

Toronto, Canada

December 29, 2004

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) KPMG LLP

Chartered Accountants

Toronto, Canada

December 29, 2004

A-3

GOLDCORP INC.

PRO FORMA CONSOLIDATED BALANCE SHEET

(Expressed in thousands of United States dollars)

		September 30, 2004
				Wheaton River		Pro forma					Pro forma
		Goldcorp Inc.		Minerals Ltd.		adjustments			Notes		total
		(Unaudited)
Assets
Current assets:
	Cash and short term investments	$	315,642	$	90,004	$	54,400			4(a)	$	460,046
	Gold bullion inventory		26,152		—		—					26,152
	Accounts receivable		9,459		46,954		—					56,413
	Marketable securities		23,743		1,529		3,400			4(b)		28,672
	Inventories		15,158		27,299		—					42,457
	Prepaid expenses and other		475		5,350		—					5,825
	Income and mining taxes receivable		10,013		—		—					10,013
			400,642		171,136		57,800					629,578
Mining interests			240,688		728,589		209,000			4(b)		1,178,277
Deposits for reclamation costs			4,841		1,078		—					5,919
Goodwill			—		—		1,461,966			4(b)		1,461,966
Other assets			2,743		20,388		(14,000	)		4(b)		9,131
Future income taxes			—		4,230		—					4,230
Stockpiled ore			—		58,707		—					58,707
		$	648,914	$	984,128	$	1,714,766				$	3,347,808
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable and accrued liabilities	$	19,295	$	28,996	$	10,000			4(b)	$	58,291
	Dividends payable		2,905		—		—					2,905
	Income and mining taxes payable		—		22,993		—					22,993
	Other		—		3,738		1,500			4(b)		5,238
			22,200		55,727		11,500					89,427
Reclamation and closure cost obligations			22,287		18,204		—					40,491
Future income and mining taxes			64,360		163,614		62,532			4(e)		290,506
Future employee benefits and other			—		11,067		650			4(b)		11,717
Non-controlling interests			—		—		18,000			4(a)		18,000
Shareholders’ equity:
	Capital stock		379,173		582,527		1,444,073			4(b)		2,405,773
	Cumulative translation adjustment		81,181		—		—					81,181
	Contributed surplus		—		704		(704	)		4(b)		—
	Share purchase warrants and options		5,573		33,414		(33,414	)		4(b)		—
							331,000			4(b)		336,573
	Retained earnings		74,140		118,871		(118,871	)		4(b)		74,140
			540,067		735,516		1,622,084					2,897,667
		$	648,914	$	984,128	$	1,714,766				$	3,347,808

See accompanying notes to pro forma consolidated financial statements.

A-4

GOLDCORP INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS

(Expressed in thousands of United States dollars, except earnings per share amounts)

		Nine months ended September 30, 2004
					Wheaton River			Pro forma					Pro forma
		Goldcorp Inc.			Minerals Ltd.			adjustments			Notes		total
		(Unaudited)
Revenue		$	139,144		$	305,723		$	—				$	444,867
Expenses:
	Operating		50,058			117,965			—					168,023
	Corporate administration		8,944			12,297			—					21,241
	Depreciation and depletion		12,784			36,546			20,380			4(c)		70,730
									1,020			4(f)
	Exploration		4,042			2,164			—					6,206
			75,828			168,972			21,400					266,200
Earnings from operations			63,316			136,751			(21,400	)				178,667
Other income (expense):
	Interest and other income		6,368			(3,567	)		—					2,801
	Gain (loss) on foreign currency		243			(2,171	)		—					(1,928	)
	Gain on sale of marketable securities		1,356			1,415			—					2,771
	Provision for decline in value of marketable securities		(8,519	)		—			—					(8,519	)
	Corporate transaction costs		—			(4,238	)		—					(4,238	)
			(552	)		(8,561	)							(9,113	)
Earnings before taxes			62,764			128,190			(21,400	)				169,554
Income and mining taxes			(26,384	)		(42,022	)		6,900			4(e)		(61,506	)
Earnings before non-controlling interests			36,380			86,168			(14,500	)				108,048
Non-controlling interests			—			—			(2,451	)		4(a)		(2,451	)
Net earnings		$	36,380		$	86,168		$	(16,951	)			$	105,597
Earnings per share:
	Basic	$	0.19		$	0.15							$	0.32
	Diluted	$	0.19		$	0.13							$	0.29
Weighted average number of shares:
	Basic		189,640			567,535								332,660
	Diluted		193,323			649,062								360,399

See accompanying notes to pro forma consolidated financial statements.

A-5

GOLDCORP INC.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS

(Expressed in thousands of United States dollars, except earnings per share amounts)

		Year ended December 31, 2003
					Wheaton River			Pro forma						Pro forma
		Goldcorp Inc.			Minerals Ltd.			adjustments			Notes			total
		(Unaudited)
Revenue		$	262,642		$	212,633		$	—					$	475,275
Expenses:
	Operating		88,527			96,459			1,739			4(d	)		186,725
	Corporate administration		12,138			11,432			14,186			4(d	)		37,756
	Depreciation and depletion		24,101			32,393			21,200			4(c	)		81,242
									3,548			4(f	)
	Exploration		3,006			1,875			—						4,881
			127,772			142,159			40,673						310,604
Earnings from operations			134,870			70,474			(40,673	)					164,671
Other income (expense):
	Interest and other		7,241			(3,964	)		—						3,277
	Gain on sale of purchased bullion		1,664			—			—						1,664
	Gain (loss) on foreign currency		(1,164	)		6,774			—						5,610
	Gain on marketable securities		10,230			2,095			—						12,325
			17,971			4,905									22,876
Earnings before the following			152,841			75,379			(40,673	)					187,547
Equity in earnings of Mineral Alumbrera Ltd.			—			7,324			—						7,324
Earnings before taxes			152,841			82,703			(40,673	)					194,871
Income and mining taxes			(54,037	)		(25,044	)		7,110			4(e	)		(71,971	)
Earnings before non-controlling interests			98,804			57,659			(33,563	)					122,900
Non-controlling interests			—			—			(487	)		4(a	)		(487	)
Net earnings		$	98,804		$	57,659		$	(34,050	)				$	122,413
Earnings per share:
	Basic	$	0.54		$	0.14								$	0.37
	Diluted	$	0.53		$	0.13								$	0.34
Weighted average number of shares:
	Basic		183,574			412,035									326,594
	Diluted		188,179			439,214									355,789

See accompanying notes to pro forma consolidated financial statements.

A-6

GOLDCORP INC.

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(Tabular amounts in thousands of United States dollars, except earnings per share amounts)

Nine months ended September 30, 2004 and year ended December 31, 2003

1.  Basis of presentation:

     The unaudited pro forma consolidated balance sheet of Goldcorp Inc. (the “Company” or “Goldcorp”) as at September 30, 2004 and unaudited pro forma consolidated statement of earnings for the nine months ended September 30, 2004 and for the year ended December 31, 2003 have been prepared by management after giving effect to the business combination between Goldcorp and Wheaton River Minerals Ltd. (“Wheaton River”). These pro forma condensed consolidated 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 forma consolidated financial statements have been compiled from, and include:

(a)	A pro forma consolidated balance sheet combining the unaudited consolidated balance sheet of Goldcorp as at September 30, 2004 and the unaudited consolidated balance sheet of Wheaton River as at September 30, 2004.
(b)	A pro forma consolidated statement of earnings combining the unaudited consolidated statement of operations of Goldcorp for the nine months ended September 30, 2004 with the unaudited consolidated statement of operations of Wheaton River for nine month period ended September 30, 2004.
(c)	A pro forma consolidated statement of earnings combining the audited consolidated statement of operations of Goldcorp for the year ended December 31, 2003 and the audited consolidated statement of operations of Wheaton River for the year ended December 31, 2003.

     The pro forma consolidated balance sheet as at September 30, 2004 has been prepared as if the combination with Wheaton River described in Note 3 had occurred on September 30, 2004. The pro forma consolidated statements of earnings for the nine months ended September 30, 2004 and for the year ended December 31, 2003 have been prepared as if the transactions described in Note 3 had occurred on January 1, 2003.

     It is management’s opinion that these pro forma consolidated 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 Sates 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, 2003 and the nine months ended September 30, 2004 except as discussed in note 2. The pro forma consolidated financial statements are not intended to reflect the results of operations or the financial position of Goldcorp which would have actually resulted had the proposed transactions been effected on the dates indicated. Further, the pro forma financial 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 forma consolidated 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 forma consolidated 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, 2003 which are incorporated by reference in this take-over bid circular. The significant accounting policies of Wheaton River conform in all material respects to those of Goldcorp, other than: (i) accounting for stock compensation expense related to options granted to employees. Wheaton River did not adopt this policy until January 1, 2004 whereas Goldcorp commenced recognizing this on January 1, 2003; accordingly, an adjustment has been included in these pro forma financial statements to recognize employee based stock compensation expense for Wheaton River for 2003, and (ii) 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 announced that the respective boards of directors had agreed to combine Goldcorp and Wheaton River. Each four Wheaton River shares will be exchanged for one Goldcorp share. As a result of the proposed transaction, the combined company will be held 57.1% by existing Goldcorp shareholders and 42.9% by existing Wheaton River shareholders. Each Wheaton River warrant or stock option which gives the holder the right to acquire shares in the common stock of Wheaton River when presented for execution will be exchanged for a warrant or stock option which will give the holder the right to acquire shares in the common stock of Goldcorp on the same basis as the exchange of Wheaton River common shares for Goldcorp common shares. The initial exchange will not include the Wheaton River warrants. Since Goldcorp intends to acquire these in a subsequent transaction, they have been included as part of that purchase price consideration.

     This business combination will be accounted for as a purchase transaction, with Goldcorp being identified as the acquirer and Wheaton River as the acquiree.

A-7

     The preliminary allocation of the purchase price summarized in the table below is subject to change:

Purchase price:
	143,020,000 common shares	$	2,026,600
	Stock options and warrants of Wheaton River		331,000
	Acquisition costs		10,000
		$	2,367,600
Net assets acquired:
	Cash and short-term investments	$	144,404
	Non-cash working capital		27,305
	Other long-term assets		7,466
	Stockpiled ore, non-current		58,707
	Mining interests		937,589
	Goodwill		1,461,966
	Reclamation and closure cost obligations		(18,204	)
	Non-controlling interests		(18,000	)
	Employee future benefits and other		(11,717	)
	Future income taxes, net		(221,916	)
		$	2,367,600

     The fair value of the Goldcorp shares issued is based on the deemed issuance of 143,020,000 Goldcorp common shares at $14.17 being the average share price of Goldcorp two days before, the day of, and two days after the date of announcement.

     The actual 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 depend on a number of factors including additional information available at such time, changes in market values and changes in Wheaton River’s operating results between the date of these pro forma consolidated financial statements and the effective date of the Acquisition.

     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 relevant information available at the time these statements were prepared. Goldcorp expects that the actual amounts for each of the fair values of the assets and liabilities acquired will vary from the pro forma amounts and that the variation may be material.

4.  Pro forma assumptions and adjustments:

     The pro forma consolidated financial statements include the following pro forma assumptions 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’s Luismin mining operations for an upfront payment of $38 million (Cdn. $46 million) in cash and 540 million Silver Wheaton common shares plus a payment of $3.90 per ounce of delivered refined silver, subject to adjustment.
(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 $20.4 million for the nine months ended September 30, 2004 and $21.2 million for the year ended December 31, 2003 relating to Wheaton River assets. A change in the fair value of the mining interests acquired of $10 million would change depletion expense by $0.8 million for both the nine months ended September 30, 2004 and for the year ended December 31, 2003.
(d)	To record stock-based compensation expense for Wheaton River for the year ended December 31, 2003.
(e)	To record the tax effect of the pro forma adjustments.
(f)	To record additional depletion expense to conform to Goldcorp’s accounting policy.

5.  Pro forma earnings per share:

     (a)  Basic earnings per share:

          The average number of shares used in the computation of pro forma basic earnings per share has been determined as follows:

	September 30,		December 31,
	2004		2003
Weighted-average number of Goldcorp shares issued		189,640		183,574
Number of weighted-average equivalent Goldcorp shares issued to Wheaton River’s shareholders		143,020		143,020
Pro forma weighted average number of shares outstanding		332,660		326,594

A-8

     (b)  Diluted earnings per share:

          The average number of shares used in the computation of pro forma diluted earnings per share has been determined as follows:

	September 30,		December 31,
	2004		2003
Pro forma average number of shares outstanding		332,660		326,594
Dilutive effect of Goldcorp stock options and warrants issued in exchange for Wheaton River stock options and warrants and share purchase warrants		24,056		24,590
Dilutive effect of Goldcorp warrants and stock options		3,683		4,605
Average number of shares outstanding, diluted		360,399		355,789

          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 relevant period.

6.  Reconciliation of pro forma information to United States GAAP:

     If United States GAAP were employed, the pro forma consolidated balance sheet as at September 30, 2004 and the consolidated net earnings for the nine months ended September 30, 2004 and the year ended December 31, 2003 would be adjusted as follows:

     Consolidated balance sheet as at September 30, 2004:

				Minera
				Alumbrera Ltd.
		Canadian		equity			US GAAP
		GAAP		adjustment			adjustments			Notes		US GAAP
				(note 6(a))
Assets
Current assets:
	Cash and short term investments	$	460,046	$	(16,776	)	$	—				$	443,270
	Gold bullion inventory		26,152		—			—					26,152
	Accounts receivable		56,413		(36,022	)		—					20,391
	Marketable securities		28,672		—			10,579			6(b)		39,251
	Inventories		42,457		(18,377	)		—					24,080
	Prepaid expenses and other		5,825		(2,306	)		—					3,519
	Income and mining taxes receivable		10,013		—			—					10,013
			629,578		(73,481	)		10,579					566,676
Mining interests			1,178,277		(232,809	)		—					945,468
Investment in Minera Alumbrera Ltd.			—		252,802			—					252,802
Deposits for reclamation costs			5,919		—			—					5,919
Goodwill			1,461,966		—			—					1,461,966
Other assets			9,131		(4,664	)		—					4,467
Future income taxes			4,230		—			—					4,230
Stockpiled ore			58,707		(54,547	)		—					4,160
		$	3,347,808	$	(112,699	)	$	10,579				$	3,245,688
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable and accrued liabilities	$	58,291	$	(9,371	)	$	—				$	48,920
	Dividends payable		2,905		—			—					2,905
	Income and mining taxes payable		22,993		(22,660	)		—					333
	Other		5,238		(3,738	)		—					1,500
			89,427		(35,769	)		—					53,658
Reclamation and closure cost obligations			40,491		(5,355	)		—					35,136
Future income and mining taxes			290,506		(71,401	)		2,797					221,902
Future employee benefits and other			11,717		(174	)		—					11,543
Non-controlling interests			18,000		—			—					18,000
Shareholders’ equity:
	Capital stock		2,405,773		—			1,281			6(f)		2,407,054
	Cumulative translation adjustment		81,181		—			(81,181	)		6(e)		—
	Accumulated other comprehensive income		—		—			81,181			6(e)
								3,371			6(g)
								8,463			6(b)		93,015
	Share purchase warrants and options		336,573		—			14,297			6(d)		350,870
	Retained earnings		74,140		—			(19,630	)				54,510
			2,897,667		—			7,782					2,905,449
		$	3,347,808	$	(112,699	)	$	10,579				$	3,245,688

A-9

     Consolidated statement of earnings for the nine months ended September 30, 2004

					Minera
					Alumbrera Ltd.
		Canadian			Equity			US GAAP
		GAAP			adjustment			adjustments		Notes		US GAAP
					(note 6(a))
Revenue		$	444,867		$	(193,514	)	$	—			$	251,353
Expenses
	Operating		168,023			(64,150	)		—				103,873
	Corporate administration		21,241			—			—				21,241
	Depreciation and depletion		70,730			(23,826	)		—				46,904
	Exploration		6,206			—			—				6,206
			266,200			(87,976	)		—				178,224
Earnings from operations			178,667			(105,538	)		—				73,129
Other income (expense)
	Interest and other income		2,801			3,012			—				5,813
	Gain (loss) on foreign currency		(1,928	)		—			—				(1,928	)
	Gain on sale of marketable securities		2,771			—			—				2,771
	Provision for decline in value of marketable securities		(8,519	)		—			—				(8,519	)
	Corporate transaction costs		(4,238	)		—			—				(4,238	)
			(9,113	)		3,012			—				(6,101	)
Earnings before the following:			169,554			(102,526	)		—				67,028
Equity in earnings of Minera Alumbrera Ltd.			—			71,768			—				71,768
Earnings before taxes and non-controlling interests			169,554			(30,758	)		—				138,796
Income and mining taxes			(61,506	)		30,758			—				(30,748	)
Earnings before non-controlling interests			108,048			—			—				108,048
Non-controlling interests			(2,451	)		—			—				(2,451	)
Net earnings for the period		$	105,597		$	—		$	—			$	105,597
Marketable securities market value adjustment											6(b)		640
Cumulative translation adjustment											6(e)		14,899
Comprehensive income under US GAAP												$	121,136
Earnings per share:
	Basic	$	0.32									$	0.32
	Diluted	$	0.29									$	0.29
Weighted-average number of shares outstanding
	Basic		332,660										332,660
	Diluted		360,399										360,399

A-10

     Consolidated statement of earnings for the year ended December 31, 2003:

					Minera
					Alumbrera Ltd.
		Canadian			equity			US GAAP
		GAAP			adjustment			adjustments			Notes		US GAAP
					(note 6(a))
Revenue		$	475,275		$	(109,907	)	$	—				$	365,368
Expenses
	Operating		199,172			(36,207	)		—					162,965
	Corporate administration		25,309			—			—					25,309
	Depreciation and depletion		81,242			(21,897	)		—					59,345
	Exploration		4,881			—			—					4,881
			310,604			(58,104	)		—					252,500
Earnings from operations			164,671			(51,803	)		—					112,868
Other income (expense)
	Interest and other income		3,277			615			—					3,892
	Gain on sale of purchased bullion		1,664			—			—					1,664
	Gain on foreign currency		5,610			—			—					5,610
	Gain on marketable securities		12,325			—			—					12,325
			22,876			615			—					23,491
Earnings before the following:			187,547			(51,188	)		—					136,359
Equity in earnings of Minera Alumbrera Ltd.			7,324			35,832			—					43,156
Earnings before taxes and non-controlling interests			194,871			(15,356	)		—					179,515
Income and mining taxes			(71,971	)		15,356			—					(56,615	)
Earnings before non-controlling interests			122,900			—			—					122,900
Non-controlling interests			(487	)		—			—					(487	)
Earnings before cumulative effect of accounting change			122,413			—			—					122,413
Cumulative effect of accounting change			—			—			(1,021	)		6(c)		(1,021	)
Net earnings for the year		$	122,413		$	—		$	(1,021	)			$	121,392
Marketable securities market value adjustment												6(b)		4,781
Cumulative translation adjustment												6(e)		80,909
Comprehensive income under US GAAP													$	207,082
Earnings per share:
	Basic	$	0.37										$	0.37
	Diluted	$	0.34										$	0.34
Weighted-average number of shares outstanding
	Basic		326,594											326,594
	Diluted		355,789											355,789

     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 at December 31, 2003 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)	On January 1, 2003, the Company adopted FAS 143, “Accounting for Asset Retirement Obligations” which is consistent with the Canadian standards. Under US GAAP, prior periods are not restated and the cumulative effect of the adoption of the standard is recorded in the current period earnings with the effect for 2003 being a decrease in earnings of $1,021,000.
(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.

A-11

SUPPLEMENTARY INFORMATION

GOLDCORP INC.

RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

(In US dollars, tabular amounts in thousands except per share amounts)

(unaudited)

      The following supplementary information is provided in accordance with the United States Securities Exchange Act of 1934 as required for companies reporting under the Multijurisdictional Disclosure System.

      The areas of material difference between Canadian and United States GAAP and their impact on the consolidated financial statements of the Company are described below. The application of United States GAAP would have the following effect on the net earnings as reported:

		Three months		Three months			Nine months		Nine months
		ended		ended			ended		ended
		September 30,		September 30,			September 30,		September 30,
		2004		2003			2004		2003
Earnings for the period as reported under Canadian GAAP		$	9,854	$	23,671		$	36,380	$	55,474
FAS 143 cumulative adjustment (d)			—		—			—		(1,021	)
Earnings for the period in accordance with US GAAP			9,854		23,671			36,380		54,453
Unrealized gains on securities (c)			3,027		2,433			640		3,059
Cumulative translation adjustment			28,730		(43	)		14,899		60,105
Comprehensive income for the period under US GAAP (f)		$	41,611	$	26,061		$	51,919	$	117,617
Earnings per share in accordance with US GAAP
	Basic	$	0.05	$	0.13		$	0.19	$	0.30
	Diluted	$	0.05	$	0.12		$	0.19	$	0.28

      Differences between Canadian and US GAAP, as they affect the Company’s financial statements, are as follows:

(a)	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.
(b)	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.
(c)	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. The amounts recorded in comprehensive income are shown net of taxes of $757,000 and $160,000 for the three and nine month periods ending September 30, 2004, respectively and $608,000 and $765,000 for the three and nine month periods ending September 30, 2003 respectively.
(d)	On January 1, 2003, the Company adopted FAS 143, “Accounting for Asset Retirement Obligations” which is consistent with the Canadian standard described in Note 3(b) to the 2003 annual financial statements. Under US GAAP, prior periods are not restated and the cumulative effect of the adoption of the standard is recorded in the period of adoption with the effect for 2003 being a decrease in earnings of $1,021,000.
(e)	United States accounting principles do not allow for the use of contributed surplus to eliminate a deficit.
(f)	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

A-12

	other items that are recorded directly to shareholders’ equity such as foreign currency translation adjustments and unrealized gains (losses) on marketable securities.
(g)	Shareholders’ equity determined in accordance with Canadian GAAP is reconciled to shareholders’ equity in accordance with US GAAP as follows:

		September 30,			December 31,
		2004			2003
Capital stock
In accordance with Canadian GAAP		$	379,173		$	375,827
Renunciation of tax deductions on flow-through shares (b)			1,281			1,281
In accordance with US GAAP		$	380,454		$	377,108
Accumulated Other Comprehensive Income
	Cumulative translation adjustment
In accordance with Canadian GAAP		$	81,181		$	66,282
Realization of cumulative translation adjustment (a)			3,371			3,371
In accordance with US GAAP		$	84,552		$	69,653
	Unrealized gain on available-for-sale securities
In accordance with Canadian GAAP			—			—
Unrealized holding gains arising during the period, net of taxes of $2,387,000 (2003 — $4,002,000)		$	9,548		$	16,007
Reclassification adjustments for gains recorded in earnings, net of taxes of $271,000 (2003 — $2,046,000) (c)			(1,085	)		(8,184	)
In accordance with US GAAP			8,463			7,823
Total Accumulated Other Comprehensive Income		$	93,015		$	77,476
Contributed surplus
In accordance with Canadian GAAP		$	5,573		$	2,275
Elimination of deficit with offsetting reduction to contributed surplus (e)			70,573			70,573
Adjusted reduction to contributed surplus resulting from the amalgamation with CSA Management Inc.			(56,276	)		(56,276	)
In accordance with US GAAP		$	19,870		$	16,572
Retained earnings (deficit)
In accordance with Canadian GAAP		$	74,140		$	63,358
Realization of cumulative translation adjustment (a)			(3,371	)		(3,371	)
Elimination of deficit with offsetting reduction to contributed surplus (e)			(70,573	)		(70,573	)
Adjusted reduction to contributed surplus resulting from the amalgamation with CSA Management Inc.			56,276			56,276
Renunciation of tax deductions on flow-through shares (b)			(1,281	)		(1,281	)
In accordance with US GAAP		$	55,191		$	44,409
Shareholders’ equity
In accordance with Canadian GAAP		$	540,067		$	507,742
In accordance with US GAAP		$	548,530		$	515,565

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Any questions and requests for assistance may be directed to

Kingsdale Shareholder Services Inc.

at the telephone number and location set out below:

By Mail

The Exchange Tower

130 King Street West, Suite 2950, P.O. Box 361

Toronto, Ontario

M5X 1E2

By Hand or Courier

The Exchange Tower

130 King Street West, Suite 2950

Toronto, Ontario

M5X 1C7

North American Toll Free Phone: 1-866-749-5464

Facsimile: 416-867-2271

Toll Free Fax: 1-866-545-5580

Banks and Brokers Call Collect: 416-867-2335

EX-99.2

WHEATON RIVER MINERALS LTD.

RENEWAL ANNUAL INFORMATION FORM
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

May 12, 2004

Suite 1560, 200 Burrard Street
Vancouver, BC V6C 3L6

WHEATON RIVER MINERALS LTD.
RENEWAL ANNUAL INFORMATION FORM
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

TABLE OF CONTENTS

ITEM	DESCRIPTION	PAGE NO.
1.	COVER PAGE		1
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		3
	CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION		3
	GOLD, SILVER AND COPPER PRICES		4
	FINANCIAL INFORMATION		4
2.	CORPORATE STRUCTURE		5
3.	GENERAL DEVELOPMENT OF THE BUSINESS		6
	General		6
	Three Year History		6
	Acquisitions and Dispositions		7
	Trends		8
	Risks of the Business		8
4.	NARRATIVE DESCRIPTION OF THE BUSINESS		18
	Principal Products		18
	Competitive Conditions		18
	Operations		19
	Technical Information		20
	Alumbrera Mine, Argentina		25
	Luismin Mines, Mexico		35
	Peak Mine, Australia		52
	Los Filos Project, Mexico		62
	Nukay Mines, Mexico		68
	Amapari Project, Brazil		73
	Other Projects		86
5.	SELECTED CONSOLIDATED FINANCIAL INFORMATION		87
6.	MANAGEMENT’S DISCUSSION AND ANALYSIS		88
7.	MARKET FOR SECURITIES		88
8.	DIRECTORS AND OFFICERS		88
9.	ADDITIONAL INFORMATION		90

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual information form and the documents incorporated by reference herein contain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, silver and copper, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Wheaton to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to the integration of acquisitions; risks related to international operations; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold, silver and copper; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled “General Development of the Business - Risks of the Business” in this annual information form. Although Wheaton has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

This annual information form contains references to United States dollars and Canadian dollars. All dollar amounts referenced, unless otherwise indicated, are expressed in United States dollars and Canadian dollars are referred to as “Canadian dollars” or “Cdn$”.

The high, low, average and closing exchange rates for Canadian dollars in terms of the United States dollar for each of the three years ended December 31, 2003, as quoted by the Bank of Canada, were as follows:

			Year ended December 31
	2003		2002		2001
High	Cdn$1.58		Cdn$1.62		Cdn$1.61
Low		1.28		1.50		1.49
Average(1)		1.40		1.57		1.55
Closing		1.30		1.58		1.59

(1) Calculated as an average of the daily noon rates for each period.

On May 10, 2004, the closing exchange rate for Canadian dollars in terms of the United States dollars, as quoted by the Bank of Canada, was US$1.00 = Cdn$1.39.

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GOLD, SILVER AND COPPER PRICES

Gold Prices

The high, low, average and closing afternoon fixing gold prices in United States dollars per troy ounce for each of the three years ended December 31, 2003, as quoted on the London Bullion Market, were as follows:

			Year ended December 31
	2003		2002		2001
High	$	416	$	349	$	293
Low		320		278		256
Average		363		310		271
Closing		416		347		277

On May 10, 2004, the closing afternoon fixing gold price in United States dollars per troy ounce, as quoted on the London Bullion Market, was $375.

Silver Prices

The high, low, average and closing afternoon fixing silver prices in United States dollars per troy ounce for each of the three years ended December 31, 2003, as quoted on the London Bullion Market, were as follows:

			Year ended December 31
	2003		2002		2001
High	$	5.97	$	5.10	$	4.82
Low		4.37		4.24		4.07
Average		4.88		4.60		4.37
Closing		5.97		4.67		4.52

On May 10, 2004, the closing afternoon fixing silver price in United States dollars per troy ounce, as quoted on the London Bullion Market, was $5.50.

Copper Prices

The high, low, average and closing afternoon fixing copper prices in United States dollars per pound for each of the three years ended December 31, 2003, as quoted on the London Metal Exchange, were as follows:

			Year ended December 31
	2003		2002		2001
High	$	1.05	$	0.77	$	0.83
Low		0.70		0.64		0.60
Average		0.81		0.71		0.72
Closing		1.05		0.70		0.66

On May 10, 2004, the closing afternoon fixing copper price in United States dollars per pound, as quoted on the London Metal Exchange, was $1.20.

FINANCIAL INFORMATION

Financial information in this annual information form is presented in accordance with Canadian generally accepted accounting principles. Differences between accounting principles generally accepted in Canada and those in the United States, as applicable, are explained in Note 20 of the notes to the audited consolidated financial statements of Wheaton as at and for the year ended December 31, 2003. Reference is made to the audited consolidated financial statements of Wheaton as at and for the year ended December 31, 2003, which are incorporated herein by reference and can be viewed at www.sedar.com.

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ITEM 2
CORPORATE STRUCTURE

     Wheaton River Minerals Ltd. (“Wheaton” or the “Company”) was incorporated under the Business Corporations Act (Ontario) by Certificate and Articles of Incorporation dated March 30, 1990. Pursuant to Articles of Amendment effective February 11, 1991, the Company’s name was changed to Wheaton River Minerals Ltd. and by Articles of Amendment effective April 2, 1991, the private company restrictions were removed. Pursuant to Articles of Amendment effective June 29, 1999, an unlimited number of preference shares, issuable in series, were created.

     The Company’s head office is Suite 1560, Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, V6C 3L6 and its registered office is Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2.

     The following chart illustrates the Company’s operating subsidiaries and principal holding companies (the “Subsidiaries”), together with the jurisdiction of incorporation of each company and the percentage of voting securities held by the Company as of December 31, 2003, unless otherwise noted:

(1) Luismin, S.A. de C.V. was formed upon the amalgamation of Wheaton de Mexico, S.A. de C.V. and Minas Luismin, S.A. de C.V. in December 2002. As used in this annual information form, “Luismin” means, prior to such amalgamation, Minas Luismin, S.A. de C.V. and, following such amalgamation, Luismin, S.A. de C.V.

     As used in this annual information form, except as otherwise required by the context, reference to the “Company” or “Wheaton” means Wheaton River Minerals Ltd. and the Subsidiaries.

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ITEM 3
GENERAL DEVELOPMENT OF THE BUSINESS

General

     Wheaton is engaged in the acquisition, exploration 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 an indirect 37.5% interest in the Bajo de la Alumbrera gold-copper mine in Argentina (the “Alumbrera Mine”), an indirect 100% interest in the San Dimas, San Martin and Nukay gold-silver mines in Mexico and an indirect 100% interest in the Peak gold mine in Australia (the “Peak Mine”). Wheaton also has indirect 100% interests in the Los Filos gold project in Mexico (the “Los Filos Project”) and the Amapari gold project in Brazil (the “Amapari Project”), both of which are advanced development stage properties.

Three Year History

     In May 2001, the Wheaton Board of Directors was restructured and three new directors, Frank Giustra, Ian Telfer and Neil Woodyer, were appointed. In September 2001, certain senior officers of Wheaton resigned and Ian Telfer was appointed as Chairman and Chief Executive Officer of Wheaton. This restructuring represented a significant development in Wheaton’s efforts to remain engaged in the acquisition, exploration and operation of mineral projects and to position Wheaton to be able to pursue new mining opportunities.

     Wheaton became an intermediate gold and silver producer upon the acquisition of Luismin in June 2002. In connection with the acquisition of Luismin, Antonio Madero and Eduardo Luna were appointed to the Wheaton Board of Directors. See “General Development of the Business — Acquisitions and Dispositions — Acquisition of Luismin” and “Narrative Description of the Business — Luismin Mines, Mexico”.

     In March 2003, Wheaton acquired an indirect 25% interest in the Alumbrera Mine in Argentina and a 100% interest in the Peak Mine in Australia. In June 2003, Wheaton exercised its pre-emptive rights and accepted an offer from BHP Billiton’s wholly-owned subsidiary, Rio Algom Limited (“Rio Algom”), to acquire BHP Billiton’s 25% interest in the Alumbrera Mine. Northern Orion Resources Limited (“Northern Orion”) participated equally with Wheaton in the acquisition of this interest, resulting in Wheaton owning a 37.5% interest in the Alumbrera Mine. See “General Development of the Business — Acquisitions and Dispositions — Acquisition of Alumbrera and Peak Mines” and “General Development of the Business — Acquisitions and Dispositions — Acquisition of Additional Interest in the Alumbrera Mine”.

     In November 2003, Wheaton acquired a 100% interest in the Los Filos Project, a 100% interest in the Nukay gold-silver mines and a 21.2% interest (of which 14% is a carried interest) in the El Limón gold deposits, each located in Guerrero State, Mexico. See “General Development of the Business — Acquisitions and Dispositions — Acquisition of Los Filos Project, Nukay Mines and Interest in El Limón Gold Deposits”.

     In January 2004, Wheaton acquired the Amapari Project in Brazil which consists of one mine concession with 3,971 hectares and 25 exploration areas totaling 169,508 hectares. See “General Development of the Business — Acquisitions and Dispositions — Acquisition of Amapari Project”.

     On April 26, 2004, Wheaton announced that it signed a definitive agreement (the “Arrangement Agreement”) with IAMGold Corporation (“IAMGold”) and 2045230 Ontario Inc., a wholly-owned subsidiary of IAMGold, dated as of April 23, 2004 (subsequently amended and restated), in connection with the combination of Wheaton and IAMGold (the “Combination”). The Combination is intended to create a leading intermediate gold producer which is well positioned for internal growth and able to take advantage of consolidation and acquisition opportunities. Pursuant to the Combination, IAMGold will issue 0.55 of an IAMGold common share in exchange for each outstanding common share of Wheaton (the “Common Shares”). In addition, each holder of outstanding Wheaton options and warrants will be entitled to receive, upon the exercise thereof, 0.55 of a common share of IAMGold in lieu of one Common Share on the same terms and conditions as the security of Wheaton. The Combination is structured as a three cornered amalgamation by way of a Plan of Arrangement. After giving effect to the Combination, the outstanding shares of the combined company will be held as to approximately 68% by current Wheaton shareholders and approximately 32% by current IAMGold shareholders. The completion of the

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Combination is subject to a number of customary conditions, including shareholder approval and the receipt of all required third party consents and approvals. In connection with the Combination, IAMGold shareholders are being asked to approve an increase to the size of the IAMGold board of directors to 16, to elect the current eight directors of Wheaton and the current eight directors of IAMGold as directors of IAMGold and to change the name of IAMGold to “Axiom Gold Corporation”.

     The Combination must be approved by shareholders of Wheaton and IAMGold at their respective annual and special meetings scheduled to be held on June 8, 2004. Closing of the Combination is expected to occur on or about June 15, 2004.

Acquisitions and Dispositions

Acquisition of Luismin

     On June 19, 2002, Wheaton acquired all of the outstanding shares of Luismin, a privately held Mexican gold and silver mining company, from a subsidiary of Sanluis Corporación S.A. de C.V. (‘Sanluis”) pursuant to an agreement dated April 24, 2002, as amended. The purchase price was comprised of $55,160,000 in cash and 9,084,090 Common Shares. Wheaton also advanced $19,840,000 to Luismin that Luismin used to repay all of its outstanding bank debt. The Luismin debt was incurred principally to fund operations, capital expenditures and exploration. As part of the purchase consideration, a contingent payment of 11,355,113 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.

     In August 2003, Wheaton sold its La Guitarra gold and silver mine in Mexico, the smallest of the three mining operations acquired in June 2002 from Sanluis, to Genco Resources Ltd. (“Genco”) for $5,000,000. The $5,000,000 purchase price consisted of $1,000,000 in common shares of Genco and $4,000,000 to be paid in cash or common shares of Genco, at Genco’s option, over eight years.

Acquisition of Alumbrera and Peak Mines

     Pursuant to an agreement of purchase and sale dated February 21, 2003 (the “Purchase Agreement”) between Wheaton and Rio Tinto Limited, a subsidiary of Rio Tinto plc (“RTP”), effective March 18, 2003 Wheaton acquired an indirect 25% interest in the Alumbrera Mine in Argentina and a 100% interest in the Peak Mine in Australia for an aggregate purchase price of $210 million. The acquisition of the 25% interest in the Alumbrera Mine was effected through the acquisition of a 50% interest in Musto Explorations (Bermuda) Limited (“MEB”). MEB holds a 50% interest in Minera Alumbrera Limited (“MAL”) which owns and operates the Alumbrera Mine. The Peak Mine is owned and operated by Peak Gold Mines Pty Limited (“PGM”).

Acquisition of Additional Interest in the Alumbrera Mine

     On March 25, 2003, Wheaton announced that it had exercised its pre-emptive rights and accepted an offer from BHP Billiton’s wholly-owned subsidiary, Rio Algom, to acquire BHP Billiton’s 25% interest in the Alumbrera Mine for $180 million.

     On April 8, 2003, Wheaton entered into an agreement with Northern Orion whereby Northern Orion agreed to participate with Wheaton in the acquisition of BHP Billiton’s 25% interest in the Alumbrera Mine. Under an agreement among Wheaton, Northern Orion and Rio Algom, each of Wheaton and Northern Orion agreed to acquire an indirect 12.5% interest in the Alumbrera Mine.

     Until June 2003, MIM Holdings Inc. (“MIM”) owned the additional 50% of MAL and acted as operator of the Alumbrera Mine. On June 24, 2003, Xstrata plc (“Xstrata”) acquired 100% of MIM and MIM was subsequently de-listed from the Australian Stock Exchange on June 30, 2003. Xstrata currently operates the Alumbrera Mine.

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Acquisition of Los Filos Project, Nukay Mines and Interest in El Limón Gold Deposits

     On September 4, 2003, Wheaton entered into agreements with Teck Cominco Limited (“Teck Cominco”) and Miranda Mining Corporation (“Miranda”) to acquire a 100% interest in the Los Filos Project, a 100% interest in the Nukay mines and a 21.2% interest (of which 14% is a carried interest) in the El Limón gold deposits, both located in Guerrero State, Mexico, for $87 million in cash. On November 3, 2003, Wheaton acquired a 30% interest in the Los Filos Project, a 100% interest in the Nukay mines and a 21.2% interest in the El Limón gold deposits as a result of its acquisition of all of the outstanding shares of Miranda for $38.6 million. Wheaton acquired the remaining 70% interest in the Los Filos Project from Teck Cominco for $48.4 million.

Acquisition of Amapari Gold Project

     On November 6, 2003, Wheaton entered into an agreement to acquire all of the outstanding shares of EBX Gold Ltd. (“EBX”), the owner of the Amapari Project located in the Amapa State, Brazil. On January 9, 2004, Wheaton completed the acquisition of the Amapari Project for $25 million in cash, 33 million Common Shares and 21,516,000 Wheaton Series “B” common share purchase warrants.

Trends

     The market price of gold in 2003 averaged $363 per ounce, its best annual performance since 1996. Gold traded in a range of $320 to $416 per ounce in 2003. This is a significant improvement compared to an average price of $310 per ounce in 2002 and $271 per ounce in 2001. Increased interest in gold in 2003 was primarily due to the weakening of the US dollar, although lower physical off-take, political uncertainty and tensions in the Middle East and continued reductions of hedge positions by producers contributed to the increased gold price.

     In 2003, the average market price of silver was $4.88 per ounce and the closing price was $5.97 per ounce. In 2002, the market price of silver averaged $4.60 per ounce compared to an average price of $4.37 per ounce in 2001, the lowest price in real terms since 1976. In mid-2003, the price of silver increased, coincident with a declining US dollar, strong investment fund buying, lower mine supply and increased industrial demand in China and the rest of the world as economic conditions improve. Silver is both a precious metal and an industrial metal. Since January 2003, the Company has not utilized forward sales contracts and is selling at spot price.

     Copper has traded in a range of $0.60 to $1.60 per pound and averaged over $1.00 per pound during the 1980s and 1990s. The London Metal Exchange copper price averaged $0.81 per pound in 2003. During 2003, the price began to improve and during the third quarter of the year, many supply disruption announcements resulted in a year end closing price of $1.05 per pound. In addition, hedge/speculative funds and demand by China to fuel its expanding economy, contributed to the increased price of copper.

Risks of the Business

     The operations of the Company are speculative due to the high-risk nature of its business which is the acquisition, financing, exploration, development and operation of mining properties. One of the Company’s mining operations also produces significant amounts of copper. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

Exploration, Development and Operating Risk

     Although Wheaton’s activities are primarily directed towards mining operations and the development of mineral deposits, its activities also include the exploration for and development of mineral deposits.

     Mining operations generally involve a high degree of risk. Wheaton’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, silver and copper, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal

-8-

liability. Although adequate precautions to minimize risk will be taken, milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability.

     The exploration for and development of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by Wheaton or any of its joint venture partners will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Wheaton not receiving an adequate return on invested capital.

     There is no certainty that the expenditures made by Wheaton towards the search and evaluation of mineral deposits will result in discoveries of commercial quantities of ore.

Insurance and Uninsured Risks

     Wheaton’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, hurricanes and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to Wheaton’s properties or the properties of others, delays in mining, monetary losses and possible legal liability.

     Although Wheaton maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with a mining company’s operations. Wheaton may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to Wheaton or to other companies in the mining industry on acceptable terms. Wheaton might also become subject to liability for pollution or other hazards which may not be insured against or which Wheaton may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Wheaton to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Environmental Risks and Hazards

     All phases of Wheaton’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Wheaton’s operations. Environmental hazards may exist on the properties on which Wheaton holds interests which are unknown to Wheaton at present and which have been caused by previous or existing owners or operators of the properties.

     Government approvals and permits are currently, and may in the future be, required in connection with Wheaton’s operations. To the extent such approvals are required and not obtained, Wheaton may be curtailed or

-9-

prohibited from continuing its mining operations or from proceeding with planned exploration or development of mineral properties.

     Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

     Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on Wheaton and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

     Production at certain of Wheaton’s mines involves the use of sodium cyanide which is a poison. Should sodium cyanide leak or otherwise be discharged from the containment system then Wheaton may become subject to liability for clean up work that may not be insured. While all steps will be taken to prevent discharges of pollutants into the ground water and the environment, Wheaton may become subject to liability for hazards that it may not be insured against.

Environmental Risks at the Alumbrera Mine

     Despite design considerations at the Alumbrera Mine, an elevated sulphate seepage plume has developed in the natural groundwater downstream of the tailings facility, currently within MAL’s concession. A series of pump back wells have been established to capture the seepage, which is characterized by high levels of dissolved calcium and sulphate. It will be necessary to augment the pump back wells over the life of the mine in order to contain the plume within the concession and to provide for monitoring wells for the Vis Vis river. Based on the latest ground water model, the pump back system will need to be operated for several years after mine closure.

     The concentrate pipeline at the Alumbrera Mine crosses areas of mountainous terrain, significant rivers, high rainfall and active agriculture. Although various control structures and monitoring programs have been implemented, any rupture of the pipeline poses an environmental risk from spillage of concentrate.

     Wheaton did not obtain any indemnities from the vendors of its 37.5% interest in the Alumbrera Mine against any potential environmental liabilities that may arise from operations, including, but not limited to, potential liabilities that may arise from the seepage plume or a rupture of the pipeline.

Environmental Risks at the Peak Mine

     Enesar Consulting Pty Ltd. (formerly NSR Consultants Pty Ltd.) conducted independent environmental audits of the PGM tenements in June 2002 and April 2004. No high ranking environmental issues were identified during the audits. PGM operated within the statutory conditions of its operating licences and achieved complete compliance for the period through April 2004, except for a one-time noise exceedance in 2002. PGM is using the standard ISO 14001 as a guideline for its environmental health and safety management system.

     PGM has a responsibility under state law to reclaim the environmental impacts of historic mining as well as current mining activities on its leases. PGM contracted NSR Consultants in 2000 to prepare an updated conceptual closure plan for the PGM tenements to ensure that PGM has sufficient planning and financial provision available. Ten sites of historic mining and exploration activities and four locations of current and proposed mining activities requiring rehabilitation were identified. Reclamation, particularly of the historic areas on the PGM tenements, has been on-going in recent years, and revegetation trials have been initiated. Reclamation work at the historic sites has included backfilling and fencing shafts, donation and relocation of historic equipment, reshaping waste rock and tailings areas to control stormwater runoff and erosion, and removing rubbish.

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     It was recognized by PGM that localized acid mine drainage is a potential issue at Queen Bee, and PGM has completed rehabilitation to address this issue. Sulfide waste rock from the New Cobar mines is segregated for either backfilling in the underground mines or encapsulated in the waste rock dump. Cover trials for reclamation of the tailings dam are ongoing and closure costs were updated in 2003 to reflect the results of the trials to date. Given the semi-arid climate of Cobar, acid mine drainage is not expected to pose a significant burden. Additional costs may, or may not, be required once additional studies and the requirements for closure are better understood.

     PGM estimated the future cost for closure to be $5.875 million as at December 31, 2003. PGM has a bank guarantee in favour of the Minister of Mineral Resources (New South Wales) in an amount of $4.576 million.

Luismin Tailings Management Risks

     Although the design and operation of tailings containment sites in the San Dimas district complies with the requirements of Mexico and with the permits issued for the dams, existing tailings containment sites do not comply with World Bank standards. Enforcement of regulatory requirements in Mexico is becoming more stringent and higher operating standards can be expected in the future. The tailings containment sites have not been subjected to comprehensive geotechnical investigations before construction, normal safety factors in dam design, seepage monitoring or control, nor controls on public or wildlife access to cyanide solution ponds or pumping installations.

     The very rugged mountainous terrain and steep walled canyons in the San Dimas district have presented formidable challenges to the tailings management aspect of the operations. The Tayoltita operation has developed numerous tailings disposal sites in the valley near the mill and, in more recent years, the tailings dam has been moved up the valley to the east of the mill. Current operations rely on a single pumping station to elevate the tailings to the containment site. The tailings line crosses the river valley on a newly constructed cable suspension bridge designed with provisions for spill containment in the event of a line failure. Currently, the solution return line is suspended by cable without provision for containment in the event of line failure, however, plans are to relocate the solution return line to the suspended bridge in the near future that will provide containment. The stability review and engineering of a toe berm to stabilize the Tayoltita tailings containment area has been completed and construction of the stabilization berm is scheduled to commence in the immediate future.

     The historical construction practice has been to gradually build containment basins on the steep hillsides using thickened tailings while continuously decanting the solutions for recycle to the mill. On abandonment, the dried tailings have been left to dehydrate and successful efforts to establish a natural vegetation cover are undertaken. The abandoned dams in the area are subject to erosion and instability but several remediation measures are being taken.

     The San Antonio tailings deposition site is located in a turn in a steep walled river valley downstream of the mill operation. The containment dams are covered with concrete walls on the upstream side and waste rock on the downstream side to minimize erosion. The current height of the tailings is estimated at 70 metres above the floor of the canyon. The capacity of the site is exhausted and operation of the San Antonio mill ended in November 2003.

     In 1993, the river rose during a hurricane event and caused the tailings dam to fail. In 2002, an independent consultant identified the San Antonio tailing dam integrity as an issue that required immediate attention. The potential for a hydraulic head within the dam that can exceed the strength of the containment structure required a thorough investigation and remedial action. A geotechnical investigations was completed in 2003 by Luismin that indicated that the current tailings dam stability was marginal. The geotechnical engineering has basically been completed to stabilize the upstream and downstream faces of the tailings containment area and stabilization and closure of the impoundment is scheduled to begin in the near future.

     At the San Martin tailings operation seepage is occurring from the tailings area and cyanide is showing up in groundwater down gradient from the tailings cells. Adjacent lands have been purchased and dewatering wells have been established to pump contaminated groundwater back to the mill circuit. A trench to bedrock has also been excavated downstream of the tailing area to monitor seepage from the active tailings area and to supplement the wells for the collection of groundwater. A stability review has been undertaken and indicates that current safety factors do not meet appropriate standards. Design work on alternatives to improve stability has been completed. The construction of the stabilization berm is approximately 50% completed and a filtering plant is being designed to

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dewater future tailings prior to depositing the tailings in the containment area. This measure is designed to improve the stability and increase the future storage capacity of the impoundment as well as eliminate the ground infiltration problem.

     Wheaton will be required to make further capital expenditures to maintain compliance with applicable environmental regulations. To the extent that Luismin’s tailings containment sites do not adequately contain tailings and result in pollution to the environment, Wheaton may incur environmental liability for mining activities conducted both prior to and during its ownership of the Luismin operations. To the extent that Wheaton is subject to uninsured environmental liabilities, the payment for such liabilities would reduce funds otherwise available and could have a material adverse effect on Wheaton. Should Wheaton be unable to fund fully the cost of remedying an environmental problem, Wheaton may be required to suspend operations or enter into interim compliance measures pending completion of required remediation, which could have a material adverse effect on Wheaton.

     Wheaton did not obtain any indemnities from the vendors of Luismin against any potential environmental liabilities, including, but not limited to, those that may arise from possible failure of the San Antonio tailings dam and seepage occurring from the tailings area at the San Martin operation.

Permitting

     Wheaton’s operations in Mexico, Argentina and Australia are subject to receiving and maintaining permits from appropriate governmental authorities. Although Luismin, MAL and PGM currently have all required permits for their operations as currently conducted, there is no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits for the existing operations or additional permits for any possible future changes to operations. Prior to any development on any of its properties, Wheaton must receive permits from appropriate governmental authorities. There can be no assurance that Wheaton will continue to hold all permits necessary to develop or continue operating at any particular property.

Infrastructure

     Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect Wheaton’s operations, financial condition and results of operations.

Business Interruption Risks at the Alumbrera Mine

     The failure or rupture of the pipeline, depending on the location of such occurrence, could result in significant interruption of operations of MAL and could adversely affect Wheaton’s financial condition and results of operations.

     The Alumbrera Mine is located in a remote area of Argentina. On average, more than 2,000 people are transported by road and more than 1,200 people are transported by air, to and from the mine site every month. A serious accident involving a bus or plane could result in multiple fatalities. The disruption of these services could also result in significant disruption to the operations of MAL and have an adverse effect on the financial condition and operations of Wheaton.

Uncertainty in the Estimation of Ore/Mineral Reserves and Mineral Resources

     The figures for Ore/Mineral Reserves and Mineral Resources contained in this annual information form are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Ore/Mineral Reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating Ore/Mineral Reserves and Mineral Resources, including many factors beyond Wheaton’s control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the

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Ore/Mineral Reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold, silver or copper recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

     Fluctuation in gold, silver or copper prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require revision of such estimate. The volume and grade of reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of Ore/Mineral Reserves and Mineral Resources, or of Wheaton’s ability to extract these Ore/Mineral Reserves, could have a material adverse effect on Wheaton’s results of operations and financial condition.

Uncertainty Relating to Inferred Mineral Resources

     Inferred mineral resources that are not mineral reserves do not have demonstrated economic viability. Wheaton’s ten year mine plan for the Luismin mining operations includes approximately 68% of production based on inferred mineral resources. Due to the uncertainty which may attach to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to proven and probable mineral reserves as a result of continued exploration.

Need for Additional Ore/Mineral Reserves

     Because mines have limited lives based on proven and probable ore/mineral reserves, Wheaton must continually replace and expand its ore/mineral reserves as its mines produce gold, silver and copper. The life-of-mine estimates included in this annual information form for each of Luismin, the Alumbrera Mine and the Peak Mine may not be correct. Wheaton’s ability to maintain or increase its annual production of gold, silver and copper will be dependent in significant part on its ability to bring new mines into production and to expand ore/mineral reserves at existing mines.

     Luismin has an estimated mine life of five years based on proven and probable mineral reserves. Historically, Luismin has sustained operations through the conversion of a high percentage of inferred mineral resources to mineral reserves. The Alumbrera Mine has an estimated mine life of ten years. Wheaton does not anticipate that further exploration at the Alumbrera Mine will result in a material increase to ore reserves. The Peak Mine currently has an estimated mine life of five years; however, it is expected that this can be extended by further exploration.

Land Title

     Although the title to the properties owned and proposed to be acquired by Wheaton were reviewed by or on behalf of Wheaton, no formal title opinions were delivered to Wheaton and, consequently, no assurances can be given that there are no title defects affecting such properties. Title insurance generally is not available, and Wheaton’s ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained. Wheaton has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore, the precise area and location of such claims may be in doubt. Accordingly, Wheaton’s mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, Wheaton may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Competition

     The mining industry is competitive in all of its phases. Wheaton faces strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than Wheaton. As a result of this competition, Wheaton may be unable to maintain or acquire attractive mining properties on terms it considers acceptable or at all. Consequently, Wheaton’s revenues, operations and financial condition could be materially adversely affected.

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Additional Capital

     The mining, processing, development and exploration of Wheaton’s properties, may require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration, development or production on any or all of Wheaton’s properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to Wheaton. Low gold prices during the five years prior to 2002 adversely affected Wheaton’s ability to obtain financing, and low gold, silver and copper prices could have similar effects in the future.

Commodity Prices

     The price of the Common Shares, Wheaton’s financial results and exploration, development and mining activities have previously been, or may in the future be, significantly adversely affected by declines in the price of gold, silver and copper. Gold, silver and copper prices fluctuate widely and are affected by numerous factors beyond Wheaton’s control such as the sale or purchase of gold and silver by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major gold, silver and copper-producing countries throughout the world. The price of gold, silver and copper has fluctuated widely in recent years, and future serious price declines could cause continued development of and commercial production from Wheaton’s properties to be impracticable. Depending on the price of gold, silver and copper, cash flow from mining operations may not be sufficient and Wheaton could be forced to discontinue production and may lose its interest in, or may be forced to sell, some of its properties. Future production from Wheaton’s mining properties is dependent on gold, silver and copper prices that are adequate to make these properties economic.

     Furthermore, reserve calculations and life-of-mine plans using significantly lower gold, silver and copper prices could result in material write-downs of Wheaton’s investment in mining properties and increased amortization, reclamation and closure charges.

     In addition to adversely affecting Wheaton’s reserve estimates and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

     Copper concentrate from the Alumbrera Mine is shipped to smelters in Europe, India, the Far East, Canada and Brazil. Transportation costs of copper concentrate could increase substantially due to an increase in the price of oil or a shortage in the number of vessels available to ship concentrate to smelters.

Commodity Hedging

     Currently Wheaton’s policy is not to hedge future metal sales, however, this policy may change in the future. MAL does hedge some metal sales. Hedging of metal sales may require margin activities. Sudden fluctuations in the price of the metal being hedged could result in margin calls that could have an adverse effect on the financial position of Wheaton or MAL.

     There is no assurance that a commodity-hedging program designed to reduce the risk associated with fluctuations in metal prices will be successful. Hedging may not protect adequately against declines in the price of the hedged metal. Although hedging may protect Wheaton and MAL from a decline in the price of the metal being hedged, it may also prevent Wheaton and MAL from benefiting fully from price increases.

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Exchange Rate Fluctuations

     Exchange rate fluctuations may affect the costs that Wheaton incurs in its operations. Gold, silver and copper is sold in US dollars and Wheaton’s costs are incurred principally in Canadian dollars, Mexican pesos, Argentine pesos, Brazilian reals and Australian dollars. The appreciation of non-US dollar currencies against the US dollar can increase the cost of gold, silver and copper production in US dollar terms. From time to time, Wheaton transacts currency hedging to reduce the risk associated with currency fluctuations. There is no assurance that its hedging strategies will be successful. Currency hedging may require margin activities. Sudden fluctuations in currencies could result in margin calls that could have an adverse effect on Wheaton’s financial position.

Government Regulation

     The mining, processing, development and mineral exploration activities of Wheaton are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Although Wheaton’s mining and processing operations and exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a substantial adverse impact on Wheaton.

Foreign Operations

     The majority of Wheaton’s operations are currently conducted in Mexico, Argentina, Australia and Brazil, and as such Wheaton’s operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to, terrorism; hostage taking; military repression; expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

     Changes, if any, in mining or investment policies or shifts in political attitude in Mexico, Argentina, Australia and Brazil may adversely affect Wheaton’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.

     Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

     The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on Wheaton’s operations or profitability.

Labour and Employment Matters

     While Wheaton has good relations with both its unionized and non-unionized employees, production at the Luismin mining operations and at the Alumbrera and Peak mines is dependant upon the efforts of Wheaton’s and MAL’s employees. In addition, relations between Wheaton and its employees may be impacted by changes in the scheme of labour relations which may be introduced by the relevant governmental authorities in whose jurisdictions Wheaton carries on business. Adverse changes in such legislation or in the relationship between Wheaton or MAL with its employees may have a material adverse effect on Wheaton’s business, results of operations and financial condition.

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Economic and Political Instability in Argentina

     The Alumbrera Mine is located in Argentina. There are risks relating to an uncertain or unpredictable political and economic environment in Argentina. In the short term, significant macroeconomic instability in the region is expected to negatively impact on the business environment and may lead to longer term negative changes in the national approach taken to ownership by foreign companies of natural resources. Argentina has recently experienced severe economic difficulties including a significant currency devaluation. The operations of MAL may be affected in the foreseeable future by these conditions.

     In response to the political and economic instability in Argentina, in January 2002, the government announced the abandonment of the one to one peg of the Argentina peso to the U.S. dollar. During the economic crisis, Argentina defaulted on foreign debt repayments and, from November 2002 to January 2003, Argentina defaulted on the repayment on a number of official loans to multinational organizations. In January 2003, the International Monetary Fund agreed to reschedule certain debt owed by Argentina and approved a short term credit line to repay debts to multinational organizations that could not be postponed.

     There is the risk of political violence and increased social tension in Argentina as a result of the economic crisis and Argentina has experienced increased civil unrest, crime and labour unrest. In addition, the government has also renegotiated or defaulted on contractual arrangements. Roadblocks (piqueterou) by members of the local communities, unemployed people and unions can occur on most national and provincial routes without notice. There have been some minor disruptions to access routes near the mine site about one year ago which did not affect the supply of goods to the mine. Although there has not been any recurrence of disruptions in the past several months, there is no assurance that disruptions will not occur in the future which will affect the supply of goods. Civil disruptions could occur if the economic situation in Argentina continues to deteriorate and may significantly disrupt the continuous supply of goods.

     Certain events could have significant political ramifications to MAL in Argentina. In particular, serious environmental incidents such as contamination of groundwater and surface water downstream of the tailings dam due to uncontrolled migration of the sulphate plume or other events, which would constitute a major breach of EIR commitments.

     The Alumbrera mining prospects are owned by YMAD, a quasi-governmental mining company, pursuant to an Argentine mining law which granted YMAD such rights. YMAD has granted a mining lease to MAL pursuant to the UTE Agreement (see “Narrative Description of the Business — Alumbrera Mine, Argentina — Property Description and Location” for details regarding the UTE Agreement). Significant political changes in Argentina which impact foreign investment and mining in general, or YMAD or MAL’s rights to the Alumbrera mining prospects in particular, could adversely impact MAL’s ability to operate the Alumbrera Mine.

     Certain political and economic events such as: (i) the inability of MAL to obtain U.S. dollars in a lawful market of Argentina or to effect the lawful transfer of U.S. dollars to the senior lenders; (ii) acts or failures to act by a government authority in Argentina; and (iii) acts of political violence in Argentina, could have a material adverse effect on MAL’s ability to operate the Alumbrera Mine and make payments due to senior lenders and may constitute an event of default under the terms of the security for the senior project debt.

Foreign Subsidiaries

     Wheaton is a holding company that conducts operations through foreign (Mexican, Argentinian, Brazilian, Bermudian, Australian, Cayman Island and Antiguan) subsidiaries, joint ventures and divisions, and substantially all of its assets are held in such entities. Accordingly, any limitation on the transfer of cash or other assets between the parent corporation and such entities, or among such entities, could restrict Wheaton’s ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on Wheaton’s valuation and stock price.

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Acquisition Strategy

     As part of Wheaton’s business strategy, it has sought and will continue to seek new mining and development opportunities in the mining industry. In pursuit of such opportunities, Wheaton may fail to select appropriate acquisition candidates or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into Wheaton. Wheaton cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or that any acquisitions or business arrangements completed will ultimately benefit Wheaton’s business.

Joint Ventures

     Wheaton holds an indirect 37.5% interest in the Alumbrera Mine, the other 12.5% and 50% interests being held indirectly by Northern Orion, and Xstrata, respectively. Wheaton’s interest in the Alumbrera Mine is subject to the risks normally associated with the conduct of joint ventures. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on Wheaton’s profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on Wheaton’s future cash flows, earnings, results of operations and financial condition: (i) disagreement with joint venture partners on how to develop and operate mines efficiently; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iii) litigation between joint venture partners regarding joint venture matters.

Market Price of Wheaton Shares

     The Common Shares are listed on the Toronto Stock Exchange (the “TSX”) and the American Stock Exchange (the “AMEX”). Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. Wheaton’s share price is also likely to be significantly affected by short-term changes in gold, silver or copper prices or in its financial condition or results of operations as reflected in its quarterly earnings reports.

     As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect Wheaton’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. Wheaton may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Dividend Policy

     No dividends on the Common Shares have been paid by Wheaton to date. Wheaton anticipates that it will retain all future earnings and other cash resources for the future operation and development of its business. Wheaton does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of Wheaton’s board of directors after taking into account many factors, including Wheaton’s operating results, financial condition and current and anticipated cash needs.

Dilution to Wheaton Shares

     As of April 28, 2004, approximately 200,606,108 Common Shares are issuable on exercise of warrants, options or other rights to purchase Common Shares at prices ranging from Cdn$0.57 to Cdn$3.92. During the life of the warrants, options and other rights, the holders are given an opportunity to profit from a rise in the market price of the Common Shares with a resulting dilution in the interest of the other shareholders. Wheaton’s ability to obtain additional financing during the period such warrants, options or other rights are outstanding may be adversely affected and the existence of such warrants, options or other rights may have an adverse effect on the price of the Common Shares. The holders of the warrants, options and other rights may exercise such securities at a time when Wheaton would, in all likelihood, be able to obtain any needed capital by a new offering of securities on terms more favourable than those provided by the outstanding warrants, options or other rights.

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     The increase in the number of Common Shares in the market and the possibility of sales of such shares may have a depressive effect on the price of the Common Shares. In addition, as a result of such additional Common Shares, the voting power of Wheaton’s existing shareholders will be substantially diluted.

Future Sales of Wheaton Shares by Existing Shareholders

     Sales of a large number of Wheaton Shares in the public markets, or the potential for such sales, could decrease the trading price of the Wheaton Shares and could impair Wheaton’s ability to raise capital through future sales of Wheaton Shares. Wheaton has previously completed private placements at prices per share which are lower than the current market price of the Wheaton Shares. Accordingly, a significant number of shareholders of Wheaton have an investment profit in the Wheaton Shares that they may seek to liquidate. Substantially all of the Wheaton Shares can be resold without material restriction either in the United States, in Canada or both.

Key Executives

     Wheaton is dependent on the services of key executives, including its Chairman and Chief Executive Officer and a small number of highly skilled and experienced executives and personnel. Due to the relatively small size of Wheaton, the loss of these persons or Wheaton’s inability to attract and retain additional highly skilled employees may adversely affect its business and future operations.

Conflicts of Interest

     Certain of the directors and officers of Wheaton also serve as directors and/or officers of other companies involved in natural resource exploration and development and consequently there exists the possibility for such directors and officers to be in a position of conflict. Certain of the directors of Wheaton are officers of Endeavour Financial which acts as financial advisor to Wheaton and consequently there exists the possibility for such directors to be in a position of conflict. Any decision made by any of such directors and officers involving Wheaton will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Wheaton and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act (Ontario) and other applicable laws.

ITEM 4
NARRATIVE DESCRIPTION OF THE BUSINESS

     Wheaton is engaged in the acquisition, exploration and operation of precious metal properties. The Company continues to investigate and negotiate the acquisition of additional producing precious metal mining properties or interests in such properties. There is no assurance that any such investigations or negotiations will result in the completion of an acquisition.

Principal Products

     The Company’s principal product is gold. As a result of the Luismin, Alumbrera and Peak acquisitions, in addition to gold, the Company also produces silver and copper. There is a worldwide gold, silver and copper market into which the Company can sell and, as a result, the Company will not be dependent on a particular purchaser with regard to the sale of the gold, silver and copper which it produces.

Competitive Conditions

     The precious metal mineral exploration and mining business is a competitive business. The Company competes with numerous other companies and individuals in the search for and the acquisition of attractive precious metal mineral properties. The ability of the Company to acquire precious metal mineral properties in the future will depend not only on its ability to develop its present properties, but also on its ability to select and acquire suitable producing properties or prospects for precious metal development or mineral exploration.

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Operations

Raw Materials

     The Company has gold and silver mineral reserves at Luismin’s mining properties located in Mexico, gold and copper mineral reserves at the Peak Mine in Australia and the Alumbrera Mine in Argentina, and gold mineral reserves at the Amapari Project in Brazil.

Environmental Protection Requirements

     The Golden Bear Mine was closed in 2001. The Company commenced reclamation activities at the Golden Bear Mine site in 2000 and, aside from some longer term monitoring, will complete such activities in 2004. Reclamation is anticipated to consist of activities such as the removal of plant and equipment, re-vegetation and closure of the access road. The remaining reclamation costs at the Golden Bear Mine site as at December 31, 2003 were estimated to be approximately $1,315,000. Funding will be provided from a reclamation deposit and cash held by the government under a safekeeping agreement totalling $1,060,000, sale of mine site equipment with a carrying value of $230,000 and from working capital.

     MAL, in its capacity as the operator of the Alumbrera Mine, is responsible for compliance with the commitments made in the main environmental permit for the Alumbrera Mine and the cost of reclamation and closure. MAL is committed to stabilizing tailings and waste rock against potential acid generation and water pollution and, to this end, is conducting progressive rehabilitation on the tailings storage facility and waste rock dumps. Other activities include contaminated land remediation, removal and stabilization of potentially acid generating road base material, securing pit safety and closure of infrastructure. Ongoing rehabilitation is recognized as part of routine operations and associated costs are included in the project’s financial plan. Testing is being completed in order to generate information regarding the potential for acid generation from waste materials, and initial testing of capping materials has been completed. Progressive rehabilitation commenced in 2002. MAL makes provisions for reclamation and closure in its life-of-mine plans and financial statements, however, MAL is not required to post a bond in connection with its reclamation and closure obligations and no cash provisions are being made. MAL’s closure planning is an ongoing process that is refined as operations plans are revised and operational and monitoring data are evaluated. Closure costs for the Alumbrera Mine are revised on an annual basis.

     PGM has a responsibility under Australian law to reclaim the environmental impacts of historic mining as well as current mining activities on its leases. Ten sites of historic mining and exploration activities and four locations of current and proposed mining activities requiring rehabilitation have been identified. Reclamation, particularly of the historic areas on the PGM tenements, has been on-going in recent years, and revegetation trials have been initiated. Reclamation work at the historic sites has included backfilling and fencing shafts, donation and relocation of historic equipment, reshaping waste rock and tailings areas to control stromwater runoff and erosion, and removing rubbish. PGM estimated the future cost for closure to be $5.875 million as at December 31, 2003. PGM has a bank guarantee in favour of the Minister of Mineral Resources (New South Wales) in an amount of $4.576 million.

Employees

     As of May 7, 2004, the Company had 12 full-time employees working in its Vancouver office, approximately 1,155 workers at the Luismin operations in Mexico and 210 workers at the Peak Mine in Australia. Luismin workers include 700 contractors, 455 hourly unionized workers and 200 salaried employees. Peak workers include 126 employees and 84 contractors.

     As of March 2004, the Amapari Project had 16 workers in the Rio de Janeiro Office and 80 workers at the project site in Amapá State, Northern Brazil (including 51 contractors), totalling 96 workers.

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Foreign Operations Risks

     The Company currently owns the San Dimas, San Martin and Nukay mining operations in Mexico, 37.5% of the Alumbrera Mine in Argentina and the Peak Mine in Australia. In addition, the Company owns the Amapari Project in Brazil, the Los Filos Project in Mexico and 21.2% of the El Limón exploration project in Mexico. Any changes in regulations or shifts in political attitudes in such foreign countries are beyond the control of the Company and may adversely affect its business. Future development and operations may be affected in varying degrees by such factors as government regulations (or changes thereto) with respect to the restrictions on production, export controls, income taxes, expropriation of property, repatriation of profits, environmental legislation, land use, water use, land claims of local people and mine safety. The effect of these factors cannot be accurately predicted. See “General Development of the Business — Risks of the Business — Foreign Operations” and “General Development of the Business — Risks of the Business — Foreign Subsidiaries”.

Technical Information

JORC Code Definitions

     The estimated ore reserves and mineral resources for the Alumbrera Mine, the Peak Mine and the Amapari Project have been calculated in accordance with the current (1999) version of the Australasian Code for Reporting of Mineral Resources and Ore Reserves (the “JORC Code”), the Australian worldwide standards. The JORC Code has been accepted for current disclosure rules in Canada under the Canadian Securities Administrators’ National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The following definitions are reproduced from the JORC Code:

     The term “Mineral Resource” means a concentration or occurrence of material of intrinsic economic interest in or on the Earth’s crust in such form and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are subdivided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

     The term “Inferred Mineral Resource” means that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability.

     The term “Indicated Mineral Resource” means that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed.

     The term “Measured Mineral Resource” means that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and/or grade continuity.

     The term “Ore Reserve” means the economically mineable part of a Measured or Indicated Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves.

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     The term “Probable Ore Reserve” means the economically mineable part of an Indicated, and in some circumstances Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified.

     The term “Proved Ore Reserve” means the economically mineable part of a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified.

     The foregoing definitions of Ore Reserves and Mineral Resources as set forth in the JORC Code have been reconciled to the definitions set forth in “CIM Standards on Mineral Resources and Reserves — Definitions and Guidelines” prepared by the CIM Standing Committee on Reserve Definitions and approved by the CIM Council of the Canadian Institute of Mining, Metallurgy and Petroleum in August 2000 (the “CIM Standards”) which were adopted by NI 43-101. If the Ore Reserves and Mineral Resources for the Alumbrera Mine and the Peak Mine were estimated in accordance with the definitions in the CIM Standards, there would be no substantive difference in such Ore Reserves and Mineral Resources.

CIM Standard Definitions

     The estimated mineral reserves and mineral resources for the Luismin Mines and the Los Filos Project have been calculated in accordance with the CIM Standards. The following definitions are reproduced from the CIM Standards:

     The term “Mineral Resource” means a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

     The term “Inferred Mineral Resource” means that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

     The term “Indicated Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

     The term “Measured Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

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     The term “Mineral Reserve” means the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

     The term “Probable Mineral Reserve” means the economically mineable part of an Indicated Mineral Resource and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

     The term “Proven Mineral Reserve” means the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

Cautionary Note to United States Shareholders Concerning Estimates of Measured, Indicated and Inferred Resources

     This section uses the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission (the “SEC”) does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

Average Total Cash Costs

     “Average total cash costs” figures are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is the accepted standard of reporting cash costs of production in North America. Adoption of the standard is voluntary and the cost measures presented herein may not be comparable to other similarly titled measures of other companies. Costs include mine site operating costs such as mining, processing, administration, royalties and production taxes, but are exclusive of amortization, reclamation, capital, development and exploration costs. These costs are then divided by ounces sold to arrive at the total cash costs of sales. The measure, along with sales, is considered to be a key indicator of a company’s ability to generate operating earnings and cash flow from its mining operations. This data is furnished to provide additional information and is a non-GAAP measure. It should not be considered in isolation as a substitute for measures of performance prepared in accordance with GAAP and is not necessarily indicative of operating costs presented under GAAP.

Summary of Ore Reserves/Mineral Reserves and Mineral Resources

Ore Reserves/Mineral Reserves

     The following table sets forth the estimated Ore Reserves/Mineral Reserves for the Alumbrera Mine, the Peak Mine and the Luismin properties as at December 31, 2003 and the Amapari Project as at January 9, 2004:

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Proved/Proven and Probable Ore/Mineral Reserves⁽¹⁾

				Grade						Contained Metal
														Gold
														Equivalent
Deposit	Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Ounces(6)		Copper
		(000s)		(grams per tonne)		(grams per tonne)		(%)		(ounces) (000s)		(ounces) (000s)		(000s)		(tonnes)
Alumbrera Mine(2)	Proved		115,500		0.57		—		0.50		2,117		—		2,117		577,500
(Wheaton’s 37.5% interest)	Probable		8,630		0.49		—		0.47		136		—		136		40,540
	Proved + Probable		124,130		0.56		—		0.50		2,253		—		2,253		618,040
Peak Mine(3)	Proved		570		3.82		—		0.53		70		—		70		3,010
	Probable		1,780		7.33		—		0.54		419		—		419		9,530
	Proved + Probable		2,350		6.48		—		0.53		489		—		489		12,540
Luismin(4)	Proven		880		5.16		414		—		145		11,670		322		—
- San Dimas	Probable		1,360		5.16		412		—		226		18,060		500		—
	Proven + Probable		2,240		5.16		413		—		371		29,730		822		—
Luismin(4)	Proven		530		3.75		64		—		64		1,090		76		—
- San Martin with San Pedrito	Probable		500		3.37		120		—		54		1,940		76		—
	Proven + Probable		1,040		3.56		—		—		119		3,030		152		—
Luismin(4)	Proven		880		3.94		—		—		111		—		111		—
- Nukay	Probable		720		4.09		—		—		95		—		95		—
	Proven + Probable		1,600		4.01		—		—		206		—		206		—
Amapari(5)	Proved		3,350		2.15		—		—		232		—		232		—
	Probable		11,430		3.15		—		—		1,159		—		1,159		—
	Proved + Probable		14,780		2.93		—		—		1,390		—		1,390		—
Total	Proved/Proven										2,739		12,760		2,928		580,510
	Probable										2,089		20,000		2,384		50,060
	Proved/Proven + Probable										4,828		32,750		5,312		630,580

(1)	All Mineral Reserves have been calculated as of December 31, 2003, other than the Mineral Reserves with respect to the Amapari Project which are as at January 9, 2004, in accordance with the CIM Standards or the JORC Code. The JORC Code has been accepted for current disclosure rules in Canada under NI 43-101.
(2)	The Mineral Reserves for the Alumbrera Mine set out in the table above have been estimated by C. R. Van Order, P.Eng. at Minera Alumbrera Limited who is a competent person under the JORC Code. The Mineral Reserves are classified as proved and probable, and are based on the JORC Code. See “Narrative Description of the Business — Alumbrera Mine, Argentina — Ore Reserves and Mineral Resources” for further details.
(3)	The Mineral Reserves for the Peak Mine set out in the table above have been estimated by Robert Cooper at Peak Gold Mines Pty Ltd. who is a competent person under the JORC Code. The Mineral Reserves are classified as proved and probable, and are based on the JORC Code. See “Narrative Description of the Business — Peak Mine, Australia — Ore Reserves and Mineral Resources” for further details.
(4)	The Mineral Reserves for the Luismin Mines set out in the table above have been estimated by Randy V.J. Smallwood, P.Eng. at Wheaton and David R. Budinski, P.Geo. at Orcan Mineral Consultants who are each qualified persons under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards. See “Narrative Description of the Business — Luismin Mines, Mexico — Mineral Reserves and Mineral Resources” for further details.
(5)	The Mineral Reserves for the Amapari Project set out in the table above have been estimated by Harry Burgess, P.Eng. at Micon International Limited and D.W. Hooley, B.Sc.(Eng.) at Micon International Limited who are each competent persons under the JORC Code. The Mineral Reserves are classified as proved and probable, and are based on the JORC Code. The Amapari acquisition was completed on January 9, 2004. See “Narrative Description of the Business — Amapari Project, Brazil — Mineral Reserves and Mineral Resources” for further details.

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(6) Gold equivalent ounces are gold ounces plus silver ounces converted to gold using commodity prices of $350 per ounce of gold and $5.50 per ounce of silver, and appropriate process recovery rates for each operation.

Mineral Resources

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources

     This section uses the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

     The following table sets forth the estimated Mineral Resources for the Peak Mine and the Luismin properties as at December 31, 2003 and the Amapari Project as at January 9, 2004:

Measured, Indicated and Inferred Mineral Resources ⁽¹⁾⁽⁷⁾
(excluding Proved/Proven and Probable Mineral Reserves)

				Grade						Contained Metal
														Gold
														Equivalent
Deposit	Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Ounces(8)		Copper
		(000s)		(grams per tonne)		(grams per tonne)		(%)		(ounces) (000s)		(ounces) (000s)		(000s)		(tonnes)
Peak Mine(2)	Measured		560		2.33		—		1.22		42		—		42		6,840
	Indicated		480		5.38		—		0.67		83		—		83		3,200
	Measured + Indicated		1,040		3.73		—		0.96		125		—		125		10,040
	Inferred		3,200		8.4		—		1.2		870		—		870		37,760
Luismin(3)	Measured		—		—		—		—		—		—		—		—
- San Dimas	Indicated		—		—		—		—		—		—		—		—
	Measured + Indicated		—		—		—				—		—		—
	Inferred		12,900		3.3		317		—		1,380		131,800		3,380		—
Luismin(3)	Measured		—		—		—		—		—		—		—		—
- San Martin	Indicated		—		—		—		—		—		—		—		—
	Measured + Indicated		—		—		—		—		—		—		—		—
	Inferred		2,100		2.7		127		—		190		8,700		280		—
Luismin(3)	Measured		—		—		—		—		—		—		—		—
- Nukay	Indicated		2,260		4.87		—		—		354		—		354		—
	Measured + Indicated		2,260		4.87		—		—		354		—		354
	Inferred		2,260		2.5		—		—		210		—		210		—
Luismin(4)	Measured		8,250		1.64		—		—		435		—		435		—
- Los Filos	Indicated		30,480		1.37		—		—		1,343		—		1,343		—
	Measured + Indicated		38,730		1.43		—		—		1,778		—		1,778		—
	Inferred		11,600		1.4		—		—		500		—		500		—
Amapari(5)	Measured		2,040		0.86		—		—		56		—		56		—
	Indicated		4,520		1.69		—		—		245		—		245		—
	Measured + Indicated		6,560		1.43						301				301
	Inferred		7,500		4.1		—		—		980		—		980		—

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				Grade						Contained Metal
														Gold
														Equivalent
Deposit	Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Ounces(8)		Copper
		(000s)		(grams per tonne)		(grams per tonne)		(%)		(ounces) (000s)		(ounces) (000s)		(000s)		(tonnes)
El Limón(6) (Wheaton River’s 21.2% interest)	Measured		—		—		—		—		—		—		—		—
	Indicated		—		—		—		—		—		—		—		—
	Measured + Indicated		—		—		—				—		—		—
	Inferred		4,200		3.1		—		—		420		—		420		—
Total	Measured										533		—		533		6,840
	Indicated										2,025		—		2,025		3,200
	Measured + Indicated										2,558		—		2,558		10,040
	Inferred										4,560		140,500		6,650		37,760

(1)	All Mineral Resources have been calculated as of December 31, 2003, other than the Mineral Resources with respect to the Amapari Project which are as of January 9, 2004, in accordance with the CIM Standards or the JORC Code.
(2)	The Mineral Resources for the Peak Mine set out in the table above have been estimated by R. Berthelsen and Dave Keough at Peak Gold Mines Pty Ltd. who are each competent persons under the JORC Code. The Mineral Resources are classified as measured, indicated and inferred, and are based on the JORC Code. See “Narrative Description of the Business— Peak Mine, Australia — Ore Reserves and Mineral Resources” for further details.
(3)	The Mineral Resources for the Luismin Mines (San Dimas, San Martin and Nukay) set out in the table above have been estimated by Randy V.J. Smallwood, P.Eng. at Wheaton, and David R. Budinski, P.Geo. at Orcan Mineral Consultants, who are each qualified persons under NI 43-101. The Mineral Resources are classified as indicated and inferred, and are based on the CIM Standards. See “Narrative Description of the Business — Luismin Mines, Mexico — Mineral Reserves and Mineral Resources” for further details.
(4)	The Mineral Resources for the Los Filos Project set out in the table above have been estimated by Gary Giroux, P.Eng. at Micon International Limited, who is a qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards. See “Narrative Description of the Business — Luismin Mines, Mexico — Mineral Reserves and Mineral Resources” for further details.
(5)	The Mineral Resources for the Amapari Project set out in the table above have been estimated by Ken Grace, P.Eng. at Micon International Limited who is a competent person under the JORC Code. The Mineral Resources are classified as measured, indicated and inferred, and are based on the JORC Code. The Amapari acquisition was completed on January 9, 2004. See “Narrative Description of the Business — Amapari Project, Brazil — Mineral Reserves and Mineral Resources” for further details.
(6)	The Mineral Resources for the El Limón deposits set out in the table above have been estimated by James N. Grey, P.Geo. and Al N. Samis, P.Geo., both at Teck Cominco who are qualified persons under NI 43-101. The Mineral Resources are classified as inferred, and are based on the CIM Standards.
(7)	Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
(8)	Gold equivalent ounces are gold ounces plus silver ounces converted to gold using commodity prices of $350 per ounce of gold and $5.50 per ounce of silver, and appropriate process recovery rates for each operation.

Alumbrera Mine, Argentina

Property Description and Location

     The Alumbrera Mine consists of the following five facilities, with support offices located in Tucumán, Catamarca City, Rosario and Buenos Aires:

• an open pit mine, processing facilities and central administration offices at Alumbrera, Catamarca;

• a 316-kilometre concentrate slurry pipeline through Catamarca and Tucumán Provinces;

• a 202-kilometre, 220 kilovolt power line from the project’s substation at El Bracho, Tucumán;

• a filter plant and rail loading facilities at Cruz del Norte, Tucumán; and

• a port, handling facilities and train maintenance facilities at San Martìn near Rosario, Santa Fé.

     The open pit mine is located on a 600 hectare mining lease at Alumbrera, near Belen in northwestern Argentina, 1,100 kilometres northwest of Buenos Aires. The mining lease encompasses all mineralized areas of the

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deposit. Immediate mine infrastructure and other mine facilities cover an additional permitted surface area of 5,200 hectares. The mine is located in a valley west of the easternmost range of the Andes at an elevation of 2,600 metres above sea level.

     The Alumbrera Mine processes ore through conventional crushing, grinding, sulphide flotation and gravity gold circuits. Concentrate slurry from the processing facilities is pumped 316 kilometres to a filter plant at Cruz del Norte. Concentrates from the filter plant are shipped 830 kilometres by rail from Cruz del Norte, Tucumán to Puerto Alumbrera. The port is located in San Martín, Rosario in the Province of Santa Fé. The port operation and maintenance facilities are contained within a 12 hectare lease which includes a rail-switching yard with approximately 8,200 metres of rail. Port facilities include a rail car unloading building and 50,000 tonne storage shed.

     All mining prospects in the Farallón Negro district, the region including Alumbrera, are enclosed by a 344 square kilometre national mineral reserve and are owned and administrated by Yacimientos Mineros de Agua de Dionisio (“YMAD”), a quasi-government mining company. MAL has the right to exploit the Alumbrera Mine pursuant to an agreement between MAL and YMAD (the “UTE Agreement”) signed in April 1994, as amended. The UTE Agreement defines the working relationship between the parties, including royalty obligations, and requires that ownership of certain of the infrastructure revert to YMAD after completion of operations.

Royalties

     MAL is required to pay a 3% royalty (the “Boca Mina Royalty”) to the provincial government of Catamarca. The royalty is calculated on the value of mineral substances at the mine mouth after certain allowable deductions. Allowable deductions include all processing and transportation costs, but exclude mining costs and all depreciation. MAL commenced payments of the Boca Mina Royalty in 1998.

     Under the terms of the UTE Agreement, MAL is also obliged to pay a royalty to YMAD equal to 20% of net proceeds after capital recovery to begin in the fiscal year following the one in which positive net proceeds are realized. Prior to this occurring, MAL is obligated to pay YMAD each fiscal year, beginning after the second full fiscal year following the commencement of commercial production and ending the year in which MAL begins to pay the net proceeds royalty, an advance royalty equal to (i) if net income is less than $1,000,000, 5% of net income; or (ii) if net income is more than $1,000,000, the greater of 5% of net income and $1,000,000 only after the original investment has been repaid, which has not occurred to date under the UTE Agreement methodology for this calculation.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

     Alumbrera is about 1,100 kilometers northwest of Buenos Aires and six hours by paved and dirt roads from the airport at San Miguel de Tucumán. Located in Hualfin District, Belen Department, Catamarca Province, the deposit is 95 kilometres northeast of the town of Belen and approximately 50 road-kilometres northwest of Andalgalà. The project is served by air and all-weather roads. MAL has scheduled flights and road transport to and from Tucumán and Catamarca and the mine site. On average, more than 2,100 people are transported by road and more than 2,500 people are transported by air every month.

     The climate is arid to semi-arid with topography and vegetation similar to the Arizona-Sonora desert. The Alumbrera Mine is near the boundary between the Sierras Pampeanas and Puna physiographic provinces and the area is sparsely populated. Average mean temperature is 17 to 18 degrees Celsius and average minimum and maximum temperatures range between 8 and 10 degrees Celsius and 22 and 27 degrees Celsius. Temperatures can be as low as minus 10 degrees Celsius in the winter and as high as 40 degrees Celsius in the summer. Average mean rainfall is 160 millimetres, occurring predominantly during the months of December through March. Light snows can occur in the winter.

     Mine site infrastructure includes offices, a warehouse, a laboratory, a medical centre, a permanent camp and workshops. Site facilities include two accommodation camps, catering, medical and indoor and open-air recreation facilities. The mine’s main water supply originates from a bore field, Campo Arenal, and is delivered to the mine site through a 30-kilometre pipeline. The mine maintains a 1.7 million cubic metre water reservoir. A 202-

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kilometre long 220-kilovolt power line provides electrical power to the mine site from a substation at El Bracho, Tucumán. The power line, with 530 transmission towers, was constructed to provide access to the national power grid.

     Topographically, (prior to commencement of mining) the deposit at the Alumbrera Mine was a bowl-shaped, ellipsoidal depression oriented northeast-southwest surrounded by ridges formed mostly by andesitic breccia of the Farallón Negro volcanics. The floor of the bowl covers an area of 2.5 square kilometres. It is characterized by altered yellowish and reddish rocks that are the oxidized and weathered “surface rind” of hydrothermally altered and mineralized zones that were easily weathered in the recent geologic past, thereby forming the bowl.

History

     The Alumbrera area has been known for its veins of copper and gold deposits and alum since at least the 19^th century. Small-scale mining activity took place at the end of the 19^th century and during the early 20^th century at the southern edges of the present mine area. In 1950, the Alto la Alumbrera veins were sampled by the government for copper and gold. In 1963, a mapping and geochemical survey defining a deposit of disseminated/scattered copper was conducted. In 1969, YMAD carried out a thorough geological geochemical prospecting program and completed four short drill holes.

     From 1973 to 1976, the government carried out a geophysical study (induced polarization and magnetism) and commenced a drilling program. Drilling was completed over several years with 6,000 metres drilled from 1974 to 1976. YMAD carried out resource mapping and evaluation from available drill holes. From 1975 to 1982, there was intermittent drilling to complete a total of 18,970 metres and 71 drill holes for the period 1968 to 1981.

     From 1985 to 1988, YMAD investigated open pit mining and heap leaching of ore from the central gold-rich oxidized zone. An additional 1,283 metres of drilling, averaging 50 metres per hole, was completed. Feasibility studies were prepared in 1986 and 1988.

     From 1992 to 1993, another feasibility study was conducted. Geological exploration activity included geotechnical investigations, a core relogging program and a diamond drilling program, mineralogical assessments and a complete reinterpretation of the deposit geology. A geology and metal grade block model of the deposit was generated.

     In October 1994, MAL completed a 20-hole, 8,000-metre diamond drillhole program. Drilling was concentrated in the southern flank of the orebody and within the area to be mined during the first five years of the open pit life. In 1995, MAL commenced mining activities in the mine area. In August 1997, project commissioning commenced with the processing of the first ore from the mine. In December 1999, the mine achieved production and performance tests under terms of project financing.

     MEB negotiated an interest in the project from YMAD in 1990, establishing MAL as the entity to exploit the deposit in 1993. MIM purchased a 50% interest in MAL in 1994. MEB, with a 50% remaining interest in MAL, was subsequently acquired by Rio Algom Ltd. and North Ltd. in 1995. RTP acquired North Ltd. in August 2000. Billiton acquired Rio Algom Ltd. in October 2000. BHP and Billiton merged during 2001 to form BHP Billiton. In 2003 Wheaton acquired the RTP 25% indirect interest in Alumbrera together with 50% of BHP Billiton’s indirect interest in Alumbrera. Also in 2003, MIM was acquired by Xstrata. As a result, Xstrata holds a 50% interest in, and are the operators of, the Alumbrera Mine. Wheaton holds a 37.5% interest and a third party holds a 12.5% interest.

Geological Setting

Regional Geology

     Alumbrera was emplaced in the late Miocene Farallón Negro — Capillitas volcanic flow and breccia complex, situated in the Sierra de Capillitas. This high-potassium calc-alkaline shoshonitic to banakitic volcanism is the easternmost expression of subduction related volcanism which appears to have developed in block-faulted areas on Palaeozoic crystalline basement along the Andean Cordillera in the late Miocene. The Farallón Negro complex lies near the boundary of nearly flat and 30-degree east dipping segments of the subducting Nazca Plate, a

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discontinuity expressed by the east-west boundary between the Puna and Sierras Pampeanas provinces, by a 50-kilometre right-lateral offset in the Andes crest and by the east-west trend of Neogene volcanoes of the Ojos de Salado chain west of Alumbrera and the Farallón Negro centre.

     Alumbrera and its host stratovolcano lie between two northeast-trending lineaments, the Hualfin and Aconquija, which may have localized volcanism and mineralization in tension fractures between them. The volcanism was controlled by sinistral pull-apart tectonics along a major northwest trending lineament. The Farallón Negro volcanic and intrusive complex was a stratovolcano formerly up to 6 kilometres high and approximately 16 kilometres in diameter, which evolved from more mafic pyroxene andesites to more hornblende and biotite bearing andesites and dacites. Volcanism was followed by the emplacement of the mineralization-related dacite porphyries. The location of the dacite porphyries coincides with the eruptive centres of the former andesite-dacite stratovolcano, whose roots they intruded.

Deposit Geology

     The Alumbrera alkalic dacite porphyries were intruded about 8 million years ago into the roots of the Farallón Negro volcano. The intrusion- generated large-scale hydrothermal circulation resulted in alteration and mineralization of the porphyry itself and its volcanic host rocks. Subsequent erosion has exposed the upper part of the volcano and its porphyry system to a level that is favourable for mining.

     The Farallón Negro host rocks are about 90% autobrecciated flows in a thick-bedded sequence of fragment-poor to fragment-crowded weakly to strongly porphyritic potassic andesite. The remaining 10% is comprised of lithic and non-porphyritic flow units.

     The primary mineralized rocks of Alumbrera consist of a series of porphyritic intrusions. A total of seven distinctive porphyritic intrusions have been recognised, which form stocks (earliest units) and dyke-like bodies (youngest units) that extend to the outer edge of the deposit with some of the dykes forming a radial pattern around the central stocks. Geochemically the dacites are typical for subduction-related potassic igneous rocks (shoshonites) from mature continental arc settings.

Exploration

     The mining rights to the Alumbrera Mine are limited to a 2,000 metre by 3,000 metre rectangle (600 hectares in size) approximately centred on the open pit mine. This area, referred to as the contract area, is slightly larger than the ultimate pit rim dimensions. No exploration is conducted by MAL outside of the contract area.

     Because of the very limited area of mineral rights involved and the dominance of the area by the open pit mine, further exploration work will be limited.

Mineralization

     The mineralogy of the primary (unweathered) ore consists of chalcopyrite (± bornite), native gold and pyrite. Gold occurs mainly in chalcopyrite. Gold values correlate closely with copper values in primary mineralization and ratios are very consistent through the deposit.

     Ore grades correlate with lithology. The highest copper-gold grades are associated with intense potassic (quartz-magnetite) alteration of two of the earliest mineralized porphyritic intrusions and in adjacent biotized or potassium feldspar altered andesites. Younger porphyries are less mineralized or barren. The majority of the copper is primary and occurs as chalcopyrite in disseminated grains and in veinlets. Copper and gold are positively correlated with gold occurring in association with early pyrite-chalcopyrite-magnetite as free gold grains in the 10 to 50 micron range. The economic-grade sulphide mineralization extends upward almost to surface.

     The upper portion of the orebody has been subject to weathering and can be sub-divided into two distinct zones, an upper, thin, leached zone, and a lower sulphide enriched zone. The leached zone contains oxide and carbonate copper minerals, including soluble species. Gold values appear largely unaffected by leaching. The sulphide-enriched zone is complex and contains chalcocite, covellite, native copper and chalcopyrite in varying

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proportions. The intensity of chalcocite decreases with depth and is absent in fresh (primary) ore. Leaching and oxidation near the surface generally does not extend to deeper than 30 metres.

Drilling

     The Alumbrera Mine has been worked on by at least four different companies with numerous drilling campaigns since YMAD commenced work in 1969. Both reverse circulation and diamond drilling has been performed, however, the database is composed predominantly of diamond core data. The diamond drill programs were completed using both N-sized core (“NQ”) and H-sized core (“HQ”) longyear Q-series drilling systems (47.6 millimetres and 63.5 millimetres core diameter, respectively).

     270 holes were drilled on a nominal 50 metre by 50 metre pattern over the entire deposit. However, due to shorter lengths on some holes, this density decreases somewhat at the deepest pit elevations. All holes were drilled on N75^o/N255^o oriented sections, with dips varying between vertical and minus 60^o. This orientation was chosen so as to best outline faults in the dominant fault strike direction, many of which have material post-mineralization movement or control the intrusion of the host porphyry and mineralizing fluids.

     After the 1998-99 resource definition drilling program it became apparent that it was necessary to drill a few more holes to increase data density at the deeper elevations of the pit. This was required in order to improve geological controls on the model and upgrade some of the indicated resources to the measured category based on the models used to estimate mineral resources and Kriging variances seen during grade interpolation. An additional 14 holes were drilled to fill in areas of low confidence. There is no known requirement for further drilling of the existing resource.

Sampling and Analysis

     Exploration samples are sawn (core) or split (reverse circulation) and sent to ALS Chemex (“ALS”) in Mendoza for further preparation and analysis, following which the assay results were reported by ALS.

     Exploration samples were analysed for gold using a 50 gram fire assay with a flame AAS finish after nitric acid/aqua regia digestion of the bead. This method has a detection limit of 0.01 parts per million and is suitable for the low gold grades seen at Alumbrera. Samples were analysed for copper and silver using an aqua regia mixed-acid digestion and elemental determination by flame AAS. The detection limit for copper and silver by this method are 100 parts per million and 1.0 parts per million, respectively.

     Minor element analyses have been routinely carried out on approximately 10% of samples to determine base line quantities of potentially toxic metals available to be released into the environment. Samples were randomly selected and analyzed for antimony, arsenic, bismuth, cadmium, lead, mercury, molybdenum, selenium, tellurium and zinc. Additional sampling was conducted in areas identified to have lead and zinc bearing veins.

     Sulphur and sulphate analyses were also conducted in order to estimate the amount of pyrite within the deposit.

Drill Core Samples

     During logging, the MAL geologist selects the portions of each hole to be sampled based primarily on mineralization. Using visual inspection, the location of the 0.15% copper boundary would be estimated and sampling would commence approximately 50 metres before this estimated position. Samples were selected on three-metre intervals regardless of lithologic contacts and geological variation in the core. Once selected, the core to be sampled was sawn in half with a diamond saw and one half of the core retained. All sampling and core storage took place at the core logging facility.

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Reverse Circulation Samples

     Reverse circulation samples were collected in the field at the drill rig over 3-metre intervals after being split in the ratio 3:1 at the sampler. The smaller sample was sent for analysis and the larger fraction retained on site for the duration of the drill program and then discarded.

Sample Quality

     The program set up to monitor the quality of the assay database consisted of the following procedures:

• the use of internal standards by the laboratory;

• the use of MAL submitted standard samples with each sample batch;

• regular re-analysis of pulps by the laboratory;

• re-analysis of pulps as requested by MAL;

• check analysis of randomly selected pulps by a second laboratory; and

• ¼ core re-sampling of selected sample intervals mixed with each batch.

     Data validation protocols are built into the date-entry system used by MAL to prevent hole-depth, overlapping logging/sampling intervals or hole-name validation errors.

Security of Samples

     MAL’s core logging and storage facility is located in the administration and warehouse building cluster beside the concentrator. These facilities are secure from entry by non-MAL personnel. Exploration samples are shipped from this location using scheduled mine delivery trucks.

Ore Reserves and Mineral Resources

     Ore Reserves and Mineral Resources are estimated using the JORC Code. See “Technical Information – JORC Code Definitions” for JORC Code definitions.

     The following table sets forth the estimated Ore Reserves for 100% of the Alumbrera Mine as at December 31, 2003 (37.5% of which represents Wheaton’s interest):

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Proved and Probable Ore Reserves ^(1)(2)(3)(4)

				Grade				Contained Metal
								Gold		Copper
Material	Category	Tonnes		Gold		Copper		(ounces)		(tonnes)
				(grams per tonne)		(%)
In-Situ	Proved		200,000,000		0.65		0.58		4,186,000		1,151,000
	Probable		23,000,000		0.49		0.47		362,000		108,000
	Total		223,000,000		0.66		0.57		4,548,000		1,259,000
Stockpiles	Proved		108,000,000		0.42		0.36		1,458,000		389,000
	Probable		—		—		—		—		—
	Total		108,000,000		0.42		0.36		1,458,000		389,000
Total	Proved		308,000,000		0.57		0.50		5,644,000		1,540,000
	Probable		23,000,000		0.49		0.47		362,000		108,000
	Total		331,000,000		0.56		0.50		6,006,000		1,648,000

(1)	The Ore Reserves for the Alumbrera Mine set out in the table above have been estimated by C. R. Van Order, P.Eng. at MAL who is a competent person under the JORC Code. The Ore Reserves are classified as Proved and Probable, and are based on the JORC Code.
(2)	The Proved Ore Reserve includes 108 million tonnes at 0.36% copper, 0.42 grams of gold per tonne of medium and low grade material stockpiled for future treatment.
(3)	Ore Reserves are based on a life-of-mine production schedule generated from pit optimisation studies on the new resource block model and are reported on the basis of a recoverable payable copper equivalent cut-off grade of 0.32%, with the equivalent grade taking into account copper and gold grades, prices, metallurgical recoveries and realisation costs. The recoverable payable copper equivalent cut-off grade of 0.32% represents in-situ copper and gold grades generally in the range of 0.15% copper, 0.26 grams of gold per tonne to 0.25% copper, 0.11 grams of gold per tonne.
(4)	Primary sulphide mineralization comprises disseminated, vein and fracture controlled chalcopyrite in altered dacite and andesite host rocks, with chalcocite and covellite in the enriched zone.

     There are currently no Mineral Resources to report for the Alumbrera Mine.

Mineral Processing and Metallurgical Testing

     The economic mineralogy of the primary, unweathered ore consists of chalcopyrite, native gold and pyrite in a simple textural relationship. Chalcopyrite occurs in disseminated grains and in veinlets; copper and gold are positively correlated, with the gold occurring as free grains or, more usually, as inclusions within the chalcopyrite. As a classic porphyry copper-gold deposit, it is expected that the ore should respond to conventional sulphide flotation for recovery of gold bearing copper concentrate.

     There is a wide range of metallurgical testing and operating experience available and planned in support of strategic planning and development.

     The feasibility study metallurgical testing confirmed the amenability of the orebody to conventional copper porphyry processing. Although the programme was possibly not as systematic in establishing the metallurgical response of the orebody as has been the case on other similar projects, Micon considers that the testing adequately addressed all the expected issues and generated appropriate criteria for process design. These criteria have been generally confirmed by operating experience to date.

     MAL decided in 2001 to install a third grinding line and a pebble crushing circuit in order to meet the objective of maintaining concentrate production at lower ore grades over the life-of-mine. MAL has increased the capacity of the rougher flotation circuit which is scheduled to be commissioned in 2004.

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Mining Operations

     Standard truck and shovel mining techniques operations are employed in the open pit mine, utilizing 42 cubic metre shovels and 220 tonne haul trucks to move both ore and waste. Mining is carried out on 17-metre benches, with 2-metre sub-drill, which suit the size of the equipment necessary for the production rate.

     Current mineral reserves have a low waste to ore ratio of an average of 1.77:1 for the 2003 life-of-mine plan. Operation of the mine is carried out at an elevated cut-off grade, which is reduced over the mine life to the economic cut-off grade. This practice requires that some ore be stockpiled for later processing.

     The mining rate in 2003 marginally exceeded 300,000 tonnes per day for a total of approximately 110 million tonnes of material mined, comprised of approximately 31 million tonnes of ore and 79 million tonnes of waste. The total material mined is planned to increase to an average of 342,000 tonnes per day, approximately 125 million tonnes per annum, for 2004 to 2006.

     MAL employs approximately 1,000 permanent staff and 600 contractors, of whom approximately 500 staff and 200 contractors work in the mining department. Argentina is a highly unionized country with industry-based unions and very prescriptive labour agreements. The current labour agreement was renegotiated in 2003 and is in effect for a four year period.

Milling Operations

     The original plant uses a conventional porphyry copper flotation circuit with proven, large scale equipment. The plant produces two products, a copper flotation concentrate containing the major gold credit and doré bullion from gravity recovery of coarser free gold. The original design capacity was 80,000 tonnes per day with a utilisation of 94%. Provision was made for expansion to 100,000 tonnes per day by the addition of a third grinding line, in order to maintain metal production as the ore grade decreases.

     MAL has increased the capacity of the original plant to approximately 100,000 tonnes per day by the addition of the third grinding circuit, albeit using smaller equipment than that already installed. The expansion also included a pebble crushing circuit to handle critical size material from the semi-autogenous grinding (“SAG”) mills, of which about 1 to 1.5 million tonnes, at 0.4% copper, already had been accumulated. The planned utilization for 2004 is 93%, increasing to 94% in 2007.

     MAL expects that the ball mills will become the limit to throughput with the expanded circuit, particularly on softer ore. Although the cleaner flotation circuit is a constraint to feed metal, this will not be a problem except on the softest, high grade ore, as lower ore grade will compensate for the increased throughput. MAL has not identified any other areas that require expansion, although it acknowledges that increased utilisation in most areas is required.

     The mined ore is crushed in a 1,540 millimetre by 2,770 millimetre gyratory crusher. The crushed ore is conveyed 1.7 kilometres to an 80,000 tonne live capacity stockpile. The ore is drawn from the stockpile by apron feeders to conveyors feeding three parallel grinding circuits. The two original grinding lines each consist of an 11 metre diameter, 5.14 metre long SAG mill and two 6.1 metre diameter, 9.34 metre long ball mills operating in closed circuit with hydrocyclones. The third grinding line, which was commissioned in August 2002, consists of a 8.53 metre diameter, 4.27 metre long SAG mill and a 5.03 metre diameter 8.84 metre long ball mill, both of which are reconditioned second-hand units. It has been the practice to remove and stockpile the minus 35 millimetre critical size pebbles from the SAG mill discharge when processing harder ores with lower throughput rate. A circuit was commissioned in August 2002 for crushing the stockpiled pebbles and the newly generated pebbles, as required. The pebbles are conveyed via a surge bin to a crusher operating in open circuit and the crushed pebbles will be conveyed via a surge bin to each of the three SAG mill feed conveyors.

     SAG and ball mill discharge is pumped to a cluster of hydrocyclones, one cluster for each ball mill. Hydrocyclone underflow discharges to the ball mill feed, with a minor proportion diverted via two centrifugal gravity concentrators for each cluster, for removal of coarser free gold. Hydrocyclone overflow at 80% passing 150 microns gravitates to the flotation circuit. The gravity concentrate is transferred to the secure gold room for further cleaning and smelting with fluxes to bullion.

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     After conditioning with reagents, the hydocyclone overflow passes to the rougher flotation circuit consisting of 32 100 cubic metre mechanical flotation cells. MAL is presently expanding flotation capacity to allow further ore residence time, thus improving recoveries in difficult ore types. This expansion is expected to be commissioned in May 2004. Rougher concentrate is reground in one or two 5.0 metre diameter, 7.32 metre long ball mills operating in closed circuit with hydrocyclones, and centrifugal gravity concentrators for further free gold recovery. The reground rougher concentrate passes to the cleaner flotation section, consisting of 14 pneumatic flotation cells arranged for two stages of cleaning and a cleaner scavenger, all in closed circuit. The concentrate from the second stage cleaner is the final product and the tailings from the cleaner scavenger are now recirculated to the rougher circuit, although as commissioned these cells operated in open circuit producing final tailings.

     Final concentrate is thickened to 63% solids in two 30 metre diameter thickeners and for storage in surge tanks before being pumped via a 316 kilometre long, 175 millimetre diameter pipeline to MAL’s filter plant near Tucumán. Positive displacement pumps at the mine site and two booster stations elevate the concentrate to a high point from where it flows by gravity 150 kilometres to the filter plant. At the filter plant, the concentrate is stored in surge tanks and thickened prior to three 120 cubic metre continuous belt filter presses, which reduce the moisture content to 7.5%. The filters discharge to a storage building, where a front-end loader reclaims the filter cake for rail transport 830 kilometres to the port near Rosario.

     Tailings from the process plant flow by gravity pipeline for 8.5 kilometre to an engineered, centreline dam constructed across the Vis Vis canyon. Distribution is effected by spigotting along the upstream face of the dam. Supernatant water is pumped back to the process plant and seepage is collected downstream of the dam and pumped back. The dam is raised using waste rock with a core of selected material and remains a significant capital cost throughout the life of the mine. MAL retains Knight Piesold as its consultant for tailings dam management and construction quality control.

Markets and Contracts

     MAL’s objective has been to sell 90% to 95% of its concentrate production through frame contracts, with the balance for sale into the spot market. This has reduced the annual average treatment and refining charges and provided short-term flexibility of production, sales and revenue.

     However, with the recent reduction in TC/RC rates, MAL’s strategy has changed to one of fulfilling the requirements of the frame contracts while directing any non-committed production to spot sales. In this way, the project is able to utilize the market conditions to their optimum advantage. Marketing is managed by MAL and Xstrata copper marketing personnel.

Environmental Considerations

Permitting

     The main environmental permit is the original Environmental Impact Report (“EIR”), which was prepared to 1988 World Bank guidelines and was approved in 1997 as part of the project approval process. Under the terms of the UTE Agreement, MAL is responsible for compliance with the commitments made in the EIR and the cost of reclamation and closure. There are currently no significant areas of non-compliance. The EIR must be updated biannually as two separate reports for approval by the Tucumán and Catamarca provincial authorities. Micon understands that the 2001 EIR update was received and accepted by the provincial authorities. Other statutory environmental controls are the water license associated with the fresh water supply from Campo Arenal (Catamarca) and the filter plant discharge license (Tucumán).

     In addition to the direct statutory controls, the UTE Agreement and its requirement for consultation with YMAD on strategic issues, including closure, impact on environmental management.

     Third party auditors are utilized to review key environment areas such as tailings storage facility design, construction and management. Through Xstrata and the other shareholders, MAL conducts regular audits of its

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environment programs to ensure that corporate, community and statutory standards have been adequately identified and are being adhered to.

Compliance

     Under the terms of the UTE Agreement, commitments made in the EIR reside with MAL. In response to these commitments, MAL currently is implementing a revised environmental management system. Various initiatives have been taken and are ongoing to ensure compliance, which is demonstrated by routine monitoring of air and water quality against background levels.

     Of particular significance is the commitment to zero discharge, which is implemented by intercepting and pumping back surface and near surface groundwater downstream of the tailings storage facility. Despite design considerations, a seepage plume has developed in the natural groundwater downstream of the facility, albeit currently well within MAL’s concession, due to the area’s complex structural geology. A series of pump back wells have been established to capture the seepage, which contains dissolved calcium and sulphate. The pump back wells will be augmented over the life of the mine in order to contain the plume within the concession and monitoring wells will be provided for the Vis Vis river. Based on the latest ground water model, the pump back system will need to be operated for several years after mine closure.

     The other potentially significant environmental risk lies with the concentrate pipeline. This pipeline crosses areas of mountainous terrain, significant rivers, high rainfall and active agriculture. Any rupture of the pipeline poses an environmental risk from spillage of concentrate. Subsequently, control structures and river crossing protection have been, and continue to be, installed in order to minimize the risk of breakage and spillage, a program of geotechnical inspection has been implemented to monitor landslide risk areas, and routine physical surveillance of the pipeline route is carried out.

Reclamation and Closure

     Although YMAD has the right to retain certain project infrastructure at the end of the UTE Agreement and 1997 Mining Lease Agreement between MAL and YMAD, on final termination of commercial production, MAL is legally responsible for reclamation and closure costs in its capacity as operator of the Alumbrera Mine. MAL is committed to stabilizing tailings and waste rock against potential acid generation and water pollution and, to this end, is conducting progressive rehabilitation on the tailings storage facility and waste rock dumps. Other activities include contaminated land remediation, removal and stabilization of potentially acid generating road base material, securing pit safety and closure of infrastructure. The ultimate requirement is to achieve final landforms that do not require MAL’s presence post closure.

     MAL has prepared an Interim Mine Closure Plan in response both to commitments in the EIR and to meet the requirements of those existing shareholders who are signatories to the Australian Minerals Council Code for Environmental Management. MAL’s closure planning is an ongoing process that is refined as operations plans are revised and operational and monitoring data are evaluated. Closure costs are revised on an annual basis.

     Ongoing rehabilitation is recognized as part of routine operations and associated costs are included in the project’s financial plan. Testing is being completed in order to generate information regarding the potential for acid generation from waste materials, and initial testing of capping materials has been completed. Progressive rehabilitation commenced in 2002.

Bond-Posting

     MAL makes provisions for reclamation and closure in its life-of-mine plan and financial statements, however, MAL is not required to post a bond in connection with its reclamation and closure obligations and no cash provisions are being made.

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Capital Costs

     The Alumbrera Mine was commissioned in 1998 after the expenditure of approximately $1.233 billion of project development capital. After additional capital expenditure of approximately $79 million in 1999, on-going annual sustaining and project capital has been expended since that time at a rate of approximately $26 million per fiscal year.

     Approximately $18 million, $37 million and $23 million was expended in fiscal years 2001, 2002 and 2003, respectively, with a further $9 million spent during the six months ended December 31, 2003. Approximately $27 million of the capital expenditures over those years were incurred in connection with the increase in plant capacity from 80,000 tonnes per day to 100,000 tonnes per day. Capital expenditures in 2004 are budgeted to be approximately $28 million, of which $24.5 million is considered to be sustaining, including $9 million for the acquisition of four additional haul trucks to accommodate the forecast increased mining tonnage. Sustaining capital is expected to reduce to less than $8 million in 2005 and beyond.

Taxes

     MAL is subject to taxation in the form of income tax and IVA tax, the latter of which is applicable to purchases of goods and services at a rate of 21%. Full reimbursements for IVA tax are available to exporting mining companies.

     The statutory tax rate of MAL is 30% as compared to the statutory tax rate of 35% for non-mining companies. This rate is protected under a fiscal stability regime which also provides for favoured treatment in terms of special deductions for interest paid on foreign loans.

     Potential changes to the tax regime, resulting from the current Argentine political, economic and social crisis, are and have been a risk to the estimated levels of future cash flow. However, it is not expected that any increased taxation would have a material effect on the value of the property or on cash flow, given the existing protection of fiscal stability under the Mining Investment Law granted by the government to the project.

Production Estimates

     The MAL operation is expected to draw the majority of its economic value from the sale of copper and gold in concentrate. In addition, a doré containing gold and silver is produced on-site. Production is derived from ore mined at the Alumbrera Mine. The total scheduled ore to be mined and processed, and the gold and copper output, are approximately 365 million tonnes, approximately 4.9 million ounces of gold and approximately 1.7 million tonnes of copper, respectively, over a period of approximately 10 years. Production in 2004 is expected to be 554,000 ounces of payable gold and 176,000 tonnes of contained copper in concentrate.

Luismin Mines, Mexico

     Luismin’s mining properties are each operated by wholly-owned subsidiaries of Luismin and include: the Tayoltita, Santa Rita and San Antonio mines in the San Dimas district, on the border of Durango and Sinaloa states; the San Martin mine and San Pedrito project in the state of Querétaro; and the Nukay mines in Guerrero State. A description of the mines in the San Dimas district, the San Martin mine and the San Pedrito project is set forth below. For a description of the Nukay mines, see “Narrative Description of the Business — Nukay Mines, Mexico”. The four mines hold 71 exploration and exploitation concessions with a total area of approximately 35,712 hectares. This extensive land ownership covers the mines, as well as the most prospective surrounding areas and forms an important asset for Luismin’s future exploration programs. Luismin also holds numerous exploration projects throughout Mexico, most of which are in the grassroots stage of development.

     Most of the mines are underground operations using primarily mechanized cut-and-fill mining methods. Conventional open-pit mining methods utilizing front-end loaders and trucks are used in the open-pit mines. After milling, cyanidation, precipitation and smelting, doré bars are poured and then transported for refining to Salt Lake City, Utah. Gold and silver production from the mining properties during the past year was 93,487 ounces of gold and 6,126,254 ounces of silver.

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     On June 19, 2002, Wheaton acquired all of the outstanding shares of Luismin. The purchase price was comprised of $55,160,000 in cash and 9,084,090 Wheaton Shares. Wheaton also advanced $19,840,000 to Luismin that Luismin used to repay its outstanding bank debt. An additional contingent silver price adjustment payment of 11,355,113 Wheaton Shares was paid in October 2003 when the price of silver averaged more than $5 per ounce over a period of 60 consecutive trading days. In August 2003, Wheaton sold its La Guitarra gold and silver mine in Mexico, the smallest of the three mining operations acquired in June 2002 from Sanluis, to Genco for $5,000,000. In September 2003, Wheaton acquired the Nukay mines in connection with the acquisition of Miranda.

San Dimas District (Tayoltita, Santa Rita and San Antonio Mines)

Property Description and Location

     Luismin’s three operating mines in the San Dimas district, on the border of Durango and Sinaloa states, are the Tayoltita, Santa Rita and San Antonio mines which are located 125 kilometres northeast from Mazatlan, Sinaloa or approximately 150 kilometres west of the city of Durango. These properties are surveyed and contained in a contiguous block. During 2003 the three operations were merged and centralized into a single operation under the same management. It is reported now as San Dimas. The properties cover an area of 22,720 hectares and are held by Minas de Sanluis, S.A. de C.V., a wholly owned subsidiary of Luismin. All the ore is now sent to the Tayoltita Mill, since the San Antonio Mill has been put in care and maintenance.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

     The San Dimas district is accessed by aircraft in a 45 minute flight from either Mazatlan or Durango, or by driving ten hours from the city of Durango. Luismin has access to a de Havilland Twin Otter aircraft and a helicopter which are both based at Tayoltita. Most of the personnel and light supplies for the San Dimas mines arrive on Wheaton’s regular flights from Mazatlan and Durango. Heavy equipment and supplies are brought in by road from Durango or via a rough road which follows the river bed to San Ignacio but the road is only accessible for about six months of the year during the spring dry season. San Ignacio is connected by 70 kilometres of paved roads to Mazatlan.

     Trees grow sufficiently on the higher ridges to support a timber industry while the lower slopes and valleys are covered with thick brush, cactus and grasses. Subsistence farming, ranching, mining and timber cutting are the predominant activities of the region’s population. Tayoltita is the most important population centre in the area with approximately 8,000 inhabitants, including mining company personnel. Population outside the mining and sawmill camps is sparse.

     Water for the mining operations is obtained from wells and from the Piaxtla River. Water is also supplied by Luismin to the town of Tayoltita from an underground thermal spring at the Santa Rita mine.

     Mining in the San Antonio area is done by contract mining while in both the Santa Rita and Tayoltita areas the mining is carried out by Luismin personnel.

     Electrical power is provided by a combination of their own power systems and by the Federal Power Commission’s supply system. Luismin operates hydroelectric and back-up diesel generators which are interconnected with the Federal Power Commission’s supply system.

     The Santa Rita mining area is located three kilometres upstream from Tayoltita. The ore from the Santa Rita mine is trucked along a winding road that follows the Rio Piaxtla to the Tayoltita mill.

     The San Antonio mining area is located seven kilometres west of the Tayoltita mine in the state of Sinaloa. The mine is accessed, from Tayoltita, by a three kilometre long road along the north side of the Rio Piaxtla and bypassing the town of Tayoltita, to the portal of the San Luis Tunnel, through the tunnel and from the exit, by road, or along the San Antonio river bed to the San Antonio Mill. Infrastructure at the San Antonio mine includes a mill, small campsite, warehouse, analytical fire assay laboratory and maintenance shops. The mill was put in care and maintenance in November 2003.

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     The San Dimas district is located in the central part of the Sierra Madre Occidental, a mountain range characterized by very rugged topography with steep, often vertical walled valleys and narrow canyons. Elevations vary from 2,400 metres on the high peaks to elevations of 400 metres in the valley floor of the Piaxtla River.

History

     The San Dimas district has experienced a long mining history. Precious metal production was first reported in 1757. The Spanish continued working several of the mines until the start of the Mexican War of Independence (1810). Mining activity in the district then decreased and did not start-up again until the 1880s when the Tayoltita mine was acquired by the San Luis Mining Company. Later the Contraestaca (San Antonio) mine was discovered along with several large bonanza grade orebodies.

     In 1904, the first cyanide mill in Mexico was built at Tayoltita. By 1940, the Candelaria mine had been mined out and the Candelaria and Contraestaca mines were purchased by the San Luis Mining Company.

     A mining law introduced in 1959 in Mexico required that the majority of a Mexican mining company be held by Mexicans and forced the sale of 51% of the shares of the San Luis Mining Company to Mexicans. In 1961, the Minas de San Luis S.A. de C.V. was formed and assumed operations of the mine. In 1978, the remaining 49% interest was obtained by Luismin S.A. de C.V.

     Historical production through 2003 from the San Dimas district is 667 million ounces of silver and 9.46 million ounces of gold, placing the district third in Mexico for precious metal production after Pachuca and Guanajuato. Production from the San Dimas district during 2003 was approximately 68,000 ounces of gold and 5.5 million ounces of silver.

Geological Setting

     The general geological setting of the San Dimas district is comprised of two major volcanic successions totalling approximately 3,500 metres in thickness; the Lower Volcanic Group (“LVG”) and the Upper Volcanic Group (“UVG”) separated by an erosional and depositional unconformity.

     The LVG is of Eocene age predominantly composed of andesites and rhyolitic flows and tuffs and has been locally divided into five units. The LVG outcrops along the canyons formed by major westward drainage systems and has been intruded by younger members of the batholith complex of granitic to granodioritic composition. The Socavón rhyolite is the oldest volcanic unit in the district, its lower contact destroyed by the intrusion of the Piaxtla granite.

     More than 700 metres thick, the Socavón rhyolite is host for several productive veins in the district. Overlying the Socavón rhyolite is the 20 to 75 metres thick, well bedded Buelna andesite. The Buelna andesite is overlain by the Portal rhyolite, ranging in thickness from 50 to 250 metres.

     The overlying productive andesite is more than 750 metres in thickness and has been divided into two varieties based on grain size, but is of identical mineralogy.

     The overlying Camichin unit, composed of purple to red interbedded rhyolitic and andesite tuffs and flows, is more than 300 metres thick. It is the host rock of most of the productive ore shoots of Patricia, Patricia 2, Santa Rita and other lesser veins in the Santa Rita mine.

     The Las Palmas Formation, at the top of the LVG, is made up of green conglomerates at the base and red arkoses and shales at the top, with a total thickness of approximately 300 metres. This unit outcrops extensively in the Tayoltita area.

     The UVG overlies the eroded surface of the LVG unconformably. In the San Dimas district, the UVG is divided into a subordinate lower unit composed mainly of lavas of intermediate composition called Guarisamey andesite and an upper unit called the Capping rhyolite. The Capping rhyolite is mainly composed of rhyolitic ash

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flows and air-fall tuffs and is up to 1,500 metres thick in the eastern part of the district however within most of the district is about 1,000 metres thick.

     The San Dimas district lies within an area of complex normal faulting along the western edge of the Sierra Madre Occidental. Compressive forces first formed predominantly east-west and east-northeast tension gashes, that were later cut by transgressive north-northwest striking slip faults. The strike-slip movements caused the development of secondary north-northeast faults, with right lateral displacement.

     Five major north-northwest-trending normal faults divide the district into five tilted fault blocks generally dipping 35º to the east. In most cases, the faults are post ore in age and offset both the LVG and UVG. All major faults display northeast-southwest extension and dip from near vertical to less than 55º.

Exploration

     Typical of epithermal systems, the silver and gold mineralization at the San Dimas district exhibits a vertical zone with a distinct top and bottom that Luismin has termed the Favourable Zone. At the time of deposition, this Favourable Zone was deposited in a horizontal position paralleling the erosional surface of the LVG on which the UVG was extruded.

     This favourable, or productive, zone at San Dimas is some 300 to 600 metres in vertical extent and can be correlated, based both on stratigraphic and geochronologic relationships, from vein system to vein system and from fault block to fault block. Using this concept of the dip of the unconformity at the base of the UVG, Luismin is able to infer the dip of the Favourable Zone and with considerable success explore and predict the Favourable Zone in untested areas.

     At the Tayoltita deposit, silver-gold ratios have been a useful exploration tool. In most of the veins, detailed studies have shown that silver-gold ratios increase progressively within the ore zone with the contours strongly elongated along the strike of the vein. The horizontal elongations of the silver-gold ratios are thought to represent the former flow path of the ore fluids which were subhorizontal at the time of the ore deposition suggesting ore shoots can be found along these possible fluid paths.

     Luismin applies a 30% probability factor to the volume of the Favourable Zone to estimate the volume/tonnage of inferred mineral resources that will later be discovered in the zone. For more than 30 years, Luismin has historically and successfully applied the 30% factor. The factor was originally developed by comparing the explored area of the active veins at that time (San Luis, Guadalupe, Cedral, etc.) to the mined out area plus the mineral reserve area.

     Luismin has been able to maintain a 20 year mineral resource base, that, by development on a timely basis, converts the inferred mineral resources into mineral reserves. Thus, Luismin maintains a mineral reserve base, that, at the current mining rate, replaces mined mineral reserves with future mineral reserves.

Deposit Types and Mineralization

     The deposits of the San Dimas district are high grade, silver-gold-epithermal vein deposits characterized by low sulphidation and adularia-sericitic alteration formed. As is common in epithermal deposits, the hydrothermal activity that produced the epithermal vein mineralization began a few million years after the intrusion of the closely associated plutonic rocks and several million years after the end of the volcanism that produced the rocks that host the hydrothermal systems. Older veins appear more common in the eastern part of the district whereas younger veins are found in the western part.

     The mineralization is typical of epithermal vein structures with banded and drusy textures. Within the district, the veins occupy east-west trending fractures except in southern part of Tayoltita where they strike mainly northeast and in the Santa Rita mine where they strike north-northwest. The veins were formed in two different systems. The east-west striking veins were the first system developed, followed by a second system of north-northeast striking veins. Veins pinch and swell and commonly exhibit bifurcation, horse-tailing and cymoidal structures. The veins vary from a fraction of a centimetre in width to 15 metres, but average 1.5 metres. They have

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been followed underground from a few metres in strike-length to more than 1,500 metres. Three major stages of mineralization have been recognized in the district: (1) an early stage; (2) an ore forming stage; and (3) a late stage quartz.

     Three distinct sub-stages of the ore forming stage also have been identified, each characterized by distinctive mineral assemblages with ore grade mineralization always occurring in the three sub-stages: (1) quartz-chlorite-adularia; (2) quartz-rhodonite; and (3) quartz-calcite.

     The minerals characteristic of the ore forming stage are composed mainly of white, to light grey, medium to coarse grained crystalline quartz with intergrowths of base metal sulphides (sphalerite, chalcopyrite and galena) as well as pyrite, argentite, polybasite, stromeyerite, native silver and electrum.

     The ore shoots within the veins have variable strike lengths (5 to 600 metres), however, most average 150 metres in strike length. Down-dip extensions are up to 200 metres but are generally less than the strike length.

Drilling

     Exploration of the Favourable Zone at the San Dimas district is done both by diamond drilling and by underground development work. Diamond drilling is predominantly done from underground stations due to the rugged topography, and the distances from the surface locations to the targets. All exploration drilling and the exploration underground development work is done in-house by Luismin. Diamond drilling is of NQ/HQ size with excellent core recoveries (in the range of +95%) at a cost of approximately $45 per metre.

     Luismin conducts a continuous program of exploration/development diamond drilling throughout the year at each of their mines with their own rigs. Twelve diamond drill rigs and crews are employed in the mines. Generally, two rigs are stationed at the San Martin mine with eight rigs in the mines at San Dimas.

Sampling Method and Approach

     Other than the control samples collected at the mill for material balance, two principal types of samples are collected daily from the mine workings: (1) samples of the mineralized zones exposed by the mine workings; and, (2) samples of the diamond drill core from the exploration/development drilling. Samples are also collected, but on a less routine basis, from mine cars and from the blasted rock pile in a stope.

     Individual samples collected from a mineral shoot in certain veins can show considerable variation both vertically and horizontally in the vein as observed by samples from subsequent slices of the stope or from samples taken from the top of the pile of blasted rock in the stope compared to the samples from the back. Grade control in these veins is achieved in part by the considerable number of samples taken.

     Drill core samples, after being sawn in half, are bagged, tagged and sent to the mine assay laboratory. Several hundreds of samples are collected and processed every month at the mine assay laboratories.

Sample Preparation, Analysis and Security

     In the San Dimas district, the mine workings are sampled under the direction of the Luismin Geological Department initially across the vein, at 1.5 metres (5 feet) intervals, with splits along the sample line taken to reflect geological changes. No sample length is greater than 1.5 metres. Once the ore block has been outlined and the mining of the block begun, the sample line spacing may be increased to three metres. Sampling is done by chip-channel, the channel approximately 10 centimetres wide, cut across the vein. Sample chips of similar size are collected on a canvas sheet, then broken into smaller sized fragments, coned and quartered to produce a 1 to 2 kilogram sample, which is sent for fire assay to the mine assay laboratory. Sampled intervals are clearly marked on the underground rock faces with spray paint.

     Samples are crushed, homogenized, ground and split at the mine assay laboratory to produce a 10 gram representative pulp sample for fire assaying. Routine quality control is carried out with every tenth sample repeated

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as a check assay done at the mine assay laboratory, and check assays between the Luismin mine laboratories. Routine assaying of standards is also carried out at the mine assay laboratory.

Mineral Reserves and Mineral Resources

     Luismin’s policy is to develop and maintain a mineral resource base of over 20 years with respect to its overall operations by converting, through development, the mineral resources into mineral reserves on a yearly basis.

     Rather than calculating mineral resources/mineral reserves over a minimum mining width and then applying corrections for dilution and mine losses to determine mineral reserves, the method presently used by Luismin is to estimate the reserve in each of the underground mining blocks by using the conventional mining block estimation methods for underground mines and later applying a tonnage and grade correction to determine mineable mineral reserves.

     Mineral Reserves and Mineral Resources are estimated using the CIM Standards. See “Technical Information – CIM Standard Definitions” for CIM Standard definitions.

     The following table sets forth the estimated Mineral Reserves for the three properties in the San Dimas district as at December 31, 2003:

Proven and Probable Mineral Reserves ^{(1)(2)(3)(4)(5)}

				Grade				Contained Metal
Deposit	Category	Tonnes		Silver		Gold		Silver		Gold
				(grams per tonne) (grams per tonne)				(ounces)		(ounces)
Tayoltita	Proven		390,000		374		3.69		4,676,000		46,000
	Probable		790,000		362		3.38		9,260,000		86,000
	Proven + Probable		1,180,000		366		3.49		13,930,000		133,000
Santa Rita	Proven		130,000		382		2.59		1,570,000		11,000
	Probable		130,000		439		3.00		1,790,000		12,000
	Proven + Probable		250,000		410		2.79		3,360,000		23,000
San Antonio	Proven		360,000		469		7.66		5,430,000		89,000
	Probable		440,000		495		8.99		7,010,000		127,000
	Proven + Probable		800,000		483		8.39		12,400,000		216,000
Total	Proven		880,000		414		5.16		11,670,000		145,000
	Probable		1,360,000		412		5.16		18,060,000		226,000
	Proven + Probable		2,240,000		413		5.16		29,730,000		371,000

(1)	The Mineral Reserves for the properties in the San Dimas district set out in the table above have been estimated by Luismin and audited by Randy V.J. Smallwood, P.Eng., at Wheaton who is a qualified person under NI 43-101.
(2)	Cut-off grades based on total operating cost were $47 per tonne for Tayoltita, $48 per tonne for Santa Rita and $55 per tonne for San Antonio.
(3)	The tonnage factor is 2.7 tonnes per cubic metre.
(4)	Cut-off values are calculated at a price of $5.50 per troy ounce for silver and $350 per troy ounce for gold.
(5)	Numbers may not add up due to rounding.

     The following table sets forth the estimated Inferred Mineral Resources for the three properties in the San Dimas district as at December 31, 2003:

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Inferred Mineral Resources ^{(1)(2)(3)(4)(5)(6)}
(excluding Proven and Probable Mineral Reserves)

			Grade
Deposit	Tonnes		Silver		Gold
			(grams per tonne)		(grams per tonne)
Tayoltita		5,400,000		308		2.9
Santa Rita		2,700,000		327		2.2
San Antonio		4,900,000		322		4.5
Total		12,900,000		317		3.3

(1)	The Inferred Mineral Resources for the properties in the San Dimas district set out in the table above have been estimated by Luismin and audited by Randy V.J. Smallwood, P.Eng., at Wheaton who is a qualified person under NI 43-101.
(2)	Cut-off grades based on total operating cost were $47 per tonne for Tayoltita, $48 per tonne for Santa Rita and $55 per tonne for San Antonio.
(3)	The tonnage factor is 2.7 tonnes per cubic metre.
(4)	Cut-off values are calculated at a price of $5.50 per troy ounce for silver and $350 per troy ounce for gold.
(5)	Inferred Mineral Resources are not known with the same degree of certainty as Proven and Probable Mineral Reserves and do not have demonstrated economic viability.
(6)	Numbers may not add up due to rounding.

Mining Operations

     Underground gold and silver mining operations are carried out at the Tayoltita, Santa Rita and San Antonio mines. The operations employ cut-and-fill mining with LHD equipment and primary access is provided by adits and internal ramps. The ore processing is by conventional cyanidation followed by zinc precipitation of the silver and gold for production of doré.

Tayoltita Area

     The Tayoltita area includes the oldest operating mine in the San Dimas area. The main access is a 4.4 kilometres tunnel from a portal approximately 400 metres northeast of the Tayoltita mill. About 570,000 cubic feet per minute of ventilation is supplied by a combination of natural flow from the access tunnel as well as fan driven through a system of raises. Raises for ventilation and ore and waste passes are typically developed with boring machines.

     The mining method employs mechanized cut-and-fill mining on vein mineralization using waste rock as backfill. The veins vary from 1 to 3 metres in width and generally dip at 75º to 80º.

     Production drilling is completed with jackleg drills or single boom jumbos depending on the vein thickness. Ore is hauled from the stoping areas, using LHD equipment, then by rail haulage to surface through the main access tunnel. The rail haulage has a trolley system using 8 tonne cars. Primarily because of the efficient ore transport system, Tayoltita has the lowest overall operating costs and cut-off grade in the San Dimas area.

     The development of the San Luis Tunnel to connect the San Antonio mining area to the Tayoltita mining area has allowed the development of the Santa Lucia and El Oro veins. This mining area is characterized by veins that dip 75º, with variable widths, and is currently being developed as an important mining area for Tayoltita. In 2002 a new surface route with no crossings of the Rio Piaxtla and bypassing the town of Tayoltita was completed to connect the Tayoltita mill and the San Luis tunnel.

Santa Rita Area

     The Santa Rita area main access is by adit approximately three kilometres to the northeast of the Tayoltita mill site. The mining method employs cut-and-fill mining on vein mineralization. The vein dip can vary from

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subvertical to as low as 35º. In some of the flatter lying areas, the vein thickness allows for a room and pillar mining operation. Ventilation is maintained by three exhaust fans providing 530,000 cubic feet per minute.

     The ore haulage is by LHD equipment either to an internal shaft or directly to rail haulage on the main access tunnel where 2.5-tonne rail cars are used on a trolley line to surface. The shaft employs a double drum hoist with 2.2-tonne skips. Luismin plans to connect the rail haulage to the Tayoltita tunnel, which will considerably reduce ore transport costs. Currently the ore is loaded at the portal for surface haulage along a narrow winding road to the Tayoltita mill.

San Antonio Area

     The San Antonio area is located northwest of Tayoltita and is connected by 20 kilometres of winding dirt road over the mountains. In 2001, the San Luis Tunnel was completed which provides for easier access between San Antonio and Tayoltita as well as integration of support services of the two locations.

     Mining operations at San Antonio work veins that vary in thickness from one to six metres and employ mechanized cut-and-fill mining methods. Ventilation is by a combination of natural and fan forced supplying 290,000 cubic feet per minute to the operations. Ore haulage is by a combination of LHD equipment as well as rail and trucks which can dump directly into the San Antonio crusher.

     The San Antonio site includes a mill and some limited accommodation for the workforce. Luismin ended milling operations at San Antonio in November 2003 and since then all mine production has been sent to the Tayoltita mill using the San Luis Tunnel and a haulage route that includes a short tunnel on the north side of the Piaxtla River and a road to the exit of the San Luis tunnel. This allows the haulage of the ore to the Tayoltita mill without going through the townsite.

     Termination of the San Antonio milling operations was chosen as a new tailing area is required and efficiencies have been realized by a central milling facility for the San Dimas area.

Milling Operations

     Milling operations are carried out at Tayoltita. The Tayoltita mill processes ore from the Tayoltita, Santa Rita and San Antonio mining operations and has a production capacity of 1,600 tonnes per day. The mill facility is a conventional operation that employs cyanidation and zinc precipitation for recovery of the gold and silver.

Tayoltita Mill

     In 2003, the Tayoltita mill averaged 1,061 tonnes per day with recoveries of 93% silver and 97% gold. Since December 2003, current crushing capacity is 1,500 tonnes per day and 1,600 tonnes per day in the Chemical Treatment area.

     The Tayoltita mill employs fine crushing and single stage ball milling to achieve 80% passing 200 mesh. Leaching is completed in a series of tanks providing 72 hours of leach residence time. The pregnant solution is recovered in a CCD circuit with the gold and silver recovered from solution in a zinc precipitation circuit. Tailings are pumped up gradient by a newly installed single stage pumping station to the tailings impoundment area in a box canyon east of the mill site. The gold and silver precipitate is refined from both the Tayoltita and the San Antonio mills. Refining uses an induction furnace to produce 1,000 ounce silver and gold doré bars.

     The Tayoltita mill has undergone a series of plant expansions over its operating life which has resulted in three small ball mills in parallel as well as a series of small tanks in the leaching and CCD circuit. Another expansion at Tayoltita is currently under way to replace the San Antonio mill capacity. This expansion includes additional leaching, thickening and clarification equipment together with a new single stage tailings pumping system and a new tailings pipeline. The new tailings pipeline incorporates spill protection for the aerial crossing of the Rio Piaxtla.

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San Antonio Mill

     The San Antonio mill had a similar flowsheet to that of the Tayoltita mill, with the exception of the crushing circuit, where three stages of crushing were used instead of two to achieve a finer product size prior to grinding. The gold and silver precipitate from the filter press was transported to Tayoltita for processing. The mill layout was complicated by the steep walled canyon setting and equipment was located on both sides of the river.

     In 2003, before its closure in November, the San Antonio mill had milled 40,000 tonnes of ore with recoveries of 97% silver and 99% gold. The mill capacity was 400 tonnes per day.

Environmental Upgrades to Tailings Management

     Luismin’s practice in the design and operation of tailings containment sites in the San Dimas district complies with the requirements of Mexico and with the permits issued for the dam. Improvements will be necessary to bring all of the tailings dam designs and operations up to World Bank standards. Wheaton is ensuring that future tailings sites will be designed to appropriate World Bank standards.

     SRK Consulting (“SRK”) was engaged by Wheaton in January 2002 to complete an environmental due diligence of the Luismin operations. This review included a cost estimate to remediate any existing environmental liabilities and construct additional tailings storage capacity to sustain the ongoing operations. Since then, steps have been taken to diminish the existing environmental liabilities.

     Luismin’s practice has been to discharge tailings from the cyanidation mills to unlined structures designed to settle the solids and collect solutions for recycle to the milling operations. The containment dams are typically constructed with cyclone underflow with the overflow draining to decant structures in the central portion of the dam. The tailings containment sites have not been subjected to comprehensive geotechnical investigations before construction, normal safety factors in dam design, seepage monitoring or control, nor controls on public or wildlife access to cyanide solution ponds or pumping installations.

     The deficiencies with the tailings management aspect of the operations are recognized by Luismin and capital investments are currently being made to upgrade the containment structures and upgrade operations to bring them more in line with accepted practice. Luismin is also evaluating various technologies to reduce the environmental impact of the tailings operations. Enforcement of regulatory requirements in Mexico is becoming more stringent and higher operating standards can be expected in the future. The planned capital expenditures by Luismin should keep the operations compliant with the operating standards required in Mexico. AMEC Earth & Environmental Limited (“AMEC”) is currently assisting in these operations.

Tayoltita Tailings

     The very rugged mountainous terrain and steep walled canyons in the San Dimas district have presented formidable challenges to the tailings management aspect of the operations. The Tayoltita operation has developed numerous tailings disposal sites in the valley near the mill and in more recent years, the tailings dam has been moved up the valley to the east of the mill. Previous operations, which relied on ten pumping stations to elevate the tailings to the containment site were modified by increasing the pumping capability and eliminating the pump stations. Secondary containment of the tailings supply lines was also constructed. The solution return line crosses the river and is presently suspended by cables, without provision for spill containment in case of line failure. Plans are to relocate the line to the new bridge crossing in the near future which is designed to provide for spill containment in case of line failure.

     The historical construction practice has been to gradually build containment basins on the steep hillsides using thickened tailings while continuously decanting the solutions for recycle to the mill. On abandonment, the dried tailings have been left to dehydrate and efforts to establish a natural vegetation cover are undertaken. The abandoned dams in the area are subject to erosion and instability until remediation measures are taken. On three of the older tailings dams near the Tayoltita mill, the land has been reclaimed for use as a soccer field, a softball field and a garden nursery.

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     Monitoring of the Piaxtla River downstream of the Tayoltita tailings deposits has not shown any environmental impact on the water quality but is expected to be impacted with higher suspended solids in periods of heavy rainfall.

     Under the current plan, the Tayoltita mill operation will be expanded to process all ore mined in the district and will require an expansion of the tailings storage capacity. AMEC assessed the stability of the Cupias tailings dam in 2003, and determined that operational controls, together with stabilization berm construction, could be provided to increase the stability of the dam. Construction of the berm commenced in the second quarter of 2004. AMEC also assessed options for increasing the capacity of the dam. The preferred option involves the implementation of a tailings filtering process in the plant which would reduce the moisture content of the tailings thereby reducing the cyanide loading to the impoundment. The tailings impoundment would be subsequently raised with the deposition of filtered tailings within the limits of the existing tailings impoundment.

San Antonio Tailings

     The San Antonio tailings deposition site is located in a tight river bend in a steep walled river valley downstream of the mill operation. The river has been diverted through three tunnels which have been excavated in the canyon wall on the inside of the river bend. The tailings containment dam was established by stacking high density tailings from cyclone underflow and decanting the solution to a drainage channel for recycle to the mill. The containment dams are covered with concrete walls on the upstream side and waste rock on the downstream side to minimize erosion. The current height of the tailings is estimated at 70 metres above the floor of the canyon.

     With the capacity of the dam nearly exhausted in November 2003, deposition of tailings in the dam was terminated and the San Antonio mill put into care and maintenance.

     Prior to 1993, only two of the river diversion tunnels were in place. During Hurricane Lidia (September 1993), the two tunnels were plugged with sediment and trees and the river washed out the tailings deposit. Due to concerns associated with stability of the dams, maintenance of the diversion tunnels, and the ability of the facility to withstand an extreme storm event or hurricane over the long term, Knight Piésold was retained to carry out a stability assessment of the dams and to develop conceptual closure design options for the tailings facility. The results of stability analyses indicated that the tailings pile was marginally stable. Based on the results of the analyses, Knight Piésold assessed two closure options: construction of a significant buttress to stabilize the tailings facility in place or removal of the tailings for disposal in a new facility or alternate location. The results of the assessment indicated that the preferred alternative would be to buttress the facility.

     Another option being investigated is the development of a hydroelectric dam to offset the construction costs associated with closure of the tailings facility.

San Martin

Property Description and Location

     Compañía Minera Peña de Bernal S.A. de C.V., a wholly-owned subsidiary of Lusmin, holds the mining concessions covering 12,992 hectares at the San Martin mine in the state of Querétaro.

     The San Martin mine presently consists of two underground mines, San José and San Martin. The San Martin deposit/mine is approximately 700 metres north-northeast of the San José deposit/mine. Luismin commenced mining early in 1994 on the San José deposit with an open pit operation that was later abandoned and mining continued underground.

     The San Martin mine site is located northwest of Mexico City, in the state of Querétaro. The mine is near the towns of Tequisquiapan and Ezequiel Montes, and is immediately to the north of the town of San Martin with a population of approximately 2,000. The major city of Querétaro, with a population of approximately 1 million is about 50 kilometres southwest of San Martin.

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Accessibility, Climate, Local Resources, Infrastructure and Physiography

     Access to the San Martin mine from the City of Querétaro is approximately 40 kilometres southeast, on the Querétaro to Mexico main highway to the city of San Juan del Rio, then 35 kilometres northeast to the town of Ezequiel Montes, then approximately 3 to 5 kilometres from Ezequiel Montes to the town of San Martin.

     The climate in the mine area is semi-arid, characterized by relatively low rates of precipitation. Average annual rainfall is 479 millimetres with about 95% occurring during the summer months. The average annual temperature is 12 degrees Celsius.

     The San Martin mine is located along the west margin of a dacitic dome that rises to the north as a series of smooth prominent hills to an elevation of 2,100 metres, approximately 400 metres above the generally flat landscape that predominates to the south. Much of the flat countryside is irrigated for the cultivation of grain crops. Several maguey plantations for the production of Tequila are also present in the area. The hillside is covered with small scrub bushes and grasses suitable typically for the raising of goats.

     Most of the mine personnel are contract labour who live in the nearby villages and towns. The City of Querétaro is a major urban centre.

     The infrastructure at the San Martin mine is typical of a small mining operation with the site composed of mine offices, repair shops, laboratory, warehouse and eating facilities for mine personnel.

     Water is supplied to the mine site by a 4 inch pipe with a 120 horsepower electric pump connected to a municipal well at the Hacinda Ajuchitlan some 6 kilometres from the mine. An additional source of water comes from the underground operations which accounts for 55% of the total consumption. Electrical power is supplied by the Federal Power Commission. The mine has two emergency generators, 500 kilowatts and 200 kilowatts, to supply power to the mill during a power failure.

History

     The deposit was discovered in the eighteenth century and high grade mineralization reportedly was exploited for approximately 40 years, however no production records exist. The first records show the Ajuchitlan Mining and Milling Company produced an estimated 250,000 tonnes at a grade of 15 grams of gold per metric tonne and 100 grams of silver per metric tonne during 1900 to 1924.

     In 1982, Mexico declared a 6,300 hectares National Reserve over the area. In 1986 Luismin reached an agreement to work in the National Reserve and initiated an exploration program in 1988.

     Mining began in 1993 at 300 tonnes per day, and in early 1994, production began from open pit operations on the San José deposit. Production has increased, on a yearly basis, since 1993. Current production is 820 tonnes per day.

Geological Setting

     The mineralization at the San Martin mine occurs in tabular breccia zone striking northeast and dipping 70º to 90º east. It occurs within Upper Cretaceous black limestones and calcareous shales of the Soyatal Mexcala Formation and varies in width from 1 to 10 metres but averages about 3 metres. The breccia zone appears in a structural window on the western side of a Tertiary Rhyolite Dome and has been explored along strike for more than 1,800 metres. The zone appears to be spatially associated with rhyolite dykes and six separate orebodies have been discovered along the zone. These orebodies are believed to be all related to one mineralization event that post mineral faulting broke it into six separate bodies. The faulting has resulted in vertical offsets up to 100 metres and horizontal offsets to 500 metres.

     The breccia zone appears to have developed perpendicular to the direction of greatest stress and parallel to the direction of compression. Locally the mineralization in the upper part of the vertical zone gradually arches to the west to form a horizontal, tabular zone.

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Exploration

     Exploration at the San Martin mine is concentrated along the strike length of the breccia zone. The exploration is carried out using a similar approach to the other Luismin properties. In-house diamond drilling initially tests selected targets, which is followed by underground development that outlines mineral reserves. Target selection is assisted by geophysical surveying that has included magnetics, induced polarization and resistivity. The resistivity surveys have been particularly successful in outlining the quartz breccia and several promising resistivity anomalies to the northeast remain to be tested.

     Exploration is also carried out some 50 kilometres west of San Martin at the San Pedrito project and has been concentrated on the Paulina vein. A decline is presently being driven to the inferred mineral resource to confirm the mineral resource estimate and to outline a mineral reserve. Luismin plans to truck the mineral ore to the San Martin mill for processing.

Deposit Type and Mineralization

     The deposit is an epithermal precious metal (silver-gold) type related to Tertiary rhyolitic intrusives.

     Mineralization occurs as electrum and silver selenide minerals associated principally with quartz and lesser calcite. Evidence of multiple intrusions of quartz with banding and drusy crystal masses observed in the brecciated zone are indicative of open space deposition.

Drilling

     Drilling at San Martin is done by mine staff (drilling crews) with the exploration/development drilling carried out continuously by two diamond drilling rigs owned by Luismin. Additional drilling support is brought in on a contract basis as needed.

Sampling Method and Approach

     Sampling of diamond drill core and underground channel chip samples are carried out in the same manner as at Luismin’s San Dimas mines. Samplers at San Martin have been trained at the San Dimas mines.

Mineral Reserves and Mineral Resources

     Mineral Reserves and Mineral Resources are estimated using the CIM Standards. See “Technical Information – CIM Standard Definitions” for CIM Standard definitions.

     The following table sets forth the estimated Mineral Reserves for the San Martin mine as at December 31, 2003:

Proven and Probable Mineral Reserves ^{(1)(2)(3)(4)(5)}

			Grade				Contained Metal
Category	Tonnes		Silver		Gold		Silver		Gold
			(grams per tonne)		(grams per tonne)		(ounces)		(ounces)
Proven		520,000		60		3.83		1,000,000		64,000
Probable		330,000		59		4.66		630,000		50,000
Total		850,000		60		4.15		1,640,000		114,000

(1)	The Mineral Reserves for the San Martin mine set out in the table above have been estimated by Luismin and audited by Randy V.J. Smallwood, P.Eng., at Wheaton who is a qualified person under NI 43-101. The above Mineral Reserves do not include San Pedrito which is discussed below.
(2)	Cut-off grades based on total operating cost were $26.37 per tonne.
(3)	The tonnage factor is 2.7 tonnes per cubic metre.

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(4)	Cut-off values are calculated at a price of $5.50 per troy ounce for silver and $350 per troy ounce for gold.
(5)	Numbers may not add up due to rounding.

     The following table sets forth the estimated Inferred Mineral Resources for the San Martin mine as at December 31, 2003:

Inferred Mineral Resources^{(1)(2)(3)(4)(5)}
(excluding Proven and Probable Mineral Reserves)

	Grade
Tonnes	Silver		Gold
	(grams per tonne)		(grams per tonne)
1,200,000		60		4.27

(1)	The Inferred Mineral Resources for the San Martin mine set out in the table above have been estimated by Luismin and audited by Randy V.J. Smallwood, P.Eng., at Wheaton who is a qualified person under NI 43-101. The above Mineral Resources do not include San Pedrito which is discussed below.
(2)	Cut-off grades based on total operating cost were $26.37 per tonne.
(3)	The tonnage factor is 2.7 tonnes per cubic metre.
(4)	Cut-off values are calculated at a price of $ 5.50 per troy ounce for silver and $350 per troy ounce for gold.
(5)	Inferred Mineral Resources are not known with the same degree of certainty as Proven and Probable Mineral Reserves and do not have demonstrated economic viability.

Mining Operations

     The San Martin operation consists of underground mining and milling facilities with a rated capacity of 820 tonnes per day. Unlike the other four operations of Luismin, the San Martin mine is primarily a gold mine with some silver production. In 2003, the mill processed 276,481 tonnes at a grade of 4.28 grams of gold per tonne and 82 grams of silver per tonne, at an operating cost of $28 per tonne.

     The main mine access is by tunnels with portals located less than 300 metres from the mill site. Ventilation is provided by natural means as well as by surface mounted fans. The mine employs mechanized cut-and-fill using waste rock from development to backfill stoping areas.

     The San Martin mineralization at higher elevations is a manto type with thicknesses up to 6 metres. Mineralization at depth narrows to veins with dips of 80º to 85º. As with the San Dimas mines, the ground conditions are good and minimal ground support is used in the mine. The San Martin mine is operated by a contractor under contract unit rates for ore delivered to the mill as well as unit rates for mine development work.

Milling Operations

     The San Martin mill is a conventional cyanidation mill with a rated capacity of 820 tonnes per day. The mill flowsheet employs fine crushing and ball milling followed by cyanide leaching. The flotation concentrate from the La Guitarra operation as well as some concentrates from other non-Luismin operations is also leached in the San Martin mill. Gold and silver are recovered with zinc precipitation and refined to doré. In 2003, the San Martin mill operated at an average rate of 917 tonnes per day and achieved recoveries of 64% silver and 96% gold. Total production was 36,000 ounces of gold and 465,000 ounces of silver.

Environmental Upgrades to Tailings Management

     The tailings at the San Martin operation are deposited in two active impoundment cells covering an area of approximately 10 hectares. The cells are located in valley fill style construction with the containment structures built with the coarser higher density underflow from a cyclone operating at the tailings line discharge. The highest area of the cell containment is currently 27 metres.

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     The San Martin structures have not had the benefit of detailed geotechnical or hydrological investigations prior to their construction. The due diligence conducted by SRK in 2002 identified stability concerns associated with the tailings dams. Other concerns included the limited storage capacity for storm water at the surface of the impoundments, and deposition practices that lead to poor consolidation of the tailings within the impoundment. In the recent operating history at San Martin, a waste rock buttress was added to the highest cell wall that had showed signs of slope failure.

     AMEC was selected among a group of consultants interviewed and an evaluation plan was laid out in 2002 for investigation into the tailings dam stability and for the development of options for dealing with the impoundment. AMEC conducted a site investigation program in November 2002 in order to characterize the strength of the tailings and assess the stability of the tailings dam. The site investigation and stability analysis indicated that there were stability concerns with the existing impoundment.

     Monitoring and water balances of the San Martin tailings operation indicate that seepage is occurring from the tailings area and that cyanide is evident in groundwater wells down gradient from the tailings cells. The adjacent lands have recently been purchased and dewatering wells have been established to pump contaminated groundwater back to the mill circuit. A trench to bedrock has also been excavated downstream of the tailing area to monitor seepage from the active tailings area and to supplement the wells for the collection of groundwater. Based on an analysis of the sample data, a review of the tailings permeability and the quantity of solution being pumped back, AMEC concluded that the existing interception and collection system is intercepting most of the theoretical maximum seepage from the impoundment. Wheaton has not obtained any indemnities from the vendors of Luismin against potential environmental liabilities that may arise from seepage occurring from the tailings area at the San Martin operation.

     AMEC assessed a number of options for both stabilizing the impoundment and providing on going storage capacity for tailings. The result of the assessment concluded that filtering and dry stacking of the tailings within the existing tailings impoundment would be the preferred option for the expansion of the San Martin tailings facility. AMEC designed an earthen buttress to increase the stability of the dams; construction of the buttress commenced in January 2004.

Exploration Properties

     In addition to its operating mines, Luismin owns or has an interest in 23 exploration properties throughout Mexico. The properties range from the more advanced exploration stage to preliminary grassroots stage.

     Five of the properties are considered more advanced, twelve of the properties are in an intermediate stage, and the remainder are at a grassroots exploration level.

     Of the 23 exploration properties, only one, San Pedrito, is currently being explored and developed by Luismin. There are six properties which are subject to joint venture agreements.

San Pedrito Project

     The San Pedrito project is located 2 kilometres north of Querétaro City and 45 kilometres west of the San Martin mine. The San Pedrito project consists of numerous epithermal quartz-calcite veins containing high-sulphidation gold-silver mineralization hosted in andesite.

     The San Martin mill suffers from low silver recoveries (around 60%) and preliminary test work has indicated that blending San Pedrito material with higher silver to gold ratios with San Martin ore may improve silver recoveries up to 75%.

     With the objective of supplying some higher silver to gold ratio ore to the San Martin mill in late 2001, Luismin began development of a decline.

     Exploration has continued during the past two years, not only in the Paulina vein, which is the most explored so far, but also on Los Cuates and other small veins parallel to Paulina. During the period covering from

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2003 to the present around 5,000 metres of DDH have been drilled throughout the whole area, along with some development in two declines: Paulina y Los Cuates.

     Mineral Reserves and Mineral Resources are estimated using the CIM Standards. See “Technical Information – CIM Standard Definitions” for CIM Standard definitions.

     Development to date has resulted in the following Mineral Reserves being defined, as of December 31, 2003:

Proven and Probable Mineral Reserves^{(1)(2)(3)(4)(5)(6)}

			Grade				Contained Metal
Category	Tonnes		Silver		Gold		Silver		Gold
			(grams per tonne)		(grams per tonne)		(ounces)		(ounces)
Proven		10,000		217		0.44		90,000		200
Probable		170,000		240		0.80		1,300,000		4,300
Total		180,000		239		0.78		1,390,000		4,500

(1)	The Mineral Reserves for the San Pedrito project set out in the table above have been estimated by Luismin and audited by Randy V.J. Smallwood, P.Eng., at Wheaton who is a qualified person under NI 43-101.
(2)	Cut-off grades based on total operating cost were $30.50 per tonne.
(3)	All Mineral Reserves are diluted.
(4)	The tonnage factor is 2.7 tonnes per cubic metre.
(5)	Cut-off values are calculated at a price of $5.50 per troy ounce for silver and $350 per troy ounce for gold.
(6)	Numbers may not add up due to rounding.

     The following table sets forth the estimated Inferred Mineral Resources for the San Pedrito project as at December 31, 2003:

Inferred Mineral Resources^{(1)(2)(3)(4)(5)(6)}
(excluding Proven and Probable Mineral Reserves)

	Grade
Tonnes	Silver		Gold
	(grams per tonne)		(grams per tonne)
900,000		218		0.6

(1)	The Inferred Mineral Resources for the San Pedrito project set out in the table above have been estimated by Luismin and audited by Randy V.J. Smallwood, P.Eng., at Wheaton who is a qualified person under NI 43-101.
(2)	Cut-off grades based on total operating cost were $30.50 per tonne.
(3)	All Mineral Resources are diluted.
(4)	The tonnage factor is 2.7 tonnes per cubic metre.
(5)	Cut-off values are calculated at a price of $ 5.50 per troy ounce for silver and $350 per troy ounce for gold.
(6)	Inferred Mineral Resources are not known with the same degree of certainty as Proven and Probable Mineral Reserves and do not have demonstrated economic viability.

     Exploration and development will continue through 2004 with ore hauled over paved public highways approximately 65 road kilometers east to the San Martin mill.

Markets and Contracts

     The gold and silver doré in the form of bullion produced from the mines is shipped to the Johnson Matthey refinery in Salt Lake City, Utah. The terms of the refinery contract provide for return of 99.8% of the gold and silver content with treatment charges of $0.14 per troy ounce of doré and refining charges of $1.00 per troy ounce of gold. Payment is due 20 days following receipt of the bullion at the refinery.

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     The Luismin doré is a clean product with few impurities. In addition to the current refinery used by Luismin, there are numerous other refineries around the world which could be used to process the doré.

Capital Costs

     Capital costs for the Luismin operations have been developed for a ten year operating life that includes mining and processing the Inferred Mineral Resources.

     In addition to the capital costs to sustain the existing operations, there are a series of capital expenditures required to achieve planned increases in production as well as to address environmental deficiencies that have been identified. The capital expenditures planned for the next five years are required for environmental work at all existing operations and expansions of production capacity at Tayoltita and San Martin. Expenditures are also planned to bring the San Pedrito deposit into production to supply ore to the San Martin mill.

Capital Expenditures for Environmental Mitigation and Expansion

     The environmental capital expenditures planned for 2003 to 2006 were primarily for remediation work on existing tailings operations at the four mine sites that was identified by an environmental due diligence review completed by SRK for Wheaton in February 2002. Subsequently, AMEC and Knight Piesold were engaged to do the pertinent studies for the remediation of the safety factor of the tailing dam slopes. The studies were completed and the estimated cost ($11 million) was in line with the original preliminary estimates.

     The remediation work has commenced at San Martin and is 50% complete. Remediation work at San Dimas will start in the second quarter of 2004.

Capital Expenditures for Expansion of Production

     The capital requirements to meet the planned changes and expansions to the operations have been estimated by Luismin. The capital is required to replace the San Antonio milling operations by expanding the existing Tayoltita mill. The Tayoltita mill capacity was planned to increase in 2004 to a total installed capacity of 2,100 tonnes per day from a current capacity of 1,600 tonnes per day. The work plan for 2003 was successfully completed and the rest of the work is progressing on time and within budget, as well as drilling and drifting for the conversion of mineral resources into mineral reserves.

     An increase in mining and milling capacity at San Martin was also planned to bring the plant to 1,200 tonnes per day, including the corresponding mine development and infrastructure. The additional tonnage for the San Martin mill will be supplied from the San Pedrito mine currently in development and will require the ore to be trucked 65 kilometres. The increase in production is planned to start in 2004. Capital expenditures of $7.6 million are budgeted for San Martin over the next five years to expand the capacity from 800 tonnes per day to 1,200 tonnes per day and bring the San Pedrito satellite mine into production.

     During 2003, capital expenditures were $2.7 million in San Dimas and $2.3 million in San Martin for the expansion in the plants. Also an additional $4.7 million was spent for drilling, drifting and infrastucture in transformation of mineral resources into mineral reserves.

Taxes

     Corporations in Mexico are taxed only by the Federal Government. Mexico has a general system for taxing corporate income, ensuring that all of a corporation’s earnings are taxed only once, in the fiscal year in which profits are obtained. There are two federal taxes in Mexico that apply to the Luismin operations; an asset tax and a corporate income tax. Corporations have to pay a federal tax on assets at 1.8% of the average value of assets less certain liabilities. Corporate income tax is credited against this tax. Mexican corporate taxes are calculated based on gross revenue deductions for all refining and smelting charges, direct operating costs, and all head office general and administrative costs; and depreciation deductions. The current corporate tax rate in Mexico is 33% (in 2004), decreasing to 32% in 2005.

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Statutory Profit Sharing

     Under Mexican Federal Labour Law, Luismin has to distribute a 10% annual profit sharing to its employees based on taxable income. The profit sharing is not deductible when calculating corporate tax. Historically, profit sharing has been minimized through the use of contractors rather than employees.

Production Estimates

     The current Luismin mine plan includes Inferred Mineral Resources and an expansion plan to reduce operating costs and increase production. This production forecast extends over a period of ten years and more accurately reflects the return that can be expected for the capital expenditure currently planned. The ten year production schedule requires the inclusion of Inferred Mineral Resources in the latter part of the period. If future operations were to be limited only to the current Proven and Probable Mineral Reserve base, the current capital expenditure plan would be considerably reduced. There is no assurance that the Inferred Mineral Resources will be converted into Mineral Reserves.

     Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. Due to the uncertainty which may attach to Inferred Mineral Resources, there is no assurance that Inferred Mineral Resources will be upgraded to Proven and Probable Mineral Reserves as a result of continued exploration. The ten year production schedule is a preliminary assessment which is preliminary in nature and includes Inferred Mineral Resources that are too speculative geologically to have economic considerations applied to them to enable them to be categorized as Mineral Reserves. There is no certainty that the preliminary assessment will be realized.

     The inclusion of Inferred Mineral Resources in the current Luismin production schedule is supported by the following:

• Production has been sustained from the San Dimas deposits for more than 100 years;

• Luismin has been successfully conducting the mine operations at San Dimas for 25 years;

• Capital investment of approximately $25 million is currently planned by Luismin for a 30% production increase over the next 5 years (2004 to 2008);

• Luismin has successfully demonstrated that there is a high probability that Inferred Mineral Resources will be converted into Mineral Reserves;

• In the main production area at San Dimas, Luismin has been able to achieve a conversion of 91% of the Inferred Mineral Resources into Mineral Reserves;

• In the secondary production area at San Martin, Luismin has been able to achieve a conversion of more than 100% of the Inferred Mineral Resources into Mineral Reserves;

• Luismin operating practice has been to convert Mineral Resources into Mineral Reserves after drifting in the mineralization and completion of sampling and mining of the headings; and

• Due to the combination of ever expanding production requirements, limited access to capital, the well understood geology and economic zone of the mineralization, and the historical success of the operations, Luismin has not supported their mine development and Mineral Reserve definition with a high level of diamond drilling prior to mining. This has resulted in a disproportionate level of Mineral Reserve definition prior to mining.

     The Luismin mines are currently on a significant capital investment program that will consolidate production, upgrade tailings management at all mines and achieve a lower cost structure in the future operations.

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Peak Mine, Australia

Property Description and Location

     The PGM properties, comprised of New Cobar, Chesney, New Occidental, Peak, Perseverance and Stones Tank, are situated in the vicinity of Cobar which is located approximately 700 kilometres west of Sydney, New South Wales, Australia. The PGM properties include a 100% interest in four consolidated mining leases, a mining lease and two contiguous exploration licences. The leases and licenses cover approximately 350 square kilometres surrounding the Peak Mine. In addition, PGM has a 90% beneficial interest in the Cobar West joint venture with Dominion Gold Operations Pty Ltd. and owns or has joint venture interests in tenements covering approximately 500 square kilometres. There is a royalty payable to the State of New South Wales of 3% of gross revenue from the PGM properties.

     Principal mining activities are conducted at the Peak Mine, an underground mine and processing facility. However, actual mining at the Peak deposit ceased in October 2002 and underground mining and development is currently occurring at the New Occidental and Perseverance deposits. Both deposits are accessed by the Peak shaft and utilize the mining and processing infrastructure of the Peak Mine. Surface mining of oxide and sulphide ores recently ceased at the New Cobar deposit, on completion of a small open pit mine. Surface oxide mineralization is also known to exist at the Chesney and Peak deposits. Undeveloped sulphide mineralization occurs at the New Cobar and Chesney deposits and remains at the Peak Mine. A feasibility study for underground mining at New Cobar is currently being completed.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

     The Peak Mine is accessed by a sealed road and regional road access is provided by an all weather highway between Sydney and Adelaide through Cobar. A freight rail service is also available in Cobar. A regional airport services Cobar with regular commercial flights to Dubbo connecting to Sydney. Concentrates are transported by road and rail to ports on the east coast of Australia and subsequently shipped to overseas smelters.

     The Cobar region has a semi-arid climate and receives on average about 352 millimetres of rainfall per year. Temperatures range from an average temperature of 16 degrees Celsius in the winter to 34 degrees Celsius in the summer. There are no permanent waterbodies on the consolidated mining leases. Weather does not significantly affect PGM’s mining operations and mining is conducted year-round.

     The Cobar Water Board supplies untreated water to the Peak Mine via a 130-kilometre dedicated pipeline from the Bogan River west of Nyngan. PGM is entitled to 1,890 million litres per year, although it currently uses on average 300 million litres per year. PGM has agreed to allocate an amount of its entitlement to the Cornish, Scottish and Australian (the “CSA”) copper mine and, as a result, except in certain circumstances, is not allowed to consume more than 1,000 million litres of its water allocation. The Peak Mine itself actually produces some water, which is recycled through the operation. Potable water is pumped from the Cobar Shire Council’s water treatment plant to the site.

     Maximum electricity consumption demand is 8.2 mega volt amps and annual consumption is approximately 56.4 gigawatt hours. Power is provided to the Peak Mine via a 132 kilovolt transmission line to a substation at the Peak Mine where it is converted to 11 kilovolts for use on site or transformed on site to lower voltages. Emergency power is available from two 0.8-megawatt diesel generating units on-site which are owned by PGM.

     The landscape is predominantly flat, composed of sandy plains with minor undulations. Cobar is situated 250 metres above sea level. Vegetation is largely semi-arid low woodland, with minor creeks and rivers (usually dry) lined by taller eucalypt species.

History

     There has been sporadic gold mining in the Cobar district since the 1870s. The district was better known for its copper deposits and was one of Australia’s main sources of copper at the turn of the 20^th century. Numerous

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small gold deposits were discovered in the late 1880s, with the Occidental, New Cobar, Chesney and Peak producing gold in the late 1800s. The greatest period of activity at the Peak Mine was from 1896 to 1911. Most gold mining in the Cobar district ceased by 1920.

     The second phase of sustained mining in the district began in 1935, when New Occidental Gold Mines NL re-opened and operated the Occidental Mine as the New Occidental Mine. The New Cobar (or Fort Bourke) and Chesney mines also re-opened in 1937 and 1943, respectively. Mining again ceased in the district with the closing of the New Occidental Mine in 1952. Between 1935 and 1952, the New Occidental Mine had produced 700,000 ounces of gold.

     Exploration by various companies was conducted through the late 1940s and continues. The Peak Mine deposit was discovered in 1981 and PGM was formed to develop the deposit in 1987. Between 1982 and 1985 a total of 30,840 metres were drilled to delineate the Peak Mine deposit. Production commenced at the Peak Mine in 1992.

     Subsequent exploration and investigations lead to the development of the New Occidental and Perseverance deposits.

     Exploration at the Fort Bourke Hill historic workings, including shallow and deep diamond drilling, was conducted from 1989. Following the temporary loss of access to the Peak Mine shaft in mid-1998, PGM developed a trial open pit mine, the New Cobar mine, in October 1998, that continued until March 1999, extracting approximately 105,000 tonnes of ore. This positive result lead to the mining of the New Cobar open pit which produced in excess of 1,000,000 tonnes of ore prior to completion in February 2004.

     Other exploration targets include the Chesney copper-gold, Gladstone, Dapville and Great Cobar deposits that have been identified through on-going exploration activities in the historic mining district.

Geological Setting

     The PGM deposits are found in the Cobar mineral field, a mining district stretching over a 60 kilometre section of the north-south trending eastern margin of the Cobar Basin.

     The deposits of the Cobar field are characterized by a diversity of metal assemblages, from zinc-lead-silver at the Elura deposit to the north through the copper-zinc-lead-silver CSA deposit immediately north of the town of Cobar, to the copper (Great Cobar and Chesney), copper-gold (New Cobar), gold (New Occidental) and gold-copper-zinc-lead-silver deposits (Peak) south of town. This southern, gold-rich section of the Cobar mineral field is known as the Cobar gold field.

     The Cobar gold field is defined as the 10 kilometre long belt of historical gold mines that extend northwards from the Peak area to the Tharsis workings, immediately north of the township of Cobar. Cobar gold deposits are attractive from the perspective that they tend to be high-grade discrete bodies, which are ideally suited to underground extraction. The gold mineralization typically demonstrates excellent metallurgical recoveries and often yields considerable base metal by-products.

     The deposits of the Cobar gold field are structurally controlled vein deposits and hosted by shear zones. They are typically steeply dipping, cleavage-parallel, generally north plunging lodes of short strike length (100 to 300 metres) and narrow width (less than 20 metres), but extensive down plunge extensions (in excess of 1,000 metres).

Exploration

     The Cobar gold field is a mature mining camp that has been extensively explored for gold near surface. The controls on mineralization are well understood and the location of the two principal controlling structures, the GCF and the Peak Shear are well known.

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     Recent PGM exploration efforts have focused on examining unexplored or under-explored sections of these two faults and are expected to continue to focus on these structures in the near future. The principal method of exploration is by diamond core drilling. Reverse circulation drilling and “down the hole electromagnetic surveys” in conjunction with induced polarization surveys may be used in near surface oxidized mineralization. PGM currently plans for exploration and evaluation expenditures of Australian $3.8 million in 2004, of which Australian $2.7 million will be spent on drilling.

     PGM staff conduct all exploration programs on the PGM leases. Such exploration programs may include the use of drilling or geophysical contractors, but such work is supervised by PGM employees. In 2003, PGM secured a joint lease agreement over the Rookery South tenements.

Mineralization

     The mineralization is typically associated with extensive silicification, chlorite alteration and a gangue mineralogy dominated by pyrrhotite, pyrite and to a lesser extent, magnetite. The Cobar gold deposits are steeply dipping pipe-like bodies with short surface dimensions but considerable vertical extent. Mineralization occurs within high strain zones and is localized in zones of dilation that typically form around flexures in the shears caused by lithological competency contrasts. Base metal mineralization is present along most of the shear systems within the Cobar gold field, and in places attains economic significance. The gold mineralization, in contrast, occurs in very discrete high-grade bodies focused in the zones of maximum dilation.

Drilling

     PGM’s current standard practice is to drill exploration diamond drill holes with HQ, stepping down to NQ/NQ2 core at between 100 and 300 metres depth or when drilling problems are encountered. Delineation drilling of stope blocks for upgrading to Measured Mineral Resources is performed with LTK48-sized core. The sample volume of 1 metre of full LTK48 core is very close to the volume of 1 metre of half NQ core thereby minimizing change of support issues for resource estimation using both sample types.

     Reverse circulation drilling is conducted with 130 to 140 millimetres face-sampling bits to minimize contamination from material in the drill hole walls. Reverse circulation drilling samples are collected by a cyclone operated by the crew of the rig and a representative selection of chips is set aside for later logging by the geologist. Drill cuttings are split directly upon exiting the cyclone.

     Surface drill data available for the Mineral Resource estimate at the New Cobar Mine were acquired in 16 discrete drill programs completed between 1973 and 1997. Of the holes drilled, 444 were selected for use in the Mineral Resource estimate. In 1996 and 1997, a deeper diamond drill program was completed in order to evaluate the sulphide mineralization at the New Cobar Mine.

     During the last period of production at the Chesney deposit, underground diamond drill holes began to be used for grade control. Several programs of surface drilling have been conducted at the prospect with a plan to conduct a drill program from surface in April 2004. In all, six holes are planned to a depth of approximately 350 metres. The oxide mineralization on the property has been drill tested to approximately 100 metres below surface using 100 face-sampling reverse circulation drill holes and 47 percussion drill holes. In addition, several HQ/NQ-sized diamond drill holes tested the deposit at deeper levels below the water table. This drilling was completed in five different drill programs between 1987 and 1996. Of the holes drilled, 147 were selected for use in the Mineral Resource estimate. The unoxidized mineralization at Chesney has been drill tested at approximately 450 metres below surface by nine NQ2 diameter diamond drill holes. Several of the other HQ/NQ diameter diamond drill holes have tested the deposit between 200 to 500 metres below surface. In addition, 16 AX and EX underground diamond core holes were drilled from the lowest level of the mine (270 metres below surface). All 26 of these holes have been used to estimate the tonnage and grade of the mineralized system immediately below the workings.

     New Occidental Mineral Resource estimates are based on 371 drill holes from drilling campaigns between 1945 and 2002.

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     Four drilling campaigns were completed in the Peak Mine area between 1997 and 2000, plus a sporadic series of diamond drill holes between 1948 and 1995. The results of 80 drill holes from such programs were used in the Peak oxide resource estimates. The reverse circulation drill programs were sampled every 2 metres and the diamond drill core was sampled on various intervals of less than 2 metres. The underground mine at Peak was in operation from 1992 to 2002. It has a very large and extensive database of exploration and delineation drill holes, underground mapping, muck sampling and production reconciliation data from which to estimate and reconcile a resource. Since the last Mineral Resource estimate all new holes have been drilled using underground drills, LTK48-sized core and whole-core sampling. These are the same drill rigs as currently being used at New Occidental and Perseverance.

     Almost all underground drilling at the Perseverance deposit was completed using HQ, NQ/NQ2 and LTK48-sized drilling equipment, except for a few wedged holes which were completed using heavy duty CHD-series drill rods. HQ-sized equipment was used to establish collars and complete up to 300 metres of parent hole to facilitate off-hole wedging and directional drilling. LTK48 core was used to assess the upper margin of Zone A. Zones B, C and D are drilled much more sparsely. The results of 132 drill holes were used in the Perseverance Mineral Resource estimates.

Sampling and Analysis

Reverse Circulation Samples

     Reverse circulation drilling samples are collected by a cyclone operated by the crew of the rig and a representative selection of chips is set aside for later logging by the geologist. Drill cuttings are split directly upon exiting the cyclone.

     PGM has recently used face-sampling hammers to minimize sample contamination from drill hole walls and riffle splitters to reduce samples in the field to a size small enough to be pulverized in an LM5 mill without having to resplit/recombine.

     Sampling strategies are devised for individual projects depending on requirements. The sampled intervals can be 1, 2 or 4-metre composites depending on the accuracy required. One-metre samples are retained to allow more detailed analyses at a later date.

Core Samples

     Sample intervals are selected and sample numbers issued by the geologist during logging to cover all potentially mineralized intersections. The decision to sample is based on the presence of significant quartz veining, alteration mineralogy (usually silicification) and/or sulphides. Sample intervals are generally laid out every 1 metre through the mineralized zone, although lesser lengths may be used if a sharp mineralization contact is reached before the end of the last full-metre sample in a zone. Not all core in the hanging wall or footwall, typically consisting of barren Great Cobar Slate or Chesney Formation, is analysed.

     One-metre long samples are taken from half HQ/NQ or whole LTK48 core. HQ/NQ samples are split with a saw, cutting the core at right angles to cleavage, and half of the core is retained on site for future reference. (The volume of these two sample types is very similar so that support issues remain the same for resource estimation). Unsampled mine production core from delineation drilling is discarded. Samples are bagged and collected and blank and standard samples inserted into the numbering stream.

     Samples are then packaged for shipment to the laboratory. PGM assays all of its drill core samples at outside commercial laboratories. The onsite mine laboratory is used only for process control and underground muck samples.

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Sample Quality

     Core recovery has generally been very high and is not considered to be causing any difficulties with sample representivity. Reverse circulation drilling recoveries are generally good with local problems near old mine openings and some open fractures in the ground. The location of areas with recovery problems is known and can be plotted.

     PGM has chosen to use a relatively large drill core size in order to minimize known problems with sampling of small high-grade shoots within the deposits. The drill case size appears to affect the estimation of contained gold within the shoots since mill head grades from these areas have historically been somewhat higher than the ore reserve estimates.

     PGM uses outside assay laboratories for all core and reverse circulation chip analysis, whether for exploration or delineation drilling results. All core is analysed for gold, copper, lead, zinc and silver. Other elements may be assayed for depending on the deposit. PGM uses both Analabs and ALS, both registered with the National Association of Testing Authorities in Australia, for contract analytical work and different drill programs or exploration projects will be given to either laboratory. Since 1996, PGM has completed regular checks of assay laboratories and submitted analytical blanks with samples.

     PGM has prepared safety diagrams to check the sample reduction and comminution steps during sample preparation to ensure that representative subsamples are maintained at all stages.

     PGM uses a quality control and checking system to validate the precision and accuracy of the gold and, to a lesser extent, copper assays, and to monitor cleanliness in sample preparation. The quality control system consists of standards, blanks, repeats, pulp duplicates, screen fire assays, inter- laboratory check assaying and inter-laboratory check screen fire assaying.

     Data validation protocols are built into the date-entry system used by PGM.

Security of Samples

     Core is logged and sampled, and half cores are stored, in a fenced and locked yard behind the main gate at the Peak Mine. The main gate is manned by security personnel 24 hours a day and access to the yard is limited to authorized exploration and mine geology personnel. Samples are collected and shipped to commercial assay laboratories from this location. Sample pulps and field splits of reverse circulation samples are also stored in secure facilities.

Ore Reserves and Mineral Resources

     Ore Reserves and Mineral Resources are estimated using the JORC Code. See “Technical Information –JORC Code Definitions” for JORC Code definitions.

     The following table sets forth the estimated Ore Reserves for the Peak Mine as at December 31, 2003:

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Proved and Probable Ore Reserves^(1)(2)(3)

				Grade				Contained Metal
Deposit	Category	Tonnes		Gold		Copper		Gold		Copper
				(grams per tonne)		(%)		(ounces)		(tonnes)
New Occidental	Proved		—		—		—		—		—
	Probable		1,040,000		7.37		0.14		245,000		1,450
	Total		1,040,000		7.37		0.14		245,000		1,450
Perseverance (Zone A)	Proved		—		—		—		—		—
	Probable		510,000		8.03		1.13		130,000		6,700
	Total		510,000		8.03		1.13		130,000		6,700
New Cobar (underground)	Proved		—		—		—		—		—
	Probable		240,000		5.64		0.57		43,000		1,500
	Total		240,000		5.64		0.57		43,000		1,500
Pit and Stockpiles	Proved		570,000		3.82		0.53		70,000		3,000
	Probable		—		—		—		—		—
	Total		570,000		3.82		0.53		70,000		3,000
Total	Proved		570,000		3.82		0.53		70,000		3,020
	Probable		1,780,000		7.33		0.54		419,000		9,530
	Total		2,350,000		6.48		054		489,000		12,540

(1)	The Ore Reserves for the Peak Mine deposits set out in the table above have been estimated by R. Cooper at PGM who is a competent person under the JORC Code. The Ore Reserves are classified as Proved and Probable, and are based on the JORC Code.
(2)	The Ore Reserves were estimated using either a two-dimensional kriging method or a three-dimensional kriging method, constrained by geological and grade domains.
(3)	The following table sets forth the recovery and dilution factors applied to the Mineral Resource estimates by property:

Deposit	Recovery		Dilution	Cut-Off Grade
	(%)		(%)	(grams per tonne gold)
New Occidental		95	Various (15-40%)		4.8
Perseverance		95	Various (15-40%)		4.8
New Cobar		98	Various (15-40%)	1.24 – 1.51 dependent on ore type

     The following table sets forth the estimated Mineral Resources for the Peak Mine as at December 31, 2003:

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Measured, Indicated and Inferred Mineral Resources^(1)(2)(3)(4)
(excluding Proved and Probable Ore Reserves)

				Grade
Deposit	Category	Tonnes		Gold		Copper
				(grams per tonne)		(%)
New Occidental	Measured		30,000		9.48		0.16
	Indicated		140,000		7.60		0.17
	Inferred		550,000		7.6		0.15
Peak Mine (including oxide)	Measured		3,000		7.90		0.40
	Indicated		40,000		8.87		0.66
	Inferred		50,000		9.0		0.84
Perseverance	Measured		80,000		7.45		1.53
	Indicated		70,000		6.27		1.15
	Inferred		1,400,000		11.7		0.65
New Cobar (near surface)	Measured		—		—		—
	Indicated		—		—		—
	Inferred		—		—		—
New Cobar (sulphide)	Measured		—		—		—
	Indicated		100,000		5.56		0.70
	Inferred		460,000		7.2		0.56
Chesney (near surface)	Measured		450,000		0.96		1.23
	Indicated		130,000		1.16		0.90
	Inferred		—		—		—
Chesney (sulphide)	Measured		—		—		—
	Indicated		—		—		—
	Inferred		800,000		4.0		3.2
Total	Measured		560,000		2.33		1.22
	Indicated		480,000		5.38		0.67
	Measured + Indicated		1,040,000		3.73		0.96
	Inferred		3,200,000		8.4		1.2

(1)	The Mineral Resources for the Peak Mine deposits set out in the table above have been estimated by D. Keough and R. Berthelsen at PGM who are each competent persons under the JORC Code. The Mineral Resources are classified as Measured, Indicated and Inferred, and are based on the JORC Code.
(2)	The Mineral Resources were estimated using two-dimensional and three-dimensional ordinary kriged block models, constrained by geological and grade domains.
(3)	Included in the Mineral Resources are portions of Ore Reserve stope outlines which have been classified as an Inferred Mineral Resource and mineralized material above the deposit/zone cut-off grade, with adequate continuity, in areas where mining may be possible but has not yet been demonstrated to be economic. Excluded from the Identified Mineral Resources are mined material and material unlikely to be converted to reserve status for engineering or technical reasons and remnant stope pillars, skins and other material sterilized as a result of mining as well as discontinuous mineralization.
(4)	Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.

          In late 2002, an independent consultant to PGM completed a scoping study to assess the economic viability of an underground operation at New Cobar to access the deeper mineralization. Since then, an infill drilling program at New Cobar has been undertaken to increase confidence in the resource, the results of which are currently being used in the feasibility study on the New Cobar underground deposit.

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Mineral Processing and Metallurgical Testing

     The original and now depleted Peak ore zones are characterized generally as high copper, with high gold recovery; high gravity recoverable gold; and high sulphide, with lower gold recovery requiring longer leach time.

     The New Cobar open pit ore processed to date is a combination of sulphide and oxide copper and gold mineralization. Testing indicates gold recovery of over 93% from cyanide leaching. Although it will continue to be processed by blending with other ore, it is planned that stockpile ores will be processed over time until 2010. During 2004, sulphide ore will be processed in addition to the oxide. Testing indicates total gold recovery of 95% in copper concentrate and from cyanide leaching.

     The New Occidental ore, which constitutes approximately 60% of the process feed during the 2004 to 2010 plan period, has been subjected to a comprehensive testing program that commenced in 1996 with initial mineralogical studies. This testing program confirmed the benefit of finer grinding to 80% passing 53 microns and extending the leach time from the current 22 hours to 48 hours. Analysis of performance through the circuit suggests fine grinding to only 75 microns is required if the flotation circuit is operating. The performance to date suggests a recovery around 87%.

     Drill core samples from Perseverance have also been subjected to a comprehensive programme of mineralogical examination and testing using PGM’s site specific laboratory procedure and other procedures. In addition to testing of Perseverance alone, testing was also conducted on blends with New Occidental ore at the finer grind required for the latter. The testing showed that Perseverance ore is similar to the high copper Peak ore, with gold recovery of over 94% using Peak conditions and copper recovery of over 65% to a good quality concentrate. Blending was found to be of benefit to total gold recovery, despite lower gravity recovery with the fine grind required for New Occidental ore, because of a fine-grained gold component in the Perseverance ore and recovery of the New Occidental refractory gold to the copper concentrate.

Mining Operations

     Mine production operations are located in two distinct underground zones, with ore stockpiled from the recently completed open pit operation at New Cobar. Current mining is from zones which are contiguous to, or nearby, earlier mined out areas. The two underground operations are known as New Occidental and Perseverance. Production operations have been underway at New Occidental since December 2001, while development commenced at Perseverance in October 2002 with production commencing in July 2003. The New Cobar open pit mine was completed in February 2004, with the mined ore stockpiled for subsequent treatment.

     The New Occidental and Perseverance orebodies are accessed from the Peak Mine infrastructure which allows 40 and 45-tonne truck haulage from the two zones to the Peak Mine crushing and hoisting infrastructure. Ore from New Occidental and Perseverance is hauled to the Peak Mine crushing station, where a Jaques jaw crusher is installed. Crushed ore is loaded into the 10-tonne skip and hoisted to the surface, where it is stockpiled for milling. The Peak Mine infrastructure includes a 5.3-metre diameter concrete-lined shaft to a depth of 740 metres. The hoisting system is designed to provide capacity in excess of 600,000 tonnes per year. The main winder is a ground-mounted, friction winder running a single 10-tonne pay load skip, counterweighted by a 30-man cage connected by four 28-millimetre head ropes and two 40-millimetre tail ropes. The auxiliary winder is a ground-mounted, single drum winder hoisting a double deck, six-man cage, on fixed guides, in a bratticed compartment in the shaft. Like the main cage, the auxiliary winder can be operated in automatic, semi-automatic and manual modes.

     The New Occidental and Perseverance zones operate on the same shift roster, namely, two 12 hour shifts per day, 365 days per year. The workforce undertaking the New Occidental and Perseverance mining operations has transferred from the Peak Mine as production from the Peak Mine decreased. Contractors carry out the ramp and access development in the Perseverance orebody in advance of the mine production operations.

     Recently completed drilling has identified significant down-dip extensions to the New Occidental Perseverance and Peak orebodies. Study work is planned to determine the feasibility of further mining in these areas. The opportunity to mine remnant ore around the original Peak Mine is also being examined.

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New Occidental

     A 3.2 kilometre long, 5 metres wide by 4.5 metres high haulage drive developed north from the Peak Mine connects the base of the New Occidental mine to the Peak workings. Mining of the New Occidental commenced at the bottom of the then known resource and is progressing up towards the historic New Occidental mine workings. These workings were dewatered from the surface via the original mine’s shaft. The New Occidental operations consist of large size development headings, nominally 5 metres wide by 5.2 metres high, but can be wider to allow the full width of the orebody to be mined out (up to a maximum width of 6.5 metres). A development is located in the hangingwall sandstones. Development utilizes Twin-boom Tamrock Minimatic electro-hydraulic jumbos, with stope drilling carried out by an Atlas Copco Simba M4C rig. Ore loading utilizes Elphinstone, 7 cubic metre, loaders with truck haulage, via the internal ramp and the decline, to the crusher at the Peak Mine shaft. The loaders are equipped with tele-remote control capability to permit access into stopes, for recovery of broken ore under unsupported openings.

     The feasibility study for New Occidental was based on a required production of 450,000 tonnes per year. Given the relatively small size of the orebody and, hence, the available tonnes per vertical metre, the rate of vertical extraction is high. This, in turn, imposes the challenge of ensuring that development is maintained sufficiently far ahead of stoping to permit the orderly sequence of in-fill exploration drilling, detailed definition drilling, stope planning and blast-hole drilling.

Perseverance

     Four zones of mineralization have been identified within the Perseverance system. The zone which is the closest to the Peak Mine (Zone A) has the highest density of drilling and level of geologic understanding and is the zone currently being mined. Zones B and D are the subject of mining studies with access to these areas currently being developed.

     Mining methods, similar to those used at New Occidental, are proposed for Perseverance. A geotechnical assessment was carried out by consultants, Barrett Fuller & Partners, in order to advise on pillar sizes and stope spans, etc. Mine plans call for production from a depth of approximately 850 metres below surface to approximately 1,060 metres below surface. The stoping sequence is planned from bottom to top, with a crown pillar of 12 metres separating two zones of mining, from which production can be achieved concurrently. Stoping production is expected to commence in October 2003 and to continue until 2007. Estimates of mining cost are based on historical Peak Mine costs adjusted to suit depth, location and geological and geotechnical conditions.

New Cobar

     The New Cobar open pit operation extracted the near surface remnant ore of the now closed New Cobar underground operation. Mining of the pit was completed in March 2004, with some 560,000 tonnes of sulphide, partially oxidized and oxide ore stockpiled, for blending with underground ore, and processed over the current life of the mine.

     A feasibility study for the New Cobar underground is due to be completed in May 2004. Development of the new underground will involve a decline developed from within the open pit. Mining methods similar to those used at New Occidental and Perseverance are proposed for New Cobar. Mine plans call for production to commence below the historic underground workings (approximately 200 metres below the surface) to a depth of approximately 600 metres. The opportunity to access the Chesney underground resource from New Cobar is also being investigated. Stoping is expected to commence in June 2005 and continue until 2010. Estimates of mining cost are based on historical Perseverance and New Occidental mine costs adjusted to suit depth, location and geological and geotechnical conditions.

Milling Operations

     The original flexible process design required by the variability of the Peak Mine ore zones, consisting of SAG milling, gravity, sulphide flotation, cyanide leaching, carbon in leach adsorption, electrowinning and bullion production, has facilitated the introduction of new ore sources with different mineralogical and metallurgical

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characteristics. The original plant capacity of 450,000 tonnes per year was increased incrementally through improvements in bottlenecks and maintenance to 560,000 tonnes per year of hard sulphide ore. The production criteria for the following years is to increase throughput to at least 650,000 tonnes per year, 365 days per year, 24 hours per day and 96% utilisation, on a blend of hard sulphide ore, softer oxide and partially oxidised ore.

     Ore is crushed underground to a nominal top size of 150 millimetres and is delivered to a 6,000 tonne live capacity stockpile. Three reciprocating plate feeders deliver ore to the SAG mill feed conveyor from the stockpile. A separate bin equipped with a static grizzly and a reciprocating plate feeder delivers New Cobar ore to the SAG mill feed conveyor. The bin is fed by front-end loader from a stockpile of trucked ore.

     Gold and silver are recovered in a gravity circuit with Knelson concentrators, then concentrated in the gold room with shaking tables followed by an acid digest to remove unwanted sulphide and then smelted in a gas fired furnace to produce gold doré bars.

     Gold, silver and copper are also recovered as a copper concentrate in a column flotations circuit. The flotation concentrate is thickened, dewatered and stockpiled prior to transporting to the smelter.

     The third method of gold and silver recovery is with cyanidation in a tank leach circuit. The flotation tailings are pumped to a series of two leach tanks and seven absorption tanks. Cyanide and activated carbon are used to recover the gold and silver. A solution of heated caustic cyanide is used in the stripping circuit to recover the gold and silver from the carbon. An electrowinning circuit in the gold room recovers the gold and silver from the strip circuit solution. The resulting sludge is smelted into gold doré bars.

     Leach tailings are pumped to a thickener. High-density thickener underflow is pumped to a central discharge tailings storage facility. Water is reclaimed from the thickener overflow and reused within the process.

Markets and Contracts

     Copper concentrate is sold under contract to Glencore International AB. The contract is for all concentrate produced and expires in June 2004. A new contract is currently being negotiated. Annual production is estimated at 18,000 DMT grading 18% copper and 59 grams of gold per tonne. Penalty elements include bismuth, lead and zinc.

     Doré bullion is refined under contract by the Perth Mint.

Environmental Considerations

     Enesar Consulting Pty Ltd. (formerly NSR Consultants Pty Ltd.) conducted independent environmental audits of the PGM tenements in June 2002 and April 2004. No high ranking environmental issues were identified during the audits. PGM operated within the statutory conditions of its operating licences and achieved complete compliance for the period through April 2004, except for a one-time noise exceedance in 2002. PGM is using the standard ISO 14001 as a guideline for its environmental health and safety management system.

     PGM has a responsibility under state law to reclaim the environmental impacts of historic mining as well as current mining activities on its leases. PGM contracted NSR Environmental Consultants Pty Ltd. in 2000 to prepare an updated conceptual closure plan for the PGM tenements to ensure that PGM has sufficient planning and financial provision available. Ten sites of historic mining and exploration activities and four locations of current and proposed mining activities requiring rehabilitation were identified. Reclamation, particularly of the historic areas on the PGM tenements, has been on-going in recent years, and revegetation trials have been initiated. Reclamation work at the historic sites has included backfilling and fencing shafts, donation and relocation of historic equipment, reshaping waste rock and tailings areas to control stormwater runoff and erosion, and removing rubbish.

     It was recognized by PGM that localized acid mine drainage is a potential issue at Queen Bee, and PGM has completed rehabilitation to address this issue. Sulfide waste rock from the New Cobar mines is segregated for either backfilling in the underground mines or encapsulated in the waste rock dump. Cover trials for reclamation of the tailings dam are ongoing and closure costs were updated in 2003 to reflect the results of the trials to date. Given

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the semi-arid climate of Cobar, acid mine drainage is not expected to pose a significant burden. Additional costs may, or may not, be required once additional studies and the requirements for closure are better understood.

     PGM estimated the future cost for closure to be $5.875 million as at December 31, 2003. PGM has a bank guarantee in favour of the Minister of Mineral Resources (New South Wales) in an amount of $4.576 million.

Capital Costs

     Since 1999, capital has been, and continues to be expended, on the development of the New Occidental zone and the Perseverance zone. There is currently a feasibility study investigating the development of the New Cobar Underground project.

     In the PGM life-of-mine plan, projections are made for future capital expenditures from 2004 to 2008. The development costs are incurred and expensed under an operating account, some of which is capitalized. Other items of capital in this expenditure include underground fans and ducting, underground mobile equipment and on-going replacement capital.

Taxes

     Both New South Wales state and Australian federal tax are levied on the proceeds from the PGM operations. Federal income tax, after appropriate eligible deductions, is imposed at 30%, while New South Wales state tax effectively is a mining royalty set at approximately 3% of gross revenue, before treatment charges and all other costs. Payroll tax of approximately 6% is incurred on the payroll.

Production Estimates

     The PGM operation is expected to draw the majority of its economic value from the sale of gold in doré bullion. In addition, a concentrate containing copper, gold and silver will be produced for sale. Most of the production is derived from ore mined at the underground operation from the New Occidental and Perseverance zones which is supplemented by relatively large open cut stockpile material. The total scheduled ore to be mined and processed, and the gold and copper output, are approximately 3.3 million tonnes, approximately 710,000 ounces of gold and approximately 27.4 million pounds of copper, respectively, over a period of approximately five years. Production in 2004 is expected to be approximately 128,000 ounces of gold and approximately 4.2 million pounds of copper.

Los Filos Project, Mexico

Property Description and Location

     The Los Filos Project is located in the Nukay mining district of central Guerrero State, approximately 230 kilometres south of Mexico City. This district hosts the Nukay, Aguita and Subida mines. The Los Filos property lies within the southern part of the Morelos National Mineral Reserve (Morelos Sur) which covers a total area of 47,600 hectares and is controlled by the Consejo Recursos Minerales (“CRM”), an agency of the government of Mexico. The Los Filos Project lies within the Nuteck concessions, which consist of five concessions totalling approximately 450 hectares.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

     The Los Filos Project is located in the Sierra Madre del Sur physiographic province of southern Mexico. The property is accessible from Highway 95, a major, paved route between Mexico City and Acapulco. At the village of Mezcala on Highway 95, a 12-kilometre dirt road leads southwest to Los Filos. Driving time from Mexico City is approximately three hours.

     The Nukay district is served by hydroelectric power from the Caracol dam on the Balsas river. There is a network of local roads. The principal centre of population is Mezcala. International airports are located at Mexico

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City and Acapulco and there are a number of regional airports, principally serving the southern Pacific coast. Potable water is available from local springs and wells.

     The state capital of Guerrero is Chilpacingo de los Bravos, approximately 40 kilometres south of Nukay. Guerrero is mountainous except for the southeastern coastal strip. The Río de las Balsas is the principal river in the state, and is crossed by Highway 95 close to Mezcala. The mountain regions are relatively dry and temperate. Average high temperatures range between 21 degrees Centigrade in December and January and 27 degrees Celsius in April and May. Average low temperatures vary between 7 degrees Celsius in December through February and 13 degrees Celsius in June. The wettest months are June through September, with average precipitation of 140 to 160 millimetres. Precipitation in the winter months is around 10 millimetres.

     Mezcala lies at an altitude of 500 metres. The topography is rugged and the relief reaches 2,000 metres to the west of Mezcala. Valley slopes are steep and covered with hardwood forest while the valley bottoms are generally farmed.

History

     Most of the early exploration and mining activity in this area was focused on the neighbouring Nukay claim prior to the discovery of the Los Filos Project in 1995. For further details of the history of the Nukay mines, see “Narrative Description of the Business — Nukay Mines, Mexico — History”.

     The Los Filos area was only subject to sporadic prospecting through the twentieth century until Teck Corporation (“Teck”) became interested in the Nukay area in 1993 and completed an agreement (the “Nukay Agreement”) with Minera Miral S.A. de C.V. (“Minera Miral”) which was in the process of buying out the owners of Minera Nukay, S.A. de C.V. (“Minera Nukay”). Minera Nuteck was formed by Teck to hold the Nuteck properties.

     Minera Nuteck conducted a regional exploration and drilling campaign around the neighbouring Nukay operations, focusing on the potential for mineralized skarns around the targets. The discovery hole for the Los Filos deposit was drilled in August 1995.

     Work in 1996 focused on the delineation of the Los Filos and Pedregal prospects which were subsequently found to be one continuous deposit. In 1997, delineation drilling at Los Filos continued. Scoping studies and metallurgical testwork were undertaken by Teck in the period between 1998 and 2002.

Geological Setting

     The Los Filos Project is located in the Morelos-Guerrero Basin in southern Mexico. The roughly circular basin is occupied by a thick sequence of Mesozoic platform carbonate sediments comprising the Morelos, Cuautla and Mezcala Formations, and has been intruded by a number of granitoid bodies.

     Gold, silver and base metal mineralization is spatially and temporally related to the emplacement of early Tertiary porphyritic diorites, tonalites and granodiorites into the upper Cretaceous carbonate sequence.

Regional Geology

     The carbonate sequence of the Morelos-Guerrero Basin is underlain by Precambrian and Paleozoic basement rocks. The majority of the metallic mineralization (gold and massive sulphide) is hosted by the Morelos Formation which is a Cretaceous-age medium-bedded to massive fossiliferous limestone up to 900 metres thick. The Cuautla and Mezcala Formations are made up of shales and thin-bedded limestones. The Cretaceous rocks and granitoid intrusions are unconformably overlain by a sequence of intermediate volcanic rocks and alluvial sediments (red sandstones and conglomerates) of similar age.

     Gold, silver and base metal mineralization in the Nukay area is spatially and temporally related to the emplacement of early Tertiary porphyritic diorites, tonalites and granodiorites into the carbonate sequence of the upper Cretaceous Morelos Formation. Mineralization is either hosted by, or spatially associated with, marble formed

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during contact metamorphism of the carbonates. Massive magnetite, hematite, goethite and jasperoidal silica, with minor associated pyrite, pyrrhotite, chalcopyrite and native gold typically occur in the veins and metasomatic replacement bodies that developed at the contacts between the platform carbonates and intrusives.

     The Nukay area lies along the crest of an antiform or uplifted ridge, 6 to 8 kilometres wide and trending north-northeast. The age and genesis of the anticlinal feature has not been established but is believed to be related to compressional forces during the late Cretaceous Laramide orogenic event.

     Regional mineralization styles comprise the skarn-hosted and epithermal precious metal deposits and volcanogenic massive sulphides. In Guerrero, these occur as two adjacent arcuate belts, with the gold belt lying to the east and on the concave margin of the massive sulphide belt. Both are approximately 30 kilometres wide and over 100 kilometres long, from northwest to southeast, between Mochitlán and Telolapan. Skarnhosted and epithermal precious metal deposits include Todos Santos, Nukay, Bermejal and Mochitlán. Volcanogenic massive sulphide deposits (gold-silver-lead-zinc-copper) include Campo Seco, Farallon and Rey de Plata.

Local Geology

     In the Los Filos area, mineralization is associated with two diorite to granodiorite stocks that were emplaced in carbonate rocks of the upper Cretaceous Morelos Formation. The stocks, known as East and West, are early Tertiary in age and resulted in high temperature calc-silicate and oxide metasomatic alteration (skarn) assemblages that were followed by distinct meso- to epithermal alteration. The Los Filos deposit formed along the north, east and southern margins of the East stock that geologic evidence and argon dating have indicated is slightly older than the West stock.

     The differing morphology of the East and West Nukay stocks is believed to reflect different structural controls during emplacement. The exposure of the West stock is roughly circular and about 1.3 kilometres in diameter. The East stock is elongate in a north-south direction. It is about 1.4 kilometres long and 0.5 to 0.7 kilometres wide in the south but in the north, a western lobe extends for 1 kilometre in a west-southwest to east-northeast direction.

     Marble beds consistently dip away from the margins of the East stock, indicating that the diorite was emplaced during active doming of the Morelos Formation. In contrast, the West stock generally has steep-sided, simple contacts and does not show any sill-like extensions, suggesting that it was passively emplaced during a period of tectonic quiescence.

     The East stock comprises three distinct intrusive phases: early quenched diorite; granodiorite; and late beta-quartz granodiorite, i.e., granodiorite with 7% or more beta-quartz phenocrysts.

     Quenched diorite forms an annular sill along the east half of the stock that dips radially away from the contacts. Along radial cross-sections, the sill exhibits a crude sygmoidal morphology that indicates emplacement along sub-horizontal extensional shear couples which developed during stock emplacement and doming of wall rock carbonates. The diorite cooled extremely rapidly as shown by spherulitic devitrification and cherty groundmass textures. The lack of exoskarn development along sill contacts also indicates rapid cooling. In contrast, endoskarn alteration developed strongly throughout the sill, resulting in hard, brittle rock which readily fractured and brecciated during subsequent structural movement. No significant gold mineralization was introduced during the emplacement and endoskarn alteration of the diorite.

     The main East stock was intruded and crystallized as granodiorite, subsequent to emplacement of the sill. Within and peripheral to the principal stock contacts, strong subhorizontal shearing during crystallization allowed the formation of similarly subhorizontal sill-like bodies of beta-quartz (i.e., quartz enriched) granodiorite. The leading edges of the beta-quartz sills appear to have aggressively assimilated carbonate wall rocks. The dominant alteration associated with beta-quartz granodiorite is magmatichydrothermal quartz and/or orthoclase veining. The intensity and spatial distribution suggest that these rocks were the primary source of gold mineralizing hydrothermal fluids.

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     The diorite phase which hosts the Los Filos deposit in the East stock is absent in the West stock. Granodiorite and beta-quartz granodiorite phases are both present in the West stock. Faulting in the West stock includes local contact-related and low-angle fractures and some high-angle faults, but very little of the pervasive low-angle structures that host the distinctive alteration of the East stock. Thus, the West stock appears to be dominated by simple, steep sided contacts with structural control inferred to be from a few highangle, west-northwest and north-northeast trending zones.

     The West stock is believed to have intruded rocks already affected by intrusion of the East stock. As a result, the already warmed host rocks allowed a greater degree of contact skarn alteration and prolonged fluid interaction due to slower cooling.

     Extensive karst formation has resulted in numerous caverns and sinkholes. Typically, a mantle of caliche up to 10 metres thick has developed on the carbonate rocks at surface.

     The majority of mineralization at Los Filos is hosted within the highly fractured to brecciated diorite sill. The beta-quartz granodiorites are believed to be the source of this mineralization.

     Alteration associated with mineralization is extremely varied and ranges from high temperature metasomatic to lower temperature epithermal alteration. The most characteristic and prevalent alteration types, however, are hosted by both beta-quartz granodiorite and diorite sill rocks as follows: orthoclase mantling, flooding and veining; quartz flooding and veining; calcite veining; sericite, illite, smectite, kaolinite alteration; sulphide mineralization, i.e., pyrite, chalcopyrite, arsenopyrite, bismuth minerals, tetradymite; and hypogene iron oxides, i.e., hematite-specularite, goethite.

     There is a distinct mineralogic zonation across the Los Filos deposit: quartz veining is relatively dominant within or adjacent to beta-quartz granodiorites, i.e., the “proximal” part of the mineralized system; a transition zone in which quartz veining decreases sharply, while sulphide and calcite-quartz veining increases; calcite veining is dominant towards the far edges of the diorite sill, i.e., the “distal” part of the system.

     Gold grades peak in the transition zone and coincide with the dominance of pure sulphide veins.

Exploration

     Fully documented exploration on the Los Filos gold deposits dates from the early-1990s.

     An initial due diligence program was undertaken by Teck in 1993 in order to confirm the resource potential of the Nukay deposit. The Nukay pit was mapped, outlying prospects examined and 1,970 metres of RC rotary drilling was completed in 19 holes.

     In 1994, initial drilling activities focused on the Nukay skarn deposit and Teck completed districtwide geologic mapping and sampling, lithogeochemical and magnetometer surveys, detailed prospect evaluations and a total of 14,511 metres of RC rotary drilling in 84 holes on the Nukay deposit, the Subida prospect and the Aguita prospect and on various other targets on the property.

     Drilling of a magnetic anomaly on Mag Ridge to test for a Nukay-style iron-skarn body encountered significant thickness of mineralization in oxidized, altered intrusive rock below the marble contact. Two drill holes resulted in the recognition of a new style of mineralization with the potential for large tonnage, bulk-mineable deposits.

     A 1995 program consisted of district-wide geologic mapping, grid lithogeochemical sampling, a time-domain electromagnetic (TEM) survey, road-cut mapping and sampling and the drilling of 19,128 metres in 90 holes. Exploration holes were drilled on several promising targets, including the Crestón Rojo, Pedregal and Los Filos prospects and were followed by wide-spaced drilling around the successful prospect holes. Delineation drilling continued on the Pedregal zone which became part of the Los Filos deposit.

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     During 1996, work was focused on the exploration and delineation of the Los Filos and Pedregal prospects that were found to be two portions of one continuous deposit. A total of 156 RC rotary and 44 core holes was completed on a grid 1,200 metres long and 350 metres wide. Extensive mapping, sampling, density measurements and metallurgical testing were also completed on the Los Filos deposit.

     In 1997, delineation drilling continued on the Los Filos deposit, for a total of 29,219 metres in 133 RC rotary holes. This drilling extended the area of known mineralization to the northwest and southwest. The 35-metre drilling grid covered an area of 1,400 metres by 400 metres. In 1997, metallurgical bottle-roll tests and column tests on low- and medium-grade core samples were carried out. Klohn-Crippen was retained to complete a preliminary geotechnical assessment of the project.

     The exploration phase of work on the Los Filos deposit was essentially completed in March 1998.

     In 1997, a scoping level study was completed on Los Filos by Teck, based on data available at the end of 1996. In 1998, Teck completed a pre-feasibility level assessment using all of the drilling data for Los Filos available at the end of 1997.

     During 1999, Minera Nuteck continued metallurgical testwork, environmental studies and a sediment control study and completed aerial photography over the Los Filos site in order to facilitate planning for site access and the potential location of a heap leach pad. In 2000, further work in preparation for a feasibility study on Los Filos was undertaken, including geological modelling, a 37-hole, 7,105-metre confirmatory drilling program, a study on the structural geology, further metallurgical testwork, environmental permitting studies and a review of capital cost estimates.

Deposit Geology and Mineralization

     Gold and silver mineralization at Los Filos is associated with skarn formation along the contact zones between the carbonate sediments of the Morelos Formation and the diorites and granodiorites of the East and West stocks. Mineralization is either hosted by, or is spatially associated with, marble formed during contact metamorphism of the carbonates.

     Gold mineralization at Los Filos is associated with the late-stage, hematite-associated alteration in veins and breccias, ie. narrow (typically less than 4 centimeters) quartz-hematite-gold (+calcite) veins and which typically return very high gold grades when selectively sampled; and hematite-altered cataclastic breccia (ie. mill breccia) which consists primarily of clay and finely-ground/comminuted wallrock, with entrained clasts of wallrock, quartz-hematite-gold veins and massive hematite (around exo-skarn occurrences), and are consistently mineralized.

     Until 2001, the description of the Los Filos property geology was influenced by the alteration terminology used and this resulted in potential problems in identifying and describing lithologies. In 2001, a thorough geological reinterpretation, based on extensive field work, was completed. Drill holes were relogged based on lithologic terms with the degree of alteration used as descriptive terminology.

Drilling

     An aggregate of 553 drill holes and 119,554 metres have been drilled on the Los Filos deposit. The majority of drilling, 109,190 metres was RC rotary drilling while the remaining 10,364 metres was cored. The Los Filos drill holes were completed on spacing of approximately 35 metres.

Sampling and Analysis

     RC rotary drill cuttings were sampled at intervals of 1.52 metres. The material was split at the drill into several portions of 12 kilograms or less. Of these, the “assay split” was shipped to the assay laboratory, and the “second split” was stored on the property. A third split was supplied to Minera Nukay for analysis at its mine assay laboratory. In the case of drilling on the Aguita deposit, a fourth split was supplied to a representative of Minera Guadaloupe.

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     A handful of rock chips from each sample interval was collected and logged by the onsite geologist.

Sample Preparation, Security and Data Verification

     Sample splits were shipped principally to ALS Chemex in Guadalajara and, to the end of 1994, to Bondar Clegg in San Luis Potosí, for preparation and assaying (Bondar Clegg was acquired by ALS Chemex in 2001). Pulps prepared in Guadalajara were sent for assay to the Chemex laboratory in Vancouver.

     Exploration samples and drill samples are stored in a secure warehouse at the Nukay mine site under the sole custody of the mine geologist.

     Gold assays were run using a one assay-ton (30-gram) charge, with atomic absorption finish. Assays exceeding 10 grams per tonne were re-analysed using fire assay with gravimentric finish. Copper and silver assays were performed using a one-gram charge, aqua regia digestion and atomic absorption analysis. Silver values exceeding 100 grams per tonne were reanalyzed using a one-ton fire assay with gravimetric finish.

     All of the ALS Chemex pulps are housed at the Teck storage facility in Iguala, although weathering has deteriorated the integrity of individual pulps.

     ALS Chemex claims that its laboratories “operate according to the guidelines set out in ISO/IEC Guide 25 — “General requirements for the competence of calibration and testing laboratories” “and that it ensures “compliance to the ISO 9002 standard adopted by the company”. ALS Chemex has attained ISO 9002 registration at all of its North American laboratories, including Mexico. ALS Chemex participates in a number of external round robin monitoring programs, including Geostats and Canmet’s Proficiency Testing Program.

Mineral Reserves and Mineral Resources

     Mineral Reserves and Mineral Resources are estimated using the CIM Standards. See “Technical Information – CIM Standard Definitions” for CIM Standard definitions.

     There are currently no Mineral Reserves to report for the Los Filos deposit.

     The following table sets forth the estimated Measured, Indicated and Inferred Mineral Resources for the Los Filos deposit as at December 31, 2003:

Measured, Indicated and Inferred Mineral Resources ^(1)(2)(3)
(excluding Proven and Probable Mineral Reserves)

Category	Tonnes		Gold		Contained Gold
	(million)		(grams per tonne)		(ounces) (000s)
Measured		8.25		1.64		420
Indicated		30.48		1.37		1,310
Measured + Indicated		38.73		1.43		1,730
Inferred		11.57		1.4		500

(1)	The Mineral Resources for the Los Filos deposit set out in the table above have been estimated by Marek Nowak, P.Eng., of Nowak Consultants Inc. and reviewed by G.H. Giroux, P.Eng. of Giroux ConsultantsLtd. Each of Marek Nowak and G.H. Giroux are qualified persons under NI 43-101.
(2)	Cut-off grade was 0.5 grams of gold per tonne.
(3)	Mineral Resources are not known with the same degree of certainty as Proven and Probable Mineral Reserves and do not have demonstrated economic viability.

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Mineral Processing and Metallurgical Testing

     Generally, the metallurgical testwork which has been performed at the “scoping study” level of detail suggests that heap leaching of material from the Los Filos deposit is likely to provide recoveries of the order of 70% of the contained gold, while cyanidation of ore that which has been ground to fine size could increase average recovery to 90%. The testwork to date has also indicated that the majority of the gold occurs as native gold and electrum and is, therefore, free-milling and not refractory. Further testwork on fully representative samples is required in order to verify these preliminary conclusions. Following this further testwork, optimization studies need to be conducted in order to identify the optimum crush size for a heap leach operation and the optimum grinding size for a milling operation; and the resulting cost-benefit analysis, leading to the selection of the most economically favourable flowsheet.

Environmental Considerations

     Environmental assessment and permitting documents will be prepared in accordance with Mexican and international environmental requirements. Luismin has requested proposals from international consulting firms that specialize in mining environmental management to produce the studies.

Nukay Mines, Mexico

     The Nukay mines were acquired through the acquisition of Miranda, along with the Los Filos Project and the 21.2% interest in the El Limón joint venture with Teck Cominco Ltd. This acquisition closed on November 3, 2003.

Property Description and Location

     The Nukay operations include the Nukay mill, the Nukay and La Aguita open pit mines and an underground mine that produces ore from two ore bodies (La Subida and Independencia). The mining operations are located in the Nukay Mining District of central Guerrero State, immediately northwest of the Los Filos Project.

     The Nukay mill is located approximately 2 kilometres from the town of Mezcala, in the municipality of Eduardo Neri, in the state of Guerrero, Mexico, approximately 230 kilometres south of Mexico City and 180 kilometres north of Acapulco. The closest cities are Iguala, located about 40 kilometres north of the plant, and Chilpancingo de los Bravos, the state capital of Guerrero, located about 40 kilometres south of the Plant.

Accessibility, Climate, Local Resources and Physiography

     Access to the operations is through the nearby village of Mezcala. From Mexico City, Mezcala can be reached from highway 95, a major, paved route between Mexico City and Acapulco. From Mezcala, access to the Nukay mines is along 12 kilometres of winding dirt roads.

     The Nukay mines and mill are located within the Sierra Madre del Sur physiographic province of southern Mexico. The Rio Balsas is the principal river in the state, and is crossed by Highway 95 close to Mezcala.

     The average annual rainfall is 751.4 millimetres. Average monthly precipitation ranges from 140 to 160 millimeters in the wettest months of June through September. Less than 10 millimetres of precipitation per month occurs during the driest months of December through April. The area is subjected to high intensity precipitation events during the hurricane season. The average temperature in the Mezcala region is 28.9 degrees Celsius.

     The land is leased from Mezcala. No residential structures or dwellings are located near the mill. Some fields located east of the tailings facility are cultivated. Most of the mine workforce live in Mezcala and nearby villages.

     The Nukay district has a reasonably well-developed infrastructure, including hydroelectric power from the Caracol dam on the Balsas River, a network of good roads, communications facilities and regional airports. Potable

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water is available from local springs and wells. Process water for the Nukay plant is pumped from the nearby Rio de Balsas.

     Mezcala lies at an altitude of 500 metres within the Rio Balsas river valley. The topography is rugged and the relief reaches 2,000 metres to the west of Mezcala. Valley slopes are steep while the valley bottoms are generally farmed.

History

     Minera Guadalupe S.A. de C.V. (“Minera Guadalupe”) purchased the Nukay gold deposit in 1938. Between 1938 and 1940 development of the underground mine occurred but no production was reported during this period. In 1946, Minera Guadalupe resumed development and commenced production after building a 100-tonne per day cyanide agitation leach plant at the village of Mazapa, some distance north of the mine site. The mining operation was closed in 1961. Production during the 15-year period is reported to be about 500,000 tonnes averaging 18 grams per tonne gold.

     In 1983 the claim block was leased to a newly-formed operating company, Minera Nukay. Open pit mining of the Nukay deposit began in January 1984 with waste removal and mining from the upper benches. The mine was developed on five-meter benches with front-end loaders and trucks.

     During 1984 and 1985 ore was processed at a government-owned flotation mill near Mezcala. In 1987 the Nukay mill, a 100-tonne per day cyanide leach Merrill-Crowe operation, was built near Mezcala. The plant was expanded to 350 tonnes per day in 1994 and was expanded again in 1997 to 400 tonnes per day. Production from the La Aguita open pit mine commenced in May 1995. Underground development of the Subida mine began in August 1995; ore production commenced in August 1996. Development of the Independencia deposit was initiated in 2001.

Geological Setting

     The Nukay mines neighbours the Los Filos Project, and is located in the Morelos-Guerrero Basin in southern Mexico. For further details regarding the geological setting and regional geology, see “Narrative Description of the Business — Los Filos Project, Mexico — Geological Setting”.

Exploration

     The Nukay District Property has been extensively explored since 1993.

Drilling and Sampling

     Most of the exploration activity and expenditures on the Nukay property to date have been related to drilling. A breakdown of the drilling by zone is shown below. The total metreage includes both RC and core drilling with the bulk being RC drilling. All drilling operations are performed by outside contractors employing conventional truck-mounted rotary reverse-circulation equipment and skid-mounted diamond drills with NQ and HQ wireline equipment. Drill cuttings are collected at 1.52 metre (5 foot) intervals and split to 300 grams on the property. Splits are then shipped to either ALS Chemex in Guadalajara or San Luis Potosi for preparation and assaying. At least one split is stored on the property for future reference. Cuttings are visually logged by experienced geologists at the drillsite. Composites of drill cuttings are sometimes collected for metallurgical testing.

     Diamond drill core is also logged on-site and sections are selected for assaying based on lithology and alteration, split in half at selected intervals, bagged and shipped to the laboratory.

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Summary of Drilling to December 31, 2003

					Cumulative
Zone or Deposit	No. of Holes		Metres		Holes		Metres
Nukay		49		7,398		49		7,398
La Aguita		55		8,051		104		15,449
La Subida		26		3,952		130		19,401
Nukay Poniente		14		1,653		144		21,054
Nukay Profundidad		1		350		145		21,404
Don Diego		10		1,718		155		23,122
Diego Sur		4		959		159		24,081
Conchita		10		2,235		169		26,316

Assaying

     Samples of drill cuttings and drill core are prepared and assayed by standard procedures at both the Chemex facilities.

     Approximately 2.5% of the splits from the exploration core samples are routinely re-assayed to confirm initial results and, if the check assays are at variance with the original assay, a second split sample is assayed.

Mineral Reserves and Mineral Resources

     Mineral Reserves and Mineral Resources are estimated using the CIM Standards. See “Technical Information – CIM Standard Definitions” for CIM Standard definitions.

     With the recent acquisition of the Nukay mines by Wheaton, December 31, 2003 Mineral Reserves and Mineral Resources have been calculated by subtracting 2003 production totals from the December 31, 2002 Mineral Reserve and Resource estimate, completed by David R. Budinsky, P.Geo. of Orcan Mineral Consultants.

     The following table sets forth the estimated Mineral Reserves for the Nukay mines as at December 31, 2003:

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Proven and Probable Mineral Reserves^(1)(2)(3)

Deposit	Category	Tonnes		Gold Grade		Contained Gold
				(grams per tonne)		(ounces)
Nukay	Proven		500,000		3.62		58,000
	Probable		390,000		3.65		45,000
	Total		890,000		3.63		103,000
La Aguita	Proven		250,000		3.13		25,000
	Probable		210,000		3.40		23,000
	Total		460,000		3.25		48,000
La Subida	Proven		30,000		8.45		7,000
	Probable		40,000		6.26		8,000
	Total		70,000		7.18		15,000
Independencia	Proven		100,000		6.45		20,000
	Probable		90,000		6.59		20,000
	Total		190,000		6.52		40,000
Total	Proved		880,000		3.94		111,000
	Probable		720,000		4.09		95,000
	Total		1,600,000		4.01		206,000

(1)	All Mineral Reserves have been calculated as of December 31, 2003, in accordance with the CIM Standards.
(2)	The Mineral Reserves for the Nukay mines set out in the table above have been estimated by Randy V.J. Smallwood, P.Eng. at Wheaton and David R. Budinski, P.Geo. at Orcan Mineral Consultants and updated by Randy V.J. Smallwood, P.Eng., at Wheaton each of whom are qualified persons under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.
(3)	A grade cut-off of 1.0 grams of gold per tonne was applied to the Nukay and La Aguita Mineral Reserves. A grade cut-off of 3.0 grams of gold per tonne was applied to the La Subida and Independencia Mineral Reserves. This cut-off is based on a $325 per ounce of gold valuation.

     The following table sets forth the estimated Mineral Resources for the Nukay mines as at December 31, 2003:

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Indicated and Inferred Mineral Resources^(1)(2)(3)(4)
(excluding Proven and Probable Mineral Reserves)

Deposit	Category	Tonnes		Gold Grade		Contained Gold
				(grams per tonne)		(ounces)
Nukay	Indicated		270,000		4.42		38,000
La Aguita	Indicated		870,000		3.65		102,000
	Inferred		200,000		3.6		20,000
La Subida	Indicated		180,000		5.36		30,000
	Inferred		200,000		5.5		30,000
Independencia	Indicated		480,000		6.28		97,000
	Inferred		200,000		5.9		40,000
Diego Sur	Indicated		160,000		7.46		38,000
West Nukay	Indicated		310,000		4.91		49,000
Deep Nukay	Inferred		100,000		10.2		30,000
North Conchita	Inferred		2,000,000		1.6		100,000
Total	Indicated		2,260,000		4.34		316,000
	Inferred		2,600,000		2.5		210,000

(1)	All Mineral Resources have been calculated as of December 31, 2003, and are the same as reported as of December 31, 2002. With no exploration activity during 2003 on these Mineral Resources, there was no new information available to update these Mineral Resources.
(2)	The Mineral Resources for the Nukay mines set out in the table above have been estimated by David R. Budinski, P.Geo. at Orcan Mineral Consultants. The entire process was reviewed by Randy V.J. Smallwood, P.Eng. of Wheaton. Both Randy V.J. Smallwood, P.Eng. and David R. Budinsky, P.Geo. are qualified persons under NI 43-101. The Mineral Resources are classified as indicated and inferred, and are based on the CIM Standards.
(3)	Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
(4)	Cut-off gold grades for each of the deposits in the table above are as follows: Nukay — 1.0; La Aguita — 1.0; La Subida — 3.0; Independencia — 3.0; Diego Sur — 3.0; West Nukay — 3.0; Deep Nukay — 3.0; and North Conchita — 0.75.

Mining Operations

     Mining of the Nukay and La Aguita deposits is by conventional open-pit mining methods utilizing front-end loaders and trucks. Mine facilities include a mine office, equipment depot, compressed air and a maintenance shop. Ore from the underground mines is trammed to the surface via a 320-metre long adit and trucked to the mill or to a stockpile at the mine site.

     Mine production during 2003 was 134,299 tonnes at 3.75 grams of gold per tonne. Total gold production was during 2003 was 13,946 ounces of gold.

Milling Operations

     The Nukay mill uses the cyanide process and Merrill Crowe precipitation. Run-of-mine ore is fed to a three-stage closed circuit crushing plant. Crushed ore is fed to two ball mills via two storage bins. Sodium cyanide solution is added to the ball mills. The milled ore is sent to a classifier where the pulp is separated from the pregnant solution. The pregnant solution is sent to filters and then to the Merrill Crowe precipitation unit. The precipitate is melted in a crucible to produce doré.

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     Historically the recovery of gold at the plant has been over 90%; however, in 2000, the recovery dropped due to higher concentrations of silver in the ore from the underground mines and copper associated with the gold in the Aguita mine. Gold recoveries during 2003 averaged slightly higher than 86%.

     The tailings facility is comprised of four ring dike cells. Deposition is rotated between cells to allow tailings in the cells that have reached capacity to dry. Dried tailings are purchased by cement companies, which excavate and haul the tailings from the dry cells to local cement plants.

Environmental Upgrades

     In July 2003 a joint environmental due diligence of the Nukay mines and mill was conducted by SRK and Luismin. A geotechnical review of the tailings facility was conducted by Knight Piesold during Wheaton’s due diligence of the Nukay mines.

     Numerous environmental concerns were identified including overtopping of the tailings cells, improper discharge of process solutions containing high copper concentrations to site soils, improper disposal of small quantities or hazardous wastes, and permit deficiencies and irregularities. The hazardous waste has since been cleaned up and sent to a permitted hazardous waste facility in Mexico. An independent environmental audit is scheduled for May 2004 to identify all permit deficiencies and an action plan will be prepared for bringing the operations into compliance.

     Short term solutions for tailings spills and process solution discharges have been implemented while long term solutions are being investigated. Short term solutions include construction of a contingency cell for tailings spills, improvements in solution pumping facilities, and ore control to reduce the concentration of copper in the ore.

Amapari Project, Brazil

Property Description and Location

     The Amapari Project is located in Amapa State in northern Brazil, approximately 200 kilometres northwest of the state capital of Macapa (population of approximately 300,000), a port city on the north bank of the Amazon River estuary. The Amapari Project consists of an undeveloped, potential open-pit and underground operation.

     Mineral title in Brazil is controlled and guided by principles embodied in the Federal Constitution and by the Brazilian Mining Code, as amended. Constitutional Amendment Number 6 of August, 1995 removed previous restrictions on foreign ownership control of mineral resources.

     The Federal Constitution of 1988 vests ownership of the mineral resources of the country in the Brazilian Federal State. It encompasses the principle of separation of ownership of the surface rights and sub-surface mineral rights. The Mining Code covers all aspects of claiming and holding mineral rights. It is administered by the National Department of Mineral Production (“Departmento Nacional de Producao Mineral”, or DNPM).

     The Amapari Project property covers approximately 241,000 hectares comprising a series of mostly contiguous claim blocks and a Mining Concession application. Until recently, the property was vested in the name of Mineracao Itajobi Ltda. (“Itajobi”), a wholly-owned subsidiary of AngloGold South America, part of the international AngloGold/Anglo American mining group. The claims were held by four entities, namely Mineracao Itajobi Ltda. (54,043 hectares), AngloGold Brazil Ltda. (47,769 hectares), Mineracao Dorica Ltda. (65,406 hectares), and Mineracao Serra Da Canga Ltda. (73,801 hectares), plus the Mining Concession application area in the name of Mineracao Itajobi Ltda. (3,971 hectares). The Mineracao Serra Da Canga Ltda. block is held by a joint venture owned 70% by Mineracao Morro Velho Ltda., another wholly-owned subsidiary of AngloGold South America, and 30% by a third party, Mineracao Vale Dos Reis Ltda. None of the estimated Mineral Resources for the Amapari Project are located on the joint venture block of claims (Mineracao Serra Da Canga).

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     By agreement dated May 21, 2003 all rights and responsibilities in the Amapari property held by AngloGold and its subsidiaries were transferred to Mineracao Pedra Branca do Amapari Ltda. (“MPBA”), a wholly-owned subsidiary of EBX. On January 9, 2004, 100% ownership of MPBA was acquired by Wheaton.

     Although there are various conditions and requirements attached to the holding of mineral claims at various stages, the work on the Amapari Project has progressed to the stage where mineral resources have been delineated and feasibility studies have been completed, leading to an application (by Itajobi/AngloGold) for a Mining Concession over an area covering the mineral resources and adjacent areas necessary for a mining operation. Granting of the Mining Concession involves environmental licencing, a procedure carried out by the State Agency for the Environment. The process comprises three licencing steps: (1) Preliminary Licence (“LP”); (2) Installation (Construction) Licence (“LI”); and (3) Operational Licence (“LO”).

     The LP was issued October 23, 2002 and the LI was issued on August 29, 2003. The LI permits the immediate construction of the mine and plant site, and is the last requirement imposed by the DNPM for granting the Mining Concession. The LO can only be applied for at the end of the mine construction and is the licence that will permit production at commercial scale to commence.

     While the area covered by the Mining Concession (3,971.42 hectares) has not been legally surveyed, such concessions are defined in terms of the coordinate system in place in Brazil and are, therefore, fixed geographically.

     Surface rights covering the Mining Concession are held by the federal government of Brazil. The administration of the Mining Concession area, was previously transferred within the Federal Government administration to INCRA (Instituto Nacional de Reforma Agraria) — the National Institute for Colonization and Agrarian Reform, for the purposes of being included in the National Agrarian Reform Program. As the result of applications from Itajobi and MPBA, INCRA’s regional office (Amapa) issued on August 22, 2003 a final report confirming that the area, in fact, is not suitable for agriculture, and should likewise be excluded from the National Agrarian Reform Program. The matter has been submitted to the INCRA central administration office in Brasilia and, as soon as the report is confirmed, the area will be transferred back to the SPU (Secretaria do Patrimonio da Uniao) — Federal Real Estate Office. The use of the area covering the Mining Concession, then, should be secured by application to the SPU under the appropriate Occupation Licence. The Occupation Licence should be granted as a matter of course and Wheaton believes there are no grounds for opposition.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

     Macapa is served by scheduled airline service, mainly via the city of Belem in Para State. From Macapa, about 100 kilometres of paved road, followed by a similar length of unpaved road, runs to the town of Pedra Branca do Amapari (population 4,000), 180 kilometres from Macapa, and to Serra do Navio (population 3,300), about 15 kilometres from the project site. Serra do Navio is, essentially, a mining town established in the 1950s when manganese mining commenced nearby. A heavy duty railway was built to connect the area with the port of Porto Santana, near Macapa. Although the manganese operation was shut down in 1998, the railway continues to operate on a low-key basis. The local towns have been well maintained and much of the mining work force has remained. Electrical power is supplied by the federal government-owned public utility Eletronorte.

     The project site is one of gentle hilly relief, between 200 and 300 metres above sea level. The project is just north of the equator and the climate is tropical, that is, warm and humid. The rainy season is year-round, with about 75% falling in the first six months of the year. Annual rainfall averages 2,350 millimetres. Average annual temperature is 30 degrees Celsius. Except in areas of human habitation, the ground is covered by dense tropical forest.

     The area of the Mining Concession applied for is sufficient for the open-pit and underground operations designed on the known mineral resources, including areas for heap leach pads and waste rock disposal.

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History

     Manganese was discovered in the region shortly after the second world war and this led to the establishment of a major mining operation at Serra do Navio in the 1950s by Industria e Comerciode Minerios S/A (ICOMI) and Bethlehem Steel.

     Exploration in the project area was carried out jointly by Anglo American and ICOMI in the 1970s, resulting in the location of base metal and gold geochemical soil anomalies and the finding of garimpeiro alluvial gold workings. Exploration ceased in 1978 with the departure of ICOMI from the joint venture.

     A re-evaluation of the early data in 1992, plus further activities of garimpeiros, led to Anglo American applying for and obtaining claims from DNPM over the area of interest. Field work, based on a model of gold mineralization associated with iron formation, was restarted in 1994. This resulted in the discovery of the mineralized shear zone and the subsequent intensive exploration work which led to the estimation of mineral resources in 1996, subsequently revised in 1998. After the formation of, and transfer of Anglo American’s rights to, AngloGold in 1998, further work, particularly an infill drilling campaign in 1999, resulted in the mineral resources being updated in 2001. A feasibility study by AngloGold on the oxide resources was completed in October 2002.

     The property was acquired by EBX in May 2003 (together with senior AngloGold staff employed on the project). EBX carried out a feasibility study based on the AngloGold feasibility study for the oxide mineral resources and produced a pre-feasibility study for the mining of the sulphide mineral resources.

Geological Setting

     The Amapari Project area is located within the Guyana Craton in what has been described as the Maroni-Itacaiunas Mobile Belt, a tectonic unit running from Venezuela through the Guyanas into Amapa and Para States.

     The western part of the project area (about 25% of the property) is underlain by basement gneiss. The balance of the property area is underlain by ortho-amphibolite and meta-sedimentary rocks of the Vila Nova Group. The metasediments are similar to what has been named the Serra do Navio Formation in the nearby manganese mining area. These units are intruded by granitic pegmatites, diabase dykes and gabbro.

     The gold mineralization is associated with iron and carbonate-rich units of the chemical sedimentary unit known as the William Formation. This unit is comprised of a basal calc-magnesian domain made up of carbonate schist and calc-silicates, and an iron domain of banded iron formations (“BIF”). The chemical sedimentary unit is overlain by amphibole and quartz-amphibole schist that, in turn, grade into mica schist and muscovite quartzite. A north-south shear zone appears to have acted as a conduit for gold-bearing hydrothermal fluids resulting in gold mineralization to various degrees in all the reactive rocks, particularly the BIF.

Exploration

     Initial exploration activities in the 1970s produced strong lead-zinc soil geochemical anomalies in the Amapari area where a BIF outcrop was found in the vicinity of garimpeiro workings. Exploration work was suspended in 1978, recommenced in 1994 and was discontinued in 2001. This exploration effort comprised broad-scale investigations such as geological mapping, geochemical and geophysical surveys, leading to the discovery of the mineralized shear zone in 1994. This was followed by intensive investigation of the mineralized zone, consisting primarily of RC drilling, auger drilling and diamond drilling.

     The Amapari Project comprises almost a quarter million hectares around the known mineral resources and mineral reserves. Much of this area, extensively covered by heavy tropical vegetation, remains essentially unexplored in any detail. Wheaton has planned an aggressive campaign to expand mineral resources and has identified exploration targets it believes will extend the mine life.

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Deposit Geology and Mineralization

     Mineralized zones found indicate high-temperature hydrothermal activity with skarn-type characteristics. Such mineralization has been found, to various degrees, in all of the reactive rocks in the area, particularly the BIF. Designating some of the mineralization as skarn, at least in part, is based on the textures and the presence of mineral assemblages such as garnet, diopside-hedenbergite, actinolite, epidote, hornblende, vesuvianite and apatite with indications of a temperature of formation above 474 degrees Celsius, plus the presence of minor copper-lead-zinc.

     Gold and other metals were carried by metasomatic fluids through channels resulting from shearing and faulting. The presence of pegmatites indicates a possible granitic intrusion at depth as the source of the mineralizing fluids.

     Deep tropical weathering and oxidation produced near-surface saprolitic mineral deposits overlying the primary sulphide mineralization.

     The locus for the mineralization on the property comprising the Amapari Project is a north-south shear zone exhibiting intense hydrothermal alteration, particularly silicification and sulphidation, bearing auriferous pyrrhotite and pyrite. The alteration is most intense in BIF, followed by amphibolite, carbonate schist and calc-silicate rocks. The presence of superimposed foliation, brecciation and silicification indicates some remobilization of the auriferous mineralization.

     The mineralization occurs in a series of deposits over a 7 kilometre strike length of the shear zone along a north-south line of topographic ridges. These deposits have been named Urucum in the northern part of the zone and Tapereba in the southern part. Higher grades are associated with the more intensely hydrothermally-altered rocks. The mineralization may be classified as primary sulphide mineralization and oxide mineralization derived from the primary sulphides.

Sulphide Mineralization

     The primary mineralization consists of a series of sulphide-bearing lenses striking north-south to north-northwest-south-southeast, dipping 75 to 90^o East, and plunging N10^o West, at about 18^o at the northern (Urucum) end of the mineralized zone and increasing to 27^o at the southern (Tapereba) end. Individual lenses achieve a thickness of several metres. Sulphide content is generally in the range of 5% to 10%. Pyrrhotite and pyrite are the predominant sulphide minerals, pyrrhotite being more prevalent in the Urucum area with pyrite increasing southwards toward Tapereba. Sulphides present in lesser amounts include chalcopyrite, sphalerite, galena, arsenopyrite and marcasite. Sulphides are found also as disseminations and fracture fillings on the margins of the mineralized bodies.

     Gold occurs primarily with the phyrrhotite (Urucum) and the pyrite (Tapereba). Studies show that the gold occurs as free gold, that is, not tied into the crystal lattice of the sulphide minerals (and, hence, easily liberated during processing).

     In the northern Urucum end, the exploration work has outlined two parallel deposits separated by 20 metres to 30 metres. One deposit, consisting of four individual lenses, is located in BIF, while the second deposit, comprising three closely spaced shoots, is hosted by amphibolite and calc-silicate rocks. In the Tapereba zone, two clusters of lenses, separated by 1,350 metres, have been outlined in amphibolite/calc-silicates.

Oxide Mineralization

     Intense tropical weathering, reaching down 100 metres to 130 metres, has caused the formation of saprolite, that is, the in situ oxidation of the primary sulphide mineralization. The saprolite consists mainly of iron oxides and hydroxides, clay and silica. These saprolite bodies follow the strike, dip and plunge of the massive sulphides. As well, extensive blankets of gold-bearing colluvium, up to 10 metres thick and made up of laterite/saprolite fragments in a ferruginous clay-sand mix, overly the saprolite. Together, gold-bearing saprolite and colluvium are referred to as “oxide mineralization”.

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Drilling

     Drilling on the project was carried out in two major campaigns, an initial campaign between 1995 and 1998 and a subsequent in-fill drilling campaign in 1999.

     The initial drilling program comprised RC, diamond drilling and auger drilling. The majority of the drilling of the oxide mineralization was by means of RC, while a program of auger drilling was carried out in an investigation of the mineralized colluvium. A diamond drilling program investigated the primary sulphide mineralization, as well as the overlying oxide mineralization. The initial drilling program (1995-98) was done by contractors, SETA Servicos Tecnicos Minerais Ltda, GeoService Ltda and Servsonda Ltda. The later in-fill drilling campaign (1999) was carried out by Diana Drill Ltda.

     RC drill holes were laid out on sections 100 metres apart across geochemically anomalous zones, with holes drilled at 40 metres intervals along these sections. Subsequently, an in-fill RC drill program was completed to produce an overall section line spacing of 50 metres. Samples were taken every metre. With the mineralized zones typically dipping about 60 degrees East, and the holes angled at 60 degrees West, the true thickness of a one-metre sample is about 85 centimetres. For more steeply angled holes, the true thickness would be proportionately less. A total of 38,199 metres of RC drilling was completed in 659 holes.

     The objective of the diamond drilling program was to investigate both the saprolite mineralization and the sulphide mineralization below it. However, the hole locations were laid out such that the program also served as an in-fill drilling program for the oxide mineralization defined by the RC drilling pattern. In general, the diamond drill sections were spaced 100 metres apart. Diamond drilling was also used to check the accuracy of RC holes, as twin holes. A total of 63,553 metres of diamond drilling was completed in 377 holes.

     The auger drilling program was carried out primarily to investigate the mineralized colluvium immediately above and adjacent to the sub-outcrops of the mineralized shoots and to cover all areas with gold-in-soil geochemical values greater than 100 parts per billion. Holes were vertical and usually less than 10 metres deep. Samples were taken for every 1 metre of penetration. The auger grid spacing was 50 metres by 40 metres. A total of 7,533 metres of auger drilling was completed in 887 holes.

Sampling and Analysis

     Sampling at the Amapari Project advanced from early regional exploration activities which led to the identification of mineralization, through RC, auger and diamond drilling on which the mineral resource estimation is based, to sampling for pilot plant metallurgical testing for determining processing parameters to be considered in a feasibility study. Geochemical sampling, RC drilling sampling, diamond drilling core sampling, auger drilling sampling and channel sampling were completed on the Amapari Project in accordance with standard industry practice.

     All regular samples from the project during the initial exploration and drilling campaign (1995-98) were sent to the NOMOS Laboratory in Rio de Janeiro or to the MMV Laboratory in Nova Lima for analysis. Soil samples were dried and screened to minus 80 mesh for analysis. Other samples were crushed and ground and homogenized to appropriate standards in preparation for assaying. NOMOS, a Brazilian laboratory utilized by numerous mining companies, is certified by the Conselho Regional de Quimica do Rio de Janeiro. MMV Laboratory is a division of Anglo American’s “Mineracao Morro Velho” gold mine, specialized in gold analysis in ore and exploration sampling.

     For the second, or in-fill, drilling campaign in 1999, all samples were analysed at Lakefield Geosol Ltda. (part of the international SGS Lakefield Research group) in Belo Horizonte, Minas Gerais province. Lakefield Geosol is an ISO9002 certified facility, specializing in the minerals industry.

     Other than for geochemical samples, all gold determinations were carried out by standard fire assay procedures. A 50 gram fraction of sample was mixed with flux and smelted at 1,200 degrees Celsius, with the gold collected by lead oxide. The prill obtained was dissolved in aqua regia with the gold content being determined by

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atomic absorption. This analytical procedure had a detection limit of 10 parts of gold per billion for rock and core and 1 part of gold per billion for soils.

     For base metal determinations, a 2 gram sample was digested in hot aqua regia, neutralized with 40 millimetres of ammonium acetate, and analyzed for copper, zinc, lead, nickel, cobalt and chromium by atomic absorption. Arsenic was determined colorimetrically. Detection limits for the procedure were 1 part per million, except for chromium which was 10 parts per million and arsenic which was 5 parts per million.

Quality Control and Data Verification

     At the NOMOS laboratory, internal quality control was carried out by means of standards and blanks. To each batch of 45 samples, two artificial standards, one sample standard and two blank samples (one made up of reagents, one quartz) were added, bringing each batch to 50 analyses. By this means, the accuracy of the analytical procedures were determined by the standard samples; the reagent blank measures any reagent contamination and the quartz blank determines the extent, if any, of contamination during the sample preparation process. At least 30% of the samples of varying grades in each group were subjected to repeat analysis.

     In 1995-98, during the initial drilling campaign, the Amapari Project operators included blind duplicate samples as an independent external check on the NOMOS laboratory. In every batch of 30 RC samples, one was repeated. The results of the duplicate assays on the pairs of samples agreed satisfactorily to Micon.

     Also during this period, duplicate samples were sent to both NOMOS and to Mineração Morro Velho (“MMV”), Anglo American’s operating mining company in Brazil. The results showed agreement between the two laboratories.

     For the in-fill drilling program of 1999, AngloGold used Lakefield Geosol in Belo Horizonte, Brazil for sample analysis. As part of its quality control program, AngloGold, in 1999-2000, carried out an inter-laboratory test comprising a series of standards and 16 Amapari Project samples sent to eight different laboratories. The results showed that the Lakefield Geosol results were acceptable. However, the results also showed that the NOMOS and MMV laboratories, used as the prime laboratory and the check laboratory, respectively, during the earlier drilling campaign, were biased high. As a check on the earlier results, AngloGold submitted 592 of the old samples to Lakefield Geosol for analysis.

     The results confirmed that a high bias existed in the original NOMOS and MMV assay data. An analysis of the results showed that the bias was irrespective as to sample type, that is, RC, diamond core, auger or channel. However, the overall bias was strongly influenced by a few obviously erratic results (wrong sample picked up, incorrect labelling, etc.). After removal of these erratic samples, it was established that the NOMOS and MMV bias was restricted to higher grade samples, that is, above 10 grams of gold per tonne. Accordingly, a corrective formula was devised to apply to the old NOMOS and MMV data. This resulted in a very small decrease in the grade of the oxide composites.

     The Lakefield Geosol data used in the NOMOS and MMV tests were subjected to outside testing by sending 58 of the 592 samples to ALS Chemex S.A. for re-assay in 2001 which confirmed the Lakefield results.

     For sulphide mineralization, there was agreement between the results obtained by NOMOS and MMV, but, as far as Micon can determine, these results were not subjected to the outside laboratory testing described above for the oxide mineralization. However, Micon is of the opinion that there is a high degree of confidence to the results because MMV is an operating company well-experienced in the assaying of sulphide gold ores.

Mineral Reserves and Mineral Resources

     Mineral Reserves and Mineral Resources are estimated using the JORC Code. See “Technical Information — JORC Code Definitions” for JORC Code definitions.

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     Because of their distinct characteristics resulting in two very different mining and recovery processes and different economic parameters, the mineral resources and mineral reserves are divided into two categories, namely “oxide” (saprolite plus colluvium) and “sulphide”.

     All Mineral Resources and Mineral Reserves are located in the concession block for which a mining concession has been applied for by MPBA.

Oxide Mineral Resources and Mineral Reserves

Oxide Mineral Resources

     For Mineral Resource determination, with the objective of potential open-pit extraction, the mineralized bodies were grouped into three main deposits: Tapereba ABC, Tapereba D and Urucum.

     The following tables set forth the estimated oxide Mineral Resources for the Amapari Project as at January 9, 2004:

Oxide Measured, Indicated and Inferred Mineral Resources^(1)(2)(3)
(including Oxide Proven and Probable Mineral Reserves)

Deposit	Category	Tonnes		Gold Grade		Contained Gold
		(000s)		(grams per tonne)		(ounces)
Tapereba ABC (Colluvium)	Measured		3,320		1.40		150,000
	Indicated		2,340		0.84		63,000
	Measured + Indicated		5,660		1.17		213,000
	Inferred		150		0.4		2,000
Tapereba D (Colluvium)	Measured		70		1.43		3,000
	Indicated		270		1.15		10,000
	Measured + Indicated		340		1.21		13,000
	Inferred		150		1.1		5,000
Urucum (Colluvium)	Measured		770		1.16		29,000
	Indicated		2,080		1.00		67,000
	Measured + Indicated		2,850		1.04		96,000
	Inferred		—		0.9		—
Tapereba ABC (Saprolite)	Measured		1,000		2.66		86,000
	Indicated		4,680		2.27		342,000
	Measured + Indicated		5,680		2.34		427,000
	Inferred		2,840		2.6		235,000
Tapereba D (Saprolite)	Measured		60		4.09		8,000
	Indicated		420		2.83		38,000
	Measured + Indicated		480		2.99		47,000
	Inferred		30		2.7		3,000
Urucum (Saprolite)	Measured		160		2.28		12,000
	Indicated		1,250		1.99		80,000
	Measured + Indicated		1,410		2.02		92,000
	Inferred		810		1.8		48,000
Total	Measured		5,390		1.66		287,000
	Indicated		11,050		1.69		600,000
	Measured + Indicated		16,440		1.68		888,000
	Inferred		4,030		2.2		292,000

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(1)	The oxide Mineral Resources reviewed by Micon were estimated in-house by the Technical Services Department of AngloGold South America in 2001. Previous Mineral Resource estimations were carried out by Minorco (a predecessor of AngloGold) in 1996, revised in 1998, and by AngloGold in 1999 (prior to the 1999 drilling campaign). Mineral Resources are classified according to JORC Code, which in the opinion of Micon, is in all material respects equivalent to the resource classifications defined in the CIM Standards.
(2)	As the mineralization crosses lithological boundaries, the Mineral Resources could not be demarcated by rock type, so a gold cut-off value was used to define the deposits. Mineral Resource estimation was carried out by means of ordinary kriging using separate parameters for the three deposits, Tapereba ABC, Tapereba D and Urucum. For saprolite mineralization, the cut-off grade was 0.4 grams of gold per tonne; for colluvium the cut-off grade was 0.25 grams of gold per tonne.
(3)	Derived numbers may not compute exactly due to rounding. Oxide Mineral Reserves The oxide Mineral Reserves reviewed by Micon formed the basis for an in-house feasibility study by AngloGold, dated October, 2002, based on a series of open-pits and heap leach processing. All technical parameters and cost data used in the estimation of Mineral Reserves were derived by AngloGold. The pit optimization and design were not changed in the revised feasibility study.

Oxide Mineral Reserves

     The oxide Mineral Resources reviewed by Micon formed the basis for an in-house feasibility study by AngloGold, dated October 2002, based on a series of open-pits and heap leach processing. All technical parameters and cost data used in the estimation of Mineral Reserves were derived by AngloGold. The pit optimization and design were not changed in the revised feasibility study.

     The following table sets forth the estimated oxide Mineral Reserves for the Amapari Project as at January 9, 2004:

Oxide Mineral Reserves^(1)(2)(3)

Category	Tonnes		Gold Grade		Contained Gold
	(000s)		(grams per tonne)		(ounces)
Proved		3,350		2.15		231,000
Probable		6,470		2.12		443,000
Total		9,840		2.13		674,000

(1)	Based on a gold price of $325 per ounce.
(2)	Mineral Reserves are categorized according to JORC Code which in the opinion of Micon, is in all material respects, equivalent to the reserve categories defined by the CIM Standards.
(3)	Mineral Reserves were calculated after allowing for 0.5 metres of lateral dilution for saprolite and 0.3 metres at vertical dilution for colluvium.

Sulphide Mineral Resources and Mineral Reserves

     The sulphide Mineral Reserves and Mineral Resources encompass the mineralized material identified below the zone of oxidized mineralization.

     Based on an initial assessment of the data, it was concluded that the Urucum area contained mineral resources that, in part, satisfied the criteria for indicated mineral resources and, in part, inferred mineral resources, while the density of data in the Tapereba area could only support the estimation of inferred resources.

Urucum: The Urucum area hosts two well-defined, parallel, steeply-dipping tabular sulphide deposits, generally separated by 25 metres to 30 metres, named Urucum 1 and 2, plus at least one other lesser shoot. Of the 160 composited intercepts that define the mineralization, 86 (64 diamond drill, 22 RC) meet the minimum cut-off criteria previously established (3 grams of gold per tonne, 2 metre-thickness). Geological interpretation shows that 81 intercepts are in Urucum 1 and 2 and five intercepts represent an ill-defined third parallel body not considered for resource estimation at this stage. Based on the geologist’s judgement, the deposit outlines included a few points not meeting the grade/thickness cut-off criteria in order to dampen the excessive effect of nearby high grades. Using the composited data, each of the two deposits were outlined on a vertically-projected strike section.

     The sulphide mineral reserves extend from 5 metres beneath the oxidized mineralization level to the minus 200 metres level. This involves a vertical panel of some 360 metres. A “crown pillar” will be left between the

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overlying weathered rocks and the mineable sulphide ore below. This “crown pillar” is estimated to contain some 111,000 tones of the mineral resources. For the remaining material, a mining recovery factor of 90% was applied, to account for additional pillars (vertical and horizontal), plus operational ore loss, compromising further 478,000 tones of Indicated Mineral Resources.

Tapereba: For the sulphide mineralization underlying the Tapereba ABC oxide resources, 14 composited intercepts meeting the cut-off criteria were derived from 110 samples averaging 6.03 grams of gold per tonne. Since only Inferred Mineral Resources could be estimated from the data, the precision required was less than for Urucum, and the 2D modeling approach was not used. Instead, the deposit defined by the 14 intercepts was wireframed and a block model was constructed, using blocks of 20 metres along strike (north-south direction) and 20 metres on vertical. The dimension across strike, equivalent to horizontal thickness, is defined by the wireframe, defining the tonnage of the orebodies after multiplying the volume of the block model by the density estimated for the area. For the variogram model, the Urucum model was adopted. Ordinary kriging was used to estimate grade.

Sulphide Mineral Resources

     The following table sets forth the estimated sulphide Mineral Resources for the Amapari Project as at January 9, 2004:

Sulphide Mineral Resources⁽¹⁾⁽²⁾
(including Sulphide Mineral Reserves)

Deposit	Category	Tonnes		Gold Grade		Contained Gold
		(000s)		(grams per tonne)		(ounces)
Urucum 1	Indicated		3,750		5.2		622,000
	Inferred		1,590		6.2		317,000
Urucum 2	Indicated		1,150		4.8		179,000
	Inferred		660		7.4		157,000
Tapereba ABC(3)	Indicated		—		—		—
	Inferred		1,170		5.9		222,000
Total	Indicated		4,900		5.1		801,000
	Inferred		3,420		6.3		696,000

(1)	Based on a cut-off grade of 3 grams of gold per tonne.
(2)	Mineral Resources were classified in accordance with the JORC Code, which in the opinion of Micon is in all material respects equivalent to the resource classification defined by the CIM Standards.
(3)	Tapereba ABC includes Tapereba AB1, Tapereba AB2, Taperaba AB3, Tapereba C1 and Tapereba C2.

Sulphide Mineral Reserves

     The following table sets forth the estimated sulphide Mineral Reserves for the Amapari Project as at January 9, 2004:

Sulphide Probable Mineral Reserves^(1)(2)(3)(4)

Deposit	Tonnes		Gold Grade		Contained Gold
	(000s)		(grams per tonne)		(ounces)
Urucum 1		3,800		4.58		560,000
Urucum 2		1,140		4.29		158,000
Total		4,940		4.51		718,000

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(1)	Mineral Reserves are categorized in accordance with the JORC Code, which in the opinion of Micon is in all material respects equivalent to the mineral reserve categories defined by the CIM Standards.
(2)	To convert the resource grade to reserve grade, a dilution factor of 15%, at a grade of 0.60 grams of gold per tonne, was applied.
(3)	To convert resource tonnes to reserve tonnes, after the addition of 15% dilution and loss of the “crown pillars”, a mine recovery factor of 90% was applied.
(4)	Based on a gold price of $325 per ounce.

Mining Operations

     Given the near surface location of the major zones of oxidized mineralization and the local topography, it was decided that initial development of the mineral resource would be by open-pit methods. The exploitation of the oxide mineral resources by open-pit mining and heap leaching of agglomerated crushed ore was evaluated in a July 2003 feasibility study. This study utilizes and updates an earlier feasibility study prepared by AngloGold. An extension to this feasibility study, in the form of a pre-feasibility study for an underground mine to exploit the underlying sulphide resource when the oxide resources are depleted, has also been prepared. Wheaton intends to carry out a detailed feasibility study after further drilling has been carried out and the geological and metallurgical aspects of the sulphide zones are better understood.

     It may be possible to accelerate the development and production phases of the sulphide mineral reserve from those shown in the pre-feasibility study, to increase total annual gold production in the later phases of the Amapari Project, however, there is no assurance that this will occur.

     The combined open-pit and underground operations, recovering oxide and sulphide mineral resources is expected to result in the output of almost 1.5 million ounces of gold over a period of 11 years, with a peak annual production of 188,000 ounces and a sustained output of approximately 135,000 ounces per year during the later years of pit production and during the subsequent period of underground operations. Production from the open-pit is scheduled to commence by the end of 2005, with subsequent output from the underground operations commencing in 2012. Pit optimization will be carried out during 2004.

Proposed Open-Pit Operations

     Using the resource block model, the pit slope recommendations, and the expected operating costs based on the mining and milling methods selected, an open-pit mining plan was designed and the mineral reserve was determined. The method followed the conventional approach using a Whittle4X shell based on a 0.7 grams of gold per tonne cut-off grade at a gold price of $325 per ounce, followed by optimization and final mine design incorporating ramps and benches. The final pit was optimized using only measured and indicated mineral resources in the oxide mineralization.

Proposed Underground Operations

     The sulphide mineral resources are present in three zones. Wheaton plans to access these zones via declines from surface. The declines will traverse some 90 metres to 120 metres of weak saprolite before encountering competent hard rock. In the saprolite, 5.5 metre × 5.5 metre openings, with reinforcement of steel ribs and wire mesh and shotcrete, will be utilized. In the lower, hard rock, 5 metre × 5 metre declines are planned to be driven with only local support on an as-required basis.

     Wheaton currently expects that access to the orebody will be via sub-levels, at 20 metre vertical intervals, from the main ramps in the footwall of the orebody. Ventilation and services are planned via excavations in the hangingwall of the orebody, which Wheaton plans to connect to the main ramp at each sub-level.

     Wheaton intends to use mobile electrical substations that will be moved as the mine deepens. The objective is to concentrate the production in a few producing stopes simultaneously, thus reducing the requirement of equipment and manpower.

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Milling Operations and Recoverability

Heap Leach of Oxide Mineralization

     The results of testwork confirmed that conventional heap leaching would provide an economical recovery level on the oxidized mineralization. Tests have indicated that gold recovery approaching 95% could be achieved under test conditions in a 50-day leach period. On this basis, it is anticipated that a 90% gold recovery under normal operating conditions under a 70-day leach cycle is achievable. However, as the percentage of saprolite in the plant feed increases in the latter phases of the mining of the oxide mineralization, it may result in a slower rate of gold recovery from the heaps.

     Heaps are planned at single lifts, each 6 metres high, placed with conventional conveyors and stackers. The ore will be crushed in a two-stage process to minus 40 millimetres before dosing and agglomeration. A typical heap cycle is expected to be 126 days including 70 days leaching, 20 days neutralization, 10 days washing, 10 days drainage and the rest for heap construction and removal to waste. Cyanide consumption is estimated at 0.5 kilograms per tonne. It is planned that there will be a total of 18 pads each with a nominal capacity of 60,000 tonnes. The pregnant solution will then follow the conventional route of adsorption, desorbtion, and electrowinning.

Processing of Sulphide Mineralization

     The metallurgical design for the sulphide mineralization was carried out by Natrontec Ltda., an experienced Brazilian process design and engineering company, based on a limited amount of testwork. In 1995, Minorco carried out three conventional cyanide bottle roll leaching tests, at the Nova Lima Anglo Research Laboratory, on sulphide ore from the Amapari Project. The gold recovery averaged 92.79%, using 0.62 kilograms per tonne of cyanide with a residence time of 14 hours. The average grade was 6.15 grams of gold per tonne.

     In June 2003, EBX carried out, under Natrontec supervision, five additional leaching tests at the NOMOS laboratory in Brazil, using 30 kilograms of sulphide ore obtained from seven mineralized intercepts in diamond drill holes. The average gold recovery was 96.17% using 0.7 kilograms per tonne of cyanide, with a residence time of 7 hours. The average head grade was 4.23 g/t Au. The samples used for the metallurgical testwork were selected from widely spaced locations across the sulphide ore zones.

     From the 86 drilling intervals used in the sulphide mineral resource evaluation, a sample of 7 intervals (8%) was chosen for metallurgical tests. The intervals chosen are representative of the deposit, although the indicated mineral resources are better represented than the inferred mineral resources. Given the limited sample size, a degree of risk exists in the estimates of recovery and flowsheet design. However, since a CIL circuit is proposed, this risk is not considered excessive for this stage of pre-feasibility study. Further testwork is planned for a final feasibility study.

     In June 2003, EBX also carried out two work index tests at the Centro de Tecnologia Mineral-CETEM (a Brazilian Mineral Research Institute). The results of these tests showed an average work index of 12.8 kilowatt hours per tonne.

     Since limited information is available regarding the mineralogical characterization of the sulphide ore, certain assumptions have been made to define the probable distribution of minerals in the mill feed. The chemical analysis of the sulphide ore and the mineralogical characterization of the oxide ore, both obtained from the Minorco testwork, were used. The proportion of stable minerals, such as hematite and magnetite, was maintained, and the proportion of carbonate and sulphide were slightly increased, based on the proportions of these minerals as described in the geological logs. In order to confirm these estimates, a petrology expert has been retained to carry out thin sections studies. The results of this study are pending.

     The main premise of the plant design for the sulphide ore project based on these tests results, is utilization of some of the heap leach process facilities that will be installed for treatment of the oxide ore at the Amapari Project. The plant is designed to process one million tonnes per year of sulphide ore, grading 4.51 grams of gold per tonne, with a recovery of 94%, producing on average 4.2 tonnes of gold (135,000 ounces per year).

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     It is assumed that a conventional treatment route will be adopted, comprising primary, secondary and tertiary crushing, grinding via a ball mill, followed by CIL leaching. The milling and classification circuit and CIL leach train will be located adjacent to the future heap leach carbon regeneration, elution and electro-winning facilities of the planned open-pit mine.

     The tailings will initially be deposited in the exhausted open-pits 1 and 2 of the Tapereba D orebody, which are located at less than 800 metres to the east of the plant. These sites are expected to provide a volume of 1.2 million m³ for storage of tailings, also contributing to the topographic restoration of the area. Assuming a density of 1.5 t/m³ for the material, it may be possible to deposit 1.8 million t of material in these sites. The remaining material, around 3.2 million tonnes, are expected to be deposited in a valley, some 500 metres to the south of the metallurgical plant. Both areas will be prepared with leak detection systems and waterproofed with PVC lining. At the outflow point of the dams, the water chemistry will be monitored to avoid release of contaminants to the environment.

Markets and Contracts

     The product transported from the Amapari site will be gold doré bars to be refined by third party refiners. Gold bullion will be sold on international markets.

Environmental and Permitting Considerations

     Brazil has a well established series of procedures in federal, state and local laws and regulations governing environmental and permitting matters. Since the Amapari Project is situated within the Amazon Region, these procedures are generally stronger and more thoroughly scrutinized.

     AngloGold previously made substantial progress towards obtaining all required approvals for the commencement of mining at the Amapari Project. AngloGold and its consultants completed a significant number of environmental studies on the Amapari Project, although most of these studies addressed the environmental considerations associated with the open-pit mining of oxide ore. Studies associated with the underground mining of sulphide ore are less advanced, however Wheaton anticipates that it will be able to complete required studies before underground operating permits are required.

     Comprehensive environmental studies and management plans, including an Environmental Impact Assessment, an Environmental Monitoring Plan, and a Rehabilitation Plan were carried out by AngloGold, and submitted to the State Secretariat for the Environment as part of the licensing process.

     The aim of the environmental management plans is to meet all legislative requirements, minimize any possible environmental impacts and rehabilitate disturbance areas. The environmental management plans include monitoring and implementation of necessary remedial measures in relation to surface water, mine, plant and workshop effluents, air quality and gaseous emissions, noise and vibrations, plus licensing, rehabilitation of degraded areas, storage of residues, sanitation, internal and external auditing, and monitoring and control of impacts in areas adjacent to the project area.

     Enesar, an internationally recognized consulting firm, conducted an independent environmental assessment of the project in January 2004. Key recommendations include comprehensive geochemical characterization of construction materials and mine and beneficiation wastes, improvements in stormwater management and planning, and improvements in environmental monitoring and management procedures. Environmental Geochemistry International (EGi) has been retained to carry out the geochemical characterization studies.

     The key environmental impacts of the sulphide mining operation relate to the tailings dam and waste dumps. The tailings dam will be designed with a substantial freeboard to reduce the possibility of unplanned overflow of cyanide-bearing solution. Solution will be routinely recycled to the plant, but provision has been made for the incorporation of cyanide destruction facilities in the event that release of excess solution becomes necessary. The dam will be lined with an impermeable PVC liner, and monitoring bores will be installed around the dam.

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Capital Cost Estimates

     Capital cost estimates have been prepared for the establishment of open-pit and heap leaching facilities for the exploitation of the near surface oxide mineral resources, and for the underground mining and CIL processing of the underlying sulphide mineral resources. Allowances are included for infrastructure and engineering, procurement and construction and owner’s project management costs. On-going replacement and development costs also are included. Total capital costs, including closure costs, for the open-pit mines and heap leach processing are estimated to be $65.5 million. Total capital costs, including closure costs, for the underground mine and CIL processing facility are estimated to be $75.7 million over the life of the mine.

Taxes

Corporate Income Tax

     Corporations in Brazil are generally subject to income tax at a rate of 25% plus a social contribution tax of 9% of accounting income for a theoretical composite tax rate of 34%. These tax rates are subject to change by the Brazilian legislature. Tax holidays exist to encourage the development of certain regions of the country.

     The State of Amapa is in a Brazilian income tax incentive zone where new projects can apply for a tax holiday in respect of corporate income tax. Accordingly, Wheaton qualifies to receive a 75% tax reduction for a maximum of 10 years on the 25% income tax normally payable on income and non-refundable additives assessed upon profits generated by the Amapari Project. As a result of this tax reduction, the tax rate used in the Amapari Project cash flow model is 6.25% for the years 2004 to 2013, and 25% (full tax) thereafter. In addition to this incentive, other law is in place to encourage re-investment in the region. This permits the recovery of 30% of the income tax payable for use of expansion or extension of existing projects.

     The gold from the Amapari Project will be sold to external market as a commodity. A tax on financial transactions would only be applicable if the gold is traded as a financial asset.

     As an exporter of gold, the Amapari Project will be exempt from revenue taxes and trade taxes on sales.

State Royalty

     The Amapari Project is subject to a state royalty of 1% of gross revenue, 65% to be paid to the municipality of Pedra Branca do Amapari, 23% to the State Government and 12% to the Federal Government.

Production Estimates

     Metal recoveries are estimated dependent on ore type processed, oxide or sulphide, with an average value for recovery over the life of the mine of 91.8% of in situ gold.

     The proposed facilities at Amapari, for a base case scenario, will produce almost 1.5 million ounces of gold over a period of approximately 11 years, with a maximum annual output of approximately 188,000 ounces, in the second year and an average production of approximately 135,000 ounces per year for the last six years.

Mine Life and Payback

     Utilizing the base case projection, operations at the Amapari Project would commence in 2005 and continue for 11 years until 2015. In the optimistic case, the operations would continue for 14 years, until 2018, although no assurance can be given that production would extend to such time. Payback for the base case is two years.

     Advanced exploration opportunities exist at the Amapari Project which, Wheaton believes, have the potential to significantly extend the life of the operations.

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Other Projects

El Limón Gold Deposits, Mexico

     Wheaton holds a 21.2% interest in the El Limón gold deposits (of which 14% is a carried interest) with Teck Cominco owning the remaining 78.8%. Wheaton’s interest in El Limón was acquired through the acquisition of Miranda in November 2003. The El Limón project consists of a series of skarn related gold deposits located 15 kilometres north-west of the Los Filos Project.

     To date, the gold deposits in the El Limón area have not been densely drilled and only two deposits have enough data to qualify as a resource. Teck Cominco prepared resource estimates on both the El Limón and Los Guajes deposits in 2003 based on the results from the 2003 and earlier drilling campaigns. In 2003, Teck Cominco completed 1,208 metres of drilling over eight diamond drill holes at El Limón and 2,191 metres of drilling over 15 diamond drill holes at Los Guajes. To date, 45 diamond drill holes have been drilled on El Limón and 37 diamond drill holes and 7 RC drill holes have been completed at Los Guajes.

     The following table sets forth the estimated Mineral Resources for the El Limón gold deposits (100%) as at December 31, 2003:

Inferred Mineral Resources^(1)(2)(3)(4)

Deposit	Category	Tonnes		Gold Grade		Contained Gold
		(000s)		(grams per tonne)		(ounces)
El Limón	Inferred		16,500		3.1		1,600
Los Guajes	Inferred		3,500		3.1		360

(1)	All Mineral Resources have been calculated as of December 31, 2003, in accordance with the CIM Standards. See “Technical Information – CIM Standard Definitions” for CIM Standard definitions.
(2)	The Mineral Resources for the El Limón gold deposits set out in the above table have been estimated by Jim Grey, P.Geo. of Teck Cominco and for Los Guajes by Al N. Samis, P.Geo. at Teck Cominco, both of whom are qualified persons under NI 43-101. The Mineral Resources are classified as inferred and are based on the CIM Standards.
(3)	Cut-off grade was 0.7 grams of gold per tonne.
(4)	Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.

     Teck Cominco continues to advance this project, with more drilling on several of the other deposits through the first few months of 2004. Wheaton anticipated continued resource growth through 2004 on El Limón.

Golden Bear Mine

     Wheaton owns the Golden Bear Mine in northwestern British Columbia through its wholly-owned subsidiary, North American Metals Corp. The Golden Bear Mine was a seasonal operation that operated from about April to October annually. All mining was completed at the end of the 2000 operating season. In 2001, 88,943 tonnes of the Kodiak B stockpiled ore grading 8.8 grams of gold per tonne were crushed and stacked, but the main activity was leaching the ore stacked on the Totem Creek pad from the 2001 and previous seasons. The Golden Bear Mine produced 33,711 ounces in 2001, its last year of commercial production. Reclamation activities began in 2000 and should be completed during the summer of 2004 except for the access road. Reclamation consists of activities such as the removal of plant and equipment, re-sloping of dumps, re-vegetation and closure of the access road. Funding will be provided from a reclamation deposit and cash held by the government under a safekeeping agreement, sale of mine site equipment and the balance from working capital. Negotiations have been undertaken with the Province of British Columbia to see if the government is willing to assume responsibility for the access road that would relieve Wheaton of further liabilities. Long term monitoring of the local water streams in the area will remain as a Wheaton liability.

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ITEM 5
SELECTED CONSOLIDATED FINANCIAL INFORMATION

     The following tables set forth selected consolidated financial information of the Company for the financial years ended December 31, 2003, 2002 and 2001. The following summary of selected consolidated financial information is derived from, should be read in conjunction with and is qualified in its entirety by reference to the Company’s consolidated financial statements, including the notes thereto, and Management’s Discussion and Analysis which can be viewed at www.sedar.com. The consolidated financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles which differ in certain respects from generally accepted accounting principles in the United States. See Note 20 to the audited consolidated financial statements of the Company. The Company uses the United States dollar as its reporting currency. All financial data presented below is in thousands of dollars, except per share data.

Annual Information

Statement of Operations Data

	Years Ended December 31
	2003		2002		2001
Sales	$	212,633	$	34,693	$	9,010
Earnings from mining operations		83,781		12,235		1,503
Net income (loss)		57,659		5,602		(10,733	)
Basic net income (loss) per share		0.14		0.04		(0.18	)
Diluted net income (loss) per share		0.13		0.04		(0.18	)

Balance Sheet Data

	As at December 31
	2003		2002
Cash and cash equivalents	$	151,878	$	22,936
Net working capital		147,484		24,422
Total assets		891,005		152,098
Long-term debt		122,423		—
Shareholders’ equity		556,118		108,054

Quarterly Information

			2003								2002
	Q1		Q2		Q3		Q4		Q1		Q2		Q3		Q4
Sales	$	17,257	$	28,814	$	63,142	$	103,420	$	—	$	915	$	15,840	$	17,938
Earnings from mining operations		5,977		8,718		21,685		47,401		—		232		5,750		6,253
Net income		4,064		11,088		14,689		27,818		262		1,814		949		2,577
Basic income per share		0.02		0.03		0.03		0.06		0.00		0.02		0.01		0.01
Diluted income per share		0.02		0.03		0.03		0.05		0.00		0.02		0.00		0.01

Dividends

     The Company currently intends to retain future earnings, if any, for use in its business and does not anticipate paying dividends on the Common Shares in the foreseeable future. Any determination to pay any future dividends will remain at the discretion of the Company’s board of directors and will be made taking into account its financial condition and other factors deemed relevant by the board. The Company has not paid any dividends since its incorporation.

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ITEM 6
MANAGEMENT’S DISCUSSION AND ANALYSIS

     Reference is made to the Company’s “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and Note 18 “Commitments” of the Notes to the audited consolidated financial statements of the Company, which are incorporated herein by reference and can be viewed at www.sedar.com.

ITEM 7
MARKET FOR SECURITIES

     The Common Shares are listed and posted for trading on the TSX under the symbol “WRM” and on the AMEX under the symbol “WHT”.

     The common share purchase warrants issued upon exercise of the special warrants of the Company issued on May 30, 2002 are listed and posted for trading on the TSX under the symbol “WRM.WT”. The Series “A” common share purchase warrants issued upon exercise of the subscription receipts of the Company issued on February 27, 2003 are listed and posted for trading on the TSX under the symbol “WRM.WT.A” and on the AMEX under the symbol “WRM.WS.A”. The Series “B” common share purchase warrants are listed and posted for trading on the TSX under the symbol “WRM.WT.B”.

ITEM 8
DIRECTORS AND OFFICERS

     The following table sets forth the name, municipality of residence, position held with the Company, principal occupation and number of Common Shares beneficially owned by each person who is a director and/or an executive officer of the Company. The statement as to the Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the directors and executive officers hereinafter named is in each instance based upon information furnished by the person concerned and is as at April 28, 2004.

			Number of Common
			Shares Beneficially Owned,
			Directly or Indirectly or
Name and			Over Which Control or
Municipality of Residence	Position with the Company	Principal Occupation	Direction is Exercised
Ian W. Telfer(4) West Vancouver, British Columbia	Chairman, Chief Executive Officer and a Director since May 2001	Chairman and Chief Executive Officer of Wheaton	340,000(5)
Larry Bell(1)(3) West Vancouver, British Columbia	Director since June 2003	Non-Executive Chairman of the British Columbia Hydro and Power Authority	Nil(6)
Frank Giustra(3) West Vancouver, British Columbia	Director since May 2001	Chairman of Endeavour Financial Corporation	3,063,800(7)(8)
Douglas Holtby(1)(2) West Vancouver, British Columbia	Director since June 2003	President and Chief Executive Officer of Arbutus Road Investments Inc.	250,000(9)

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			Number of Common
			Shares Beneficially Owned,
			Directly or Indirectly or
Name and			Over Which Control or
Municipality of Residence	Position with the Company	Principal Occupation	Direction is Exercised
Eduardo Luna(4) Mexico City, Mexico	Executive Vice President and a Director since June 2002	Executive Vice President of Wheaton and President of Luismin	6,700(10)
Antonio Madero(2) Mexico City, Mexico	Director since June 2002	Chairman and Chief Executive Officer of SANLUIS Corporación, S.A. de C.V.	Nil(11)
Ian J. McDonald(1)(3)(4) Toronto, Ontario	Director since March 1990	Chairman of Glencairn Gold Corporation	253,205(12)(13)
Neil Woodyer(2) London, England	Director since May 2001	Managing Director of Endeavour Financial Corporation	Nil(8)(14)
Peter Barnes North Vancouver, British Columbia	Executive Vice President and Chief Financial Officer	Executive Vice President and Chief Financial Officer of Wheaton	9,700(15)
Russell Barwick Sydney, Australia	Executive Vice President	Executive Vice President of Wheaton	Nil(16)
Paul M. Stein Toronto, Ontario	Secretary	Partner, Cassels Brock & Blackwell LLP (law firm)	105,200(17)

(1)	Member of the Audit Committee.
(2)	Member of the Compensation Committee.
(3)	Member of the Corporate Governance and Nominating Committee.
(4)	Member of the Environmental and Safety Committee.
(5)	Mr. Telfer also owns warrants to purchase 35,000 Common Shares and options to purchase 7,000,000 Common Shares.
(6)	Mr. Bell owns options to purchase 500,000 Common Shares.
(7)	Mr. Giustra also owns warrants to purchase 300,000 Common Shares and options to purchase 1,350,000 Common Shares.
(8)	Mr. Woodyer owns options to purchase 1,350,000 Common Shares.
(9)	Mr. Holtby also owns warrants to purchase 50,000 Common Shares and options to purchase 550,000 Common Shares.
(10)	Mr. Luna also owns options to purchase 831,666 Common Shares.
(11)	Mr. Madero owns options to purchase 1,000,000 Common Shares. SANLUIS Corporación, S.A. de C.V. indirectly owns 9,400,000 Common Shares. Mr. Madero is a Director of Wheaton and Chairman and Chief Executive Officer of SANLUIS Corporación, S.A. de C.V.
(12)	Mr. McDonald also owns warrants to purchase 12,500 Common Shares and options to purchase 850,000 Common Shares.
(13)	Glencairn Gold Corporation owns 65,001 Common Shares and warrants to purchase 212,500 Common Shares. Mr. McDonald is a Director of Wheaton and a Director of Glencairn Gold Corporation.
(14)	Endeavour Mining Capital Corporation, a company managed by Endeavour Financial Corporation, owns 4,400,000 Common Shares and warrants to purchase 1,462,500 Common Shares. Mr. Woodyer is Managing Director of Endeavour Financial Corporation and Mr. Giustra is Chairman of Endeavour Financial Corporation.
(15)	Mr. Barnes also owns options to purchase 1,050,000 Common Shares.
(16)	Mr. Barwick owns options to purchase 1,350,000 Common Shares.
(17)	Mr. Stein also owns warrants to purchase 46,250 Common Shares and options to purchase 250,000 Common Shares.

     Each of the foregoing individuals has held his present principal occupation with the same company set opposite his name for the past five years, except for: Mr. Telfer who, from January 2001 to July 2001, was Vice Chairman of itemus inc., from February 2000 to January 2001, was Chairman of itemus inc. and, from April 1993 to February 2000, was President and Chief Executive Officer of Vengold Inc.; Mr. McDonald who, from February 1991 to September 2001, was Chairman and Chief Executive Officer of Wheaton; Mr. Luna who, prior to Wheaton’s acquisition of Minas Luismin, S.A. de C.V. in June 2002, was the President of Minas Luismin, S.A. de C.V. for the previous ten years and continued in such position following the acquisition (Luismin, S.A. de C.V. was

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formed upon the amalgamation of Wheaton de Mexico, S.A. de C.V. and Minas Luismin, S.A. de C.V. in December 2002); Mr. Bell who, from August 2001 to November 2003, was Chairman and Chief Executive Officer of the British Columbia Hydro and Power Authority and, from 1987 to 1991, was Chairman of the British Columbia Hydro and Power Authority; Mr. Barnes who, from September 1996 to March 2002 was Chief Financial Officer of Crew Development Corporation and from October 2000 to March 2002 was President and Chief Financial Officer of Crew Development Corporation; and Mr. Barwick who, from July 2000 to October 2001 was Managing Director and Chief Executive Officer of Newcrest Mining Limited and from July 1996 to July 2000 was a Director of Placer Dome Asia Pacific.

     Directors are elected at each annual meeting of Wheaton’s shareholders and serve as such until the next annual meeting or until their successors are elected or appointed.

     As at April 28, 2004, the directors and executive officers of Wheaton, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 4,028,605 Common Shares, representing approximately 0.7% of the total number of Common Shares outstanding before giving effect to the exercise of options or warrants to purchase Common Shares held by such directors and executive officers.

Corporate Cease Trade Orders or Bankruptcies

     No director, officer, promoter or other member of management of Wheaton is, or within the ten years prior to the date hereof has been, a director, officer, promoter or other member of management of any other issuer that, while that person was acting in the capacity of a director, officer, promoter or other member of management of that issuer, was the subject of a cease trade order or similar order or an order that denied the issuer access to any statutory exemptions for a period of more than 30 consecutive days or was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, other than Ian Telfer who was a Vice-Chairman of a technology company when it made an assignment in bankruptcy on July 31, 2001.

Conflicts of Interest

     To the best of Wheaton’s knowledge, and other than as disclosed in this annual information form, there are no known existing or potential conflicts of interest among Wheaton, its promoters, directors, officers or other members of management of Wheaton, or persons who, as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management serve as directors, officers, promoters and members of management of other public companies and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of Wheaton and their duties as a director, officer, promoter or member of management of such other companies. See “General Development of the Business — Risks of the Business — Conflicts of Interest”.

     The directors and officers of Wheaton are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and Wheaton will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by such directors or officers in accordance with the Business Corporations Act (Ontario) and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

ITEM 9
ADDITIONAL INFORMATION

     The Company will also provide to any person upon request to the Chief Financial Officer of the Company:

(a) when the securities of the Company are in the course of a distribution under a preliminary short form prospectus or a short form prospectus:

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(i)	one copy of the Company’s annual information form, together with one copy of any document, or the pertinent pages of any document, incorporated by reference therein;
(ii)	one copy of the comparative financial statements of the Company for its most recently completed financial year for which financial statements have been filed, together with the accompanying report of the auditor and one copy of any interim financial statements of the Company that have been filed for any period subsequent to its most recently completed financial year;
(iii)	one copy of the Company’s information circular in respect of its most recent annual meeting of shareholders that involved the election of directors or one copy of any annual filing prepared instead of that information circular, as appropriate; and
(iv)	one copy of any other documents that are incorporated by reference into the preliminary short form prospectus or the short form prospectus and are not required to be provided under clauses (i), (ii) or (iii); or

b) at any other time, one copy of any documents referred to in clauses (a)(i), (ii) and (iii), provided that the Company may require the payment of a reasonable charge if the request is made by a person or company who is not a securityholder of the Company.

     Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, options to purchase securities and interests of insiders in material transactions, as applicable, is contained in the joint management information circular of Wheaton and IAMGold Corporation dated April 30, 2004. Additional financial information is provided in the Company’s audited consolidated financial statements as at and for the year ended December 31, 2003.

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EX-99.3

     

WHEATON RIVER MINERALS LTD Financial Statements Year Ended December 31, 2003

Management’s Responsibility for Financial Reporting

The accompanying consolidated financial statements have been prepared by management and are in accordance with Canadian generally accepted accounting principles. Other information contained in this document has also been prepared by management and is consistent with the data contained in the consolidated financial statements. A system of internal control is maintained by management to provide reasonable assurance that assets are safeguarded and financial information is accurate and reliable.

The board of directors approves the financial statements and ensures that management discharges its financial responsibilities. The board’s review is accomplished principally through the audit committee, which is composed of non-executive directors. The audit committee meets periodically with management and auditors to review financial reporting and control matters.

The consolidated financial statements have been audited by Deloitte & Touche LLP on behalf of the shareholders and their report follows.

“Ian Telfer”	“Peter Barnes”
Chairman and Chief Executive Officer	Executive Vice President and Chief Financial Officer
March 30, 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, 2003 and 2002 and the consolidated statements of operations, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2003. 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, 2003 and 2002 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2003 in accordance with Canadian generally accepted accounting principles.

“Deloitte & Touche LLP”

Chartered Accountants
Vancouver, British Columbia

February 27, 2004 (except for Note 21 (b) for which the date is March 30, 2004)

Comments by Auditor on Canada-United States of America Reporting Difference

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 change described in Note 2 (p) to the consolidated financial statements. Our report to the Shareholders, dated February 27, 2004, 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, British Columbia

February 27, 2004 (except for Note 21 (b) for which the date is March 30, 2004)

Consolidated Statements of Operations
Years Ended December 31
(US dollars and shares in thousands, except per share amounts)

		Note			2003			2002			2001
Sales					$	212,633		$	34,693		$	9,010
Cost of sales						91,954			19,355			5,452
Royalties						3,712			28			215
Depreciation and depletion						32,393			3,028			324
Reclamation						793			47			1,516
						128,852			22,458			7,507
Earnings from mining operations						83,781			12,235			1,503
Expenses and other income
General and administrative						9,654			6,329			2,516
Interest and finance fees						4,318			487			13
Exploration						1,875			2,126			340
Depreciation and amortization						1,778			108			25
Other (income) expense			4			(9,223	)		(4,870	)		9,188
						8,402			4,180			12,082
Earnings (loss) before the following						75,379			8,055			(10,579	)
Equity in earnings of Minera Alumbrera Ltd			3	(b)		7,324			—			—
Earnings (loss) before income taxes						82,703			8,055			(10,579	)
Income tax expense			5			(25,044	)		(2,453	)		(154	)
Net earnings (loss)					$	57,659		$	5,602		$	(10,733	)
Earnings (loss) per share	-basic				$	0.14		$	0.04		$	(0.18	)
	-diluted				$	0.13		$	0.04		$	(0.18	)
Weighted-average number of shares outstanding	-basic					412,035			137,327			60,075
	-diluted					439,214			143,227			61,186

The accompanying notes form an integral part of these consolidated financial statements

WHEATON RIVER MINERALS LTD     1

Consolidated Balance Sheets At
December 31
(US dollars and shares in thousands)

	Note			2003		2002
Assets
Current
Cash and cash equivalents				$	151,878	$	22,936
Appropriated cash		12	(v)		8,840		—
Marketable securities		6			1,142		1,543
Accounts receivable					31,824		5,617
Product inventory and stockpiled ore		7			16,726		156
Supplies inventory					10,083		3,300
Other					4,287		782
					224,780		34,334
Property, plant and equipment		8			583,911		110,896
Stockpiled ore		7			60,736		—
Future income taxes		5			7,211		5,613
Other		9			14,367		1,255
				$	891,005	$	152,098
Liabilities
Current
Accounts payable and accrued liabilities		10		$	31,402	$	9,796
Income taxes payable					1,062		116
Current portion of long-term debt		12			41,000		—
Other					3,832		—
					77,296		9,912
Long-term debt		12			81,423		—
Future income taxes		5			145,730		17,509
Provision for reclamation		13			19,604		11,271
Future employee benefits and other		14			10,834		5,352
					334,887		44,044
Shareholders’ Equity
Share purchase options		15			877		410
Contributed surplus					600		600
Share capital		15
Common shares
Authorized: unlimited shares, no par value; Issued and outstanding: 533,697 (December 31, 2002 - 190,400)					505,090		115,152
Retained earnings (deficit)					49,551		(8,108	)
					556,118		108,054
				$	891,005	$	152,098

Commitments (Note 18)

Approved by the Directors
“Ian Telfer”	“Douglas Holtby”
Ian Telfer, Director	Douglas Holtby, 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)

													Share				Retained
	Common Shares						Special Warrants						Purchase		Contributed		Earnings
	Shares			Amount			Warrants			Amount			Options		Surplus		(Deficit)			Total
At January 1, 2001		52,729		$	25,284			—		$	—		$	—	$	572	$	(2,977	)	$	22,879
Shares issued for royalty payments		900			356			—			—			—		—		—			356
Special warrants issued		—			—			11,000			3,456			—		—		—			3,456
Special warrants exercised		1,090			346			(1,090	)		(346	)		—		—		—			—
Share options exercised		1,989			437			—			—			—		—		—			437
Shares repurchased and cancelled		(107	)		(51	)		—			—			—		28		—			(23	)
Share issue costs		—			(373	)		—			—			—		—		—			(373	)
Fair value of stock options issued to non-employees		—			—			—			—			317		—		—			317
Net loss		—			—			—			—			—		—		(10,733	)		(10,733	)
At December 31, 2001		56,601			25,999			9,910			3,110			317		600		(13,710	)		16,316
Special warrants issued		—			—			110,000			82,068			—		—		—			82,068
Special warrants exercised		119,910			85,178			(119,910	)		(85,178	)		—		—		—			—
Share options exercised		1,355			411			—			—			—		—		—			411
Warrants exercised		3,450			2,010			—			—			—		—		—			2,010
Shares issued on acquisition of Luismin SA de CV		9,084			6,805			—			—			—		—		—			6,805
Share issue costs		—			(5,251	)		—			—			—		—		—			(5,251	)
Fair value of stock options issued to non-employees		—			—			—			—			93		—		—			93
Net earnings		—			—			—			—			—		—		5,602			5,602
At December 31, 2002		190,400			115,152			—			—			410		600		(8,108	)		108,054
Share options exercised		6,621			5,431			—			—			—		—		—			5,431
Warrants exercised		9,602			5,192			—			—			—		—		—			5,192
Shares issued		327,074			402,266			—			—			—		—		—			402,266
Share issue costs, net of tax		—			(22,951	)		—			—			—		—		—			(22,951	)
Fair value of stock options issued to non-employees		—			—			—			—			467		—		—			467
Net earnings		—			—			—			—			—		—		57,659			57,659
At December 31, 2003		533,697		$	505,090			—		$	—		$	877	$	600	$	49,551		$	556,118

Shareholders’ Equity (Note 15)

The accompanying notes form an integral part of these consolidated financial statements

WHEATON RIVER MINERALS LTD     3

Consolidated Statements of Cash Flows
Years Ended December 31
(US dollars in thousands)

	Note			2003			2002			2001
Operating Activities
Net earnings (loss)				$	57,659		$	5,602		$	(10,733	)
Reclamation expenditures					(1,854	)		(685	)		(304	)
Cash distribution from Minera Alumbrera Ltd					12,610			—			—
Items not affecting cash
Depreciation, depletion and amortization					34,171			3,136			349
Provision for reclamation					793			47			1,516
Gain on sale of marketable securities		4			(2,095	)		(3,593	)		—
Equity in earnings of Minera Alumbrera Ltd					(7,324	)		—			—
Future employee benefits					461			380			—
Future income taxes		5			24,281			2,606			—
Share purchase options		15			467			199			211
Property, plant and equipment written down					—			—			8,707
Other					920			(1,090	)		322
Change in non-cash working capital		16			6,589			(2,241	)		1,623
Cash generated by operating activities					126,678			4,361			1,691
Financing Activities
Bank loans		12			75,000			—			—
Repayment of long-term debt					(54,919	)		—			—
Common shares issued		15			390,522			2,421			414
Common share and special warrant issue costs					(25,551	)		(5,251	)		(373	)
Debt issue costs	12(iii)				(4,242	)		—			—
Deferred gold put options		12	(i)		(5,786	)		—			—
Special warrants issued		15	(a)		—			82,068			3,456
Cash generated by financing activities					375,024			79,238			3,497
Investing Activities
Proceeds on sale of marketable securities, net					4,013			6,169			—
Property, plant and equipment					(29,010	)		(5,214	)		(1,016	)
Acquisition of Minera Alumbrera Ltd, net of cash acquired		3	(b)		(224,356	)		—			—
Acquisition of Peak Gold Mines Pty Ltd, net of cash acquired		3	(b)		(34,187	)		—			—
Acquisition of Los Filos and El Limón gold projects, net of cash acquired		3	(c)		(89,223	)		—			—
Acquisition of Luismin SA de CV, net of cash acquired		3	(a)		—			(76,886	)		—
Short-term money market instruments					—			13,013			(13,013	)
Other					3			520			(457	)
Cash applied to investing activities					(372,760	)		(62,398	)		(14,486	)
Increase (decrease) in cash and cash equivalents					128,942			21,201			(9,298	)
Cash and cash equivalents, beginning of year					22,936			1,735			11,033
Cash and cash equivalents, end of year				$	151,878		$	22,936		$	1,735
Supplemental cash flow information		16

The accompanying notes form an integral part of these consolidated financial statements

WHEATON RIVER MINERALS LTD     4

Notes to the Consolidated Financial Statements
Years Ended December 31 2003, 2002 and 2001
(US dollars)

1.	DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
	Wheaton 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 and has ongoing exploration activities in Mexico and Australia. During 2002 it also carried on exploration activities in Canada. The Company is in the process of reclaiming 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 3). On June 24, 2003 the Company acquired an additional 12.5% indirect interest in the Alumbrera Mine (Note 3) 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 3). On January 9, 2004, the Company acquired the Amapari gold project in northern Brazil (Note 21).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)	Canadian generally accepted accounting principles
	These 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 20.
(b)	Basis of presentation
	These consolidated financial statements include the accounts of the Company and its subsidiaries. Principal subsidiaries and investments at December 31, 2003 are listed below:

						Operations and
		Ownership				Development Projects
Subsidiary	Location	Interest			Status	Owned
Luismin SA de CV (“Luismin”)	Mexico		100	%	Consolidated	San Dimas, San Martin and Nukay mines and Los Filos development project in Maxico
Peak Gold Mines Pty Ltd (“Peak”)	Australia		100	%	Consolidated	Peak mine in Australia
Minera Alumbrera Ltd (“Alumbrera”)	Argentina		37.5	%	Proportionately	Alumbrera mine in Argentina
					consolidated

(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 estimates
	The 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 translation
	The 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.

WHEATON RIVER MINERALS LTD     5

(f)	Financial instruments
	The 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 recognition
	Revenue 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 expenditures
	Significant 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 taxes
	The 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 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 share
	Earnings 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.
(k)	Cash and cash equivalents
	Cash 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 instruments
	Short-term money market instruments are those which are due within one year but have an original term of greater than 90 days.
(m)	Marketable securities
	Marketable securities are carried at the lower of cost and market value.
(n)	Inventories
	Product 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, 2003 included an obsolescence provision of $162,000 (2002 — $441,000).
(o)	Property, plant and equipment
	Property, 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. 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

WHEATON RIVER MINERALS LTD 6

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.

(p)	Provision for reclamation and closure
	On 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 has 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, Peak, Alumbrera and Los Filos were recorded as a liability on acquisition. Fair value was determined as the discounted future cash expenditures. Golden Bear Mine estimated reclamation and closure expenses have been fully accrued at December 31, 2003.
(q)	Share option plan
	As of January 1, 2002, the Company adopted the standard of the CICA handbook, Stock-Based Compensation and Other Stock- Based Payments, which has been applied prospectively. All stock-based awards made to non-employees are recognized and measured using the fair value based method at the date of grant. For stock options granted to employees, the Company has adopted the disclosure only provisions whereby pro forma net income and pro forma earnings per share are disclosed as if the fair value based method of accounting had been applied. The Company uses the Black-Scholes model to estimate fair value.
	Effective January 1, 2004, the Company will adopt the changes to CICA Handbook Section, “Stock-based Compensation and other Stock-based Payments”, whereby all stock options granted are accounted for under the fair value based method.
(r)	Future employee benefits
	Seniority 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.

3. ACQUISITIONS

(a)

Luismin SA de CV

On 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 has been increased by $32,893,000, future income tax liability has been increased by $10,526,000 and share capital has been increased by $22,367,000, the fair value of the shares on September 29, 2003.

WHEATON RIVER MINERALS LTD     7

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	$	55,160
Cash advanced to repay Luismin bank debt		19,840
Shares issued		29,172
Acquisition costs		3,266
	$	107,438
Net assets acquired:
Cash	$	1,380
Non-cash working capital		(1,888	)
Property, plant and equipment		145,696
Provision for reclamation and closure		(9,072	)
Future employee benefits		(7,504	)
Future income tax assets		6,500
Future income tax liabilities		(27,674	)
	$	107,438

(b)	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. 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 (Note 12 (iv)) 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.

WHEATON RIVER MINERALS LTD     8

(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, 2003
Cash paid	$	180,000
Acquisition costs		303
Equity in earnings — March 18 - June 23, 2003		7,324
Cash distribution received		(11,210	)
		176,417
Acquisition of additional 12.5% interest, effective June 24, 2003
Cash paid		65,000
Promissory note (Note 12 (iv))		25,000
Acquisition costs		156
Cash distribution received		(1,400	)
	$	265,173
Net assets acquired:
Cash	$	21,103
Appropriated cash		8,763
Non-cash working capital		36,835
Property, plant and equipment		269,409
Other		58,376
Provision for reclamation and closure		(4,918	)
Future income tax liabilities		(47,053	)
Long-term debt		(77,342	)
	$	265,173

(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.

(in thousands)
Purchase price:
Cash paid	$	33,583
Acquisition costs		341
	$	33,924
Net assets acquired:
Cash	$	(263	)
Non-cash working capital		4,791
Property, plant and equipment		34,219
Other non-current assets		422
Provision for reclamation and closure		(4,145	)
Other non-current liabilities		(1,100	)
	$	33,924

WHEATON RIVER MINERALS LTD     9

(c)

Los Filos and El Limón gold development projects

On 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 preliminary allocation of the purchase price is summarized in the table below.

(in thousands)
Purchase price:
Cash paid	$	87,020
Acquisition costs		2,466
	$	89,486
Net assets acquired:
Cash	$	263
Property, plant and equipment		137,780
Future income tax assets		922
Non-cash working capital		(1,080	)
Provision for reclamation and closure		(1,000	)
Future income tax liabilities		(47,399	)
	$	89,486

4. OTHER INCOME (EXPENSE)

(in thousands)	2003			2002			2001
Other income is comprised of:
Interest income	$	1,591		$	480		$	561
Gain on sale of marketable securities		2,095			3,593			—
Foreign exchange gain (loss)		6,774			(71	)		230
Other		(1,237	)		868			(1,272	)
Property, plant and equipment written down		—			—			(8,707	)
	$	9,223		$	4,870		$	(9,188	)

In 2001 the Company recognised an impairment of $8,707,000 in the carrying value of Bellavista, George Lake and Red Mountain projects.

WHEATON RIVER MINERALS LTD     10

5. INCOME TAXES

(in thousands)	2003		2002			2001
Current income tax expense (recovery)	$	763	$	(153	)	$	154
Future income tax expense		24,281		2,606			—
	$	25,044	$	2,453		$	154

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)	2003			2002			2001
Earnings (loss) before income taxes	$	82,703		$	8,055		$	(10,579	)
Canadian federal and provincial income tax rates		37.6	%		39.6	%		44.6	%
Income tax expense (recovery) based on above rates		31,113			3,190			(4,718	)
Increase (decrease) in income taxes due to:
Lower effective tax rates on earnings of foreign subsidiaries		(4,941	)		(578	)		—
Tax included in equity earnings of Minera Alumbrera Ltd		(3,139	)		—			—
Non-deductible expenditures		1,196			—			—
Valuation allowance		508			—			(121	)
Resource and other taxes		—			(153	)		154
Property, plant and equipment written down		—			—			5,464
Resource allowance		—			—			(625	)
Other		307			(6	)		—
	$	25,044		$	2,453		$	154

At December 31, 2003, the Company had non-capital losses available for tax purposes in Canada of $15,210,000 that expire from 2007 to 2010 and $33,490,000 that expire from 2004 to 2013 in foreign jurisdictions.

At December 31, 2003, the Company had capital losses in Canada in the amount of $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)	2003			2002
Future income tax assets
Non-capital losses	$	13,985		$	13,187
Deductible temporary differences and other		14,948			12,932
Value of future income tax assets		28,933			26,119
Recoverable asset taxes		953			523
Valuation allowance		(4,411	)		(6,797	)
Future income tax assets		25,475			19,845
Future income tax liabilities
Total taxable temporary differences		(163,994	)		(31,741	)
Future income tax liabilities, net	$	(138,519	)	$	(11,896	)
Disclosed on the Consolidated Balance Sheets as:
Future income tax assets	$	7,211		$	5,613
Future income tax liabilities		(145,730	)		(17,509	)
Future income tax liabilities, net	$	(138,519	)	$	(11,896	)

WHEATON RIVER MINERALS LTD     11

6. MARKETABLE SECURITIES

(in thousands)	2003		2002
Marketable securities at market values	$	1,702	$	3,151

7. PRODUCT INVENTORY AND STOCKPILED ORE

(in thousands)	2003		2002
Stockpiled ore	$	62,174	$	—
Work in process		2,891		—
Finished goods		12,397		156
		77,462		156
Less: non-current stockpiled ore		60,736		—
	$	16,726	$	156

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.

8. PROPERTY, PLANT AND EQUIPMENT

			2003							2002
			Accumulated							Accumulated
(in thousands)	Cost		Depletion			Net		Cost		Depletion			Net
Mineral properties
Luismin mines, Mexico	$	120,736	$	(6,070	)	$	114,666	$	77,646	$	(1,958	)	$	75,688
Peak mine, Australia		25,672		(2,518	)		23,154		—		—			—
Alumbrera mine, Argentina		27,142		(2,091	)		25,051		—		—			—
		173,550		(10,679	)		162,871		77,646		(1,958	)		75,688
Plant and equipment
Luismin mines, Mexico		42,519		(3,334	)		39,185		34,280		(1,152	)		33,128
Peak mine, Australia		17,726		(1,736	)		15,990		—		—			—
Alumbrera mine, Argentina		246,559		(20,553	)		226,006		—		—			—
Corporate, Canada		456		(261	)		195		440		(198	)		242
		307,260		(25,884	)		281,376		34,720		(1,350	)		33,370
Properties under development
Los Filos project, Mexico		93,691		—			93,691		—		—			—
El Limón project, Mexico		42,161		—			42,161		—		—			—
San Pedrito project, Mexico		3,667		—			3,667		1,838		—			1,838
Other		145		—			145		—		—			—
		139,664		—			139,664		1,838		—			1,838
	$	620,474	$	(36,563	)	$	583,911	$	114,204	$	(3,308	)	$	110,896

Effective August 1, 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.

WHEATON RIVER MINERALS LTD     12

9. OTHER NON-CURRENT ASSETS

(in thousands)	Note			2003		2002
Deferred gold put options		12	(i)	$	5,786	$	—
Deferred debt issue costs		12	(iii)		3,497		—
Other					5,084		1,255
				$	14,367	$	1,255

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

(in thousands)	2003		2002
Accounts payable trade	$	15,198	$	4,032
Accrued liabilities		6,709		2,137
Accrued employee benefits		2,814		1,419
Customer payment in advance		3,396		—
Other		3,285		2,208
	$	31,402	$	9,796

11. BANK CREDIT LINE

The Company has an Aus$5,000,000 ($3,750,000), unsecured, revolving working capital facility for its Peak Mine operations of which $nil was drawn down at December 31, 2003. The loan bears interest related to the Australian Treasury Bill rate plus 1.5% per annum.

12. LONG-TERM DEBT

(in thousands)	2003		2002
Corporate debt
Term loan (i)	$	45,000	$	—
Revolving working capital facility (ii)		—		—
Total bank indebtedness (iii)		45,000		—
Promissory note (iv)		19,443		—
		64,443		—
Project debt
Share of Alumbrera project debt (v)		57,980		—
		122,423		—
Less: current portion		41,000		—
	$	81,423	$	—

(i)	The bank term loan bears interest at LIBOR plus 2.75% and has a maturity date of June 30, 2007. Principal repayments are due on a six monthly basis, commencing December 31, 2003, and are comprised of (a) a minimum amount ($5,000,000 every six months, increasing to $7,500,000 on December 31, 2005); plus (b) 25% of the excess of the Company’s consolidated net cash flows over the consolidated debt service for the period. The Company may repay the term loan prior to maturity without penalty.
	During the year, the Company entered into a gold-indexed interest rate swap transaction, whereby the effective interest rate on the bank term loan varies in relationship to the gold price. At a minimum gold price of $300 per ounce or less, the effective interest rate will be approximately 0.4% and at a maximum gold price of $410 or higher, the effective interest rate will be 9.5%. During the year, the effective rate amounted to 5.8%.
	Also during the year, under the terms of the loan agreement, 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 has been deferred and will be amortized against income as the options expire or are exercised. The fair value of these put options at December 31, 2003 is $2,030,000.
(ii)	The bank revolving working capital facility bears interest at LIBOR plus 3% and may be drawn down to a maximum of $25,000,000 prior to December 31, 2007, thereupon reduced to $15,000,000 until maturity date, June 30, 2008.
(iii)	The bank indebtedness is secured by corporate guarantees of Luismin and Peak. Debt issue costs of $4,242,000 have been deferred and are being amortized to earnings over the term of the debt. An amount of $745,000 has been amortized to December 31, 2003.

WHEATON RIVER MINERALS LTD     13

(iv)	The promissory note is due to Rio Algom, bears interest at LIBOR plus 2% and has a maturity date of May 30, 2005. The note is secured by the Company’s 12.5% indirect interest in Alumbrera acquired during June 2003 from Rio Algom. Principal repayments are comprised of 75% of any distributions received from Alumbrera, relating to the 12.5% interest acquired from Rio Algom. The promissory note is redeemable prior to maturity without penalty.
(v)	The Alumbrera project debt was incurred to finance the construction and operation of the Alumbrera Mine. The debt is formalized by a Common Security Agreement between Alumbrera, the owners of Alumbrera, and a consortium of commercial banks that was originally signed on February 26, 1997. The Company’s share of the remaining balance outstanding at December 31, 2003 is $57,980,000 of which $26,400,000 is current. There are certain pledges and mortgages associated with this agreement that apply to Alumbrera’s assets. The project debt is non-recourse to the Company and bears interest at LIBOR plus 1.5% to 1.75%.
	Under the project debt agreement, Alumbrera is required to maintain a Senior Debt Reserve Account in a segregated offshore trust account which is used to set aside funds for the servicing of upcoming, scheduled long-term debt repayments. The Company’s 37.5% interest in these funds is disclosed in these financial statements as appropriated cash and at December 31, 2003 amounted to $8,840,000.
(vi)	Scheduled minimum repayments of the Company’s long-term debt are as follows:

(in thousands)	Corporate		Project		Total
2004	$	14,600	$	26,400	$	41,000
2005		31,943		26,400		58,343
2006		15,000		5,180		20,180
2007		2,900		—		2,900
	$	64,443	$	57,980	$	122,423

13. PROVISION FOR RECLAMATION AND CLOSURE

(in thousands)
At January 1, 2002	$	3,831
Reclamation expenditures		(685	)
Provision for reclamation		47
Amounts acquired		9,072
Disposition of liability		(1,068	)
Other		74
At December 31, 2002		11,271
Reclamation expenditures		(1,854	)
Provision for reclamation		793
Amounts acquired		10,063
Disposition of liability		(830	)
Other		161
At December 31, 2003	$	19,604

The total undiscounted amount of estimated cash flows required to settle the obligations is $29,030,000 (2002 - $13,400,000), which has been discounted using discount rates ranging from 5-7%. Reclamation obligations at the Golden Bear mine of $1,315,000 are expected to be paid over the next two years and will be funded primarily from reclamation deposits on hand. Certain obligations at Luismin amounting to $5,500,000 will be paid over the next three 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.

WHEATON RIVER MINERALS LTD     14

14. FUTURE EMPLOYEE BENEFITS AND OTHER

(in thousands)	2003		2002
Defined benefit pension plan	$	2,796	$	3,008
Deferred employee profit sharing		5,549		2,344
Other		2,489		—
	$	10,834	$	5,352

The Company has a defined benefit pension plan for certain Mexican employees. Information on this plan is as follows:

(in thousands)	2003			2002			2001
Change in plan assets
Fair value of plan assets, beginning of year	$	228		$	—		$	—
Increase due to acquisition of Luismin (Note 3)		—			180			—
Actual return on plan assets		16			70			—
Benefits paid		—			(14	)		—
Contributions		463			—			—
Foreign exchange rate changes		(34	)		(8	)		—
Fair value of plan assets, end of year	$	673		$	228		$	—
Projected benefit obligation
Benefit obligations, beginning of year	$	3,147		$	—		$	—
Increase due to acquisition of Luismin (Note 3)		—			3,029			—
Service cost		259			149			—
Benefits paid		—			(14	)		—
Interest cost		244			135			—
Foreign exchange rate changes		(257	)		(123	)		—
Plan amendment/past service cost		649			—			—
Actuarial (gain) loss		62			(29	)		—
Benefit obligations, end of year	$	4,104		$	3,147		$	—
Excess of projected benefit obligation over plan assets	$	3,431		$	2,919		$	—
Unamortized past service costs		(649	)		—			—
Unamortized net actuarial gain		14			89			—
Accrued net pension liability	$	2,796		$	3,008		$	—
Employee future benefits expense
Service cost	$	259		$	149		$	—
Interest cost		244			135			—
Expected return on assets		(25	)		(8	)		—
Net expense	$	478		$	276		$	—
Significant assumptions used
Discount rate		9	%		9	%		—
Expected long-term rate of return on plan assets		9	%		9	%		—
Rate of compensation increase		6	%		6	%		—
Estimated average remaining service life	12 years			11 years				—

The Company has a defined contribution pension plan for certain Australian employees. The current service cost for 2003 was $552,000 (2002 - $nil; 2001 - $nil).

WHEATON RIVER MINERALS LTD     15

15. SHAREHOLDERS’ EQUITY

(a)	Shares issued
	In May 2001 the Company completed a private placement of 11,000,000 special warrants at a price of Cdn$0.50 per special warrant (Cdn$0.55 for persons associated with the Company) for gross proceeds of $3,456,000. Each special warrant was exchangeable, for no additional consideration, into one common share and one common share purchase warrant. Each share purchase warrant was exercisable into one common share at a price of Cdn$0.75 per share until May 23, 2003. The Company committed to spend $1,052,000 of these proceeds on exploration eligible for flow-through expenditures and these expenditures were subsequently made in 2002. In 2002 and 2001, special warrants in the amounts of 9,910,000 and 1,090,000 respectively were converted to shares and share purchase warrants.
	In May 2002 the Company completed a private placement to finance the Luismin purchase (Note 3) whereby 110,000,000 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 230,000,000 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.
	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 38,100,000 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 3).
(b)	Warrants
	A summary of the Company’s warrants at December 31, 2003, 2002, and 2001 and the changes for the years ending on those dates is presented below:

				Weighted
	Warrants			Average Exercise
	Outstanding			Price (Cdn$)
At January 1, 2001		2,000,000		$	1.00
Issued on exercise of special warrants		1,090,000			0.75
At December 31, 2001		3,090,000			0.91
Issued on exercise of special warrants		64,909,997			1.51
Exercised		(3,450,000	)		0.89
At December 31, 2002		64,549,997			1.52
Issued in connection with issuance of shares		100,359,522			2.27
Exercised		(9,601,400	)		0.76
At December 31, 2003		155,308,119		$	2.05

WHEATON RIVER MINERALS LTD     16

The following table summarizes information about the warrants outstanding at December 31, 2003:

	Warrants		Exercise Price
Expiry Date	Outstanding		(Cdn$)
May 30, 2007		112,461,095	$	1.65
August 25, 2008		42,847,024		3.10
		155,308,119

(c)	Share purchase options
	The 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, 2003 there were 2,057,566 (2002 – 4,818,000) options available for grant under the plan.
	A summary of the Company’s options at December 31, 2003, 2002 and 2001 and the changes for the years ending on those dates is presented below:

				Weighted
				Average
	Options			Exercise
	Outstanding			Price (Cdn$)
At January 1, 2001		5,194,263		$	0.49
Granted		5,342,058			0.50
Exercised		(1,988,520	)		0.35
Expired		(1,900,800	)		0.47
Forfeited		(528,487	)		0.86
At December 31, 2001		6,118,514			0.52
Granted		3,646,000			1.16
Exercised		(1,355,224	)		0.53
Expired		(20,400	)		0.29
Forfeited		(130,000	)		1.08
At December 31, 2002		8,258,890	)		0.79
Granted		22,965,000			2.20
Exercised		(6,620,694	)		1.09
Forfeited		(132,333	)		1.24
At December 31, 2003		24,470,863		$	2.03

The following table summarizes information about the options outstanding at December 31, 2003:

Weighted

Average

Weighted

Weighted

Exercise Price

Weighted

Average Exercise

Average

of Options

Average

Price of Options

Remaining Life

Options

Outstanding

Remaining

Options

Exercisable

of Options

Exercise Prices (Cdn$)

Outstanding

(Cdn$)

Contractual Life

Exercisable

(Cdn$)

Exercisable

$0.35 to $0.86

2,221,202

$

0.53

1.6 years

2,221,202

$

0.53

1.6 years

$1.10 to $1.92

13,379,661

1.47

3.7 years

12,491,667

1.49

3.7 years

$3.25

8,870,000

3.25

4.9 years

8,870,000

3.25

4.9 years

24,470,863

$

2.03

4.0 years

23,582,869

$

2.06

4.0 years

Share purchase options with a fair value of $467,000 were granted to non-employees in 2003 (2002 – $93,000; 2001 – $317,000). The compensation expense (2003 – $467,000; 2002 – $199,000; 2001 – $211,000) is charged to operations over the vesting period.

WHEATON RIVER MINERALS LTD     17

The following table summarizes information about options granted during 2003:

		Share Purchase		Exercise Price
Date Granted	Expiry Date	Options Granted		(Cdn$)
February 2003	February 2006		4,445,000	$	1.40
June 2003	June 2008		9,450,000		1.60
August 2003	August 2008		200,000		1.92
November 2003	November 2008		8,870,000		3.25
			22,965,000

Pro forma compensation expense

If the Company had included share purchase options granted to employees in the calculation of compensation expense, net earnings would be as follows:

(in thousands, except per share amounts)	2003			2002			2001
Net earnings (loss)	$	57,659		$	5,602		$	(10,733	)
Compensation expense of employees		(15,925	)		(923	)		(415	)
Pro forma net earnings (loss)	$	41,734		$	4,679		$	(11,148	)
Pro forma basic and diluted earnings (loss) per share	$	0.10		$	0.03		$	(0.19	)

Pro forma 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 60% (2002 – 70%; 2001 – 62%;), an annual risk free interest rate of 4% (2002 – 5%; 2001 – 5%) and expected lives of three years (2002 – five years). The weighted average fair value of options granted to directors, officers and employees during 2003 was $0.69 (2002 – $0.45; 2001 – $0.15).

16. SUPPLEMENTAL CASH FLOW INFORMATION

(in thousands)	Note			2003			2002			2001
Change in non-cash working capital
Accounts receivable				$	12,235		$	(516	)	$	(181	)
Product inventory and stockpiled ore					(8,220	)		501			1,314
Supplies inventory					(1,524	)		130			65
Accounts payable and accrued liabilities					4,282			(2,098	)		318
Income taxes payable					370			38			—
Other					(554	)		(296	)		107
				$	6,589		$	(2,241	)	$	1,623
Non-cash financing and investing activities
Promissory note issued		12	(iv)	$	25,000		$	—		$	—
Shares issued on acquisition of Luismin		3	(a)		22,367			6,805			—
Shares issued on conversion of special warrants		15			—			85,178			346
Common shares issued to pay royalties					—			—			356
Marketable securities received on sale of property, plant and equipment					1,263			207			2,636
Operating activities included the following cash payments
Interest paid				$	4,357		$	120		$	13
Income taxes paid					489			227			104

17.	RELATED PARTY TRANSACTIONS
	Consulting and other expenses for 2003 of $2,288,000 (2002 - - $1,512,000; 2001 - $373,000) were paid to corporations with directors in common and $nil (2002 - $nil; 2001 - $13,000) to a director of the Company. Restructuring expenses of $nil (2002 - $nil; 2001 - $80,000) were paid to corporations with common directors or ex-directors. Administration expenses for 2003 of $nil

WHEATON RIVER MINERALS LTD     18

were recovered from companies with directors in common (2002 - $10,000; 2001 - $32,000). All transactions with related parties have been recorded at the exchange amounts which approximate fair values.

In connection with the private placement in May 2001, the Company entered into an agreement with Endeavour Financial Corporation (“Endeavour”). Corporations and persons associated with Endeavour purchased most of the private placement and Endeavour arranged the private placement. The original agreement was to May 2002 and has been subsequently extended on a monthly basis. The agreement requires the Company to pay $10,000 per month and a success fee to be negotiated based on the value of any acquisitions, dispositions and financings. Two directors of Endeavour are directors of the Company.

18.	COMMITMENTS
	Commitments exist at Alumbrera and Peak for capital expenditures in 2004 of $2,132,000. The Company rents premises and leases equipment under operating leases that expire over the next nine years. Operating lease expense in 2003 was $2,154,000 (2002 - $880,000; 2001 - $125,000). Following is a schedule of future minimum rental and lease payments required:

(in thousands)
2004	$	1,616,000
2005		831,000
2006		329,000
2007		204,000
2008		166,000
		3,146,000
Thereafter		624,000
Total minimum payments required	$	3,770,000

19.

SEGMENTED INFORMATION

The 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”. Combined statements of operations include the Company’s 37.5% interest in Alumbrera as if it had been proportionately consolidated at 25% from March 18 to June 23, 2003, and then at 37.5% from June 24, 2003.

	2003
													Consoli-
(in thousands)	Mexico			Australia			Argentina			Corporate			dated			Adjustments			Argentina			Combined
Statements of Operations
Sales	$	66,251		$	36,475		$	109,907		$	—		$	212,633		$	(109,907	)	$	142,141		$	244,867
Cost of sales		34,422			24,301			33,231			—			91,954			(33,231	)		45,795			104,518
Depreciation and depletion		6,242			4,254			21,897			—			32,393			(21,897	)		29,589			40,085
Other		259			1,270			2,976			—			4,505			(2,976	)		3,784			5,313
		40,923			29,825			58,104			—			128,852			(58,104	)		79,168			149,916
Earnings from mining operations		25,328			6,650			51,803			—			83,781			(51,803	)		62,973			94,951
General and administrative expenses		(4,816	)		—			—			(4,838	)		(9,654	)		—			—			(9,654	)
Interest and finance fees		(264	)		(46	)		(1,919	)		(2,089	)		(4,318	)		1,919			(3,043	)		(5,442	)
Other (expenses) income		(1,665	)		156			1,304			5,775			5,570			(1,304	)		1,721			5,987
Equity in earnings of Minera Alumbrera Ltd		—			—			—			7,324			7,324			(7,324	)		—			—
Earnings before income taxes		18,583			6,760			51,188			6,172			82,703			(58,512	)		61,651			85,842
Income tax (expense) recovery		(7,781	)		(1,483	)		(15,356	)		(424	)		(25,044	)		15,356			(18,495	)		(28,183	)
Net earnings	$	10,802		$	5,277		$	35,832		$	5,748		$	57,659		$	(43,156	)	$	43,156		$	57,659

WHEATON RIVER MINERALS LTD     19

	2003
										Consoli-
(in thousands)	Mexico		Australia		Argentina		Corporate			dated
Balance Sheets
Cash and cash equivalents	$	7,762	$	521	$	56,054	$	87,541		$	151,878
Other current assets		9,520		5,666		56,420		1,296			72,902
Property, plant and equipment		293,370		39,144		251,057		340			583,911
Other non-current assets		4,619		6,098		59,170		12,427			82,314
	$	315,271	$	51,429	$	422,701	$	101,604		$	891,005
Current liabilities other than long-term debt	$	10,932	$	5,418	$	18,345	$	1,601		$	36,296
Long-term debt		—		—		57,980		64,443			122,423
Other non-current liabilities		99,240		7,767		67,847		1,314			176,168
Inter-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		$	891,005
Capital asset expenditures	$	15,780	$	9,653	$	3,411	$	166		$	29,010

	2002									2001
							Consol-									Consol-
(in thousands)	Mexico			Corporate			idated			Corporate			Other			idated
Statements of Operations
Sales	$	34,693		$	—		$	34,693		$	9,010		$	—		$	9,010
Cost of sales		19,355			—			19,355			5,452			—			5,452
Depreciation and depletion		3,028			—			3,028			324			—			324
Other		75			—			75			1,731			—			1,731
		22,458			—			22,458			7,507			—			7,507
Earnings from mining operations		12,235			—			12,235			1,503			—			1,503
General and administrative expenses		(3,899	)		(2,430	)		(6,329	)		(2,516	)		—			(2,516	)
Interest and finance fees		(82	)		(405	)		(487	)		(13	)		—			(13	)
Other (expenses) income		(653	)		3,289			2,636			(3,252	)		(6,301	)		(9,553	)
Earnings (loss) before income taxes		7,601			454			8,055			(4,278	)		(6,301	)		(10,579	)
Income tax (expense) recovery		(2,611	)		158			(2,453	)		(154	)		—			(154	)
Net earnings (loss)	$	4,990		$	612		$	5,602		$	(4,432	)	$	(6,301	)	$	(10,733	)

WHEATON RIVER MINERALS LTD     20

			2002
						Consol-
(in thousands)	Mexico		Corporate			idated
Balance Sheets
Cash and cash equivalents	$	6,223	$	16,713		$	22,936
Other current assets		9,064		2,334			11,398
Property, plant and equipment		110,654		242			110,896
Other non-current assets		5,613		1,255			6,868
	$	131,554	$	20,544		$	152,098
Current liabilities	$	9,402	$	510		$	9,912
Other non-current liabilities		32,009		2,123			34,132
Inter-company balances		85,153		(85,153	)		—
Shareholders’ equity		4,990		103,064			108,054
	$	131,554	$	20,544		$	152,098
Capital asset expenditures	$	4,681	$	533		$	5,214

20. 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:

	2003
				Alumbrera
	Canadian			Equity			US GAAP			US
(in thousands, except per share amounts)	GAAP			Adjustment (a)			Adjustments			GAAP
Consolidated Statements of Operations
Sales	$	212,633		$	(109,907	)	$	—		$	102,726
Cost of sales		91,954			(33,231	)		—			58,723
Depreciation and depletion		34,171			(21,897	)		3,548	(c)		15,822
Royalties and reclamation		4,505			(2,976	)		—			1,529
General and administrative expenses		9,654			—			—			9,654
Other income		(7,348	)		1,304			—			(6,044	)
		132,936			(56,800	)		3,548			79,684
Earnings from operations		79,697			(53,107	)		(3,548	)		23,042
Interest 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)		41,541
Earnings before income taxes		82,703			(15,356	)		(7,284	)		60,063
Income tax (expense) recovery		(25,044	)		15,356			1,678	(d)		(8,010	)
Net earnings	$	57,659		$	—		$	(5,606	)	$	52,053
Marketable securities		—			—			(1,048	)(b)		(1,048	)
Comprehensive income	$	57,659		$	—		$	(6,654	)	$	51,005
Earnings per share — basic	$	0.14								$	0.13
Earnings per share — diluted	$	0.13								$	0.12

WHEATON RIVER MINERALS LTD     21

	2002
				Alumbrera
	Canadian			Equity		US GAAP			US
(in thousands, except per share amounts)	GAAP			Adjustment (a)		Adjustments			GAAP
Consolidated Statements of Operations
Sales	$	34,693		$	—	$	—		$	34,693
Cost of sales		19,355			—		—			19,355
Depreciation and depletion		3,136			—		1,166	(c)		4,302
Royalties and reclamation		75			—		—			75
General and administrative expenses		6,329			—		—			6,329
Other income		(2,744	)		—		—			(2,744	)
		26,151			—		1,166			27,317
Earnings from operations		8,542			—		(1,166	)		7,376
Interest and finance fees		(487	)		—		—			(487	)
Earnings before income taxes		8,055			—		(1,166	)		6,889
Income tax expense		(2,453	)		—		373	(d)		(2,080	)
Net earnings	$	5,602		$	—	$	(793	)	$	4,809
Marketable securities		—			—		1,247	(b)		1,247
Comprehensive income	$	5,602		$	—	$	454		$	6,056
Earnings per share — basic	$	0.04							$	0.04
Earnings per share — diluted	$	0.04							$	0.03

	2001
				Alumbrera
	Canadian			Equity		US GAAP			US
(in thousands, except per share amounts)	GAAP			Adjustment (a)		Adjustments			GAAP
Consolidated Statements of Operations
Sales	$	9,010		$	—	$	—		$	9,010
Cost of sales		5,452			—		—			5,452
Depreciation and depletion		349			—		—			349
Royalties and reclamation		1,731			—		—			1,731
General and administrative expenses		2,516			—		—			2,516
Other expenses		9,528			—		589	(f,j)		10,117
		19,576			—		589			20,165
Loss from operations		(10,566	)		—		(589	)		(11,155	)
Interest and finance fees		(13	)		—		—			(13	)
Gain on derivative instruments		—			—		143	(e)		143
Loss before income taxes		(10,579	)		—		(446	)		(11,025	)
Income tax expense		(154	)		—		(4	) (d)		(158	)
Net loss	$	(10,733	)	$	—	$	(450	)	$	(11,183	)
Marketable securities		—			—		346	(b)		346
Foreign exchange translation adjustment		—					(1,226	) (j)		(1,226	)
Comprehensive loss	$	(10,733	)	$	—	$	(1,330	)	$	(12,063	)
Loss per share — basic and diluted	$	(0.18	)						$	(0.19	)

WHEATON RIVER MINERALS LTD     22

	2003
			Alumbrera
	Canadian		Equity			US GAAP			US
(in thousands)	GAAP		Adjustment (a)			Adjustments			GAAP
Consolidated Balance Sheets
Cash and cash equivalents	$	151,878	$	(56,054	)	$	—		$	95,824
Accounts receivable (net of $89 allowance)		31,824		(25,129	)		—			6,695
Other current assets		41,078		(31,291	)		560	(b)		10,347
Total Current Assets		224,780		(112,474	)		560			112,866
Property, plant and equipment		583,911		(251,057	)		(4,714	)(c)		328,140
Investment in Minera Alumbrera Ltd		—		278,529			(1,615	)(e)		276,914
Other non-current assets		82,314		(59,170	)		(2,121	)(e)		21,023
Total Assets	$	891,005	$	(144,172	)	$	(7,890	)	$	738,943
Current liabilities other than long-term debt	$	36,296	$	(18,345	)	$	—		$	17,951
Current portion of long-term debt		41,000		(26,400	)		—			14,600
Total Current Liabilities		77,296		(44,745	)		—			32,551
Long-term debt		81,423		(31,580	)		—			49,843
Other non-current liabilities		176,168		(67,847	)		(2,051	)(d)		106,270
Total Liabilities		334,887		(144,172	)		(2,051	)		188,664
Total Shareholders’ equity		556,118		—			(5,839	)		550,279
Total Liabilities and Shareholders’ Equity	$	891,005	$	(144,172	)	$	(7,890	)	$	738,943

	2002
			Alumbrera
	Canadian		Equity		US GAAP			US
(in thousands)	GAAP		Adjustment (a)		Adjustments			GAAP
Consolidated Balance Sheets
Cash and cash equivalents	$	22,936	$	—	$	—		$	22,936
Accounts receivable (net of $73 allowance)		5,617		—		—			5,617
Other current assets		5,781		—		1,608	(b)		7,389
Total Current Assets		34,334		—		1,608			35,942
Property, plant and equipment		110,896		—		(1,166	)(c)		109,730
Other non-current assets		6,868		—		—			6,868
Total Assets	$	152,098	$	—	$	442		$	152,540
Total Current Liabilities	$	9,912	$	—	$	—		$	9,912
Other non-current liabilities		34,132		—		(373	)(d)		33,759
Total Liabilities		44,044		—		(373	)		43,671
Total Shareholders’ equity		108,054		—		815			108,869
Total Liabilities and Shareholders’ Equity	$	152,098	$	—	$	442		$	152,540

WHEATON RIVER MINERALS LTD     23

																			Share
													Share Purchase						Purchase		Con-		Compre-			Retained
(dollars, shares and	Common Shares						Special Warrants						Warrants						Options		tributed		hensive			Earnings
warrants in thousands)	Shares			Amount			Warrants			Amount			Warrants			Amount			Amount		Surplus		Income			(Deficit)			Total
Consolidated Statements of Shareholders’ Equity
At January 1, 2001		52,729		$	28,410			—			—			2,000		$	242		$	80	$	675	$	(607	)	$	(4,352	)	$	24,448
Shares issued for royalty payments		900			366			—			—			—			—			—		—		—			—			366
Special warrants issued		—			—			11,000			3,557			—			—			—		—		—			—			3,557
Special warrants exercised		1,090			200			(1,090	)		(356	)		1,090			156			—		—		—			—			—
Stock options exercised		1,989			450			—			—			—			—			—		—		—			—			450
Shares repurchased and cancelled		(107	)		(52	)		—			—			—			—			—		29		—			—			(23	)
Share issue costs		—			(384	)		—			—			—			—			—		—		—			—			(384	)
Fair value of stock options issued		—			—			—			—			—			—			326		—		—			—			326
Marketable securities		—			—			—			—			—			—			—		—		346			—			346
Foreign currency translation		—			—			—			—			—			—			—		—		(1,226	)		—			(1,226	)
Net loss		—			—			—			—			—			—			—		—		—			(11,183	)		(11,183	)
At December 31, 2001		56,601			28,990			9,910			3,201			3,090			398			406		704		(1,487	)		(15,535	)		16,677
Special warrants issued		—			—			110,000			82,068			—			—			—		—		—			—			82,068
Special warrants exercised		119,910			66,246			(119,910	)		(85,269	)		64,910			19,023			—		—		—			—			—
Stock options exercised		1,355			411			—			—			—			—			—		—		—			—			411
Warrants exercised		3,450			2,454			—			—			(3,450	)		(444	)		—		—		—			—			2,010
Shares issued on acquisition of Luismin		9,084			6,805			—			—			—			—			—		—		—			—			6,805
Share issue costs		—			(5,251	)		—			—			—			—			—		—		—			—			(5,251	)
Fair value of stock options issued		—			—			—			—			—			—			93		—		—			—			93
Marketable securities		—			—			—			—			—			—			—		—		1,247			—			1,247
Net earnings		—			—			—			—			—			—			—		—		—			4,809			4,809
At December 31, 2002		190,400			99,655			—			—			64,550			18,977			499		704		(240	)		(10,726	)		108,869
Share options exercised		6,621			5,431			—			—			—			—			—		—		—			—			5,431
Warrants exercised		9,602			6,542			—			—			(9,602	)		(1,350	)		—		—		—			—			5,192
Shares issued		327,074			357,896			—			—			100,360			44,370			—		—		—			—			402,266
Share issue costs		—			(22,951	)		—			—			—			—			—		—		—			—			(22,951	)
Fair value of stock options issued		—			—			—			—			—			—			467		—		—			—			467
Marketable securities		—			—			—			—			—			—			—		—		(1,048	)		—			(1,048	)
Net earnings		—			—			—			—			—			—			—		—		—			52,053			52,053
At December 31, 2003		533,697		$	446,573		$	—		$	—			155,308		$	61,997		$	966	$	704	$	(1,288	)	$	41,327		$	550,279

WHEATON RIVER MINERALS LTD 24

(in thousands)	2003			2002			2001
Consolidated Statements of Cash Flows
Operating activities
Operating activities under Canadian GAAP	$	126,678		$	4,361		$	1,691
Alumbrera equity adjustment (a)		(57,801	)		—			—
Foreign exchange translation adjustment (j)		—			—			58
Operating activities under US GAAP	$	68,877		$	4,361		$	1,749
Financing activities
Financing activities under Canadian GAAP	$	375,024		$	79,238		$	3,497
Alumbrera equity adjustment (a)		19,362			—			—
Foreign exchange translation adjustment (j)		—			—			102
Financing activities under US GAAP	$	394,386		$	79,238		$	3,599
Investing activities
Investing activities under Canadian GAAP	$	(372,760	)	$	(62,398	)	$	(14,486	)
Alumbrera equity adjustment (a)		(17,615	)		—			—
Foreign exchange translation adjustment (j)		—			—			(431	)
Investing activities under US GAAP	$	(390,375	)	$	(62,398	)	$	(14,917	)
Effect of foreign exchange on cash and cash equivalents	$	—		$	—		$	(414	)

(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”) No. 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 substantially 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, 2003, 2002 and 2001. US GAAP adjustments have been tax affected based on enacted or substantially enacted statutory tax rates applicable to the relevant jurisdiction.
(e)	Accounting for derivative instruments and hedging activities
	SFAS No. 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.
(f)	Share purchase warrants
	The Company, from time to time, issues special warrants 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 normally 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

WHEATON RIVER MINERALS LTD 25

	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 US GAAP purposes the Company accounts for stock-based compensation to employees and directors under Accounting Principles Board Opinion No 25, Accounting for Stock Issued to Employees, (“APB No. 25”), 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 2003, 2002 and 2001, respectively, under this method.
	SFAS No. 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 No. 123, however, allows the Company to continue to measure the compensation expense of employees in accordance with APB No. 25. The Company has adopted the disclosure-only provisions of SFAS No. 123.
	The following pro forma financial information presents the net earnings (loss) for the years ended December 31 and the earnings (loss) per share had the Company adopted SFAS 123 for all stock options issued to directors, officers and employees.

(in thousands)	2003			2002			2001
Net earnings (loss) for the period under US GAAP	$	52,053		$	4,809		$	(11,183	)
Additional stock-based compensation expense (Note 15 (c))		(15,925	)		(923	)		(415	)
Pro forma net earnings (loss)	$	36,128		$	3,886		$	(11,598	)
Pro forma basic earnings (loss) per share	$	0.09		$	0.03		$	(0.19	)
Pro forma diluted earnings (loss) per share	$	0.08		$	0.03		$	(0.19	)

(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 (loss), before interest and finance fees, derivative instruments, equity in earnings of Minera Alumbrera Ltd and income taxes.
(i)	Flow-through shares
	Under Canadian GAAP, flow-through shares are recorded at their face value, net of related issuance costs. When eligible expenditures are made, the carrying value of these expenditures may exceed their tax value. The tax effect of this temporary difference is recorded as a cost of issuing the shares.
	The Financial Accounting Standards Board (“FASB”) staff has taken the view that under SFAS No. 109, Accounting for Income Taxes, the proceeds from issuance should be allocated between the offering of shares and the sale of tax benefits. The allocation is made based on the difference between the quoted price of the existing shares and the amount the investor pays for the shares. A liability is recognized for this difference. The liability is reversed when tax benefits are renounced and a deferred tax liability is recognized at that time. Income tax expense is the difference between the amount of deferred tax liability and the liability recognized on issuance. The flow-through shares issued during 2001 were granted at the fair value of existing non flow-through shares. As such, no liability was recognized for the difference between the quoted price of the existing shares and the amount paid for the flow-through shares.
(j)	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.

WHEATON RIVER MINERALS LTD 26

	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.
(k)	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 Alumbrera and Peak at the beginning of 2002 and Luismin at the beginning of 2001:

(in thousands)	2003		2002		2001
Sales	$	110,413	$	99,540		76,996
Net earnings (loss)		75,149		25,181		(5,903	)
Pro forma basic earnings (loss) per share	$	0.18	$	0.07	$	(0.03	)
Pro forma diluted earnings (loss) per share	$	0.17	$	0.07	$	(0.03	)

	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 Alumbrera and Peak, and Luismin were issued at the beginning of 2002 and 2001 respectively. This information may not be necessarily indicative of the future combined results of operations of the Company.
(l)	Recently released accounting standards
	In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equities. SFAS No. 150 requires certain financial instruments that were accounted for as equity under previous guidance to now be accounted for as liability. SFAS No. 150 applies to mandatory redeemable stock and certain financial instruments that require or may require settlement by transferring cash or other assets. SFAS No. 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 No. 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 No. 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 No. 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 No. 149 will have on its consolidated financial position or results of operations.
	In January 2003, the FASB issued FIN No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. FIN No. 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 No. 46 is effective for all new variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN No. 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 No. 46 will have a material effect on the Company’s financial position or results of operations.

WHEATON RIVER MINERALS LTD 27

21. SUBSEQUENT EVENTS

(a)

Acquisition of Amapari gold development project

On January 9, 2004 the Company acquired a 100% interest in the Amapari gold development project in Brazil for total consideration of $113.5 million including acquisition costs. Of the purchase price, $25 million was paid in cash and the remainder 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 preliminary allocation of the purchase price is summarized in the table below.

(in thousands)
Purchase price:
Cash paid	$	25,000
Shares and share purchase warrants issued		87,300
Acquisition costs		1,200
	$	113,500
Net assets acquired:
Cash	$	300
Non-cash working capital		(2,000	)
Property, plant and equipment		130,400
Debt, due in 2004		(15,200	)
	$	113,500

(b)

Proposed combination with IAMGOLD Corporation

On March 30, 2004, the Company announced a proposed combination with IAMGOLD Corporation (“IAMGOLD”) that will be completed by way of a plan of arrangement whereby each share of the Company will be exchanged for 0.55 of an IAMGOLD share. As a result of the proposed transaction, the combined company will be held 68% by existing Wheaton shareholders and 32% by existing IAMGOLD shareholders (74% and 26% respectively, on a fully diluted basis). The combination is subject to due diligence, to be concluded before April 30, 2004 whereupon the parties will enter into a definitive agreement. The combination is subject to receipt of all requisite regulatory approvals, third party consents and other conditions customary in transactions of this nature. The combination must be approved by at least two-thirds of the votes cast by the shareholders of Wheaton and by a majority of the votes cast by the shareholders of IAMGOLD. The shareholder meetings are expected to be held in June 2004, with the transaction expected to close shortly thereafter. If the combination does not occur as a result of one of the parties accepting a superior proposal from a competing bidder then the party which accepted the superior proposal will be required to pay a fee equal to three percent of its market capitalization to the other party.

WHEATON RIVER MINERALS LTD 28

EX-99.4

WHEATON RIVER MINERALS LTD Management’s Discussion and Analysis of Results of Operations and Financial Condition Year Ended December 31, 2003

WHEATON RIVER MINERALS LTD
Management’s Discussion and Analysis of
Results of Operations and Financial Condition

The following should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2003 and related notes thereto which have been prepared in accordance with Canadian generally accepted accounting principles. All figures are in United States dollars unless otherwise noted.

2003 HIGHLIGHTS

• Net earnings of $57.7 million ($0.14 per share) compared with $5.6 million ($0.04 per share) in 2002.

• Operating cash flows of $126.7 million (2002 - $4.4 million).

• Sales of 450,100 gold equivalent ounces and 113.7 million pounds of copper (2002 - 106,300 gold equivalent ounces).

• Total cash costs of $61 per gold equivalent ounce (2002 - $182).

• The Company remains unhedged to increases in gold, copper and silver prices.

• Cash and cash equivalents at December 31, 2003 of $151.9 million (2002 - $22.9 million) and working capital of $147.5 million (2002 - $24.4 million).

OVERVIEW

Wheaton River Minerals Ltd. (“Wheaton” or the “Company”) is a growth-oriented precious metals mining company with operations in Mexico, Argentina, Brazil and Australia.

During 2003, Wheaton acquired a 37.5% interest in the world-class Alumbrera gold/copper mine in Argentina and 100% of the Peak gold mine in Australia. In addition, the Company acquired the Los Filos gold project in Mexico and, on January 9, 2004, the Amapari gold project in northern Brazil.

On March 30, 2004, the Company announced a proposed combination with IAMGold Corporation (“IAMGold”) that will be completed by way of a plan of arrangement whereby each share of the Company will be exchanged for 0.55 of an IAMGold share. As a result of the proposed transaction, the combined company will be held 68% by existing Wheaton shareholders and 32% by existing IAMGold shareholders (74% and 26% respectively, on a fully diluted basis). The combination is subject to receipt of all requisite regulatory approvals, third party consents and other conditions customary in transactions of this nature. The combination must be approved by at least two-thirds of the votes cast by the shareholders of Wheaton and by a majority of the votes cast by the shareholders of IAMGold. The shareholder meetings are expected to be held in June 2004, with the transaction expected to close shortly thereafter. If the combination does not occur as a result of one of the parties accepting a superior proposal from a competing bidder then the party which accepted the superior proposal will be required to pay a fee equal to three percent of its market capitalization to the other party.

WHEATON RIVER MINERALS LTD           1

Summarized Financial Results

	2003		2002		2001
	(Notes 2 and 3)		(Note 4)		(Note 5)
Sales ($000’s)	$	212,633	$	34,693	$	9,010
• Gold (ounces)		369,300		59,700		33,700
• Silver (ounces)		6,054,200		3,208,900		—
• Gold equivalent (ounces) (Note 1)		450,100		106,300		33,700
• Copper (lbs)		113,718,700		—		—
Net earnings (loss) ($000’s)	$	57,659	$	5,602	$	(10,733	)
Earnings (loss) per share — basic	$	0.14	$	0.04	$	(0.18	)
— diluted	$	0.13	$	0.04	$	(0.18	)
Cash flow from operations ($000’s)	$	126,678	$	4,361	$	1,691
Average realized gold price ($’s per ounce)	$	365	$	326	$	278
Average realized silver price ($’s per ounce)	$	4.88	$	4.55	$	—
Average realized copper price ($’s per lb)	$	0.86	$	—	$	—
Total cash costs (per gold equivalent ounce) (Note 6)	$	61	$	182	$	173
Cash and cash equivalents ($000’s)	$	151,878	$	22,936	$	1,735
Total assets ($000’s)	$	891,005	$	152,098	$	21,207
Long-term debt ($000’s)	$	122,423	$	—	$	—
Shareholders’ equity ($000’s)	$	556,118	$	108,054	$	16,316

(1)	Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the year ended December 31, 2003 the equivalency ratio was 75 (2002 – 69) ounces of silver equals one ounce of gold sold.
(2)	Includes Peak’s results from March 18, 2003 onwards.
(3)	Includes, with the exception of sales, 25% of Alumbrera’s total operating results for the period March 18 to June 23, 2003, and 37.5% of the results for the period June 24 to December 31, 2003. Sales include 37.5% of Alumbrera’s total sales for the period from June 24 to December 31, 2003. Prior to June 24, 2003, the Company used the equity method to account for its 25% investment in Alumbrera.
(4)	Includes Luismin’s results from June 19, 2002 onwards.
(5)	Includes results of the Golden Bear mine in Canada, which ceased commercial production in 2001 and is presently in the process of being reclaimed.
(6)	The calculation of total cash costs per ounce for Peak and Alumbrera is net of by-product copper sales revenue.

Net earnings for 2003 were $57,659,000 or $0.14 per share, compared to $5,602,000 or $0.04 per share in 2002. The increase was primarily as a result of the contribution from the Alumbrera and Peak mines, acquired during 2003.

WHEATON RIVER MINERALS LTD           2

Quarterly Financial Review

2003	Q1		Q2		Q3		Q4			Total
(Notes 2 and 3)
Sales ($000’s)	$	17,257	$	28,814	$	63,142	$	103,420		$	212,633
• Gold (ounces)		35,100		92,600		105,400		136,200			369,300
• Silver (ounces)		1,561,900		1,500,500		1,515,900		1,475,900			6,054,200
• Gold equivalent (ounces) (Note 1)		55,600		112,400		126,100		156,000			450,100
• Copper (lbs)		3,551,000		28,139,400		28,296,800		53,731,500			113,718,700
Net earnings ($000’s)	$	4,064	$	11,088	$	14,689	$	27,818		$	57,659
Earnings per share — basic	$	0.02	$	0.03	$	0.03	$	0.06		$	0.14
— diluted	$	0.02	$	0.03	$	0.03	$	0.05		$	0.13
Cash flow from operations ($000’s)	$	9,752	$	20,990	$	31,453	$	64,483		$	126,678
Average realized gold price ($’s per ounce)	$	347	$	353	$	366	$	385		$	365
Average realized silver price ($’s per ounce)	$	4.64	$	4.61	$	5.00	$	5.29		$	4.88
Average realized copper price ($’s per lb)	$	0.68	$	0.74	$	0.81	$	0.96		$	0.86
Total cash costs (per gold equivalent ounce) (Note 5)	$	175	$	90	$	98	$	(39	)	$	61

2002	Q1			Q2		Q3			Q4		Total
(Note 4)
Sales ($000’s)	$	—		$	915	$	15,840		$	17,938	$	34,693
• Gold (ounces)		—			1,500		25,900			32,300		59,700
• Silver (ounces)		—			90,900		1,445,800			1,672,200		3,208,900
• Gold equivalent (ounces) (Note 1)		—			2,900		47,800			55,600		106,300
Net earnings ($000’s)	$	262		$	1,814	$	949		$	2,577	$	5,602
Earnings per share — basic	$	0.00		$	0.02	$	0.01		$	0.01	$	0.04
— diluted	$	0.00		$	0.02	$	0.01		$	0.01	$	0.04
Cash flow from operations ($000’s)	$	(1,050	)	$	2,443	$	(2,663	)	$	5,631	$	4,361
Average realized gold price ($’s per ounce)	$	—		$	299	$	331		$	323	$	326
Average realized silver price ($’s per ounce)	$	—		$	4.47	$	4.60		$	4.51	$	4.55
Total cash costs (per gold equivalent ounce)	$	—		$	176	$	182		$	186	$	182

(1)	Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period.
(2)	Includes Peak’s results from March 18, 2003 onwards.
(3)	Includes, with the exception of sales, 25% of Alumbrera’s total operating results for the period March 18 to June 23, 2003, and 37.5% of the results for the period June 24 to December 31, 2003. Sales include 37.5% of Alumbrera’s total sales for the period from June 24 to December 31, 2003. Prior to June 24, 2003, the Company used the equity method to account for its 25% investment in Alumbrera.
(4)	Includes Luismin’s results from June 19, 2002 onwards.
(5)	The calculation of total cash costs per ounce for Peak and Alumbrera is net of by-product copper sales revenue.

WHEATON RIVER MINERALS LTD           3

RESULTS OF OPERATIONS

	2003
	Luismin		Peak		Alumbrera			Corporate			Total
	(Note 1)		(Note 2)		(Notes 3 and 4)
Sales ($000’s)	$	66,251	$	36,475	$	109,907		$	—		$	212,633
• Gold (ounces)		106,300		97,200		165,800			—			369,300
• Silver (ounces)		6,054,200		—		—			—			6,054,200
• Gold equivalent (ounces) (Note 1)		187,100		97,200		165,800			—			450,100
• Copper (lbs)		—		2,964,100		110,754,600			—			113,718,700
Net earnings (loss) ($000’s)	$	10,802	$	5,277	$	43,156		$	(1,576	)	$	57,659
Average realized gold price ($’s per ounce)	$	366	$	365	$	365		$	—		$	365
Average realized silver price ($’s per ounce)	$	4.88	$	—	$	—		$	—		$	4.88
Average realized copper price ($’s per lb)	$	—	$	0.85	$	0.86		$	—		$	0.86
Total cash costs (per gold equivalent ounce)	$	186	$	250	$	(191	)	$	—		$	61

(1)	Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the year ended December 31, 2003 the equivalency ratio was 75 ounces of silver equals one ounce of gold sold.
(2)	Peak results include the Company’s 100% interest from March 18, 2003 onwards. The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue.
(3)	Includes, with the exception of sales, 25% of Alumbrera’s total operating results for the period March 18 to June 23, 2003, and 37.5% of the results for the period June 24 to December 31, 2003. Sales include 37.5% of Alumbrera’s total sales for the period from June 24 to December 31, 2003. Prior to June 24, 2003, the Company used the equity method to account for its 25% investment in Alumbrera.
(4)	The calculation of total cash costs per ounce of gold for Alumbrera is net of by-product copper sales revenue. If copper production were treated as a co-product, average total cash costs at Alumbrera would be $117 per ounce of gold and $0.40 per pound of copper.

			2002
	Luismin		Corporate		Total
	(Note 1)
Sales ($000’s)	$	34,693	$	—	$	34,693
• Gold (ounces)		59,700		—		59,700
• Silver (ounces)		3,208,900		—		3,208,900
• Gold equivalent (ounces) (Note 1)		106,300		—		106,300
Net earnings ($000’s)	$	4,990	$	612	$	5,602
Average realized gold price ($’s per ounce)	$	326	$	—	$	326
Average realized silver price ($’s per ounce)	$	4.55	$	—	$	4.55
Total cash costs (per gold equivalent ounce)	$	182	$	—	$	182

(1) Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the year ended December 31, 2002 the equivalency ratio was 69 ounces of silver equals one ounce of gold sold.

WHEATON RIVER MINERALS LTD           4

OPERATIONAL REVIEW

Luismin Mines

The Company acquired the Luismin gold/silver mines during June, 2002 for a purchase price of $76,886,000 including acquisition costs. 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.

		2003										2002
		Q1		Q2		Q3		Q4		Total		Total
• Ore mined (tonnes)			189,800		184,500		186,300		181,800		742,400		422,900
• Ore milled (tonnes)			183,900		181,900		182,800		176,000		724,600		420,700
• Grade (grams/tonne)	- Gold		4.43		4.54		5.01		5.21		4.79		4.40
	- Silver		291.23		288.92		285.88		291.15		289.28		263.14
• Recovery (%)	- Gold		96		96		97		97		97		96
	- Silver		90		91		91		90		91		90
• Production (ounces)	- Gold		25,100		25,400		28,300		28,100		106,900		57,400
	- Silver		1,554,700		1,527,600		1,520,700		1,483,300		6,086,300		3,218,300
	- Gold equivalent (Note 1)		45,700		45,600		49,200		48,000		188,500		104,000
• Sales	- ($’000’s)	$	15,653	$	15,103	$	17,152	$	18,343	$	66,251	$	34,693
	- Gold (ounces)		25,600		25,000		27,600		28,100		106,300		59,700
	- Silver (ounces)		1,561,900		1,500,500		1,515,900		1,475,900		6,054,200		3,208,900
	- Gold equivalent (ounces) (Note 1)		46,100		44,800		48,300		47,900		187,100		106,300
• Net earnings ($’000’s)		$	3,312	$	2,768	$	4,145	$	577	$	10,802	$	4,990
• Average realized gold price ($’s per ounce)		$	353	$	350	$	366	$	393	$	366	$	326
• Average realized silver price ($’s per ounce)		$	4.64	$	4.61	$	5.00	$	5.29	$	4.88	$	4.55
• Total cash costs (per gold equivalent ounce)		$	185	$	200	$	180	$	179	$	186	$	182

(1) Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the year ended December 31, 2003 the equivalency ratio was 75 (2002 - 69) ounces of silver equals one ounce of gold sold.

During 2003, the Luismin gold/silver operations in Mexico sold 187,100 gold equivalent ounces at a total cash cost of $186 per ounce, compared with sales of 106,300 gold equivalent ounces at a total cash cost of $182 per ounce in 2002. The Luismin operations were acquired during June 2002, and hence the 2002 Wheaton operating results only include six and a half months of the Luismin operations.

General and administrative expenses in 2003 were $4,816,000 compared to $3,899,000 in 2002. The 2003 costs represent the full year of operations whereas 2002 costs were incurred since the acquisition date on June 19, 2002. Costs incurred during the six and a half months of 2002 were abnormally high due to non-recurring expenses that resulted from the acquisition of Luismin by Wheaton.

Luismin owns a significant number of exploration properties, several of which are being explored and funded by joint venture partners. Luismin exploration expense in 2003 was $1,103,000 compared with $375,000 in 2002.

The tax rate for the Luismin operations averaged 42% for the year, as compared with an expected rate of 32%, primarily as a result of certain expenses not being deductible for tax purposes. Luismin paid no significant cash taxes in 2003.

WHEATON RIVER MINERALS LTD           5

Peak Mine

The Company acquired the Peak gold mine in Australia on March 18, 2003 for a purchase price of $33,924,000 including acquisition costs.

		2003
		Q1			Q2		Q3		Q4		Total
• Ore mined (tonnes)			20,000			247,500		352,700		219,200		839,400
• Ore milled (tonnes)			25,300			157,200		157,500		153,100		493,100
• Grade	- Gold (grams/tonne)		6.14			6.56		7.81		5.93		6.74
	- Copper (%)		—			0.49		0.53		0.54		0.52
• Recovery (%)	- Gold		85			87		85		88		85
	- Copper		—			67		84		77		75
• Production	- Gold (ounces)		4,100			28,900		33,600		25,700		92,300
	- Copper (lbs)		—			778,700		1,438,100		1,396,800		3,613,600
• Sales	- ($’000’s)	$	1,605		$	9,475	$	14,639	$	10,756	$	36,475
	- Gold (ounces)		4,800			26,700		39,200		26,500		97,200
	- Copper (lbs)		—			—		1,843,000		1,121,100		2,964,100
• Net earnings (loss) ($’000’s)		$	(121	)	$	1,298	$	1,721	$	2,379	$	5,277
• Average realized gold price ($’s per ounce)		$	331		$	355	$	365	$	391	$	365
• Average realized copper price ($’s per lb)		$	—		$	—	$	0.80	$	0.90	$	0.85
• Total cash costs (per ounce) (Note 1)		$	330		$	221	$	223	$	302	$	250

(1) The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue.

Peak sold 97,200 ounces of gold and 3.0 million lbs of copper during the nine and a half months from the date of acquisition, March 18, 2003. Total cash costs averaged $250 per ounce (net of by-product copper sales revenue), being approximately 10% in excess of budget.

The first nine and a half months of ownership were very much a transitional period. Major changes in underground operating methods during the fourth quarter negatively impacted production and total cash costs for the quarter, but are expected to result in improved long-term results. Other significant improvements during the year included a change in senior mine personnel and a 20% reduction in the workforce. These changes resulted in short-term operating inefficiencies, negatively impacting the 2003 operating results. However, the long-term benefits of many of these changes started to be seen in late 2003, and further significant improvements are expected commencing in early 2004.

During the second quarter of 2003, mining of the Perseverance ore body was commenced, which contains high grades of gold and copper. Sales of the copper/gold concentrate produced from the Perseverance ore body commenced in the third quarter.

The tax rate for Peak approximates 30%; however, no significant cash taxes were paid during 2003.

Alumbrera Mine (Wheaton interest – 37.5%)

The Company acquired a 25% interest in the Alumbrera gold/copper mine in Argentina on March 18, 2003 and accounted for its interest using the equity method until June 24, 2003, at which time it increased its interest in Alumbrera to 37.5%. As a result of the Company’s acquisition of this additional 12.5% interest, the Company has proportionately consolidated its 37.5% share of the financial statements of Alumbrera from June 24, 2003 onwards. The total purchase price was $270,459,000 including acquisition costs. The Alumbrera mine is operated by Xstrata plc, who owns a 50% interest in the mine.

WHEATON RIVER MINERALS LTD           6

		2003
(Wheaton’s share only)		Q1			Q2			Q3			Q4			Total
• Ore mined (tonnes)			322,700			2,171,700			2,219,300			2,409,000			7,122,700
• Ore milled (tonnes)			330,800			2,235,400			3,043,100			3,415,000			9,024,300
• Grade	- Gold (grams/tonne)		0.57			0.81			0.83			0.94			0.86
	- Copper (%)		0.52			0.69			0.67			0.69			0.67
• Recovery (%)	- Gold		79			74			73			74			74
	- Copper		91			89			89			89			89
• Production	- Gold (ounces)		4,800			43,300			59,000			75,900			183,000
	- Copper (lbs)		3,457,100			29,912,800			39,895,700			47,098,200			120,363,800
• Sales	- ($’000’s)	$	—		$	4,236		$	31,351		$	74,320		$	109,907
	- Gold (ounces)		4,700			40,900			38,600			81,600			165,800
	- Copper (lbs)		3,551,000			28,139,400			26,453,800			52,610,400			110,754,600
• Net earnings ($’000’s)		$	516		$	7,706		$	8,919		$	26,015		$	43,156
• Average realized gold price ($’s per ounce)		$	301		$	355		$	366		$	379		$	365
• Average realized copper price ($’s per lb)		$	0.68		$	0.74		$	0.81		$	0.96		$	0.86
• Total cash costs (per ounce) (Note 1)		($	81	)	$	(112	)	$	(132	)	$	(277	)	$	(191	)

(1) The calculation of total cash costs per ounce of gold for Alumbrera is net of by-product copper sales revenue. If copper production were treated as a co-product, 2003 average total cash costs at Alumbrera would be $117 per ounce of gold and $0.40 per pound of copper.

Wheaton’s share of Alumbrera’s 2003 results amounted to 165,800 ounces of gold and 110.8 million lbs of copper at a total cash cost of minus $191 per ounce, net of by-product copper sales revenue.

Total cash costs for Alumbrera decreased significantly throughout the period of ownership, from minus $81 per ounce in the first quarter to minus $277 per ounce in the fourth quarter. The primary reasons for this improvement were the increase in grades mined of both gold and copper and the increase in the selling price of copper during the period.

Product shipments late in the third quarter (Wheaton’s share – 20,400 ounces of gold and 13.4 million lbs of copper) were not recognized in sales until the fourth quarter due to shipping schedules that delayed the transfer of title, which is a requirement in the Company’s accounting policy for revenue recognition. Had these shipments been recognized in the third quarter, as opposed to the fourth quarter, Wheaton’s third quarter sales and net earnings would have been increased by, and the fourth quarter results would have been decreased by, approximately $15,700,000 and $5,600,000, respectively.

The tax rate for Alumbrera approximates 30%; however, no significant cash taxes were paid in 2003.

Corporate

($000’s)	2003			2002
General and administrative expenses	$	(4,838	)	$	(2,430	)
Interest and finance fees		(2,089	)		(405	)
Gain on sale of marketable securities		2,095			3,593
Foreign exchange gain		4,775			—
Other expenses		(1,095	)		(304	)
(Loss) earnings before income taxes	$	(1,152	)	$	454
Income tax (expense) recovery		(424	)		158
Corporate net (loss) earnings	$	(1,576	)	$	612

WHEATON RIVER MINERALS LTD           7

General and administrative expenses in 2003 totaled $4,838,000 compared with $2,430,000 in 2002. The increased costs in 2003 reflect the increased level of corporate activity.

Interest and finance fees increased from $405,000 in 2002 to $2,089,000 in 2003, primarily as a result of the acquisition of Alumbrera. The 2003 foreign exchange gain of $4,775,000 resulted from the appreciation of Canadian dollar denominated cash deposits against the US dollar during the year.

The tax rate in Canada approximates 38%; however, no significant cash taxes were paid in 2003.

Non GAAP measures – total cash cost per gold equivalent ounce calculation

The Company reports total cash costs on a sales basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The following table provides a reconciliation of total cash costs per ounce to the financial statements:

(in $000’s, except per ounce amounts)	2003			2002
Cost of sales per financial statements	$	91,954		$	19,355
Alumbrera equity adjustment (Note 1)		(5,628	)		—
Treatment and refining charges		15,302			—
Non-cash adjustments		(2,226	)		—
By-product copper sales		(75,743	)		—
Royalties		3,712			—
	$	27,371		$	19,355
Divided by gold equivalent ounces sold		450,100			106,300
Total cash cost per ounce	$	61		$	182

(1) Total cash costs are calculated as if the Company’s initial acquisition of a 25% interest in Alumbrera had been accounted for on a proportionately consolidated basis. The consolidated financial statements however present the initial 25% interest using the equity method until the Company increased its interest to 37.5% on June 24, 2003, and thereafter accounted for its interest on a proportionately consolidated basis.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2003 the Company had cash and cash equivalents of $151,878,000 (December 31, 2002 — $22,936,000) and working capital of $147,484,000 (December 31, 2002 — $24,422,000).

In the opinion of management, the working capital at December 31, 2003, together with cash flows from operations, are sufficient to support the Company’s normal operating requirements on an ongoing basis.

Total assets increased to $891,005,000 at December 31, 2003 from $152,098,000 at December 31, 2002. Contributing to the rapid growth was the March 18, 2003 acquisition of a 25% interest in the Alumbrera mine in Argentina and 100% of the Peak gold mine in Australia, together with the June 24, 2003 acquisition of an additional 12.5% interest in Alumbrera. Total consideration for these acquisitions was $304,383,000 including acquisition costs, of which $33,924,000 was apportioned to Peak and $270,459,000 to Alumbrera. During October 2003, the Company acquired a 100% interest in the Los Filos gold deposit, together with a 21.2% interest (of which 14% is a carried interest) in the El Limon gold deposit, both located in Mexico, for cash consideration of $89,486,000.

The acquisition of Peak and the initial 25% interest in Alumbrera were financed through the February 2003 issue of 230,000,000 subscription receipts for gross proceeds of $217,952,000 (Cdn$333,500,000) less share issue costs of $15,934,000. In March 2003, each subscription receipt was 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 $90,000,000 purchase price of the additional 12.5% interest in Alumbrera was satisfied by the payment of $65,000,000 in cash and by the issuance of a promissory note in the amount of $25,000,000 at an interest rate of LIBOR plus 2%, which is due on May 30,

WHEATON RIVER MINERALS LTD           8

2005. Principal repayments are comprised of 75% of any distributions received from Alumbrera, relating to the 12.5% interest acquired. The outstanding balance of the promissory note equals $19,443,000 after 2003 principal repayments of $5,557,000.

The cash portion of the purchase price for the additional 12.5% of Alumbrera was funded by a $50,000,000 bank term loan, and a $25,000,000 revolving working capital facility which was repaid in August 2003. The bank term loan bears interest at LIBOR plus 2.75% per annum, requiring semi-annual principal repayments of $5,000,000 until June 30, 2005 and $7,500,000 until maturity on June 30, 2007, plus additional principal repayments based on the Company’s consolidated net cash flows. The remaining principal amount of the bank term loan at December 31, 2003 was $45,000,000. The revolving working capital facility bears interest at LIBOR plus 3% per annum. The facility may be drawn down to a maximum of $25,000,000 prior to December 31, 2007, reducing to $15,000,000 to the maturity date of June 30, 2008. Under the terms of the loan agreement, the Company acquired options to sell 700,000 ounces of gold at a price of $300 per ounce during the period from January 2004 to June 2008. The fair value of these options at December 31, 2003 is $2,030,000. The cost of $5,786,000 has been deferred and will be amortized against income as the options expire or are exercised. Debt issue costs of $4,242,000 were incurred, and are being amortized to income over the term of the debt.

Alumbrera project debt was incurred to finance the construction and operation of the mine. The debt is formalized by a Common Security Agreement between Alumbrera, the owners of Alumbrera, and a consortium of commercial banks that was originally signed on February 26, 1997. The Company’s share of the remaining balance outstanding at December 31, 2003 is $57,980,000, after principal payments of $19,362,000. There are certain pledges and mortgages associated with this agreement that apply to Alumbrera’s assets. The project debt is non-recourse to the Company and bears interest at LIBOR plus 1.5% to 1.75%.

During August 2003, the Company issued 47,619,049 units of the Company at a price of Cdn$2.10 per unit for gross proceeds of $72,457,000 (Cdn$100,000,000) less share issue costs of $4,514,000. Each unit consists of one common share of the Company and one-half of one Series “B” common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of Cdn$3.10 on or before August 25, 2008. Together with cash on hand, the proceeds of the financing were utilized to complete the Los Filos acquisition in October 2003.

During October 2003, the Company issued 38,100,000 units of the Company at a price of Cdn$3.15 per unit for gross proceeds of $89,490,000 (Cdn$120,015,000) less share issue costs of $5,103,000. Each unit consists of one common share of the Company and one-half of one Series “B” common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of Cdn$3.10 on or before August 25, 2008. The proceeds of the financing are held to fund potential acquisitions and mine construction costs.

During 2003 the Company invested a total of $29,010,000 in property, plant and equipment including expenditures of $15,780,000 at the Luismin operations, $9,653,000 at Peak and $3,411,000 at Alumbrera. In May and November 2003, the Company received biannual cash distributions totaling $35,084,000 from Alumbrera.

During 2002, the Company invested $76,886,000 to acquire the Luismin operations, financed by the issue of special warrants in the amount of $82,068,000. As part of the purchase consideration, a contingent payment of 11,355,113 common shares of the Company 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 has been increased by $32,893,000, future income tax liability has been increased by $10,526,000 and share capital has been increased by $22,367,000.

As of April 26, 2004, there were 568,210,638 common shares of the Company issued and outstanding.

In addition, as of April 26, 2004, the Company has 23,936,161 stock options outstanding under its share option plan and 176,670,019 share purchase warrants outstanding.

WHEATON RIVER MINERALS LTD           9

Derivative instruments

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.

During the year, the Company entered into a gold-indexed interest rate swap transaction, whereby the effective interest rate on the bank term loan varies in relationship to the price of gold. At a minimum gold price of $300 per ounce or less, the effective interest rate will be approximately 0.4% and at a maximum gold price of $410 or higher, the effective interest rate will be 9.5%. During the year, the effective rate amounted to 5.8% and at December 31, 2003 the fair value of the gold-indexed interest rate swap was $(2,121,000).

Long-term debt repayment schedule

Scheduled minimum repayments of the Company’s long-term debt are as follows:

(in $000’s)	Corporate		Project		Total
2004	$	14,600	$	26,400	$	41,000
2005		31,943		26,400		58,343
2006		15,000		5,180		20,180
2007		2,900		—		2,900
	$	64,443	$	57,980	$	122,423

Contractual obligations

Commitments exist at Alumbrera and Peak for capital expenditures in 2004 of $2,132,000. The Company rents premises and leases equipment under operating leases that expire over the next nine years. Operating lease expense in 2003 was $2,154,000 (2002 — $880,000; 2001 — $125,000). Following is a schedule of future minimum rental and lease payments required:

(in $000’s)
2004	$	1,616
2005		831
2006		329
2007		204
2008		166
		3,146
Thereafter		624
Total minimum payments required	$	3,770

Related party transactions

In 2001, the Company entered into a financial advisory agreement with Endeavour Financial Corporation (“Endeavour”), a corporation with 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. In 2003, Endeavour was paid consulting and financial advisory fees of $2,288,000 (2002 — $1,412,000; 2001 — $373,000). In addition, during 2002 Sanluis Corporación SA de CV, a corporation with a director in common, was paid $100,000 for consulting fees.

RISKS AND UNCERTAINTIES

The main risks that can affect the profitability of the Company include changes in metal prices, currency fluctuations, government regulation, foreign operations and environmental.

WHEATON RIVER MINERALS LTD           10

Metal prices

Profitability of the Company depends on metal prices for gold, silver and copper. A 10% change in the gold, silver or copper prices would impact 2004 net earnings by approximately 16%, 4% or 13%, respectively.

Gold, silver and copper prices are affected by numerous factors such as the sale or purchase of gold and silver by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuations in the value of the US dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major gold, silver and copper-producing countries throughout the world.

Currency fluctuations

Exchange rate fluctuations may affect the costs that the Company incurs in its operations. Gold, silver and copper are sold in US dollars and the Company’s costs are incurred principally in Canadian dollars, Mexican pesos, Argentine pesos and Australian dollars. The appreciation of non-US dollar currencies against the US dollar can increase the cost of gold, silver and copper production in US dollar terms. From time to time, the Company transacts currency hedging to reduce the risk associated with currency fluctuations. There is no assurance that its hedging strategies will be successful. Currency hedging may require margin activities. Sudden fluctuations in currencies could result in margin calls that could have an adverse effect on the Company’s financial position.

A 10% change in foreign exchange rates would have an approximate 11% impact on 2004 net earnings.

Government regulation

The mining, processing, development and mineral exploration activities of the Company are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could increase the cost of operations.

Foreign operations

The majority of the Company’s operations are currently conducted in Mexico, Argentina, Australia and Brazil, and as such the Company’s operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to, terrorism; hostage taking; military repression; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Changes, if any, in mining or investment policies or shifts in political attitude in Mexico, Argentina, Australia and Brazil could adversely affect the Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on th e Company’s operations or profitability.

WHEATON RIVER MINERALS LTD           11

Environmental

All phases of the Company’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.

Government approvals and permits are currently, and may in the future be, required in connection with the Company’s operations. To the extent such approvals are required and not obtained, the Company could be curtailed or prohibited from continuing its mining operations or from proceeding with planned exploration or development of mineral properties.

The mining and milling facilities at the San Dimas and San Martin mines are in compliance with Mexican environmental standards but are not in compliance with World Bank Group/International Finance Corporation (“IFC”) environmental and social guidelines. The tailings impoundments at these units are being remediated in accordance with North American best practice.

The tailings impoundment at the recently acquired Nukay mine is not in compliance with Mexican environmental standards. Luismin is in the process of evaluating the facility to determine the best course of action for bringing the tailings facility into compliance with both Mexican and World Bank Group/IFC environmental guidelines. Luismin is also currently preparing action plans to bring all of its mine sites into compliance with World Bank Group/IFC environmental and social guidelines.

CRITICAL ACCOUNTING ESTIMATES

The 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. Management has identified property, plant and equipment and provision for reclamation and closure as the main estimates for the following discussion. Note 2 of the Company’s consolidated financial statements describes all of the significant accounting policies.

Property, plant and equipment

Property, plant and equipment are the most significant assets of the Company, representing $583,911,000 at December 31, 2003. This amount represents the capitalized expenditures related to the acquisition, exploration and development of mineral deposits. The Company estimates its reserves and resources and the economic life of its mines and utilizes this information to calculate depletion and amortization expense. 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.

Provision for reclamation and closure

Reclamation and closure costs have been estimated based on the Company’s interpretation of current regulatory requirements, however changes in regulatory requirements and new information may result in revisions to estimates. The Company recognizes the fair value of liabilities for reclamation and closure costs 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 Company estimates that its discounted and undiscounted reclamation and closure liability will be $19,604,000 and $29,030,000, respectively. A total of $1,315,000 on an undiscounted and discounted basis, relates to the Golden Bear mine which ceased operations in 2001 and the balance represents future reclamation costs to be incurred at its operating mines.

WHEATON RIVER MINERALS LTD           12

CHANGES IN ACCOUNTING POLICIES

Accounting for asset retirement obligations

On January 1, 2003, the Company chose to early adopt CICA Handbook Section 3110, Asset Retirement Obligations, which requires that the fair value of liabilities (discounted future cash expenditures) 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 has no material impact on the Company’s consolidated financial statements as the fair value of estimated reclamation and closure expenses for Luismin, Peak, Alumbrera and Los Filos were recorded as a liability on acquisition and Golden Bear expenses are fully accrued.

Stock-based compensation and other stock-based payments

Effective January 1, 2004, the Company will retroactively adopt the changes to CICA Handbook Section 3870, “Stock-Based Compensation and other Stock-based Payments”, whereby all stock options granted are accounted for under the fair-value based method. In 2003, all stock-based awards made to non-employees were recognized and measured using the fair value based method at the date of grant. For stock options granted to employees, the Company adopted the disclosure only provisions whereby pro forma net income and pro forma earnings per share were disclosed as if the fair value based method of accounting had been applied. On January 1, 2004 when the Company retroactively adopts Section 3870, opening retained earnings will be reduced by $16,848,000 for prior years’ pro forma expense relating to these options.

OUTLOOK

On January 9, 2004, the Company acquired the Amapari gold project located in northern Brazil for $25,000,000 in cash, 33,000,000 Wheaton River common shares and 21,500,000 Wheaton River Series “B” common share purchase warrants. Based upon the trading price of the common shares and warrants at the time of closing, this represents aggregate consideration of approximately $113,500,000, including $1,200,000 of acquisition costs. During 2004, the Company is required to make additional cash payments of $15,200,000 to repay debt. Construction of an open pit heap leach operation has commenced, and site clearing, access road construction and foundation preparation are underway for the process facilities. Condemnation and final delineation drilling is in process, and further exploration is planned for the second half of 2004. Production is planned to commence during the fourth quarter of 2005.

At the recently acquired Los Filos gold development project in Mexico, metallurgical, geotechnical and condemnation drilling is underway. The Company plans to complete a final feasibility study during 2004, with production scheduled to commence in early 2006.

At the Luismin operations, a 25% process capacity expansion at Tayoltita and a 20% expansion at the San Martin mine are planned during 2004-2005.

At the Peak mine, during 2004 additional development work will be performed at the Perseverance and New Occidental ore bodies which presently account for 100% of production. Development of the New Cobar underground ore body may commence in 2004, with commercial production possible for 2005. Resource delineation work will also be performed on the Chesney resource, which with the possible development of the New Cobar mine could establish infrastructure to exploit the Chesney resource 600 metres along strike.

A reserve and mine plan review is scheduled to be completed at Alumbrera by July 2004, as current reserves and mine planning are based on metal prices of US$295 gold and US$0.80 copper. With new mineralization proven in the 2003 drilling program, there is potential to extend the life of Alumbrera in light of current gold and copper prices.

WHEATON RIVER MINERALS LTD           13

Capital expenditures planned in 2004 to complete the work discussed above are expected to approximate $57,000,000, of which $22,000,000 will be incurred at Amapari. Luismin’s budgeted expenditures are $21,000,000 of which $6,000,000 relates to Los Filos and $15,000,000 to San Dimas and San Martin. Peak has planned 2004 capital expenditures of $14,000,000.

In 2004, Wheaton expects to produce approximately 540,000 gold equivalent ounces at a cash cost of less than US$50 per ounce. By 2006, with the Los Filos and Amapari projects in operation, overall production will increase to 900,000 gold equivalent ounces at a cash cost of US$100 per ounce.

On March 30, 2004, the Company announced a proposed combination with IAMGold which is expected to close in June 2004. The combination will create one of the world’s top ten gold producers. 2004 annualized gold production for the combined company will approximate 1,000,000 gold equivalent ounces at a cash cost of less than US$100 per ounce. By 2006, production will increase by over 30% to 1,300,000 gold equivalent ounces through the development of the Amapari and Los Filos projects and the expansion of IAMGold’s Tarkwa mine in Ghana. The new company will have a strong balance sheet with US$300,000,000 in cash and gold bullion. Proven and probable reserves will increase to 9,000,000 ounces plus additional measured and indicated resources of 4,400,000 ounces and inferred resources of 10,500,000 ounces. In addition, the company will have a large portfolio of exploration projects in the Americas and West Africa.

April 26, 2004

Additional information relating to the Company, including its Annual Information Form, is available on SEDAR at www.sedar.com.

This Management’s Discussion & Analysis contains certain forward-looking statements. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding future plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed in Company documents filed from time to time with the Toronto Stock Exchange and other regulatory authorities.

WHEATON RIVER MINERALS LTD           14

EX-99.5

WHEATON RIVER MINERALS LTD Third Quarter Report September 30, 2004

Management’s Discussion and Analysis of Results of
Operations and Financial Condition Nine Months
Ended September 30, 2004

This Management’s Discussion and Analysis should be read in conjunction with the Company’s unaudited consolidated financial statements for the nine months ended September 30, 2004 and related notes thereto which have been prepared in accordance with Canadian generally accepted accounting principles. In addition, the following should be read in conjunction with the 2003 audited consolidated financial statements, the related annual Management’s Discussion and Analysis, and the Annual Information Form/40F on file with the US Securities and Exchange Commission and Canadian provincial securities regulatory authorities. All figures are in United States dollars unless otherwise noted. This Management’s Discussion and Analysis has been prepared as of November 9, 2004.

THIRD QUARTER HIGHLIGHTS

• Net earnings of $31.4 million ($0.06 per share), compared with $14.7 million ($0.03 per share) in 2003.

• Operating cash flows of $46.2 million (2003 - $31.5 million).

• Sales of 149,700 gold equivalent ounces and 36.4 million pounds of copper (2003 – 126,100 gold equivalent ounces and 28.3 million pounds of copper).

• Total cash costs of minus $37 per gold equivalent ounce (2003; $98).

• Debt-free, following repayment of $65.5 million of debt during the quarter.

• $86.3 million cash distribution received from Alumbrera.

• Entered into a $300 million acquisition facility, increasing cash resources available for acquisitions to $500 million.

• Silver Wheaton transaction completed on October 15, 2004, resulting in Wheaton holding 75% of a pure silver company having a market capitalization of approximately $500 million (Wheaton’s share - $375 million).

• Unsolicited takeover bid from Coeur d’Alene Mines successfully rejected.

OVERVIEW

Wheaton River Minerals Ltd. (“Wheaton” or the “Company”) is a growth-oriented precious metals mining company with operations in Mexico, Argentina, Brazil and Australia.

During 2002 Wheaton acquired the Luismin gold/silver mines in Mexico, followed by the 2003 acquisition of a 37.5% interest in the world-class Alumbrera gold/copper mine in Argentina and 100% of the Peak gold mine in Australia. The Company also acquired the Los Filos gold project in Mexico in 2003 and in January, 2004, acquired the Amapari gold project in northern Brazil.

In continuation of this growth strategy, during March 2004, Wheaton and IAMGold Corporation (“IAMGold”) announced that their boards of directors had agreed to combine the two companies, subject to shareholder approvals and certain other conditions. On July 6, 2004, IAMGold did not receive the necessary shareholder approvals and Wheaton terminated the agreement to combine with IAMGold.

In May 2004, Coeur d’Alene Mines Corporation (“Coeur”) launched an unsolicited takeover bid for Wheaton. In early September 2004, Wheaton’s Board of Directors recommended that Wheaton shareholders reject the Coeur offer as being financially inadequate and highly dilutive. On September 28, 2004 Coeur announced that their bid had failed.

Wheaton is now unhedged, debt-free and has available cash resources of $500 million to pursue further growth opportunities.

WHEATON RIVER MINERALS LTD     1

Summarized Financial Results

	September 30					June 30				March 31					December 31
	2004			2003		2004		2003		2004			2003		2003			2002
(Notes 2 and 3)
Sales ($000’s)	$	103,251		$	63,142	$	89,268	$	28,814	$	113,204		$	17,257	$	103,420		$	17,938
• Gold (ounces)		120,700			105,400		123,000		92,600		129,700			35,100		136,200			32,300
• Silver (ounces)		1,792,000			1,515,900		1,654,500		1,500,500		1,612,900			1,561,900		1,475,900			1,672,200
• Gold equivalent (ounces) (Note 1)		149,700			126,100		148,700		112,400		156,500			55,600		156,000			55,600
• Copper (lbs)		36,405,200			28,296,800		32,499,000		28,139,400		42,879,500			3,551,000		53,731,500			—
Net earnings ($000’s)	$	31,377		$	14,689	$	21,120	$	11,088	$	33,671		$	4,064	$	27,818		$	2,577
Earnings per share
• Basic	$	0.06		$	0.03	$	0.04	$	0.03	$	0.06		$	0.02	$	0.06		$	0.01
• Diluted	$	0.05		$	0.03	$	0.03	$	0.03	$	0.05		$	0.02	$	0.05		$	0.01
Cash flow from operations ($000’s)	$	46,242		$	31,453	$	38,941	$	20,990	$	61,848		$	9,752	$	64,483		$	5,631
Average realized gold price ($’s per ounce)	$	402		$	366	$	388	$	353	$	412		$	347	$	385		$	323
Average realized silver price ($’s per ounce)	$	6.47		$	5.00	$	6.09	$	4.61	$	6.78		$	4.64	$	5.29		$	4.51
Average realized copper price ($’s per lb)	$	1.38		$	0.81	$	1.22	$	0.74	$	1.33		$	0.68	$	0.96		$	—
Total cash costs (per gold equivalent ounce) (Note 4)	$	(37	)	$	98	$	19	$	90	$	(67	)	$	175	$	(39	)	$	186
Cash and cash equivalents ($000’s)	$	90,004		$	128,037	$	103,482	$	55,140	$	173,814		$	20,540	$	151,878		$	22,936
Total assets ($000’s)	$	984,128		$	711,648	$	1,001,161	$	618,419	$	1,039,387		$	377,267	$	891,005		$	152,098
Long-term debt ($000’s)	$	—		$	152,342	$	65,463	$	177,342	$	132,783		$	—	$	122,423		$	—
Shareholders’ equity ($000’s)	$	735,516		$	436,773	$	701,821	$	331,038	$	679,901		$	314,900	$	556,118		$	108,054

(1) Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the three months ended September 30, 2004, the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 – 73).

(2) Includes Peak’s results from March 18, 2003 onwards.

(3) Includes, with the exception of sales, 25% of Alumbrera’s total operating results for the period March 18 to June 23, 2003, and 37.5% of the results for the period June 24, 2003 onwards. Sales include 37.5% of Alumbrera’s total sales for the period from June 24, 2003 onwards. Prior to June 24, 2003, the Company used the equity method to account for its 25% investment in Alumbrera.

(4) The calculation of total cash costs per ounce for Peak and Alumbrera is net of by-product copper sales revenue.

2     WHEATON RIVER MINERALS LTD

RESULTS OF OPERATIONS

	Three Months Ended September 30, 2004
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
	(Note 1)		(Note 2)		(Note 3)
Sales ($000’s)	$	24,406	$	14,610	$	65,049		$	—	$	(814	)	$	103,251
• Gold (ounces)		33,400		33,100		54,200			—		—			120,700
• Silver (ounces)		1,792,000		—		—			—		—			1,792,000
• Gold equivalent (ounces) (Note 1)		62,400		33,100		54,200			—		—			149,700
• Copper (lbs)		—		1,491,500		34,913,700			—		—			36,405,200
Net earnings (loss) ($000’s)	$	8,611	$	4,563	$	23,996		$	181	$	(5,974	)	$	31,377
Average realized gold price ($’s per ounce)	$	402	$	400	$	405		$	—	$	—		$	402
Average realized silver price ($’s per ounce)	$	6.47	$	—	$	—		$	—	$	—		$	6.47
Average realized copper price ($’s per lb)	$	—	$	1.29	$	1.38		$	—	$	—		$	1.38
Total cash costs (per gold equivalent ounce)	$	150	$	161	$	(374	)	$	—	$	—		$	(37	)

	Three Months Ended September 30, 2003
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
	(Note 1)		(Note 2)		(Note 3)
Sales ($000’s)	$	17,152	$	14,639	$	31,351		$	—	$	—		$	63,142
• Gold (ounces)		27,600		39,200		38,600			—		—			105,400
• Silver (ounces)		1,515,900		—		—			—		—			1,515,900
• Gold equivalent (ounces) (Note 1)		48,300		39,200		38,600			—		—			126,100
• Copper (lbs)		—		1,843,000		26,453,800			—		—			28,296,800
Net earnings (loss) ($000’s)	$	4,145	$	1,721	$	8,919		$	—	$	(96	)	$	14,689
Average realized gold price ($’s per ounce)	$	366	$	365	$	366		$	—	$	—		$	366
Average realized silver price ($’s per ounce)	$	5.00	$	—	$	—		$	—	$	—		$	5.00
Average realized copper price ($’s per lb)	$	—	$	0.80	$	0.81		$	—	$	—		$	0.81
Total cash costs (per gold equivalent ounce)	$	180	$	223	$	(132	)	$	—	$	—		$	98

(1) Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the three months ended September 30, 2004 the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 - 73).

(2) The calculation of total cash costs per ounce of gold at Peak is net of by-product copper sales revenue.

(3) Includes Wheaton’s 37.5% share of the results of Alumbrera. The calculation of total cash costs per ounce of gold for Alumbrera is net of by-product copper sales revenue. If copper production were treated as a co-product, average total cash costs at Alumbrera for the three months ended September 30, 2004 would be $185 per ounce of gold and $0.53 per pound of copper (September 30, 2003 - $151 per ounce of gold and $0.41 per pound of copper).

WHEATON RIVER MINERALS LTD     3

	Nine Months Ended September 30, 2004
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
	(Note 1)		(Note 2)		(Note 4)
Sales ($000’s)	$	70,830	$	44,054	$	193,514		$	—	$	(2,675	)	$	305,723
• Gold (ounces)		99,300		99,500		174,600			—		—			373,400
• Silver (ounces)		5,059,400		—		—			—		—			5,059,400
• Gold equivalent (ounces) (Note 1)		180,800		99,500		174,600			—		—			454,900
• Copper (lbs)		—		5,468,600		106,315,100			—		—			111,783,700
Net earnings (loss) ($000’s)	$	18,888	$	10,933	$	71,768		$	396	$	(15,817	)	$	86,168
Average realized gold price ($’s per ounce)	$	401	$	395	$	404		$	—	$	—		$	401
Average realized silver price ($’s per ounce)	$	6.44	$	—	$	—		$	—	$	—		$	6.44
Average realized copper price ($’s per lb)	$	—	$	1.30	$	1.31		$	—	$	—		$	1.31
Total cash costs (per gold equivalent ounce)	$	159	$	184	$	(346	)	$	—	$	—		$	(29	)

	Nine Months Ended September 30, 2003
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
					(Notes
	(Note 1)		(Note 2)		3 and 4)
Sales ($000’s)	$	47,908	$	25,719	$	35,586		$	—	$	—		$	109,213
• Gold (ounces)		78,200		70,800		84,100			—		—			233,100
• Silver (ounces)		4,578,300		—		—			—		—			4,578,300
• Gold equivalent (ounces) (Note 1)		139,200		70,800		84,100			—		—			294,100
• Copper (lbs)		—		1,843,000		58,144,200			—		—			59,987,200
Net earnings (loss) ($000’s)	$	10,225	$	2,898	$	17,142		$	—	$	(424	)	$	29,841
Average realized gold price ($’s per ounce)	$	356	$	355	$	358		$	—	$	—		$	356
Average realized silver price ($’s per ounce)	$	4.75	$	—	$	—		$	—	$	—		$	4.75
Average realized copper price ($’s per lb)	$	—	$	0.82	$	0.77		$	—	$	—		$	0.77
Total cash costs (per gold equivalent ounce)	$	188	$	230	$	(108	)	$	—	$	—		$	114

(1) Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the nine months ended September 30, 2004 the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 - 75).

(2) Peak results include the Company’s 100% interest from March 18, 2003 onwards. The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue.

(3) Includes, with the exception of sales, 25% of Alumbrera’s total operating results for the period March 18 to June 23, 2003, and 37.5% of the results for the period June 24, 2003 onwards. Sales include 37.5% of Alumbrera’s total sales for the period from June 24, 2003 onwards. Prior to June 24, 2003, the Company used the equity method to account for its 25% investment in Alumbrera.

(4) The calculation of total cash costs per ounce of gold for Alumbrera is net of by-product copper sales revenue. If copper production were treated as a co-product, average total cash costs at Alumbrera for the nine months ended September 30, 2004 would be $163 per ounce of gold and $0.50 per pound of copper (September 30, 2003 - $145 per ounce of gold and $0.39 per pound of copper).

4     WHEATON RIVER MINERALS LTD

OPERATIONAL REVIEW

Luismin Mines

		Sep 30		Jun 30		Mar 31		Dec 31		Sep 30
		2004		2004		2004		2003		2003
• Ore mined (tonnes)			191,800		198,200		214,000		181,800		186,300
• Ore milled (tonnes)			187,800		192,600		209,800		176,000		182,800
• Grade	- Gold (grams/tonne)		5.95		5.61		5.19		5.21		5.01
	- Silver (grams/tonne)		326.23		302.17		266.00		291.15		285.88
• Recovery	- Gold (%)		95		95		94		97		97
	- Silver (%)		91		89		90		90		91
• Production	- Gold (ounces)		34,200		33,300		32,700		28,100		28,300
	- Silver (ounces)		1,798,700		1,664,400		1,615,500		1,483,300		1,520,700
	- Gold equivalent (ounces) (Note 1)		63,100		59,600		59,100		48,000		49,200
• Sales	- ($’000’s)	$	24,406	$	22,709	$	23,715	$	18,343	$	17,152
	- Gold (ounces)		33,400		33,500		32,400		28,100		27,600
	- Silver (ounces)		1,792,000		1,654,500		1,612,900		1,475,900		1,515,900
	- Gold equivalent (ounces) (Note 1)		62,400		59,200		59,200		47,900		48,300
• Net earnings ($’000’s)		$	8,611	$	4,636	$	5,641	$	577	$	4,145
• Average realized gold price ($’s per ounce)		$	402	$	392	$	410	$	393	$	366
• Average realized silver price ($’s per ounce)		$	6.47	$	6.09	$	6.78	$	5.29	$	5.00
• Total cash costs (per gold equivalent ounce)		$	150	$	159	$	170	$	179	$	180

(1) Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the three months ended September 30, 2004 the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 – 73).

During the third quarter of 2004, the Luismin gold/silver operations in Mexico sold 62,400 gold equivalent ounces, compared with sales of 48,300 gold equivalent ounces in the same period of 2003. This 29% increase was primarily due to increased gold and silver grades processed. Sales revenue increased 42% from the same period in 2003, due to the increased volumes sold and increases in the price of gold (+10%) and silver (+29%).

Total cash costs were $150 per gold equivalent ounce in the third quarter of 2004, compared with $180 during the third quarter of 2003 and $159 in the second quarter of 2004, mainly due to the increased gold and silver grades processed.

General and administrative expenses for the third quarter of 2004 were $932,000, compared with $937,000 in the same period of 2003 and $1,253,000 in the second quarter of 2004. Income tax expense, which typically approximates 33%, was 23%, contributing approximately $1.0 million of net earnings for the quarter. The reduced tax rate for the quarter arose primarily as a result of higher tax deductions on inter-company financing from Wheaton.

As a result, Luismin generated net earnings of $8,611,000 for the quarter, more than double the 2003 third quarter earnings.

Throughout 2004 significant exploration results have been achieved at the Luismin mines; including deep and on-strike extensions of the San Dimas central block veins and new discoveries, including the Itzel vein system and the Paula and Nancy veins. During the third quarter the development of these veins have continued with very good results. At San Martin, Cuerpo 30 has also proved to be more significant in size than expected, and development has reached Cuerpo 31, where drill results indicate better than expected grades. The exploration results have been achieved through a combination of geophysical surveys, deep diamond drilling and underground development, and are currently in the process of being fully quantified.

WHEATON RIVER MINERALS LTD          5

Peak Mine

		Sep 30		Jun 30		Mar 31		Dec 31		Sep 30
		2004		2004		2004		2003		2003
• Ore mined (tonnes)			144,400		114,000		178,300		219,200		352,700
• Ore milled (tonnes)			162,200		164,600		170,800		153,100		157,500
• Grade	- Gold (grams/tonne)		7.94		7.04		6.44		5.93		7.81
	- Copper (%)		0.55		0.55		0.83		0.54		0.53
• Recovery	- Gold (%)		89		89		91		88		85
	- Copper (%)		81		68		82		77		84
• Production	- Gold (ounces)		37,100		32,900		32,100		25,700		33,600
	- Copper (lbs)		1,590,200		1,331,300		2,578,900		1,396,800		1,438,100
• Sales	- ($’000’s)	$	14,610	$	14,137	$	15,307	$	10,756	$	14,639
	- Gold (ounces)		33,100		33,000		33,400		26,500		39,200
	- Copper (lbs)		1,491,500		1,384,900		2,592,200		1,121,100		1,843,000
• Net earnings ($’000’s)		$	4,563	$	3,132	$	3,238	$	2,379	$	1,721
• Average realized gold price ($’s per ounce)		$	400	$	379	$	405	$	391	$	365
• Average realized copper price ($’s per lb)		$	1.29	$	1.28	$	1.29	$	0.90	$	0.80
• Total cash costs (per ounce) (Note 1)		$	161	$	172	$	217	$	302	$	223

(1) The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue.

Peak sold 33,100 ounces of gold and 1.5 million pounds of copper during the three months ended September 30, 2004, compared with 39,200 ounces of gold and 1.8 million pounds of copper during the same period of 2003. Despite this decrease in sales volumes, sales revenue was almost unchanged from 2003, as a result of higher gold (+10%) and copper (+61%) prices.

Ore mined for the third quarter was 144,400 tonnes, down significantly from the same period last year, due primarily to ceasing production from the New Cobar open pit in the first quarter of 2004. Since that date, all ore mined has been from underground operations.

Gold production for the third quarter increased 13% as compared with the second quarter, as a result of increased grades processed. Copper production increased 19%, as compared with the second quarter, as a result of increased recoveries (81% versus 68%). Second quarter recoveries were unusually low as a result of processing 50,000 tonnes of stockpiled open pit ore during the quarter.

Total cash costs averaged $161 per ounce (net of by-product copper sales revenue) during the quarter, compared with $223 per ounce during the comparative quarter in 2003. Approximately $35 per ounce of this improvement is attributable to cost improvements implemented since June 2003, which were achieved despite a 7% strengthening in the average Australian/US dollar exchange rate. Total cash costs were further reduced by approximately $25 per ounce due to higher by-product copper credits resulting from the 61% increase in copper prices.

Negotiations were completed on a new power supply contract during the quarter. This process resulted in a four year contract being finalized at prices substantially lower than those in place prior to Wheaton’s purchase of Peak. The ongoing commercial review of the mine operations has consistently resulted in the reduction of unit prices of supplies and contracts. An agreement for the ongoing sale of copper/gold concentrate until the end of 2005 was also completed during the quarter.

As a result, Peak generated net earnings of $4,563,000 for the quarter, its most profitable result in more than two years.

Development of the New Cobar decline was commenced during the quarter, from a portal in the recently completed New Cobar open pit. As at September 30, 2004, the decline had been advanced 275 meters and is destined to allow development of ore below the old open pit. Production from this ore body is expected to commence in late 2005.

6          WHEATON RIVER MINERALS LTD

Exploration activity continued in the quarter with drilling at Chesney, Gladstone, Great Cobar and Illewong. Positive results included getting a clear indication of significant mineralization within Chesney in areas previously considered to be barren. The drilling at Illewong, a grass roots area, showed indications of gold mineralization.

Alumbrera Mine (Wheaton interest – 37.5%)

		Sep 30			Jun 30			Mar 31			Dec 31			Sep 30
(Wheaton’s share only)		2004			2004			2004			2003			2003
• Ore mined (tonnes)			2,935,000			3,113,700			2,836,900			2,409,000			2,219,300
• Ore milled (tonnes)			3,400,600			3,222,200			3,171,400			3,415,000			3,043,100
• Grade	- Gold (grams/tonne)		0.65			0.64			0.80			0.94			0.83
	- Copper (%)		0.54			0.49			0.58			0.69			0.67
• Recovery	- Gold (%)		77			74			77			74			73
	- Copper (%)		89			88			91			89			89
• Production	- Gold (ounces)		55,200			49,200			62,800			75,900			59,000
	- Copper (lbs)		36,151,200			30,193,700			36,512,700			47,098,200			39,895,700
• Sales	- ($’000’s)	$	65,049		$	53,353		$	75,112		$	74,320		$	31,351
	- Gold (ounces)		54,200			56,500			63,900			81,600			38,600
	- Copper (lbs)		34,913,700			31,114,100			40,287,300			52,610,400			26,453,800
• Net earnings ($’000’s)		$	23,996		$	16,923		$	30,849		$	26,015		$	8,919
• Average realized gold price ($’s per ounce)		$	405		$	388		$	417		$	379		$	366
• Average realized copper price ($’s per lb)		$	1.38		$	1.21		$	1.33		$	0.96		$	0.81
• Total cash costs (per ounce) (Note 1)		$	(374	)	$	(218	)	$	(435	)	$	(277	)	$	(132	)

(1) The calculation of total cash costs per ounce of gold for Alumbrera is net of by-product copper sales revenue. If copper production were treated as a co-product, third quarter 2004 average total cash costs at Alumbrera for the three months ended September 30, 2004 would be $185 per ounce of gold and $0.53 per pound of copper (September 30, 2003 - $151 per ounce of gold and $0.41 per pound of copper). This year-on-year increase in total cash costs primarily arises as a result of a 22% decrease in gold grades milled and a 19% decrease in copper grades milled, as compared with the third quarter of 2003.

Wheaton’s share of Alumbrera’s third quarter 2004 sales amounted to 54,200 ounces of gold and 34.9 million pounds of copper, compared with 38,600 ounces of gold and 26.5 million pounds of copper during the third quarter of 2003. The 2003 sales were unusually low, as a result of product shipments late in the quarter (Wheaton’s share – 20,400 ounces of gold and 13.4 million pounds of copper) not being recognized in sales until the fourth quarter. Gold and copper production was higher than in the second quarter in accordance with the mine plan, and fourth quarter production is anticipated to increase further.

The third quarter average realized copper price of $1.38 per pound was significantly higher than the 2003 price of $0.81 per pound and was the primary reason for the lower total cash costs in 2004 versus 2003, which are presented net of by-product copper sales revenue.

Mill production during the quarter achieved two consecutive months of over 3 million tonnes throughput (100% basis) as the newly commissioned flotation plant is optimized. This increased throughput is expected to continue.

During the quarter, Alumbrera commenced accruing cash taxes payable, which will be due in May, 2005. Wheaton’s share at September 30, 2004 amounted to $22.7 million.

Wheaton’s share of Alumbrera’s net earnings for the quarter amounted to $24.0 million, a significant increase as compared with the 2003 earnings of $8.9 million.

During the third quarter, Wheaton received a cash distribution from Alumbrera of $86.3 million (2003 – $22.5 million). This followed the early repayment of the Alumbrera bank debt during the second quarter of 2004, allowing all future cash generated by the mine operations to be distributable to the owners.

WHEATON RIVER MINERALS LTD          7

PROJECT DEVELOPMENT REVIEW

Amapari Project

Construction and development activity at the Amapari open pit heap leach project in northern Brazil accelerated during the period, with design work on the project over 90% complete at quarter end. Project construction manning numbers have reached over 890 and will rise to a peak of about 1,200 before reducing considerably for commissioning and operations in the fourth quarter of 2005.

The site civil works program has been running at over 50,000 tonnes per day of cut and fill earth movement. The permanent access road was opened with completion expected in November, thus eliminating the use of the longer, less efficient, exploration access road.

Equipment and contract commitments now include the plant tankage and heap leach and pond liners. All mining equipment has now been ordered with some trucks already working on the site. Pit pre-stripping will commence in earnest in the fourth quarter of 2004. Equipment delivery of crushers, and heap leach stackers and reclaimers, will occur in the fourth quarter with erection to immediately follow.

Infill drilling of the ore bodies continued with over 8,000 meters of drilling completed year to date. This drilling is designed to more finely define the ore bodies for detailed operational mine planning. Results so far clearly confirm the known ore boundaries and may increase the reserve. A revised ore reserve estimate as at December 31, 2004 will be completed early in 2005.

House refurbishment activity continued in the existing nearby town of Serra de Navio where senior operations staff will be accommodated. The permanent senior operations management team is largely in place with detailed planning for mine commissioning well underway.

The operations team has embarked on a number of sustainable development initiatives in the community including local business development, health and education support, and training in agricultural methods. This commitment to sustainable development will continue for the life of the project as it does at all Wheaton operations in accordance with corporate philosophies.

Capital expenditures of $8,651,000 during the quarter were in line with the budget.

Los Filos Project

The Los Filos project in Mexico continues to advance well. Since Los Filos was acquired in November 2003, over 20,000 meters of core drilling has been completed, primarily to provide metallurgical samples, improve geotechnical information, increase resource confidence and for condemnation in areas where mineralization was not closed off by previous drilling. Step out drilling has been successful to the east, with the best result from drill hole LF18-04, reporting 3.77 g/t of gold over 48 meters of core length. Drilling continues in this zone. Wheaton has recently received an updated resource model for Los Filos from Snowden Mineral Industry Consultants of Vancouver, Canada, which demonstrates an increase in the global resource at Los Filos of over 15% since acquisition, as a result of exploration success.

8          WHEATON RIVER MINERALS LTD

An optimization pit using a gold price of $375 per ounce reports the following in-pit resources:

			Gold		Contained
Resource Class	Ore		Grade		Gold
	Tonnes (000’s)		(grams/tonne)		Ounces (000’s)
Measured Mineral Resource:
Crush-Leach (+0.5 g/t gold)		12,453		1.05		421
ROM Leach (0.22-0.5 g/t gold)		5,130		0.37		61
Total Measured Resource		17,583		0.85		482
Indicated Mineral Resource:
Crush-Leach (+0.5 g/t gold)		28,000		1.43		1,286
ROM Leach (0.22-0.5 g/t gold)		16,364		0.34		178
Total Indicated Resource		44,364		1.03		1,465
Measured and Indicated Resource:
Crush-Leach (+0.5 g/t gold)		40,453		1.31		1,707
ROM Leach (0.22-0.5 g/t gold)		21,494		0.35		240
Total Measured and Indicated Resource		61,947		0.98		1,947
Inferred Mineral Resource:
Crush-Leach (+0.5 g/t gold)		2,621		0.97		81
ROM Leach (0.22-0.5 g/t gold)		3,105		0.34		34
Total Inferred Resource		5,726		0.63		116

• This resource estimate is calculated as of September 30, 2004 in accordance with the standards of Canadian Institute of Mining, Metallurgy, and Petroleum National Instrument 43-101 (“NI 43-101”).

• Resource estimate by Andrew P. Ross, P.Geo. of Snowden Mining Industry Consultants, Vancouver. Optimization Pit Shell reported by Mike Hester, P.Eng., of Independent Mining Consultants, Tucson, Arizona. Both are Qualified Persons as per NI 43-101.

• Drilling, sampling, and sample security under the supervision of Reynaldo Rivera, Luismin Chief Geologist and member of AUSIMM, and Randy V.J. Smallwood, P.Eng., Director, Project Development for Wheaton River Minerals Ltd. Procedures reviewed and approved by Andrew Ross, P.Geo., of Snowden Mineral Industry Consultants. All are Qualified Persons as per NI 43-101.

• Mineral resources do not have demonstrated economic viability.

The metallurgical testing program is nearly complete, and heap pad geotechnical investigations have been completed. The Los Filos Feasibility Study is expected to be completed by March 31, 2005, incorporating the revised resource model. Permitting and community discussions are well under way, with a surface rights agreement signed with the local community that covers all surface areas of the project. Wheaton anticipates production from Los Filos early in 2006.

WHEATON RIVER MINERALS LTD           9

Corporate

	Three Months Ended						Nine Months Ended
	September 30						September 30
(in thousands)	2004			2003			2004			2003
General and administrative expenses	$	(1,526	)	$	(980	)	$	(5,448	)	$	(3,131	)
Interest and finance fees		(1,037	)		(930	)		(2,565	)		(1,026	)
Gain on sale of marketable securities		1,316			1,231			1,415			2,005
Corporate transaction costs		(1,427	)		—			(4,238	)		—
Share purchase option expense		(344	)		—			(1,429	)		(293	)
Amortization		(884	)		(378	)		(1,563	)		(421	)
Other		(2,072	)		746			(2,969	)		1,831
Loss before income taxes		(5,974	)		(311	)		(16,797	)		(1,035	)
Income tax recovery		—			215			980			611
Corporate net loss	$	(5,974	)	$	(96	)	$	(15,817	)	$	(424	)

Increased corporate activity resulted in higher general and administrative expenses during 2004 in comparison with 2003.

Interest and finance fees relate primarily to the June 2003 bank debt financing to acquire an additional 12.5% interest in Alumbrera. This debt was fully repaid during the quarter out of cash on hand.

Corporate transaction costs for the third quarter mainly represent costs incurred to successfully reject the unsolicited bid by Coeur which concluded September 28, 2004 when they announced they had failed to garner enough support to pursue their bid. Also included are additional costs incurred for the previously proposed business combination with IAMGold. On July 6, 2004, IAMGold did not receive the necessary shareholder approvals to effect the proposed combination and Wheaton terminated the agreement with IAMGold.

Effective January 1, 2004, the Company retroactively adopted the amended recommendations of the CICA Handbook Section 3870, “Stock-Based Compensation and other Stock-based Payments”, whereby the fair value of all stock options granted is estimated using the Black-Scholes method and are recorded in operations over their vesting periods. In 2003, stock-based awards made to non-employees were recognized and measured using the fair value based method at the date of grant, whereas for stock options granted to employees and directors, no expense was recorded. The amended recommendations have been applied retroactively from January 1, 2002 in the financial statements, 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.

The total compensation expense recognized in the statement of operations for share purchase options granted in the three months ended September 30, 2004 amounted to $344,000 (nine months ended September 30, 2004 - $1,429,000). Had the same basis been applied to 2003 share purchase options granted, net earnings would have been as follows:

	Three Months			Nine Months
	Ended			Ended
(in thousands, except per share amounts)	Sep 30, 2003			Sep 30, 2003
Net earnings	$	14,689		$	29,841
Additional compensation expense of employees		(124	)		(9,181	)
Pro forma net earnings	$	14,565		$	20,660
Pro forma basic and diluted earnings per share	$	0.03		$	0.05

10          WHEATON RIVER MINERALS LTD

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%), an annual risk free interest rate of 3% (2003 – 4%) and expected lives of three years (2003 – three years).

Amortization expense was higher for the quarter as compared with 2003 as it includes amortization of debt issue costs on the recent $300 million acquisition facility entered into in August 2004. Other expenses include the amortization against sales of the cost of gold put options, which were required to be purchased under the Company’s June 2003 debt financing.

No significant cash taxes were paid during 2004.

Non GAAP measures – total cash cost per gold equivalent ounce calculation

The Company reports total cash costs on a sales basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The following table provides a reconciliation of total cash costs per ounce to the financial statements:

	Three Months Ended						Nine Months Ended
	September 30						September 30
(in thousands, except per ounce amounts)	2004			2003			2004			2003
Cost of sales per financial statements	$	37,970		$	28,446		$	111,773		$	53,292
Alumbrera equity adjustment (Note 1)		—			—			—			(1,769	)
Treatment and refining charges		7,053			6,158			21,956			6,362
Non-cash adjustments		(1,198	)		(318	)		(2,665	)		—
By-product copper sales		(51,275	)		(23,427	)		(149,182	)		(26,381	)
Royalties		1,929			1,480			4,723			1,905
	$	(5,521	)	$	12,339		$	(13,395	)	$	33,409
Divided by gold equivalent ounces sold		149,700			126,100			454,900			294,100
Total cash costs per ounce	$	(37	)	$	98		$	(29	)	$	114

(1) Total cash costs are calculated as if the Company’s initial acquisition of a 25% interest in Alumbrera had been accounted for on a proportionately consolidated basis. The consolidated financial statements however present the initial 25% interest using the equity method until the Company increased its interest to 37.5% on June 24, 2003, and thereafter accounted for its interest on a proportionately consolidated basis.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2004 the Company had cash and cash equivalents of $90.0 million (December 31, 2003 - $151.9 million) and working capital of $115.4 million (December 31, 2003 - $147.5 million).

In the opinion of management, the working capital at September 30, 2004, together with cash flows from operations, are sufficient to support the Company’s normal operating requirements on an ongoing basis.

Total assets increased to $984.1 million at September 30, 2004 from $891.0 million at December 31, 2003. Contributing to the growth was the January 9, 2004 acquisition of the Amapari gold project located in northern Brazil for $25 million in cash, 33.0 million Wheaton River common shares and 21.5 million Wheaton River Series “B” common share purchase warrants. Based upon the trading price of the common shares and warrants at the time of closing, this represents aggregate consideration of approximately $114.6 million, including $1.1 million of acquisition costs.

During the quarter, the Company generated operating cash flows of $46,242,000, compared with $31,453,000 during the same period of 2003. For the nine months to September 30, 2004, operating cash flows were $147,031,000, compared with $62,195,000 in 2003.

During 2003, the Company entered into a $75 million bank loan facility which consisted of a $50 million term loan bearing interest at LIBOR plus 2.75% and a $25 million revolving working capital facility bearing interest at LIBOR plus 3%. During June 2004, the Company amended the facility such that the full $75 million is a revolving working capital facility. The amended facility bears interest

WHEATON RIVER MINERALS LTD          11

at LIBOR plus 1.625% to 2.25% depending on covenant ratios, has no set repayment terms, and matures in June 2007. The balance of this facility at September 30, 2004 was $nil (December 31, 2003 - $45,000,000).

During 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 prepay 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. Related debt issue costs during the quarter of $6,733,000 have been deferred and, to September 30, 2004, $561,000 has been amortized to earnings.

During the quarter, Wheaton repaid long-term debt of $65,463,000. As a result, total long-term debt at September 30, 2004 was $nil, compared with $122,423,000 at December 31, 2003.

During the three months ended September 30, 2004, the Company disposed of marketable securities for a gain of $1,316,000 and invested a total of $21,945,000 in property, plant and equipment, including $6,325,000 at the Luismin operations, $2,948,000 at Peak, $4,016,000 at Alumbrera and $8,651,000 at Amapari.

As of November 9, 2004, there were 570,289,000 common shares of the Company issued and outstanding. In addition, the Company had 22,499,000 stock options outstanding under its share option plan and 176,359,000 share purchase warrants outstanding.

Derivative instruments

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. In 2003, the Company acquired put options to sell gold at a price of $300 per ounce during the period from January 2004 to June 2008. At September 30, 2004, the Company held put options to sell 569,000 ounces of gold and the fair value of these options was $585,000. During 2003, the Company also entered into a gold-indexed interest rate swap transaction which has a fair value at September 30, 2004 of minus $1,435,000.

Commitments

Commitments exist for capital expenditures in 2004 and 2005 of $18,641,000 and $3,378,000 respectively.

Long-term debt

The Company repaid all long-term debt during the quarter.

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 the third quarter of 2004, Endeavour was paid consulting and financial advisory fees of $1,234,000 (2003 - $30,000), 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.

12          WHEATON RIVER MINERALS LTD

OUTLOOK

The Company has planned capital expenditures for the remainder of 2004 of approximately $33 million. Of these, approximately $16 million will be incurred at Amapari, $5 million at Peak, $2 million at Alumbrera, and $10 million at the Luismin operations (of which $3 million relates to Los Filos and $7 million to San Dimas and San Martin).

On October 15, 2004, Wheaton and Chap Mercantile Inc. (“Silver Wheaton”) announced the closing of the previously disclosed Silver Wheaton transaction. Pursuant to the transaction, Silver Wheaton agreed to purchase 100% of the silver produced by Wheaton’s Luismin mining operations in Mexico for an upfront payment of Cdn$46 million in cash and 540 million Silver Wheaton common shares plus a payment of $3.90 per ounce of delivered refined silver, subject to adjustment. As a result, effective October 15, 2004, Wheaton owned approximately 75% of the shares of Silver Wheaton and will consolidate Silver Wheaton’s financial statements from that date.

In 2004, Wheaton expects to produce approximately 600,000 gold equivalent ounces at a cash cost of less than $50 per ounce. By 2006, with the Los Filos and Amapari projects in operation, overall production will increase to 900,000 gold equivalent ounces at a total cash cost of less than $100 per ounce.

Additional information relating to the Company, including its Annual Information Form, is available on SEDAR at www.sedar.com.

This Management’s Discussion & Analysis contains certain forward-looking statements. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding future plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed in Company documents filed from time to time with the Toronto Stock Exchange and other regulatory authorities.

WHEATON RIVER MINERALS LTD          13

Consolidated Statements of Operations

(US dollars and shares in thousands, except per share amounts - Unaudited)

			Three Months Ended						Nine Months Ended
			September 30						September 30
	Note		2004			2003			2004		2003
Sales			$	103,251		$	63,142		$	305,723	$	109,213
Cost of sales				37,970			28,446			111,773		53,292
Royalties				1,929			1,480			4,723		1,905
Depreciation and depletion				12,503			11,414			36,546		16,967
Reclamation				258			117			767		351
				52,660			41,457			153,809		72,515
Earnings from mining operations				50,591			21,685			151,914		36,698
Expenses and other income
General and administrative				2,458			1,917			8,867		6,208
Interest and finance fees				920			1,712			4,859		2,119
Exploration				740			496			2,164		1,399
Amortization				884			463			2,703		605
Corporate transaction costs		4		1,427			—			4,238		—
Other (income) expense		5		(977	)		(3,887	)		893		(5,800	)
				5,452			701			23,724		4,531
Earnings before the following				45,139			20,984			128,190		32,167
Equity in earnings of Minera Alumbrera Ltd				—			—			—		7,324
Earnings before income taxes				45,139			20,984			128,190		39,491
Income tax expense				13,762			6,295			42,022		9,650
Net earnings			$	31,377		$	14,689		$	86,168	$	29,841
Earnings per share
Basic			$	0.06		$	0.03		$	0.15	$	0.08
Diluted			$	0.05		$	0.03		$	0.13	$	0.08
Weighted-average number of shares outstanding
Basic				568,647			450,656			567,535		376,155
Diluted				644,277			502,448			649,062		396,500

The accompanying notes form an integral part of these consolidated financial statements

14          WHEATON RIVER MINERALS LTD

Consolidated Balance Sheets

(US dollars and shares in thousands — Unaudited)

			September 30		December 31
	Note		2004		2003
Assets
Current
Cash and cash equivalents			$	90,004	$	151,878
Appropriated cash				—		8,840
Marketable securities		6		1,529		1,142
Accounts receivable				46,954		31,824
Product inventory and stockpiled ore		7		17,155		16,726
Supplies inventory				10,144		10,083
Other				5,350		4,287
				171,136		224,780
Property, plant and equipment		8		728,589		583,911
Stockpiled ore		7		58,707		60,736
Future income taxes				4,230		7,211
Other		9		21,466		14,367
			$	984,128	$	891,005
Liabilities
Current
Accounts payable and accrued liabilities			$	28,996	$	31,402
Income taxes payable				22,993		1,062
Current portion of long-term debt		10		—		41,000
Other				3,738		3,832
				55,727		77,296
Long-term debt		10		—		81,423
Future income taxes				163,614		145,730
Provision for reclamation and closure				18,204		19,604
Future employee benefits and other				11,067		10,834
				248,612		334,887
Shareholders’ Equity
Share purchase options				16,754		877
Contributed surplus				704		600
Share purchase warrants				16,660		—
Share capital
Common shares
Authorized: unlimited shares, no par value;
Issued and outstanding: 570,220 (December 31, 2003 - 533,697)				582,527		505,090
Retained earnings				118,871		49,551
				735,516		556,118
			$	984,128	$	891,005

Commitments (Note 13)

The accompanying notes form an integral part of these consolidated financial statements

WHEATON RIVER MINERALS LTD          15

Consolidated Statements of Shareholders’ Equity
Nine Months Ended September 30, 2004 and Year Ended December 31, 2003
(US dollars, shares and warrants in thousands - Unaudited)

											Share					Retained
	Common Shares					Share Purchase Warrants					Purchase			Contributed		Earnings
	Shares		Amount			Warrants			Amount		Options			Surplus		(Deficit)			Total
At January 1, 2003		190,400	$	115,152			64,550		$	—	$	410		$	600	$	(8,108	)	$	108,054
Share options exercised		6,621		5,431			—			—		—			—		—			5,431
Warrants issued		—		—			100,360			—		—			—		—			—
Warrants exercised		9,602		5,192			(9,602	)		—		—			—		—			5,192
Shares issued		327,074		402,266			—			—		—			—		—			402,266
Share issue costs, net of tax		—		(22,951	)		—			—		—			—		—			(22,951	)
Fair value of stock options issued to non-employees		—		—			—			—		467			—		—			467
Net earnings		—		—			—			—		—			—		57,659			57,659
At December 31, 2003		533,697		505,090			155,308			—		877			600		49,551			556,118
Cumulative effect of change in accounting policy (Note 2 (a))		—		1,883			—			—		14,861			104		(16,848	)		—
Share options exercised		3,127		3,252			—			—		(413	)		—		—			2,839
Warrants exercised		396		563			(396	)		—		—			—		—			563
Shares and warrants issued on acquisition of Amapari (Note 3)		33,000		71,885			21,516			16,660		—			—		—			88,545
Share issue costs, net of tax		—		(146	)		—			—		—			—		—			(146	)
Fair value of stock options issued		—		—			—			—		1,429			—		—			1,429
Net earnings		—		—			—			—		—			—		86,168			86,168
At September 30, 2004		570,220	$	582,527			176,428		$	16,660	$	16,754		$	704	$	118,871		$	735,516

Shareholders’ Equity (Note 11)

The accompanying notes form an integral part of these consolidated financial statements

16          WHEATON RIVER MINERALS LTD

Consolidated Statements of Cash Flows

(US dollars in thousands - Unaudited)

			Three Months Ended						Nine Months Ended
			September 30						September 30
	Note		2004			2003			2004			2003
Operating Activities
Net earnings			$	31,377		$	14,689		$	86,168		$	29,841
Reclamation expenditures				(1,196	)		(758	)		(2,161	)		(1,205	)
Cash distribution from Minera Alumbrera Ltd				—			—			—			12,610
Items not affecting cash:
Depreciation, depletion and amortization				13,387			11,877			39,249			17,572
Provision for reclamation				258			(2,368	)		767			(2,134	)
Gain on sale of marketable securities				(1,316	)		(1,231	)		(1,415	)		(2,005	)
Future income taxes				(7,547	)		6,210			19,675			9,343
Future employee benefits				1,199			(218	)		758			(338	)
Share purchase option expense				344			—			1,429			293
Equity in earnings of Minera Alumbrera Ltd				—			—			—			(7,324	)
Other				1,332			(1,564	)		677			(1,514	)
Change in non-cash working capital		12		8,404			4,816			1,884			7,056
Cash generated by operating activities				46,242			31,453			147,031			62,195
Financing Activities
Long-term debt				—			—			—			75,000
Repayment of long-term debt				(65,463	)		(25,000	)		(137,623	)		(25,000	)
Debt issue costs				(6,754	)		(378	)		(7,826	)		(4,046	)
Common shares issued				1,974			73,193			3,402			296,666
Common share issue costs				—			(4,514	)		(146	)		(20,448	)
Deferred gold put options				—			—			—			(5,786	)
Cash (applied to) generated by financing activities				(70,243	)		43,301			(142,193	)		316,386
Investing Activities
Property, plant and equipment				(21,945	)		(7,401	)		(50,190	)		(18,394	)
Proceeds on sale of marketable securities				33,035			5,297			33,194			7,130
Purchases of marketable securities				(282	)		(3,515	)		(31,551	)		(3,515	)
Appropriated cash				—			—			8,840			—
Acquisition of Mineração Pedra Branco do Amapari Ltda, net of cash acquired		3		—			—			(25,785	)		—
Acquisition of Minera Alumbrera Ltd, net of cash acquired				—			—			—			(224,356	)
Acquisition of Peak Gold Mines Pty Ltd, net of cash acquired				—			(18	)		—			(34,187	)
Other				(285	)		3,780			(1,220	)		(158	)
Cash generated by (applied to) investing activities				10,523			(1,857	)		(66,712	)		(273,480	)
(Decrease) increase in cash and cash equivalents				(13,478	)		72,897			(61,874	)		105,101
Cash and cash equivalents, beginning of period				103,482			55,140			151,878			22,936
Cash and cash equivalents, end of period			$	90,004		$	128,037		$	90,004		$	128,037

Supplemental cash flow information (Note 12)

The accompanying notes form an integral part of these consolidated financial statements

WHEATON RIVER MINERALS LTD          17

Notes to the Consolidated Financial Statements
Nine Months Ended September 30, 2004
(US dollars - Unaudited)

1.	DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS Wheaton River Minerals Ltd (“Wheaton” or 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 ongoing exploration activities in Mexico, Brazil and Australia. The Company is in the process of reclaiming the Golden Bear Mine in Canada, which ceased commercial production in 2001.
	On January 9, 2004, the Company acquired the Amapari gold project in northern Brazil (Note 3).
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information and they follow the same accounting policies and methods of application as the audited consolidated financial statements of the Company for the year ended December 31, 2003 except as noted below. These unaudited interim consolidated financial statements do not include all the information and note disclosures required by generally accepted accounting principles for annual financial statements and therefore should be read in conjunction with the most recent annual audited consolidated financial statements and the notes below.

(a)	Stock-based compensation
	Effective 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 stock 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.
	The total compensation expense recognized in the statement of operations for share purchase options granted in the three months ended September 30, 2004 amounted to $344,000 (nine months ended September 30, 2004 - $1,429,000). Had the same basis been applied to 2003 share purchase options granted, net earnings would have been as follows:

	Three Months			Nine Months
	Ended			Ended
	September 30			September 30
(in thousands, except per share amounts)	2003			2003
Net earnings	$	14,689		$	29,841
Additional compensation expense of employees		(124	)		(9,181	)
Pro forma net earnings	$	14,565		$	20,660
Pro forma basic and diluted earnings per share	$	0.03		$	0.05

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%), an annual risk free interest rate of 3% (2003 –4%) and expected lives of three years (2003 – three years).

18          WHEATON RIVER MINERALS LTD

(b)	Derivative instruments
	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. For derivative contracts that have been designated as effective hedges and where the documentation standards as described by Accounting Guideline 13, “Hedging Relationships” (“AcG-13”) have been met, gains or losses are recognized in sales when the hedged production is sold. For derivative contracts that have not been designated as hedges or do not meet the documentation standards under AcG-13, gains or losses arising from the changes in their fair value subsequent to January 1, 2004 are recorded in operations.
(c)	Basis of presentation
	These consolidated financial statements include the accounts of the Company and its subsidiaries. Principal subsidiaries and investments at September 30, 2004 are listed below:

						Operations and
		Ownership				Development Projects
Subsidiary	Location	Interest			Status	Owned
Luismin SA de CV (“Luismin”)	Mexico		100	%	Consolidated	San Dimas, San Martin
						and Nukay mines and Los
						Filos gold development
						project
Peak Gold Mines Pty Ltd (“Peak”)	Australia		100	%	Consolidated	Peak mine
Mineração Pedra Branco do Amapari Ltda (“Amapari”)	Brazil		100	%	Consolidated	Amapari gold development
						project
Minera Alumbrera Ltd (“Alumbrera”)	Argentina		37.5	%	Proportionately	Alumbrera mine
					consolidated

(d)	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, the Company now has joint control over Alumbrera and therefore has proportionately consolidated its 37.5% share of the financial statements of Alumbrera from June 24, 2003 onward.
(e)	Comparative amounts
	Certain comparative amounts have been reclassified to conform to presentation adopted in 2004.

WHEATON RIVER MINERALS LTD          19

3.	ACQUISITION OF AMAPARI GOLD DEVELOPMENT PROJECT On 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 preliminary allocation of the purchase price is summarized in the table below.

(in thousands)
Purchase price:
Cash paid	$	25,000
Shares and share purchase warrants issued		88,545
Acquisition costs		1,104
	$	114,649
Net assets acquired:
Cash	$	319
Non-cash working capital		(2,368	)
Property, plant and equipment		131,898
Debt 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.

4.

CORPORATE TRANSACTION COSTS On 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 $3,307,000 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 $931,000.

5. OTHER INCOME (EXPENSE)

	Three Months Ended					Nine Months Ended
	September 30					September 30
(in thousands)	2004			2003		2004			2003
Interest income	$	653		$	81	$	1,865		$	802
Gain on sale of marketable securities		1,316			1,231		1,415			2,005
Foreign exchange (loss) gain		(426	)		2,304		(2,171	)		3,499
Share purchase option expense		(344	)		—		(1,429	)		(293	)
Other		(222	)		271		(573	)		(213	)
	$	977		$	3,887	$	(893	)	$	5,800

20          WHEATON RIVER MINERALS LTD

6. MARKETABLE SECURITIES

	September 30		December 31
(in thousands)	2004		2003
Marketable securities at market value	$	4,937	$	1,702

7. PRODUCT INVENTORY AND STOCKPILED ORE

	September 30		December 31
(in thousands)	2004		2003
Stockpiled ore	$	63,167	$	62,174
Work in process		4,113		2,891
Finished goods		8,582		12,397
		75,862		77,462
Less: non-current stockpiled ore		58,707		60,736
	$	17,155	$	16,726

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.

8. PROPERTY, PLANT AND EQUIPMENT

	September 30, 2004							December 31, 2003
	Accumulated							Accumulated
(in thousands)	Cost		Depletion			Net		Cost		Depletion			Net
Mineral properties
Luismin mines, Mexico	$	128,887	$	(11,101	)	$	117,786	$	120,736	$	(6,070	)	$	114,666
Peak mine, Australia		32,017		(5,948	)		26,069		25,672		(2,518	)		23,154
Alumbrera mine, Argentina		27,142		(6,361	)		20,781		27,142		(2,091	)		25,051
		188,046		(23,410	)		164,636		173,550		(10,679	)		162,871
Plant and equipment
Luismin mines, Mexico		48,074		(5,539	)		42,535		42,519		(3,334	)		39,185
Peak mine, Australia		19,717		(3,790	)		15,927		17,726		(1,736	)		15,990
Alumbrera mine, Argentina		252,137		(40,109	)		212,028		246,559		(20,553	)		226,006
Corporate, Canada		476		(305	)		171		456		(261	)		195
		320,404		(49,743	)		270,661		307,260		(25,884	)		281,376
Properties under development
Los Filos project, Mexico		98,419		—			98,419		93,691		—			93,691
El Limón project, Mexico		42,161		—			42,161		42,161		—			42,161
Other projects, Mexico		4,819		—			4,819		3,667		—			3,667
Amapari project, Brazil		147,893		—			147,893		145		—			145
		293,292		—			293,292		139,664		—			139,664
	$	801,742	$	(73,153	)	$	728,589	$	620,474	$	(36,563	)	$	583,911

Sale of Metates property

Effective February 25, 2004, the Company sold its 50% interest in the Metates property in Mexico to American Gold Capital Corporation (“American Gold”), a company listed on the TSX Venture Exchange. The Company received 5,000,000 shares of American Gold as consideration, 3,750,000 of which remain in escrow to be released over the period to February 2007. The Company did not record a gain at the time of the disposition; however, gains on the sale of the shares will be recorded in income when the shares are sold. The Company sold 500,000 shares during the period for a gain of $358,000.

WHEATON RIVER MINERALS LTD          21

9. OTHER NON-CURRENT ASSETS

		September 30		December 31
	Note	2004		2003
(in thousands)
Deferred gold put options	10 (ii)	$	4,701	$	5,786
Deferred debt issue costs	10 (i, ii)		9,803		3,497
Other			6,962		5,084
		$	21,466	$	14,367

10. LONG-TERM DEBT

	September 30		December 31
	2004		2003
(in thousands)
Corporate debt
Acquisition facility (i)	$	—	$	—
Revolving working capital facility (ii)		—		—
Term loan (ii)		—		45,000
Total bank indebtedness		—		45,000
Promissory note (iii)		—		19,443
		—		64,443
Non-recourse project debt
Alumbrera (Wheaton’s 37.5% share) (iv)		—		57,980
		—		122,423
Less: current portion		—		41,000
	$	—	$	81,423

(i)

During 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 prepay 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.

Debt issue costs of $6,733,000 have been deferred and are amortized to earnings over the term of the debt facility. An amount of $561,000 has been amortized to September 30, 2004. A further $1,125,000 of debt issue costs will be payable upon the first draw down under this facility.

22          WHEATON RIVER MINERALS LTD

(ii) 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 June 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. During September 2004, the Company repaid the outstanding amount out of cash on hand.

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 $1,085,000 has been amortized to September 30, 2004 (December 31, 2003 - $nil). The fair value of the 569,000 ounces of unexpired put options at September 30, 2004 was $585,000. During 2003, the Company entered into a gold-indexed interest rate swap transaction which had a fair value at September 30, 2004, of minus $1,435,000. The facility is secured by corporate guarantees of Luismin and Amapari.

Debt issue costs of $5,334,000 have been deferred and are amortized to earnings over the term of the debt. An amount of $1,704,000 has been amortized to September 30, 2004 (December 31, 2003 - $745,000).

(iii) The promissory note was due to Rio Algom, and had a maturity date of May 30, 2005. During September 2004, the Company repaid the outstanding amount out of cash on hand.

(iv) The Alumbrera project debt was incurred in 1997 to finance the construction and operation of the Alumbrera Mine. During May 2004 Alumbrera repaid the outstanding debt out of cash on hand.

(v) The Company has an Aus$5,000,000 ($3,573,000), unsecured, revolving working capital facility for its Peak mine operations of which $nil was drawn down at September 30, 2004. The loan bears interest related to the Australian Treasury Bill rate plus 1.5% per annum.

11. SHAREHOLDERS’ EQUITY

In January 2004, the Company issued 33 million common shares and 21.5 million Series “B” warrants as partial consideration for the acquisition of Amapari (Note 3).

(a) Warrants

				Weighted Average
	Warrants			Exercise Price
	Outstanding			(Cdn$)
At January 1, 2003		64,549,997		$	1.52
Issued in connection with issuance of shares		100,359,522			2.27
Exercised		(9,601,400	)		0.76
At December 31, 2003		155,308,119			2.05
Issued in connection with acquisition of Amapari (Note 3)		21,516,000			3.10
Exercised		(396,061	)		1.89
At September 30, 2004		176,428,058			2.18

     The following table summarizes information about the warrants outstanding at September 30, 2004:

		Warrants		Exercise Price
Description	Expiry Date	Outstanding		(Cdn$)
Common share purchase warrants	May 30, 2007		54,784,647	$	1.65
Series “A” share purchase warrants	May 30, 2007		57,344,837		1.65
Series “B” share purchase warrants	August 25, 2008		64,298,574		3.10
			176,428,058

WHEATON RIVER MINERALS LTD          23

(b) Share purchase options

				Weighted Average
	Options			Exercise Price
	Outstanding			(Cdn$)
At January 1, 2003		8,258,890		$	0.79
Granted		22,965,000			2.20
Exercised		(6,620,694	)		1.09
Forfeited		(132,333	)		1.24
At December 31, 2003		24,470,863			2.03
Granted		1,155,000			3.77
Exercised		(3,127,034	)		1.19
At September 30, 2004		22,498,829			2.24

12. SUPPLEMENTAL CASH FLOW INFORMATION

	Three Months Ended						Nine Months Ended
	September 30						September 30
(in thousands)	2004			2003			2004			2003
Change in non-cash working capital
Accounts receivable	$	(12,090	)	$	10,639		$	(15,078	)	$	11,932
Product inventory and stockpiled ore		(617	)		(7,046	)		1,600			(9,944	)
Supplies inventory		(192	)		172			(61	)		(729	)
Accounts payable and accrued liabilities		1,015			(873	)		(2,554	)		5,591
Income taxes payable		21,309			(60	)		21,931			47
Other		(1,021	)		1,984			(3,954	)		159
	$	8,404		$	4,816		$	1,884		$	7,056

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2004		2003		2004		2003
(in thousands)
Non-cash financing and investing activities
Shares and share purchase warrants issued on acquisition of Amapari (Note 3)	$	—	$	—	$	88,545	$	—
Promissory note issued (Note 10 (iii))		—		—		—		25,000
Additional consideration for Luismin operations		—		22,367		—		22,367
Marketable securities received on sale of property, plant and equipment		—		1,127		31		1,277
Operating activities included the following cash payments
Interest paid	$	1,142	$	491	$	5,054	$	522
Income taxes paid		305		90		1,928		302

13.	COMMITMENTS
	Commitments exist for capital expenditures of $18,641,000 in 2004 and $3,378,000 in 2005.

24          WHEATON RIVER MINERALS LTD

14.	SEGMENTED INFORMATION
	The Company’s reportable operating and geographical segments are summarized in the table below.

	Three Months Ended September 30, 2004
(in thousands)	Mexio			Australia			Argentina		Brazil		Corporate			Total
Sales	$	24,406		$	14,610		$	65,049	$	—	$	(814	)	$	103,251
Cost of sales		9,997			6,265			21,708		—		—			37,970
Depreciation and depletion		2,337			2,201			7,965		—		—			12,503
Other		58			506			1,623		—		—			2,187
Earnings from mining operations		12,014			5,638			33,753		—		(814	)		50,591
General and administrative		(932	)		—			—		—		(1,526	)		(2,458	)
Interest and finance fees		(19	)		(83	)		219		—		(1,037	)		(920	)
Other income (expenses)		54			(20	)		308		181		(2,597	)		(2,074	)
Earnings (loss) before income taxex	$	11,117		$	5,535		$	34,280	$	181	$	(5,974	)	$	45,139
Capital asset expenditures	$	6,325		$	2,948		$	4,016	$	8,651	$	5		$	21,945

	Three Months Ended September 30, 2003
(in thousands)	Mexio			Australia			Argentina			Brazil		Corporate			Total
Sales	$	17,152		$	14,639		$	31,351		$	—	$	—		$	63,142
Cost of sales		8,154			8,909			11,383			—		—			28,446
Depreciation and depletion		1,616			2,461			7,337			—		—			11,414
Other		66			436			1,095			—		—			1,597
Earnings from minini operations		7,316			2,833			11,536			—		—			21,685
General and administrative		(937	)		—			—			—		(980	)		(1,917	)
Interest and finance fees		86			(12	)		(856	)		—		(930	)		(1,712	)
Other (expenses) income		(370	)		(363	)		2,062		$	—		1,599			2,928
Earnings (loss) before income taxes	$	6,095		$	2,458		$	12,742		$	—	$	(311	)	$	20,984
Capital asset expenditures	$	5,075		$	1,281		$	1,041		$	—	$	4		$	7,401

	Nine Months Ended September 30, 2004
(in thousands)	Mexico			Australia			Argentina			Brazil		Corporate			Total
Sales	$	70,830		$	44,054		$	193,514		$	—	$	(2,675	)	$	305,723
Cost of sales		29,742			21,664			60,367			—		—			111,773
Depreciation and depletion		7,236			5,484			23,826			—		—			36,546
Other		176			1,531			3,783			—		—			5,490
Earnings from mining operations		33,676			15,375			105,538			—		(2,675	)		151,914
General and administrative		(3,419	)		—			—			—		(5,448	)		(8,867	)
Interest and finance fees		(49	)		(85	)		(2,160	)		—		(2,565	)		(4,859	)
Other (expenses) income		(1,571	)		(1,862	)		(852	)		396		(6,109	)		(9,998	)
Earnings (loss) before income taxes	$	28,637		$	13,428		$	102,526		$	396	$	(16,797	)	$	128,190
Capital asset expenditures	$	19,756		$	8,032		$	6,369		$	15,995	$	38		$	50,190
Total assets	$	345,541		$	58,909		$	365,501		$	160,141	$	54,036		$	984,128

WHEATON RIVER MINERALS LTD          25

				Nine Months Ended September 30, 2003
(in thousands)	Mexico			Australia			Argentina			Brazil		Corporate			Total
Sales	$	47,908		$	25,719		$	35,586		$	—	$	—		$	109,213
Cost of sales		24,114			16,157			13,021			—		—			53,292
Depreciation and depletion		4,496			4,115			8,356			—		—			16,967
Other		200			863			1,193			—		—			2,256
Earnings from mining operations		19,098			4,584			13,016			—		—			36,698
General and administrative		(3,077	)		—			—			—		(3,131	)		(6,208	)
Interest and finance fees		(39	)		(43	)		(1,011	)		—		(1,026	)		(2,119	)
Other (expenses) income		(945	)		(401	)		2,020			—		3,122			3,796
Equity in earnings of Alumbrera		—			—			7,324			—		—			7,324
Earnings (loss) before income taxes	$	15,037		$	4,140		$	21,349		$	—	$	(1,035	)	$	39,491
Capital asset expenditures	$	11,639		$	5,700		$	1,041		$	—	$	14		$	18,394
Total assets (December 31, 2003)	$	315,271		$	51,429		$	422,701		$	—	$	101,604		$	891,005

15.	SUBSEQUENT EVENT
	On October 15, 2004, Wheaton and Chap Mercantile Inc. (“Silver Wheaton”) announced the closing of the previously disclosed Silver Wheaton transaction. Pursuant to the transaction, Silver Wheaton agreed to purchase 100% of the silver produced by Wheaton’s Luismin mining operations in Mexico for an upfront payment of Cdn$46 million in cash and 540 million Silver Wheaton common shares plus a payment of $3.90 per ounce of delivered refined silver, subject to adjustment.
	As a result, effective October 15, 2004, Wheaton owned approximately 75% of the shares of Silver Wheaton and will consolidate Silver Wheaton’s financial statements from that date.

26          WHEATON RIVER MINERALS LTD

CANADA – HEAD OFFICE
Wheaton River Minerals Ltd
Waterfront Centre
Suite 1560 - 200 Burrard Street
Vancouver, BC V6C 3L6
Telephone: (604) 696-3000
Fax: (604) 696-3001
Website: www.wheatonriver.com

MEXICO OFFICE
Luismin SA de CV
Arquimedes #130 – 8^th Floor, Polanco
11560 Mexico, DF
Telephone: 52 (55) 9138-4000
Fax: 52 (55) 5280-7636

AUSTRALIA OFFICE
Wheaton Minerals Asia Pacific Pty Ltd
Suite 1002, Level 10
Gold Fields House
1 Alfred Street
Sydney, NSW 2000
Telephone: 61 (2) 9252-1220
Fax: 61 (2) 9252-1221

BRAZIL OFFICE
Mineração Pedra Branco do Amapari Ltda
Praia Do Flamengo 154 — 4^th Floor
Rio de Janiero RJ 22210-030
Telephone: 55 (21) 2122-0500
Fax: 55 (21) 2122-0560

DIRECTORS
Lawrence Bell
Douglas Holtby
Eduardo Luna
Ian McDonald
Antonio Madero
Ian Telfer

OFFICERS
Ian Telfer
Chairman and Chief Executive Officer
Russell Barwick
Executive Vice-President, Operations

Peter Barnes
Executive Vice-President & Chief Financial Officer
Eduardo Luna
President, Luismin SA de CV

INVESTOR RELATIONS
Julia Hasiwar
Director, Investor Relations
Toll free: (800) 567-6223
Email: ir@wheatonriver.com

STOCK EXCHANGE LISTING
Toronto Stock Exchange: WRM
American Stock Exchange: WHT

TRANSFER AGENT
CIBC Mellon Trust Company
1600 – 1066 West Hastings Street
Vancouver, BC V6E ₃X1
Toll-free in Canada and the United States:
(800) 387-0825
Outside of Canada and the United States:
(416) 643-5500
Email: inquiries@cibcmellon.com

AUDITORS
Deloitte & Touche LLP
Vancouver, BC

EX-99.6

Management’s Discussion and Analysis of Results of
Operations and Financial Condition Nine Months
Ended September 30, 2004

This Management’s Discussion and Analysis should be read in conjunction with the Company’s unaudited consolidated financial statements for the nine months ended September 30, 2004 and related notes thereto which have been prepared in accordance with Canadian generally accepted accounting principles. In addition, the following should be read in conjunction with the 2003 audited consolidated financial statements, the related annual Management’s Discussion and Analysis, and the Annual Information Form/40F on file with the US Securities and Exchange Commission and Canadian provincial securities regulatory authorities. All figures are in United States dollars unless otherwise noted. This Management’s Discussion and Analysis has been prepared as of November 9, 2004.

THIRD QUARTER HIGHLIGHTS

• Net earnings of $31.4 million ($0.06 per share), compared with $14.7 million ($0.03 per share) in 2003.

• Operating cash flows of $46.2 million (2003 — $31.5 million).

• Sales of 149,700 gold equivalent ounces and 36.4 million pounds of copper (2003 – 126,100 gold equivalent ounces and 28.3 million pounds of copper).

• Total cash costs of minus $37 per gold equivalent ounce (2003;$98).

• Debt-free, following repayment of $65.5 million of debt during the quarter.

• $86.3 million cash distribution received from Alumbrera.

• Entered into a $300 million acquisition facility, increasing cash resources available for acquisitions to $500 million.

• Silver Wheaton transaction completed on October 15, 2004, resulting in Wheaton holding 75% of a pure silver company having a market capitalization of approximately $500 million (Wheaton’s share - $375 million).

• Unsolicited takeover bid from Coeur d’Alene Mines successfully rejected.

OVERVIEW

Wheaton River Minerals Ltd. (“Wheaton” or the “Company”) is a growth-oriented precious metals mining company with operations in Mexico, Argentina, Brazil and Australia.

During 2002 Wheaton acquired the Luismin gold/silver mines in Mexico, followed by the 2003 acquisition of a 37.5% interest in the world-class Alumbrera gold/copper mine in Argentina and 100% of the Peak gold mine in Australia. The Company also acquired the Los Filos gold project in Mexico in 2003 and in January, 2004, acquired the Amapari gold project in northern Brazil.

In continuation of this growth strategy, during March 2004, Wheaton and IAMGold Corporation (“IAMGold”) announced that their boards of directors had agreed to combine the two companies, subject to shareholder approvals and certain other conditions. On July 6, 2004, IAMGold did not receive the necessary shareholder approvals and Wheaton terminated the agreement to combine with IAMGold.

In May 2004, Coeur d’Alene Mines Corporation (“Coeur”) launched an unsolicited takeover bid for Wheaton. In early September 2004, Wheaton’s Board of Directors recommended that Wheaton shareholders reject the Coeur offer as being financially inadequate and highly dilutive. On September 28, 2004 Coeur announced that their bid had failed.

Wheaton is now unhedged, debt-free and has available cash resources of $500 million to pursue further growth opportunities.

WHEATON RIVER MINERALS LTD          1

Summarized Financial Results

	September 30					June 30				March 31					December 31
	2004			2003		2004		2003		2004			2003		2003			2002
(Notes 2 and 3)
Sales ($000’s)	$	103,251		$	63,142	$	89,268	$	28,814	$	113,204		$	17,257	$	103,420		$	17,938
•Gold (ounces)		120,700			105,400		123,000		92,600		129,700			35,100		136,200			32,300
•Silver (ounces)		1,792,000			1,515,900		1,654,500		1,500,500		1,612,900			1,561,900		1,475,900			1,672,200
•Gold equivalent (ounces) (Note 1)		149,700			126,100		148,700		112,400		156,500			55,600		156,000			55,600
•Copper (lbs)		36,405,200			28,296,800		32,499,000		28,139,400		42,879,500			3,551,000		53,731,500			—
Net earnings ($000’s)	$	31,377		$	14,689	$	21,120	$	11,088	$	33,671		$	4,064	$	27,818		$	2,577
Earnings per share
•Basic	$	0.06		$	0.03	$	0.04	$	0.03	$	0.06		$	0.02	$	0.06		$	0.01
•Diluted	$	0.05		$	0.03	$	0.03	$	0.03	$	0.05		$	0.02	$	0.05		$	0.01
Cash flow from operations ($000’s)	$	46,242		$	31,453	$	38,941	$	20,990	$	61,848		$	9,752	$	64,483		$	5,631
Average realized gold price ($’s per ounce)	$	402		$	366	$	388	$	353	$	412		$	347	$	385		$	323
Average realized silver price
($’s per ounce)	$	6.47		$	5.00	$	6.09	$	4.61	$	6.78		$	4.64	$	5.29		$	4.51
Average realized copper price
($’s per lb)	$	1.38		$	0.81	$	1.22	$	0.74	$	1.33		$	0.68	$	0.96		$	—
Total cash costs (per gold
equivalent ounce) (Note 4)	$	(37	)	$	98	$	19	$	90	$	(67	)	$	175	$	(39	)	$	186
Cash and cash equivalents
($000’s)	$	90,004		$	128,037	$	103,482	$	55,140	$	173,814		$	20,540	$	151,878		$	22,936
Total assets ($000’s)	$	984,128		$	711,648	$	1,001,161	$	618,419	$	1,039,387		$	377,267	$	891,005		$	152,098
Long-term debt ($000’s)	$	—		$	152,342	$	65,463	$	177,342	$	132,783		$	—	$	122,423		$	—
Shareholders’ equity ($000’s)	$	735,516		$	436,773	$	701,821	$	331,038	$	679,901		$	314,900	$	556,118		$	108,054

(1)	Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the three months ended September 30, 2004, the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 – 73).
(2)	Includes Peak’s results from March 18, 2003 onwards.
(3)	Includes, with the exception of sales, 25% of Alumbrera’s total operating results for the period March 18 to June 23, 2003, and 37.5% of the results for the period June 24, 2003 onwards. Sales include 37.5% of Alumbrera’s total sales for the period from June 24, 2003 onwards. Prior to June 24, 2003, the Company used the equity method to account for its 25% investment in Alumbrera.
(4)	The calculation of total cash costs per ounce for Peak and Alumbrera is net of by-product copper sales revenue.

2          WHEATON RIVER MINERALS LTD

RESULTS OF OPERATIONS

			Three Months Ended September 30, 2004
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
	(Note 1)		(Note 2)		(Note 3)
Sales ($000’s)	$	24,406	$	14,610	$	65,049		$	—	$	(814	)	$	103,251
• Gold (ounces)		33,400		33,100		54,200			—		—			120,700
• Silver (ounces)		1,792,000		—		—			—		—			1,792,000
• Gold equivalent (ounces) (Note 1)		62,400		33,100		54,200			—		—			149,700
• Copper (lbs)		—		1,491,500		34,913,700			—		—			36,405,200
Net earnings (loss) ($000’s)	$	8,611	$	4,563	$	23,996		$	181	$	(5,974	)	$	31,377
Average realized gold price ($’s per ounce)	$	402	$	400	$	405		$	—	$	—		$	402
Average realized silver price ($’s per ounce)	$	6.47	$	—	$	—		$	—	$	—		$	6.47
Average realized copper price ($’s per lb)	$	—	$	1.29	$	1.38		$	—	$	—		$	1.38
Total cash costs (per gold equivalent ounce)	$	150	$	161	$	(374	)	$	—	$	—		$	(37	)

			Three Months Ended September 30, 2003
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
	(Note 1)		(Note 2)		(Note 3)
Sales ($000’s)	$	17,152	$	14,639	$	31,351		$	—	$	—		$	63,142
• Gold (ounces)		27,600		39,200		38,600			—		—			105,400
• Silver (ounces)		1,515,900		—		—			—		—			1,515,900
• Gold equivalent (ounces) (Note 1)		48,300		39,200		38,600			—		—			126,100
• Copper (lbs)		—		1,843,000		26,453,800			—		—			28,296,800
Net earnings (loss) ($000’s)	$	4,145	$	1,721	$	8,919		$	—	$	(96	)	$	14,689
Average realized gold price ($’s per ounce)	$	366	$	365	$	366		$	—	$	—		$	366
Average realized silver price ($’s per ounce)	$	5.00	$	—	$	—		$	—	$	—		$	5.00
Average realized copper price ($’s per lb)	$	—	$	0.80	$	0.81		$	—	$	—		$	0.81
Total cash costs (per gold equivalent ounce)	$	180	$	223	$	(132	)	$	—	$	—		$	98

(1)	Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the three months ended September 30, 2004 the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 - 73).
(2)	The calculation of total cash costs per ounce of gold at Peak is net of by-product copper sales revenue.
(3)	Includes Wheaton’s 37.5% share of the results of Alumbrera. The calculation of total cash costs per ounce of gold for Alumbrera is net of by-product copper sales revenue. If copper production were treated as a co-product, average total cash costs at Alumbrera for the three months ended September 30, 2004 would be $185 per ounce of gold and $0.53 per pound of copper (September 30, 2003 — $151 per ounce of gold and $0.41 per pound of copper).

WHEATON RIVER MINERALS LTD   3

			Nine Months Ended September 30, 2004
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
	(Note 1)		(Note 2)		(Note 4)
Sales ($000’s)	$	70,830	$	44,054	$	193,514		$	—	$	(2,675	)	$	305,723
• Gold (ounces)		99,300		99,500		174,600			—		—			373,400
• Silver (ounces)		5,059,400		—		—			—		—			5,059,400
• Gold equivalent (ounces) (Note 1)		180,800		99,500		174,600			—		—			454,900
• Copper (lbs)		—		5,468,600		106,315,100			—		—			111,783,700
Net earnings (loss) ($000’s)	$	18,888	$	10,933	$	71,768		$	396	$	(15,817	)	$	86,168
Average realized gold price ($’s per ounce)	$	401	$	395	$	404		$	—	$	—		$	401
Average realized silver price ($’s per ounce)	$	6.44	$	—	$	—		$	—	$	—		$	6.44
Average realized copper price ($’s per lb)	$	—	$	1.30	$	1.31		$	—	$	—		$	1.31
Total cash costs (per gold equivalent ounce)	$	159	$	184	$	(346	)	$	—	$	—		$	(29	)

			Nine Months Ended September 30, 2003
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
	(Note 1)		(Note 2)		(Notes 3 and 4
Sales ($000’s)	$	47,908	$	25,719	$	35,586		$	—	$	—		$	109,213
• Gold (ounces)		78,200		70,800		84,100			—		—			233,100
• Silver (ounces)		4,578,300		—		—			—		—			4,578,300
• Gold equivalent (ounces) (Note 1)		139,200		70,800		84,100			—		—			294,100
• Copper (lbs)		—		1,843,000		58,144,200			—		—			59,987,200
Net earnings (loss) ($000’s)	$	10,225	$	2,898	$	17,142		$	—	$	(424	)	$	29,841
Average realized gold price ($’s per ounce)	$	356	$	355	$	358		$	—	$	—		$	356
Average realized silver price ($’s per ounce)	$	4.75	$	—	$	—		$	—	$	—		$	4.75
Average realized copper price ($’s per lb)	$	—	$	0.82	$	0.77		$	—	$	—		$	0.77
Total cash costs (per gold equivalent ounce)	$	188	$	230	$	(108	)	$	—	$	—		$	114

(1)	Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the nine months ended September 30, 2004 the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 - 75).
(2)	Peak results include the Company’s 100% interest from March 18, 2003 onwards. The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue.
(3)	Includes, with the exception of sales, 25% of Alumbrera’s total operating results for the period March 18 to June 23, 2003, and 37.5% of the results for the period June 24, 2003 onwards. Sales include 37.5% of Alumbrera’s total sales for the period from June 24, 2003 onwards. Prior to June 24, 2003, the Company used the equity method to account for its 25% investment in Alumbrera.
(4)	The calculation of total cash costs per ounce of gold for Alumbrera is net of by-product copper sales revenue. If copper production were treated as a co-product, average total cash costs at Alumbrera for the nine months ended September 30, 2004 would be $163 per ounce of gold and $0.50 per pound of copper (September 30, 2003 - $145 per ounce of gold and $0.39 per pound of copper).

4   WHEATON RIVER MINERALS LTD

OPERATIONAL REVIEW

Luismin Mines

		Sep 30		Jun 30		Mar 31		Dec 31		Sep 30
		2004		2004		2004		2003		2003
• Ore mined (tonnes)			191,800		198,200		214,000		181,800		186,300
• Ore milled (tonnes)			187,800		192,600		209,800		176,000		182,800
• Grade	- Gold (grams/tonne)		5.95		5.61		5.19		5.21		5.01
	- Silver (grams/tonne)		326.23		302.17		266.00		291.15		285.88
• Recovery	- Gold (%)		95		95		94		97		97
	- Silver (%)		91		89		90		90		91
• Production	- Gold (ounces)		34,200		33,300		32,700		28,100		28,300
	- Silver (ounces)		1,798,700		1,664,400		1,615,500		1,483,300		1,520,700
	- Gold equivalent (ounces) (Note 1)		63,100		59,600		59,100		48,000		49,200
• Sales	-($’000’s)	$	24,406	$	22,709	$	23,715	$	18,343	$	17,152
	- Gold (ounces)		33,400		33,500		32,400		28,100		27,600
	- Silver (ounces)		1,792,000		1,654,500		1,612,900		1,475,900		1,515,900
	- Gold equivalent (ounces) (Note 1)		62,400		59,200		59,200		47,900		48,300
• Net earnings ($’000’s)		$	8,611	$	4,636	$	5,641	$	577	$	4,145
• Average realized gold price ($’s per ounce)		$	402	$	392	$	410	$	393	$	366
• Average realized silver price ($’s per ounce)		$	6.47	$	6.09	$	6.78	$	5.29	$	5.00
• Total cash costs (per gold equivalent ounce)		$	150	$	159	$	170	$	179	$	180

(1) Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the three months ended September 30, 2004 the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 – 73).

During the third quarter of 2004, the Luismin gold/silver operations in Mexico sold 62,400 gold equivalent ounces, compared with sales of 48,300 gold equivalent ounces in the same period of 2003. This 29% increase was primarily due to increased gold and silver grades processed. Sales revenue increased 42% from the same period in 2003, due to the increased volumes sold and increases in the price of gold (+10%) and silver (+29%).

Total cash costs were $150 per gold equivalent ounce in the third quarter of 2004, compared with $180 during the third quarter of 2003 and $159 in the second quarter of 2004, mainly due to the increased gold and silver grades processed.

General and administrative expenses for the third quarter of 2004 were $932,000, compared with $937,000 in the same period of 2003 and $1,253,000 in the second quarter of 2004. Income tax expense, which typically approximates 33%, was 23%, contributing approximately $1.0 million of net earnings for the quarter. The reduced tax rate for the quarter arose primarily as a result of higher tax deductions on inter-company financing from Wheaton.

As a result, Luismin generated net earnings of $8,611,000 for the quarter, more than double the 2003 third quarter earnings.

Throughout 2004 significant exploration results have been achieved at the Luismin mines; including deep and on-strike extensions of the San Dimas central block veins and new discoveries, including the Itzel vein system and the Paula and Nancy veins. During the third quarter the development of these veins have continued with very good results. At San Martin, Cuerpo 30 has also proved to be more significant in size than expected, and development has reached Cuerpo 31, where drill results indicate better than expected grades. The exploration results have been achieved through a combination of geophysical surveys, deep diamond drilling and underground development, and are currently in the process of being fully quantified.

WHEATON RIVER MINERALS LTD    5

Peak Mine

		Sep 30		Jun 30		Mar 31		Dec 31		Sep 30
		2004		2004		2004		2003		2003
• Ore mined (tonnes)			144,400		114,000		178,300		219,200		352,700
• Ore milled (tonnes)			162,200		164,600		170,800		153,100		157,500
• Grade	- Gold (grams/tonne)		7.94		7.04		6.44		5.93		7.81
	- Copper (%)		0.55		0.55		0.83		0.54		0.53
• Recovery	- Gold (%)		89		89		91		88		85
	- Copper (%)		81		68		82		77		84
• Production	- Gold (ounces)		37,100		32,900		32,100		25,700		33,600
	- Copper (lbs)		1,590,200		1,331,300		2,578,900		1,396,800		1,438,100
• Sales	-($’000’s)	$	14,610	$	14,137	$	15,307	$	10,756	$	14,639
	- Gold (ounces)		33,100		33,000		33,400		26,500		39,200
	- Copper (lbs)		1,491,500		1,384,900		2,592,200		1,121,100		1,843,000
• Net earnings ($’000’s)		$	4,563	$	3,132	$	3,238	$	2,379	$	1,721
• Average realized gold price ($’s per ounce)		$	400	$	379	$	405	$	391	$	365
• Average realized copper price ($’s per lb)		$	1.29	$	1.28	$	1.29	$	0.90	$	0.80
• Total cash costs (per ounce) (Note 1)		$	161	$	172	$	217	$	302	$	223

(1) The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue.

Peak sold 33,100 ounces of gold and 1.5 million pounds of copper during the three months ended September 30, 2004, compared with 39,200 ounces of gold and 1.8 million pounds of copper during the same period of 2003. Despite this decrease in sales volumes, sales revenue was almost unchanged from 2003, as a result of higher gold (+10%) and copper (+61%) prices.

Ore mined for the third quarter was 144,400 tonnes, down significantly from the same period last year, due primarily to ceasing production from the New Cobar open pit in the first quarter of 2004. Since that date, all ore mined has been from underground operations.

Gold production for the third quarter increased 13% as compared with the second quarter, as a result of increased grades processed. Copper production increased 19%, as compared with the second quarter, as a result of increased recoveries (81% versus 68%). Second quarter recoveries were unusually low as a result of processing 50,000 tonnes of stockpiled open pit ore during the quarter.

Total cash costs averaged $161 per ounce (net of by-product copper sales revenue) during the quarter, compared with $223 per ounce during the comparative quarter in 2003. Approximately $35 per ounce of this improvement is attributable to cost improvements implemented since June 2003, which were achieved despite a 7% strengthening in the average Australian/US dollar exchange rate. Total cash costs were further reduced by approximately $25 per ounce due to higher by-product copper credits resulting from the 61% increase in copper prices.

Negotiations were completed on a new power supply contract during the quarter. This process resulted in a four year contract being finalized at prices substantially lower than those in place prior to Wheaton’s purchase of Peak. The ongoing commercial review of the mine operations has consistently resulted in the reduction of unit prices of supplies and contracts. An agreement for the ongoing sale of copper/gold concentrate until the end of 2005 was also completed during the quarter.

As a result, Peak generated net earnings of $4,563,000 for the quarter, its most profitable result in more than two years.

Development of the New Cobar decline was commenced during the quarter, from a portal in the recently completed New Cobar open pit. As at September 30, 2004, the decline had been advanced 275 meters and is destined to allow development of ore below the old open pit. Production from this ore body is expected to commence in late 2005.

6    WHEATON RIVER MINERALS LTD

Exploration activity continued in the quarter with drilling at Chesney, Gladstone, Great Cobar and Illewong. Positive results included getting a clear indication of significant mineralization within Chesney in areas previously considered to be barren. The drilling at Illewong, a grass roots area, showed indications of gold mineralization.

Alumbrera Mine (Wheaton interest – 37.5%)

		Sep 30			Jun 30			Mar 31			Dec 31			Sep 30
(Wheaton’s share only)		2004			2004			2004			2003			2003
• Ore mined (tonnes)			2,935,000			3,113,700			2,836,900			2,409,000			2,219,300
• Ore milled (tonnes)			3,400,600			3,222,200			3,171,400			3,415,000			3,043,100
• Grade	- Gold (grams/tonne)		0.65			0.64			0.80			0.94			0.83
	- Copper (%)		0.54			0.49			0.58			0.69			0.67
• Recovery	- Gold (%)		77			74			77			74			73
	- Copper (%)		89			88			91			89			89
• Production	- Gold (ounces)		55,200			49,200			62,800			75,900			59,000
	- Copper (lbs)		36,151,200			30,193,700			36,512,700			47,098,200			39,895,700
• Sales	-($’000’s)	$	65,049		$	53,353		$	75,112		$	74,320		$	31,351
	- Gold (ounces)		54,200			56,500			63,900			81,600			38,600
	- Copper (lbs)		34,913,700			31,114,100			40,287,300			52,610,400			26,453,800
• Net earnings ($’000’s)		$	23,996		$	16,923		$	30,849		$	26,015		$	8,919
• Average realized gold price ($’s per ounce)		$	405		$	388		$	417		$	379		$	366
• Average realized copper price ($’s per lb)		$	1.38		$	1.21		$	1.33		$	0.96		$	0.81
• Total cash costs (per ounce) (Note 1)		$	(374	)	$	(218	)	$	(435	)	$	(277	)	$	(132	)

(1) The calculation of total cash costs per ounce of gold for Alumbrera is net of by-product copper sales revenue. If copper production were treated as a co-product, third quarter 2004 average total cash costs at Alumbrera for the three months ended September 30, 2004 would be $185 per ounce of gold and $0.53 per pound of copper (September 30, 2003 – $151 per ounce of gold and $0.41 per pound of copper). This year-on-year increase in total cash costs primarily arises as a result of a 22% decrease in gold grades milled and a 19% decrease in copper grades milled, as compared with the third quarter of 2003.

Wheaton’s share of Alumbrera’s third quarter 2004 sales amounted to 54,200 ounces of gold and 34.9 million pounds of copper, compared with 38,600 ounces of gold and 26.5 million pounds of copper during the third quarter of 2003. The 2003 sales were unusually low, as a result of product shipments late in the quarter (Wheaton’s share – 20,400 ounces of gold and 13.4 million pounds of copper) not being recognized in sales until the fourth quarter. Gold and copper production was higher than in the second quarter in accordance with the mine plan, and fourth quarter production is anticipated to increase further.

The third quarter average realized copper price of $1.38 per pound was significantly higher than the 2003 price of $0.81 per pound and was the primary reason for the lower total cash costs in 2004 versus 2003, which are presented net of by-product copper sales revenue.

Mill production during the quarter achieved two consecutive months of over 3 million tonnes throughput (100% basis) as the newly commissioned flotation plant is optimized. This increased throughput is expected to continue.

During the quarter, Alumbrera commenced accruing cash taxes payable, which will be due in May, 2005. Wheaton’s share at September 30, 2004 amounted to $22.7 million.

Wheaton’s share of Alumbrera’s net earnings for the quarter amounted to $24.0 million, a significant increase as compared with the 2003 earnings of $8.9 million.

During the third quarter, Wheaton received a cash distribution from Alumbrera of $86.3 million (2003 – $22.5 million). This followed the early repayment of the Alumbrera bank debt during the second quarter of 2004, allowing all future cash generated by the mine operations to be distributable to the owners.

WHEATON RIVER MINERALS LTD  7

PROJECT DEVELOPMENT REVIEW

Amapari Project

Construction and development activity at the Amapari open pit heap leach project in northern Brazil accelerated during the period, with design work on the project over 90% complete at quarter end. Project construction manning numbers have reached over 890 and will rise to a peak of about 1,200 before reducing considerably for commissioning and operations in the fourth quarter of 2005.

The site civil works program has been running at over 50,000 tonnes per day of cut and fill earth movement. The permanent access road was opened with completion expected in November, thus eliminating the use of the longer, less efficient, exploration access road.

Equipment and contract commitments now include the plant tankage and heap leach and pond liners. All mining equipment has now been ordered with some trucks already working on the site. Pit pre-stripping will commence in earnest in the fourth quarter of 2004. Equipment delivery of crushers, and heap leach stackers and reclaimers, will occur in the fourth quarter with erection to immediately follow.

Infill drilling of the ore bodies continued with over 8,000 meters of drilling completed year to date. This drilling is designed to more finely define the ore bodies for detailed operational mine planning. Results so far clearly confirm the known ore boundaries and may increase the reserve. A revised ore reserve estimate as at December 31, 2004 will be completed early in 2005.

House refurbishment activity continued in the existing nearby town of Serra de Navio where senior operations staff will be accommodated. The permanent senior operations management team is largely in place with detailed planning for mine commissioning well underway.

The operations team has embarked on a number of sustainable development initiatives in the community including local business development, health and education support, and training in agricultural methods. This commitment to sustainable development will continue for the life of the project as it does at all Wheaton operations in accordance with corporate philosophies.

Capital expenditures of $8,651,000 during the quarter were in line with the budget.

Los Filos Project

The Los Filos project in Mexico continues to advance well. Since Los Filos was acquired in November 2003, over 20,000 meters of core drilling has been completed, primarily to provide metallurgical samples, improve geotechnical information, increase resource confidence and for condemnation in areas where mineralization was not closed off by previous drilling. Step out drilling has been successful to the east, with the best result from drill hole LF18-04, reporting 3.77 g/t of gold over 48 meters of core length. Drilling continues in this zone. Wheaton has recently received an updated resource model for Los Filos from Snowden Mineral Industry Consultants of Vancouver, Canada, which demonstrates an increase in the global resource at Los Filos of over 15% since acquisition, as a result of exploration success.

8    WHEATON RIVER MINERALS LTD

An optimization pit using a gold price of $375 per ounce reports the following in-pit resources:

			Gold		Contained
Resource Class	Ore		Grade		Gold
	Tonnes (000’s)		(grams/tonne)		Ounces (000’s)
Measured Mineral Resource:
Crush-Leach (+0.5 g/t gold)		12,453		1.05		421
ROM Leach (0.22-0.5 g/t gold)		5,130		0.37		61
Total Measured Resource		17,583		0.85		482
Indicated Mineral Resource:
Crush-Leach (+0.5 g/t gold)		28,000		1.43		1,286
ROM Leach (0.22-0.5 g/t gold)		16,364		0.34		178
Total Indicated Resource		44,364		1.03		1,465
Measured and Indicated Resource:
Crush-Leach (+0.5 g/t gold)		40,453		1.31		1,707
ROM Leach (0.22-0.5 g/t gold)		21,494		0.35		240
Total Measured and Indicated Resource		61,947		0.98		1,947
Inferred Mineral Resource:
Crush-Leach (+0.5 g/t gold)		2,621		0.97		81
ROM Leach (0.22-0.5 g/t gold)		3,105		0.34		34
Total Inferred Resource		5,726		0.63		116

• This resource estimate is calculated as of September 30, 2004 in accordance with the standards of Canadian Institute of Mining, Metallurgy, and Petroleum National Instrument 43-101 (“NI 43-101”).

• Resource estimate by Andrew P. Ross, P.Geo. of Snowden Mining Industry Consultants, Vancouver. Optimization Pit Shell reported by Mike Hester, P.Eng., of Independent Mining Consultants, Tucson, Arizona. Both are Qualified Persons as per NI 43-101.

• Drilling, sampling, and sample security under the supervision of Reynaldo Rivera, Luismin Chief Geologist and member of AUSIMM, and Randy V.J. Smallwood, P.Eng., Director, Project Development for Wheaton River Minerals Ltd. Procedures reviewed and approved by Andrew Ross, P.Geo., of Snowden Mineral Industry Consultants. All are Qualified Persons as per NI 43-101.

• Mineral resources do not have demonstrated economic viability.

The metallurgical testing program is nearly complete, and heap pad geotechnical investigations have been completed. The Los Filos Feasibility Study is expected to be completed by March 31, 2005, incorporating the revised resource model. Permitting and community discussions are well under way, with a surface rights agreement signed with the local community that covers all surface areas of the project. Wheaton anticipates production from Los Filos early in 2006.

WHEATON RIVER MINERALS LTD   9

Corporate

	Three Months Ended						Nine Months Ended
	September 30						September 30
(in thousands)	2004			2003			2004			2003
General and administrative expenses	$	(1,526	)	$	(980	)	$	(5,448	)	$	(3,131	)
Interest and finance fees		(1,037	)		(930	)		(2,565	)		(1,026	)
Gain on sale of marketable securities		1,316			1,231			1,415			2,005
Corporate transaction costs		(1,427	)		—			(4,238	)		—
Share purchase option expense		(344	)		—			(1,429	)		(293	)
Amortization		(884	)		(378	)		(1,563	)		(421	)
Other		(2,072	)		746			(2,969	)		1,831
Loss before income taxes		(5,974	)		(311	)		(16,797	)		(1,035	)
Income tax recovery		—			215			980			611
Corporate net loss	$	(5,974	)	$	(96	)	$	(15,817	)	$	(424	)

Increased corporate activity resulted in higher general and administrative expenses during 2004 in comparison with 2003.

Interest and finance fees relate primarily to the June 2003 bank debt financing to acquire an additional 12.5% interest in Alumbrera. This debt was fully repaid during the quarter out of cash on hand.

Corporate transaction costs for the third quarter mainly represent costs incurred to successfully reject the unsolicited bid by Coeur which concluded September 28, 2004 when they announced they had failed to garner enough support to pursue their bid. Also included are additional costs incurred for the previously proposed business combination with IAMGold. On July 6, 2004, IAMGold did not receive the necessary shareholder approvals to effect the proposed combination and Wheaton terminated the agreement with IAMGold.

Effective January 1, 2004, the Company retroactively adopted the amended recommendations of the CICA Handbook Section 3870, “Stock-Based Compensation and other Stock-based Payments”, whereby the fair value of all stock options granted is estimated using the Black-Scholes method and are recorded in operations over their vesting periods. In 2003, stock-based awards made to non-employees were recognized and measured using the fair value based method at the date of grant, whereas for stock options granted to employees and directors, no expense was recorded. The amended recommendations have been applied retroactively from January 1, 2002 in the financial statements, 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.

The total compensation expense recognized in the statement of operations for share purchase options granted in the three months ended September 30, 2004 amounted to $344,000 (nine months ended September 30, 2004 – $1,429,000). Had the same basis been applied to 2003 share purchase options granted, net earnings would have been as follows:

	Three Months			Nine Months
	Ended			Ended
(in thousands, except per share amounts)	Sep 30, 2003			Sep 30, 2003
Net earnings	$	14,689		$	29,841
Additional compensation expense of employees		(124	)		(9,181	)
Pro forma net earnings	$	14,565		$	20,660
Pro forma basic and diluted earnings per share	$	0.03		$	0.05

10   WHEATON RIVER MINERALS LTD

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%), an annual risk free interest rate of 3% (2003 – 4%) and expected lives of three years (2003 – three years).

Amortization expense was higher for the quarter as compared with 2003 as it includes amortization of debt issue costs on the recent $300 million acquisition facility entered into in August 2004. Other expenses include the amortization against sales of the cost of gold put options, which were required to be purchased under the Company’s June 2003 debt financing.

No significant cash taxes were paid during 2004.

Non GAAP measures – total cash cost per gold equivalent ounce calculation

The Company reports total cash costs on a sales basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The following table provides a reconciliation of total cash costs per ounce to the financial statements:

	Three Months Ended						Nine Months Ended
	September 30						September 30
(in thousands, except per ounce amounts)	2004			2003			2004			2003
Cost of sales per financial statements	$	37,970		$	28,446		$	111,773		$	53,292
Alumbrera equity adjustment (Note 1)		—			—			—			(1,769	)
Treatment and refining charges		7,053			6,158			21,956			6,362
Non-cash adjustments		(1,198	)		(318	)		(2,665	)		—
By-product copper sales		(51,275	)		(23,427	)		(149,182	)		(26,381	)
Royalties		1,929			1,480			4,723			1,905
	$	(5,521	)	$	12,339		$	(13,395	)	$	33,409
Divided by gold equivalent ounces sold		149,700			126,100			454,900			294,100
Total cash costs per ounce	$	(37	)	$	98		$	(29	)	$	114

(1) Total cash costs are calculated as if the Company’s initial acquisition of a 25% interest in Alumbrera had been accounted for on a proportionately consolidated basis. The consolidated financial statements however present the initial 25% interest using the equity method until the Company increased its interest to 37.5% on June 24, 2003, and thereafter accounted for its interest on a proportionately consolidated basis.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2004 the Company had cash and cash equivalents of $90.0 million (December 31, 2003 – $151.9 million) and working capital of $115.4 million (December 31, 2003 – $147.5 million).

In the opinion of management, the working capital at September 30, 2004, together with cash flows from operations, are sufficient to support the Company’s normal operating requirements on an ongoing basis.

Total assets increased to $984.1 million at September 30, 2004 from $891.0 million at December 31, 2003. Contributing to the growth was the January 9, 2004 acquisition of the Amapari gold project located in northern Brazil for $25 million in cash, 33.0 million Wheaton River common shares and 21.5 million Wheaton River Series “B” common share purchase warrants. Based upon the trading price of the common shares and warrants at the time of closing, this represents aggregate consideration of approximately $114.6 million, including $1.1 million of acquisition costs.

During the quarter, the Company generated operating cash flows of $46,242,000, compared with $31,453,000 during the same period of 2003. For the nine months to September 30, 2004, operating cash flows were $147,031,000, compared with $62,195,000 in 2003.

During 2003, the Company entered into a $75 million bank loan facility which consisted of a $50 million term loan bearing interest at LIBOR plus 2.75% and a $25 million revolving working capital facility bearing interest at LIBOR plus 3%. During June 2004, the Company amended the facility such that the full $75 million is a revolving working capital facility. The amended facility bears interest

WHEATON RIVER MINERALS LTD   11

at LIBOR plus 1.625% to 2.25% depending on covenant ratios, has no set repayment terms, and matures in June 2007. The balance of this facility at September 30, 2004 was $nil (December 31, 2003 – $45,000,000).

During 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 prepay 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. Related debt issue costs during the quarter of $6,733,000 have been deferred and, to September 30, 2004, $561,000 has been amortized to earnings.

During the quarter, Wheaton repaid long-term debt of $65,463,000. As a result, total long-term debt at September 30, 2004 was $nil, compared with $122,423,000 at December 31, 2003.

During the three months ended September 30, 2004, the Company disposed of marketable securities for a gain of $1,316,000 and invested a total of $21,945,000 in property, plant and equipment, including $6,325,000 at the Luismin operations, $2,948,000 at Peak, $4,016,000 at Alumbrera and $8,651,000 at Amapari.

As of November 9, 2004, there were 570,289,000 common shares of the Company issued and outstanding. In addition, the Company had 22,499,000 stock options outstanding under its share option plan and 176,359,000 share purchase warrants outstanding.

Derivative instruments

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. In 2003, the Company acquired put options to sell gold at a price of $300 per ounce during the period from January 2004 to June 2008. At September 30, 2004, the Company held put options to sell 569,000 ounces of gold and the fair value of these options was $585,000. During 2003, the Company also entered into a gold-indexed interest rate swap transaction which has a fair value at September 30, 2004 of minus $1,435,000.

Commitments

Commitments exist for capital expenditures in 2004 and 2005 of $18,641,000 and $3,378,000 respectively.

Long-term debt

The Company repaid all long-term debt during the quarter.

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 the third quarter of 2004, Endeavour was paid consulting and financial advisory fees of $1,234,000 (2003 – $30,000), 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.

12    WHEATON RIVER MINERALS LTD

OUTLOOK

The Company has planned capital expenditures for the remainder of 2004 of approximately $33 million. Of these, approximately $16 million will be incurred at Amapari, $5 million at Peak, $2 million at Alumbrera, and $10 million at the Luismin operations (of which $3 million relates to Los Filos and $7 million to San Dimas and San Martin).

On October 15, 2004, Wheaton and Chap Mercantile Inc. (“Silver Wheaton”) announced the closing of the previously disclosed Silver Wheaton transaction. Pursuant to the transaction, Silver Wheaton agreed to purchase 100% of the silver produced by Wheaton’s Luismin mining operations in Mexico for an upfront payment of Cdn$46 million in cash and 540 million Silver Wheaton common shares plus a payment of $3.90 per ounce of delivered refined silver, subject to adjustment. As a result, effective October 15, 2004, Wheaton owned approximately 75% of the shares of Silver Wheaton and will consolidate Silver Wheaton’s financial statements from that date.

In 2004, Wheaton expects to produce approximately 600,000 gold equivalent ounces at a cash cost of less than $50 per ounce. By 2006, with the Los Filos and Amapari projects in operation, overall production will increase to 900,000 gold equivalent ounces at a total cash cost of less than $100 per ounce.

Additional information relating to the Company, including its Annual Information Form, is available on SEDAR at www.sedar.com.

This Management’s Discussion & Analysis contains certain forward-looking statements. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding future plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed in Company documents filed from time to time with the Toronto Stock Exchange and other regulatory authorities.

WHEATON RIVER MINERALS LTD   13

EX-99.7

CERTAIN SECTIONS FROM:

IAMGOLD CORPORATION

and

WHEATON RIVER MINERALS LTD.

NOTICE OF ANNUAL AND SPECIAL MEETING

of

SHAREHOLDERS

of

IAMGOLD CORPORATION

and

NOTICE OF ANNUAL AND SPECIAL MEETING

of

SHAREHOLDERS

of

WHEATON RIVER MINERALS LTD.

and

JOINT MANAGEMENT INFORMATION CIRCULAR

CONCERNING THE PROPOSED BUSINESS COMBINATION OF IAMGOLD CORPORATION AND
WHEATON RIVER MINERALS LTD.

April 30, 2004

GENERAL PROXY INFORMATION

Solicitation of Proxies

     The information contained in this Circular is furnished in connection with the solicitation of proxies to be used at:

(i)	the IAMGold Meeting to be held at the Design Exchange, 234 Bay Street, Toronto Dominion Centre, Toronto, Ontario on Tuesday, June 8, 2004 at noon (Toronto time), for the purposes set out in the accompanying IAMGold Notice of Meeting; and
(ii)	the Wheaton Meeting to be held at the Design Exchange, 234 Bay Street, Toronto Dominion Centre, Toronto, Ontario on Tuesday, June 8, 2004 at 11:00 a.m. (Toronto time), for the purposes set out in the accompanying Wheaton Notice of Meeting.

     It is expected that the solicitation of proxies for each of the Meetings will be made primarily by mail; however, directors, officers and employees of IAMGold or Wheaton may also solicit proxies by telephone, telecopier or in person in respect of the applicable Meeting. The solicitation of proxies for the Meetings is being made by or on behalf of the management of IAMGold and Wheaton, respectively, and IAMGold and Wheaton will bear their respective costs in respect of the solicitation of proxies for the Meetings. In addition, IAMGold and Wheaton will reimburse brokers and nominees for their reasonable expenses in forwarding proxies and accompanying materials to beneficial owners of IAMGold Shares and Wheaton Shares, respectively.

     In connection with the solicitation of proxies, IAMGold and Wheaton have retained Kingsdale Shareholder Services Inc. to solicit proxies from the IAMGold Shareholders and the Wheaton Shareholders, respectively, at an agreed cost of Cdn$65,000 for IAMGold and Cdn$75,000 for Wheaton, subject to the completion of the Arrangement.

Voting by Proxies

     Enclosed with this Circular being sent to IAMGold Shareholders is a form of proxy. The persons named in the enclosed form of proxy are officers and/or directors of IAMGold. An IAMGold Shareholder may appoint a person (who need not be an IAMGold Shareholder) other than the persons already named in the enclosed form of proxy to represent such IAMGold Shareholder at the IAMGold Meeting by striking out the printed names of such persons and inserting the name of such other person in the blank space provided therein for that purpose. In order to be valid, a proxy must be received by the Secretary of IAMGold, c/o Computershare Trust Company of Canada, 8^th Floor, 100 University Avenue, Toronto, Ontario M1B 2Y4, no later than noon (Toronto time) on June 4, 2004 or, in the event of an adjournment or postponement of the IAMGold Meeting, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the adjourned or postponed IAMGold Meeting.

     Enclosed with this Circular being sent to Wheaton Shareholders is a form of proxy. The persons named in the enclosed form of proxy are officers and/or directors of Wheaton. A Wheaton Shareholder may appoint a person (who need not be a Wheaton Shareholder) other than the persons already named in the enclosed form of proxy to represent such Wheaton Shareholder at the Wheaton Meeting by striking out the printed names of such persons and inserting the name of such other person in the blank space provided therein for that purpose. In order to be valid, a proxy must be received by the Secretary of Wheaton, c/o CIBC Mellon Trust Company, Suite 1600, 1066 West Hastings Street, Vancouver, British Columbia V6E 3X1, no later than 11:00 a.m. (Toronto time) on June 4, 2004 or, in the event of an adjournment or postponement of the Wheaton Meeting, no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the adjourned or postponed Wheaton Meeting.

     In order to be effective, a form of proxy must be executed by a shareholder exactly as his or her name appears on the register of shareholders of IAMGold or Wheaton, as the case may be. Additional execution instructions are set out in the notes to the respective forms of proxy. The proxy must also be dated where indicated. If the date is not completed, the proxy will be deemed to be dated on the day on which it was mailed to shareholders.

     The management representatives designated in the enclosed form of proxy will vote the shares in respect of which they are appointed proxy in accordance with the instructions of the shareholder as indicated on the proxy and, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted

2

accordingly. In the absence of such direction, such shares will be voted by the IAMGold representatives named in such form of proxy in favour of the Share Issue Resolution, the Amendment Resolution, the Share Incentive Plan Resolution and the By-Law Resolution and will be voted by such representatives on all other matters which may come before the IAMGold Meeting in their discretion. In addition, in the absence of such direction, such shares will be voted by the Wheaton representatives named in such form of proxy in favour of the Arrangement Resolution and will be voted by such representatives on all other matters which may come before the Wheaton Meeting in their discretion.

     The enclosed form of proxy, when properly signed, confers discretionary voting authority on those persons designated therein with respect to amendments or variations to the matters identified in the IAMGold Notice of Meeting and the Wheaton Notice of Meeting, as the case may be, and with respect to other matters which may properly come before the applicable Meeting. At the date of this Circular, neither IAMGold nor Wheaton management knows of any such amendments, variations or other matters. However, if such amendments, variations or other matters which are not now known to IAMGold or Wheaton management should properly come before the applicable Meeting, the persons named in the enclosed form of proxy will be authorized to vote the shares represented thereby in their discretion.

Non-Registered Holders

     Only registered shareholders of IAMGold or Wheaton, or the persons they appoint as their proxies, are entitled to attend and vote at the Meetings. However, in many cases, IAMGold Shares or Wheaton Shares beneficially owned by a person (a “Non-Registered Holder”) are registered either:

(a)	in the name of an intermediary (an “Intermediary”) with whom the Non-Registered Holder deals in respect of the shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers, trustees or administrators of a self-administered registered retirement savings plan, registered retirement income fund, registered education savings plan and similar plans); or
(b)	in the name of a clearing agency (such as The Canadian Depository for Securities Limited, in Canada, and the Depositary Trust Company, in the United States) of which the Intermediary is a participant.

     In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, both IAMGold and Wheaton have distributed copies of their respective Notice of Meeting, this Circular and their respective forms of proxy (collectively, the “Meeting Materials”) to the Intermediaries and clearing agencies for onward distribution to Non-Registered Holders. Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless the Non-Registered Holders have waived the right to receive them. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

(a)

be given a voting instruction form which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions (often called a “voting instruction form”) which the Intermediary must follow. Typically, the voting instruction form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the voting instruction form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label with a bar-code and other information. In order for the form of proxy to validly constitute a voting instruction form, the Non-Registered Shareholder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and submit it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company; or

(b)

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the Non-Registered Shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting the proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should properly complete the form of proxy and deposit it with, as the case may be, the Secretary of IAMGold, c/o Computershare, 8th Floor, 100 University

3

Avenue, Toronto, Ontario M1B 2Y4 with respect to the IAMGold Shares, or to the Secretary of Wheaton, c/o CIBC Mellon, Suite 1600, 1066 West Hastings Street, Vancouver, British Columbia V6E 3X1 with respect to the Wheaton Shares.

     In either case, the purpose of these procedures is to permit Non-Registered Holders to direct the voting of the shares they beneficially own. Should a Non-Registered Holder who receives either a voting instruction form or a form of proxy wish to attend the applicable Meeting and vote in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the form of proxy and insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies, including those regarding when and where the voting instruction form or the proxy is to be delivered.

Revocation of Proxies

     A registered shareholder of IAMGold or Wheaton who has submitted a proxy may revoke it by: (a) depositing an instrument in writing signed by the registered shareholder or by an attorney authorized in writing or, if the registered shareholder is a corporation, by a duly authorized officer or attorney, either (i) at the registered office of IAMGold (5^th Floor, 220 Bay Street, Toronto, Ontario M5J 2W4) or the registered office of Wheaton (c/o Suite 2100, 40 King Street West, Toronto, Ontario M5H 3C2), as the case may be, at any time up to and including the last business day preceding the day of the Meetings, or (ii) with the Chairman of the applicable Meeting prior to the commencement of the Meeting on the day of the Meeting; (b) transmitting, by telephonic or electronic means, a revocation that complies with (i) or (ii) above and that is signed by electronic signature provided that the means of electronic signature permit a reliable determination that the document was created or communicated by or on behalf of the shareholder or the attorney, as the case may be; or (c) in any other manner permitted by law.

INFORMATION CONCERNING THE MEETINGS

Time, Date and Place

Wheaton

     The Wheaton Meeting will be held at the Design Exchange, 234 Bay Street, Toronto Dominion Centre, Toronto, Ontario on Tuesday, June 8, 2004 at 11:00 a.m. (Toronto time) as set forth in the Wheaton Notice of Meeting.

Record Date and Shares Entitled to Vote

Wheaton

     At the close of business on the Record Date there were 568,210,638 Wheaton Shares outstanding. Wheaton Shareholders of record at the close of business on the Record Date are entitled to receive notice of the Wheaton Meeting. Wheaton Shareholders of record at the close of business on the Record Date are entitled to vote at the Wheaton Meeting, except to the extent that a Wheaton Shareholder has transferred Wheaton Shares after the Record Date and the transferee of such Wheaton Shares produces a properly endorsed certificate for such Wheaton Shares or otherwise establishes that the transferee owns them and demands, not later than 10 days before the Wheaton Meeting, that the transferee’s name be included in the list of Wheaton Shareholders

4

entitled to vote at the Wheaton Meeting, in which case the transferee will be entitled to vote such Wheaton Shares at the Wheaton Meeting.

Matters to be Considered

Wheaton

     At the Wheaton Meeting, the Wheaton Shareholders will be asked to consider and vote upon: (i) the election of directors of Wheaton for the ensuing year; (ii) the appointment of auditors of Wheaton for the ensuing year and the authorization of the directors to fix their remuneration; (iii) pursuant to the Interim Order, the Arrangement Resolution; and (iv) such other matters as may properly come before the Wheaton Meeting.

     The Wheaton Board of Directors unanimously recommends that Wheaton Shareholders vote IN FAVOUR of the Arrangement Resolution at the Wheaton Meeting. See “The Combination — Recommendation of the Wheaton Board of Directors”.

     It is a mutual condition of the completion of the Arrangement that the Arrangement Resolution be approved by the Wheaton Shareholders at the Wheaton Meeting.

Principal Shareholders

Wheaton

     As at the Record Date, to the knowledge of the directors and officers of Wheaton, no person or company beneficially owned, directly or indirectly, more than 10% of the votes attached to all of the Wheaton Shares then outstanding and the only person or company that exercised control or direction over, more than 10% of the votes attached to all of the Wheaton Shares then outstanding was as follows:

				Percentage of
	Number of			Outstanding
Name	Wheaton Shares			Wheaton Shares
Fidelity fund and trust accounts(1)		72,950,910	(2)		12.8	%

(1)	Comprised of Fidelity Management & Research Company, Fidelity Management Trust Company and Fidelity International Limited and certain other affiliates and associates of such companies.
(2)	This number has been obtained from an early warning report filed on behalf of the Fidelity fund and trust accounts dated January 5, 2004 and has not been verified by Wheaton. This report indicates that this number includes Wheaton Shares underlying Wheaton Warrants.

5

Quorum and Votes Required for Certain Matters

Wheaton

     The presence, in person or represented by proxy, of the holders of 33 1/3% of the Wheaton Shares entitled to vote thereat will constitute a quorum for the Wheaton Meeting.

     Pursuant to the Interim Order, the Arrangement Resolution requires the affirmative vote of not less than two-thirds of the votes cast by the Wheaton Shareholders who vote in respect thereof, in person or by proxy, at the Wheaton Meeting.

Interests of Certain Persons in the Combination

     In considering the recommendations of the IAMGold Board of Directors and the Wheaton Board of Directors to vote in favour of the matters discussed in this Circular, shareholders of IAMGold and Wheaton should be aware that some of the directors and executive officers of IAMGold and Wheaton have interests in the Combination that are different from, or in addition to, the interests of shareholders of IAMGold and Wheaton generally.

Wheaton

     Wheaton has entered into employment agreements (collectively, the “Wheaton Employment Agreements”) with Ian W. Telfer as Chief Executive Officer, Peter Barnes as Executive Vice President, Eduardo Luna as Executive Vice President, and Russell Barwick as Executive Vice President.

     The employment agreements with each of Messrs. Telfer, Luna, Barwick and Barnes provide for severance payments of three years’ salary in the case of Messrs. Telfer, Luna and Barwick and two years’ salary in the case

6

of Mr. Barnes to be paid to each of such officers if there is a change of control of Wheaton and such officers elect in writing to terminate their respective employment within 120 days from the date of such change of control. The Arrangement will constitute a change of control of Wheaton under the terms of the Wheaton Employment Agreements.

     In the event that any of Messrs. Telfer, Luna, Barwick or Barnes elect to terminate their respective employment within 120 days following the Effective Date, and calculated based on their respective current annual base salaries, they will be entitled to receive a lump sum cash payment of approximately Cdn$1,800,000, $1,200,000, Australian $1,620,000 and Cdn$550,000, respectively.

     In connection with the Arrangement, Wheaton engaged Endeavour Financial to provide financial advisory services to Wheaton and Wheaton has agreed to pay a fee of $5,000,000 to Endeavour Financial upon completion of the Arrangement. Frank Giustra, a director of Wheaton, is Chairman of Endeavour Financial and Neil Woodyer, a director of Wheaton, is Managing Director of Endeavour Financial.

     Directors and executive officers of Wheaton collectively currently hold approximately 397,500 Wheaton Warrants and 16,081,666 Wheaton Options which, following completion of the Combination, will entitle the holders thereof to acquire approximately 218,625 IAMGold Shares and approximately 8,844,916 IAMGold Shares, respectively.

     Upon completion of the Combination, all of the current directors of Wheaton will be appointed as directors of the combined company (provided that the Amendment Resolution is passed at the IAMGold Meeting) and the current senior officers of Wheaton will be appointed as officers of the combined company and such persons will be entitled to participate in the IAMGold Share Incentive Plan.

     The directors and executive officers of Wheaton do not own any shares of IAMGold.

7

ANNUAL BUSINESS TO BE CONSIDERED BY WHEATON SHAREHOLDERS

Election of Directors

     Wheaton Shareholders will be asked to elect eight directors for the ensuing year. In the event that the Combination is completed, such directors will only serve as directors of Wheaton until the Effective Time and will, assuming completion of the Combination, thereafter become directors of Axiom Gold. Each director so elected will hold office until the earlier of the Effective Time and the close of the next annual meeting of the Wheaton Shareholders following his election or until his successor is elected or appointed. The persons named in the enclosed form of proxy intend to vote for the election of the nominees whose names are set forth below, each of whom is now a director of Wheaton, unless the Wheaton Shareholder who has given such proxy has directed that the Wheaton Shares represented by such proxy be withheld from voting in respect of the election of directors of Wheaton. Management of Wheaton does not contemplate that any of the nominees will be unable to serve as a director of Wheaton for the ensuing year; however, if that should occur for any reason at or prior to the Wheaton Meeting or any adjournment thereof, the persons named in the enclosed form of proxy have the right to vote the proxy for the election of the remaining nominees and may vote in their discretion for the election of any person or persons in place of any nominees unable to serve.

     The following table sets forth the name, municipality of residence and principal occupation or employment of, year they first became a director of Wheaton and number of Wheaton Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, by, each current Wheaton director who is nominated for election as a director of Wheaton. Information as to the number of Wheaton Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the nominees for election as directors of Wheaton is in each case based upon information furnished by the respective nominee and is as at April 28, 2004.

			Number of Wheaton
			Shares Beneficially
			Owned, Directly or
			Indirectly, or Over
			Which Control or
			Direction is
Name and Municipality of Residence	Position with Wheaton	Principal Occupation	Exercised
IAN W. TELFER(4) West Vancouver, British Columbia	Chairman, Chief Executive Officer and a Director since 2001	Chairman and Chief Executive Officer of Wheaton		340,000	(5)
LARRY BELL (1)(3) West Vancouver, British Columbia	Director since 2003	Non-Executive Chairman of the British Columbia Hydro and Power Authority		Nil	(6)
FRANK GIUSTRA (3) West Vancouver, British Columbia	Director since 2001	Chairman of Endeavour Financial Corporation		3,063,800	(7)(8)
DOUGLAS HOLTBY(1)(2) West Vancouver, British Columbia	Director since 2003	President and Chief Executive Officer of Arbutus Road Investments Inc.		250,000	(9)
EDUARDO LUNA (4) Mexico City, Mexico	Executive Vice President and a Director since 2002	Executive Vice President of Wheaton and President of Luismin, S.A. de C.V., a subsidiary of Wheaton		6,700	(10)

8

			Number of Wheaton
			Shares Beneficially
			Owned, Directly or
			Indirectly, or Over
			Which Control or
			Direction is
Name and Municipality of Residence	Position with Wheaton	Principal Occupation	Exercised
ANTONIO MADERO (2) Mexico City, Mexico	Director since 2002	Chairman and Chief Executive Officer of SANLUIS Corporación, S.A. de C.V.		Nil	(11)
IAN J. MCDONALD (1)(3)(4) Toronto, Ontario	Director since 1990	Chairman of Glencairn Gold Corporation		253,205	(12)(13)
NEIL WOODYER(2) London, England	Director since 2001	Managing Director of Endeavour Financial Corporation		Nil	(8)(14)

(1)	Member of the Audit Committee.
(2)	Member of the Compensation Committee.
(3)	Member of the Corporate Governance and Nominating Committee.
(4)	Member of the Environmental and Safety Committee.
(5)	Mr. Telfer also owns 35,000 Wheaton Warrants and 7,000,000 Wheaton Options.
(6)	Mr. Bell owns 500,000 Wheaton Options.
(7)	Mr. Giustra also owns 300,000 Wheaton Warrants and 1,350,000 Wheaton Options.
(8)	Endeavour Mining Capital Corporation, a company managed by Endeavour Financial Corporation, owns 4,400,000 Wheaton Shares and 1,462,500 Wheaton Warrants. Mr. Woodyer is Managing Director of Endeavour Financial Corporation and Mr. Giustra is Chairman of Endeavour Financial Corporation.
(9)	Mr. Holtby also owns 50,000 Wheaton Warrants and 550,000 Wheaton Options.
(10)	Mr. Luna also owns 831,666 Wheaton Options.
(11)	Mr. Madero owns 1,000,000 Wheaton Options. SANLUIS Corporación, S.A. de C.V. indirectly owns 9,400,000 Wheaton Shares. Mr. Madero is a Director of Wheaton and Chairman and Chief Executive Officer of SANLUIS Corporación, S.A. de C.V.
(12)	Mr. McDonald also owns 12,500 Wheaton Warrants and 850,000 Wheaton Options.
(13)	Glencairn Gold Corporation owns 65,001 Wheaton Shares and 212,500 Wheaton Warrants. Mr. McDonald is a Director of Wheaton and a Director of Glencairn Gold Corporation.
(14)	Mr. Woodyer owns 1,350,000 Wheaton Options.

Appointment of Auditors

     Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote for the appointment of Deloitte & Touche LLP, Chartered Accountants, as auditors of Wheaton until the close of the next annual meeting of shareholders or until its successor is appointed and to authorize the directors to fix their remuneration. Deloitte & Touche LLP, Chartered Accountants, were first appointed as auditors of Wheaton on June 17, 2002.

     For the year ended December 31, 2003, Wheaton paid Deloitte & Touche LLP total fees of $1,942,561. These fees consisted of $994,130 for audit-related services, $633,614 for tax compliance and advisory services and other fees of $314,817. Audit-related fees include fees relating to the preparation of prospectuses and consultations regarding financial accounting and reporting standards.

9

WHEATON DIRECTORS’ APPROVAL

     The contents and the sending of this Circular to Wheaton Shareholders has been approved by the Wheaton Board of Directors.

     IAMGold has provided the information contained in this Circular concerning IAMGold, its subsidiaries and the companies and partnerships in which it has equity investments, including the information incorporated by reference herein, and IAMGold’s financial information and financial statements. Wheaton assumes no responsibility for the accuracy or completeness of such information, nor for any omission on the part of IAMGold to disclose facts or events which may affect the accuracy of any such information.

     DATED at Vancouver, British Columbia this 30 ^th day of April, 2004.

BY ORDER OF THE BOARD

IAN W. TELFER

Chairman and Chief Executive Officer

10

EXHIBIT C

INFORMATION CONCERNING WHEATON RIVER MINERALS LTD.

     Capitalized terms used in this Exhibit C that are not defined herein shall have the meanings ascribed to such terms in the joint management information circular of IAMGold and Wheaton to which this Exhibit C is attached. All references to dollar amounts in this Exhibit C are to United States dollars unless expressly stated otherwise.

TABLE OF CONTENTS

	Page No.
The Company and Corporate Structure		C-2
General Development of the Business		C-3
Technical Information		C-5
Narrative Description of the Business		C-10
Alumbrera Mine, Argentina		C-10
Luismin Mines, Mexico		C-20
Peak Mine, Australia		C-36
Los Filos Project, Mexico		C-46
Nukay Mines, Mexico		C-51
Amapari Project, Brazil		C-56
Other Projects		C-68
Directors and Officers		C-69
Statement of Executive Compensation		C-72
Directors’ and Officers’ Liability Insurance		C-77
Indebtedness of Directors, Executive Officers and Senior Officers		C-77
Interest of Insiders in Material Transactions		C-78
Consolidated Capitalization		C-78
Description of Share Capital		C-79
Dividend Record and Policy		C-79
Share Option Plan		C-79
Legal Proceedings		C-80
Risk Factors		C-80
Auditors, Registrar and Transfer Agent		C-90
Documents Incorporated by Reference		C-90
Schedule A — Alignment with TSX Corporate Governance Guidelines		C-91

C-1

THE COMPANY AND CORPORATE STRUCTURE

     Wheaton River Minerals Ltd. (“Wheaton”) was incorporated under the Business Corporations Act (Ontario) by Certificate and Articles of Incorporation dated March 30, 1990. Pursuant to Articles of Amendment effective February 11, 1991, Wheaton’s name was changed to Wheaton River Minerals Ltd. and by Articles of Amendment effective April 2, 1991, the private company restrictions were removed. Pursuant to Articles of Amendment effective June 29, 1999, an unlimited number of preference shares, issuable in series, were created.

     The following chart illustrates Wheaton’s operating subsidiaries and principal holding companies (the “Subsidiaries”), together with the jurisdiction of incorporation of each company and the percentage of voting securities held by Wheaton as of December 31, 2003, unless otherwise noted:

(1) Luismin, S.A. de C.V. was formed upon the amalgamation of Wheaton River de Mexico, S.A. de C.V. and Minas Luismin, S.A. de C.V. in December 2002. As used in this Exhibit C, “Luismin” means, prior to such amalgamation, Minas Luismin, S.A. de C.V. and, following such amalgamation, Luismin, S.A. de C.V.

     As used in this Exhibit C, except as otherwise required by the context, reference to “Wheaton” means Wheaton River Minerals Ltd. and the Subsidiaries.

C-2

GENERAL DEVELOPMENT OF THE BUSINESS

General

     Wheaton is engaged in the acquisition, exploration 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 an indirect 37.5% interest in the Bajo de la Alumbrera gold-copper mine in Argentina (the “Alumbrera Mine”), an indirect 100% interest in the San Dimas, San Martin and Nukay gold-silver mines in Mexico and an indirect 100% interest in the Peak gold mine in Australia (the “Peak Mine”). Wheaton also has indirect 100% interests in the Los Filos gold project in Mexico (the “Los Filos Project”) and the Amapari gold project in Brazil (the “Amapari Project”), both of which are advanced development stage properties. Since 2001, Wheaton has focused primarily on the acquisition, operation and development of precious metal properties.

Three Year History

     In May 2001, the Wheaton Board of Directors was restructured and three new directors, Frank Giustra, Ian Telfer and Neil Woodyer, were appointed. In September 2001, certain senior officers of Wheaton resigned and Ian Telfer was appointed as Chairman and Chief Executive Officer of Wheaton. This restructuring represented a significant development in Wheaton’s efforts to remain engaged in the acquisition, exploration and operation of mineral projects and to position Wheaton to be able to pursue new mining opportunities.

     Wheaton became an intermediate gold and silver producer upon the acquisition of Luismin in June 2002. In connection with the acquisition of Luismin, Antonio Madero and Eduardo Luna were appointed to the Wheaton Board of Directors. See “General Development of the Business — Acquisitions and Dispositions — Acquisition of Luismin” and “Narrative Description of the Business — Luismin Mines, Mexico”.

     In March 2003, Wheaton acquired an indirect 25% interest in the Alumbrera Mine in Argentina and a 100% interest in the Peak Mine in Australia. In June 2003, Wheaton exercised its pre-emptive rights and accepted an offer from BHP Billiton’s wholly-owned subsidiary, Rio Algom Limited (“Rio Algom”), to acquire BHP Billiton’s 25% interest in the Alumbrera Mine. Northern Orion Resources Limited (“Northern Orion”) participated equally with Wheaton in the acquisition of BHP Billiton’s 25% interest in the Alumbrera Mine, resulting in Wheaton owning a 37.5% interest in the Alumbrera Mine. See “General Development of the Business — Acquisitions and Dispositions — Acquisition of Alumbrera and Peak Mines” and “General Development of the Business — Acquisitions and Dispositions — Acquisition of Additional Interest in the Alumbrera Mine”.

     In November 2003, Wheaton acquired a 100% interest in the Los Filos Project, a 100% interest in the Nukay gold-silver mines and a 21.2% interest (of which 14% is a carried interest) in the El Limón gold deposits, each located in Guerrero State, Mexico. See “General Development of the Business — Acquisitions and Dispositions — Acquisition of Los Filos Project, Nukay Mines and Interest in El Limón Gold Deposits”.

     In January 2004, Wheaton acquired the Amapari Project in Brazil which consists of one mine concession with 3,971 hectares and 25 exploration areas totaling 169,508 hectares. See “General Development of the Business — Acquisitions and Dispositions — Acquisition of Amapari Project”.

Acquisitions and Dispositions

Acquisition of Luismin

     On June 19, 2002, Wheaton acquired all of the outstanding shares of Luismin, a privately held Mexican gold and silver mining company, from a subsidiary of Sanluis Corporación S.A. de C.V. (“Sanluis”) pursuant to an agreement dated April 24, 2002, as amended. The purchase price was comprised of $55,160,000 in cash and 9,084,090 Wheaton Shares. Wheaton also advanced $19,840,000 to Luismin that Luismin used to repay all of its outstanding bank debt. The Luismin debt was incurred principally to fund operations, capital expenditures and exploration. As part of the purchase consideration, a contingent payment of 11,355,113 Wheaton Shares was due

C-3

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.

     In August 2003, Wheaton sold its La Guitarra gold and silver mine in Mexico, the smallest of the three mining operations acquired in June 2002 from Sanluis, to Genco Resources Ltd. (“Genco”) for $5,000,000. The $5,000,000 purchase price consisted of $1,000,000 in common shares of Genco and $4,000,000 to be paid in cash or common shares of Genco, at Genco’s option, over eight years.

Acquisition of Alumbrera and Peak Mines

     Pursuant to an agreement of purchase and sale dated February 21, 2003 (the “Purchase Agreement”) between Wheaton and Rio Tinto Limited, a subsidiary of Rio Tinto plc (“RTP”), effective March 18, 2003 Wheaton acquired an indirect 25% interest in the Alumbrera Mine in Argentina and a 100% interest in the Peak Mine in Australia for an aggregate purchase price of $210 million. The acquisition of the 25% interest in the Alumbrera Mine was effected through the acquisition of a 50% interest in Musto Explorations (Bermuda) Limited (“MEB”). MEB holds a 50% interest in Minera Alumbrera Limited (“MAL”) which owns and operates the Alumbrera Mine. The Peak Mine is owned and operated by Peak Gold Mines Pty Limited (“PGM”).

Acquisition of Additional Interest in the Alumbrera Mine

     On March 25, 2003, Wheaton announced that it had exercised its pre-emptive rights and accepted an offer from BHP Billiton’s wholly-owned subsidiary, Rio Algom, to acquire BHP Billiton’s 25% interest in the Alumbrera Mine for $180 million.

     On April 8, 2003, Wheaton entered into an agreement with Northern Orion whereby Northern Orion agreed to participate with Wheaton in the acquisition of BHP Billiton’s 25% interest in the Alumbrera Mine. Under an agreement among Wheaton, Northern Orion and Rio Algom, each of Wheaton and Northern Orion agreed to acquire an indirect 12.5% interest in the Alumbrera Mine.

     Until June 2003, MIM Holdings Inc. (“MIM”) owned the additional 50% of MAL and acted as operator of the Alumbrera Mine. On June 24, 2003, Xstrata plc (“Xstrata”) acquired 100% of MIM and MIM was subsequently de-listed from the Australian Stock Exchange on June 30, 2003. Xstrata currently operates the Alumbrera Mine.

Acquisition of Los Filos Project, Nukay Mines and Interest in El Limón Gold Deposits

     On September 4, 2003, Wheaton entered into agreements with Teck Cominco Limited (“Teck Cominco”) and Miranda Mining Corporation (“Miranda”) to acquire a 100% interest in the Los Filos Project, a 100% interest in the Nukay mines and a 21.2% interest (of which 14% is a carried interest) in the El Limón gold deposits, both located in Guerrero State, Mexico, for $87 million in cash. On November 3, 2003, Wheaton acquired a 30% interest in the Los Filos Project, a 100% interest in the Nukay mines and a 21.2% interest in the El Limón gold deposits as a result of its acquisition of all of the outstanding shares of Miranda for $38.6 million. Wheaton acquired the remaining 70% interest in the Los Filos Project from Teck Cominco for $48.4 million.

Acquisition of Amapari Project

     On November 6, 2003, Wheaton entered into an agreement to acquire all of the outstanding shares of EBX Gold Ltd. (“EBX”), the owner of the Amapari Project located in the Amapa State, Brazil. On January 9, 2004, Wheaton completed the acquisition of the Amapari Project for $25 million in cash, 33 million Wheaton Shares and 21,516,000 Wheaton Series “B” common share purchase warrants.

C-4

TECHNICAL INFORMATION

Summary of Ore/Mineral Reserves and Mineral Resources

JORC Code Definitions

     The estimated ore reserves and mineral resources for the Alumbrera Mine, the Peak Mine and the Amapari Project have been calculated in accordance with the current (1999) version of the Australasian Code for Reporting of Mineral Resources and Ore Reserves (the “JORC Code”), the Australian worldwide standards. The JORC Code has been accepted for current disclosure rules in Canada under the Canadian Securities Administrators” National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The following definitions are reproduced from the JORC Code:

     The term “Mineral Resource” means a concentration or occurrence of material of intrinsic economic interest in or on the Earth”s crust in such form and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

     The term “Inferred Mineral Resource” means that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability.

     The term “Indicated Mineral Resource” means that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed.

     The term “Measured Mineral Resource” means that part of a Mineral Resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and/or grade continuity.

     The term “Ore Reserve” means the economically mineable part of a Measured or Indicated Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves.

     The term “Probable Ore Reserve” means the economically mineable part of an Indicated, and in some circumstances Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified.

     The term “Proved Ore Reserve” means the economically mineable part of a Measured Mineral Resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments, which may include feasibility studies, have been carried out, and include consideration of and

C-5

modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified.

     The foregoing definitions of Ore Reserves and Mineral Resources as set forth in the JORC Code have been reconciled to the definitions set forth in “CIM Standards on Mineral Resources and Reserves — Definitions and Guidelines” prepared by the CIM Standing Committee on Reserve Definitions and approved by the CIM Council of the Canadian Institute of Mining, Metallurgy and Petroleum in August 2000 (the “CIM Standards”) which were adopted by NI 43-101. If the Ore Reserves and Mineral Resources for the Alumbrera Mine and the Peak Mine were estimated in accordance with the definitions in the CIM Standards, there would be no substantive difference in such Ore Reserves and Mineral Resources.

CIM Standard Definitions

     The estimated mineral reserves and mineral resources for the Luismin Mines and the Los Filos Project have been calculated in accordance with the CIM Standards. The following definitions are reproduced from the CIM Standards:

     The term “Mineral Resource” means a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

     The term “Inferred Mineral Resource” means that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

     The term “Indicated Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics, can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.

     The term “Measured Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.

     The term “Mineral Reserve” means the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

     The term “Probable Mineral Reserve” means the economically mineable part of an Indicated Mineral Resource and, in some circumstances, a Measured Mineral Resource demonstrated by at least a Preliminary

C-6

Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.

     The term “Proven Mineral Reserve” means the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.

Cautionary Note to United States Shareholders Concerning Estimates of Measured, Indicated and Inferred Resources

     This section uses the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission (the “SEC”) does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

Average Total Cash Costs

     “Average total cash costs” figures are calculated in accordance with a standard developed by The Gold Institute, which was a worldwide association of suppliers of gold and gold products and included leading North American gold producers. The Gold Institute ceased operations in 2002, but the standard is the accepted standard of reporting cash costs of production in North America. Adoption of the standard is voluntary and the cost measures presented herein may not be comparable to other similarly titled measures of other companies. Costs include mine site operating costs such as mining, processing, administration, royalties and production taxes, but are exclusive of amortization, reclamation, capital, development and exploration costs. These costs are then divided by ounces sold to arrive at the total cash costs of sales. The measure, along with sales, is considered to be a key indicator of a company’s ability to generate operating earnings and cash flow from its mining operations. This data is furnished to provide additional information and is a non-GAAP measure. It should not be considered in isolation as a substitute for measures of performance prepared in accordance with GAAP and is not necessarily indicative of operating costs presented under GAAP.

C-7

Ore Reserves/Mineral Reserves

     The following table sets forth the estimated Ore Reserves/Mineral Reserves for the Alumbrera Mine, the Peak Mine and the Luismin Mines as at December 31, 2003 and the Amapari Project as at January 9, 2004:

Proved/Proven and Probable Ore/Mineral Reserves⁽¹⁾

				Grade						Contained Metal
														Gold
														Equivalent
Deposit	Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Ounces(6)		Copper
				(grams per		(grams per				(ounces)		(ounces)
		(000s)		tonne)		tonne)		(%)		(000s)		(000s)		(000s)		(tonnes)
Alumbrera Mine(2)	Proved		115,500		0.57		—		0.50		2,117		—		2,117		577,500
(Wheaton’s 37.5% interest)	Probable		8,630		0.49		—		0.47		136		—		136		40,540
	Proved + Probable		124,130		0.56		—		0.50		2,253		—		2,253		618,040
Peak Mine(3)	Proved		570		3.82		—		0.53		70		—		70		3,010
	Probable		1,780		7.33		—		0.54		419		—		419		9,530
	Proved + Probable		2,350		6.48		—		0.53		489		—		489		12,540
Luismin(4)	Proven		880		5.16		414		—		145		11,670		322		—
— San Dimas	Probable		1,360		5.16		412		—		226		18,060		500		—
	Proven + Probable		2,240		5.16		413		—		371		29,730		822		—
Luismin(4)	Proven		530		3.75		64		—		64		1,090		76		—
— San Martin with San pedrito	Probable		500		3.37		120		—		54		1,940		76		—
	Proven + Probable		1,040		3.56		91		—		119		3,030		152		—
Luismin(4)	Proven		880		3.94		—		—		111		—		111		—
— Nukay	Probable		720		4.09		—		—		95		—		95		—
	Proven + Probable		1,600		4.01		—		—		206		—		206		—
Amapari(5)	Proved		3,350		2.15		—		—		232		—		232		—
	Probable		11,430		3.15		—		—		1,159		—		1,159		—
	Proved + Probable		14,780		2.93		—		—		1,390		—		1,390		—
Total	Proved/Proven										2,739		12,760		2,928		580,510
	Probable										2,089		20,000		2,384		50,060
	Proved/Proven + Probable										4,828		32,750		5,312		630,580

(1)	All Mineral Reserves have been calculated as of December 31, 2003, other than the Mineral Reserves with respect to the Amapari Project which are as at January 9, 2004, in accordance with the CIM Standards or the JORC Code. The JORC Code has been accepted for current disclosure rules in Canada under NI 43-101.
(2)	The Mineral Reserves for the Alumbrera Mine set out in the table above have been estimated by C. R. Van Order, P.Eng. at Minera Alumbrera Limited who is a competent person under the JORC Code. The Mineral Reserves are classified as proved and probable, and are based on the JORC Code. See “Narrative Description of the Business — Alumbrera Mine, Argentina — Ore Reserves and Mineral Resources” below for further details.
(3)	The Mineral Reserves for the Peak Mine set out in the table above have been estimated by Robert Cooper at Peak Gold Mines Pty Ltd. who is a competent person under the JORC Code. The Mineral Reserves are classified as proved and probable, and are based on the JORC Code. See “Narrative Description of the Business — Peak Mine, Australia — Ore Reserves and Mineral Resources” below for further details.
(4)	The Mineral Reserves for the Luismin Mines set out in the table above have been estimated by Randy V.J. Smallwood, P.Eng. at Wheaton and David R. Budinski, P.Geo. at Orcan Mineral Consultants who are each qualified persons under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards. See “Narrative Description of the Business — Luismin Mines, Mexico — Mineral Reserves and Mineral Resources” below for further details.
(5)	The Mineral Reserves for the Amapari Project set out in the table above have been estimated by Harry Burgess, P.Eng. at Micon International Limited and D.W. Hooley, B.Sc.(Eng.) at Micon International Limited who are each competent persons under the JORC Code. The Mineral Reserves are classified as proved and probable, and are based on the JORC Code. The Amapari acquisition was completed on January 9, 2004. See “Narrative Description of the Business — Amapari Project, Brazil — Ore Reserves and Mineral Resources” below for further details.
(6)	Gold equivalent ounces are gold ounces plus silver ounces converted to gold using commodity prices of $350 per ounce of gold and $5.50 per ounce of silver, and appropriate process recovery rates for each operation.

C-8

Mineral Resources

Cautionary Note to United States Shareholders Concerning Estimates of Measured, Indicated and Inferred Resources

     This section uses the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the SEC does not recognize them. “Inferred Mineral Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

     The following table sets forth the estimated Mineral Resources for the Peak Mine and the Luismin Mines as at December 31, 2003 and the Amapari Project as at January 9, 2004:

Measured, Indicated and Inferred Mineral Resources⁽¹⁾⁽⁷⁾
(excluding Proved/Proven and Probable Mineral Reserves)

				Grade						Contained Metal
														Gold
														Equivalent
Deposit	Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Ounces(8)		Copper
				(grams per		(grams per				(ounces)		(ounces)
		(000s)		tonne)		tonne)		(%)		(000s)		(000s)		(000s)		(tonnes)
Peak Mine(2)	Measured		560		2.33		—		1.22		42		—		42		6,840
	Indicated		480		5.38		—		0.67		83		—		83		3,200
	Measured + Indicated		1,040		3.73				0.96		125		—		125		10,040
	Inferred		3,200		8.4		—		1.2		870		—		870		37,760
Luismin(3)	Measured		—		—		—		—		—		—		—		—
— San Dimas	Indicated		—		—		—		—		—		—		—		—
	Measured + Indicated		—		—		—		—		—		—		—		—
	Inferred		12,900		3.3		317		—		1,380		131,800		3,380		—
Luismin(3)	Measured		—		—		—		—		—		—		—		—
— San Martin	Indicated		—		—		—		—		—		—		—		—
	Measured + Indicated		—		—		—		—		—		—		—		—
	Inferred		2,100		2.7		127		—		190		8,700		280		—
Luismin(3)	Measured		—		—		—		—		—		—		—		—
— Nukay	Indicated		2,260		4.87		—		—		354		—		354		—
	Measured + Indicated		2,260		4.87		—		—		354		—		354		—
	Inferred		2,600		2.5		—		—		210		—		210		—
Luismin(4)	Measured		8,250		1.64		—		—		435		—		435		—
— Los Filos	Indicated		30,480		1.37		—		—		1,343		—		1,343		—
	Measured + Indicated		38,730		1.43		—		—		1,778		—		1,778		—
	Inferred		11,600		1.4		—		—		500		—		500		—
Amapari(5)	Measured		2,040		0.86		—		—		56		—		56		—
	Indicated		4,520		1.69		—		—		245		—		245		—
	Measured + Indicated		6,560		1.43				—		301		—		301		—
	Inferred		7,500		4.1		—		—		980		—		980		—

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				Grade						Contained Metal
														Gold
														Equivalent
Deposit	Category	Tonnes		Gold		Silver		Copper		Gold		Silver		Ounces(8)		Copper
				(grams per		(grams per				(ounces)		(ounces)
		(000s)		tonne)		tonne)		(%)		(000s)		(000s)		(000s)		(tonnes)
El Limón (6)	Measured		—		—		—		—		—		—		—		—
(Wheaton’s	Indicated
21.2% interest)			—		—		—		—		—		—		—		—
	Measured + Indicated		—		—		—		—		—		—		—		—
	Inferred		4,200		3.1		—		—		420		—		420		—
Total	Measured										533		—		533		6,840
	Indicated										2,025		—		2,025		3,200
	Measured + Indicated										2,558		—		2,558		10,040
	Inferred										4,560		140,500		6,650		37,760

(1)	All Mineral Resources have been calculated as of December 31, 2003, other than the Mineral Resources with respect to the Amapari Project which are as of January 9, 2004, in accordance with the CIM Standards or the JORC Code.
(2)	The Mineral Resources for the Peak Mine set out in the table above have been estimated by R. Berthelsen and Dave Keough at Peak Gold Mines Pty Ltd. who are each competent persons under the JORC Code. The Mineral Resources are classified as measured, indicated and inferred, and are based on the JORC Code. See “Narrative Description of the Business — Peak Mine, Australia — Ore Reserves and Mineral Resources” below for further details.
(3)	The Mineral Resources for the Luismin Mines (San Dimas, San Martin and Nukay) set out in the table above have been estimated by Randy V.J. Smallwood, P.Eng. at Wheaton, and David R. Budinski, P.Geo. at Orcan Mineral Consultants, who are each qualified persons under NI 43-101. The Mineral Resources are classified as indicated and inferred, and are based on the CIM Standards. See “Narrative Description of the Business — Luismin Mines, Mexico — Mineral Reserves and Mineral Resources” below for further details.
(4)	The Mineral Resources for the Los Filos Project set out in the table above have been estimated by Gary Giroux, P.Eng. at Micon International Limited, who is a qualified person under NI 43-101. The Mineral Resources are classified as measured, indicated and inferred, and are based on the CIM Standards. See “Narrative Description of the Business — Luismin Mines, Mexico — Mineral Reserves and Mineral Resources” below for further details.
(5)	The Mineral Resources for the Amapari Project set out in the table above have been estimated by Ken Grace, P.Eng. at Micon International Limited who is a competent person under the JORC Code. The Mineral Resources are classified as measured, indicated and inferred, and are based on the JORC Code. The Amapari acquisition was completed on January 9, 2004. See “Narrative Description of the Business — Amapari Project, Brazil — Ore Reserves and Mineral Resources” below for further details.
(6)	The Mineral Resources for the El Limón deposits set out in the table above have been estimated by James N. Grey, P.Geo. and Al N. Samis, P.Geo., both at Teck Cominco who are qualified persons under NI 43-101. The Mineral Resources are classified as inferred, and are based on the CIM Standards.
(7)	Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
(8)	Gold equivalent ounces are gold ounces plus silver ounces converted to gold using commodity prices of $350 per ounce of gold and $5.50 per ounce of silver, and appropriate process recovery rates for each operation.

NARRATIVE DESCRIPTION OF THE BUSINESS

Alumbrera Mine, Argentina

Property Description and Location

     The Alumbrera Mine consists of the following five facilities, with support offices located in Tucumán, Catamarca City, Rosario and Buenos Aires:

• an open pit mine, processing facilities and central administration offices at Alumbrera, Catamarca;

• a 316-kilometre concentrate slurry pipeline through Catamarca and Tucumán Provinces;

• a 202-kilometre, 220 kilovolt power line from the project’s substation at El Bracho, Tucumán;

• a filter plant and rail loading facilities at Cruz del Norte, Tucumán; and

• a port, handling facilities and train maintenance facilities at San Martìn near Rosario, Santa Fé.

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     The open pit mine is located on a 600 hectare mining lease at Alumbrera, near Belen in northwestern Argentina, 1,100 kilometres northwest of Buenos Aires. The mining lease encompasses all mineralized areas of the deposit. Immediate mine infrastructure and other mine facilities cover an additional permitted surface area of 5,200 hectares. The mine is located in a valley west of the easternmost range of the Andes at an elevation of 2,600 metres above sea level.

     The Alumbrera Mine processes ore through conventional crushing, grinding, sulphide flotation and gravity gold circuits. Concentrate slurry from the processing facilities is pumped 316 kilometres to a filter plant at Cruz del Norte. Concentrates from the filter plant are shipped 830 kilometres by rail from Cruz del Norte, Tucumán to Puerto Alumbrera. The port is located in San Martín, Rosario in the Province of Santa Fé. The port operation and maintenance facilities are contained within a 12 hectare lease which includes a rail-switching yard with approximately 8,200 metres of rail. Port facilities include a rail car unloading building and 50,000 tonne storage shed.

     All mining prospects in the Farallón Negro district, the region including Alumbrera, are enclosed by a 344 square kilometre national mineral reserve and are owned and administrated by Yacimientos Mineros de Agua de Dionisio (“YMAD”), a quasi-government mining company. MAL has the right to exploit the Alumbrera Mine pursuant to an agreement between MAL and YMAD (the “UTE Agreement”) signed in April 1994, as amended. The UTE Agreement defines the working relationship between the parties, including royalty obligations, and requires that ownership of certain of the infrastructure revert to YMAD after completion of operations.

Royalties

     MAL is required to pay a 3% royalty (the “Boca Mina Royalty”) to the provincial government of Catamarca. The royalty is calculated on the value of mineral substances at the mine mouth after certain allowable deductions. Allowable deductions include all processing and transportation costs, but exclude mining costs and all depreciation. MAL commenced payments of the Boca Mina Royalty in 1998.

     Under the terms of the UTE Agreement, MAL is also obliged to pay a royalty to YMAD equal to 20% of net proceeds after capital recovery to begin in the fiscal year following the one in which positive net proceeds are realized. Prior to this occurring, MAL is obligated to pay YMAD each fiscal year, beginning after the second full fiscal year following the commencement of commercial production and ending the year in which MAL begins to pay the net proceeds royalty, an advance royalty equal to (i) if net income is less than $1,000,000, 5% of net income; or (ii) if net income is more than $1,000,000, the greater of 5% of net income and $1,000,000 only after the original investment has been repaid, which has not occurred to date under the UTE Agreement methodology for this calculation.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

     Alumbrera is about 1,100 kilometres northwest of Buenos Aires and six hours by paved and dirt roads from the airport at San Miguel de Tucumán. Located in Hualfin District, Belen Department, Catamarca Province, the deposit is 95 kilometres northeast of the town of Belen and approximately 50 road-kilometres northwest of Andalgalá. The project is served by air and all-weather roads. MAL has scheduled flights and road transport to and from Tucumán and Catamarca and the mine site. On average, more than 2,100 people are transported by road and more than 2,500 people are transported by air every month.

     The climate is arid to semi-arid with topography and vegetation similar to the Arizona-Sonora desert. The Alumbrera Mine is near the boundary between the Sierras Pampeanas and Puna physiographic provinces and the area is sparsely populated. Average mean temperature is 17 to 18 degrees Celsius and average minimum and maximum temperatures range between 8 and 10 degrees Celsius and 22 and 27 degrees Celsius. Temperatures can be as low as minus 10 degrees Celsius in the winter and as high as 40 degrees Celsius in the summer. Average mean rainfall is 160 millimetres, occurring predominantly during the months of December through March. Light snows can occur in the winter.

     Mine site infrastructure includes offices, a warehouse, a laboratory, a medical centre, a permanent camp and workshops. Site facilities include two accommodation camps, catering, medical and indoor and open-air

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recreation facilities. The mine’s main water supply originates from a bore field, Campo Arenal, and is delivered to the mine site through a 30-kilometre pipeline. The mine maintains a 1.7 million cubic metre water reservoir. A 202-kilometre long 220-kilovolt power line provides electrical power to the mine site from a substation at El Bracho, Tucumán. The power line, with 530 transmission towers, was constructed to provide access to the national power grid.

     Topographically, (prior to commencement of mining) the deposit at the Alumbrera Mine was a bowl-shaped, ellipsoidal depression oriented northeast-southwest surrounded by ridges formed mostly by andesitic breccia of the Farallón Negro volcanics. The floor of the bowl covers an area of 2.5 square kilometres. It is characterized by altered yellowish and reddish rocks that are the oxidized and weathered “surface rind”of hydrothermally altered and mineralized zones that were easily weathered in the recent geologic past, thereby forming the bowl.

History

     The Alumbrera area has been known for its veins of copper and gold deposits and alum since at least the 19^th century. Small-scale mining activity took place at the end of the 19^th century and during the early 20^th century at the southern edges of the present mine area. In 1950, the Alto la Alumbrera veins were sampled by the government for copper and gold. In 1963, a mapping and geochemical survey defining a deposit of disseminated/scattered copper was conducted. In 1969, YMAD carried out a thorough geological geochemical prospecting program and completed four short drill holes.

     From 1973 to 1976, the government carried out a geophysical study (induced polarization and magnetism) and commenced a drilling program. Drilling was completed over several years with 6,000 metres drilled from 1974 to 1976. YMAD carried out resource mapping and evaluation from available drill holes. From 1975 to 1982, there was intermittent drilling to complete a total of 18,970 metres and 71 drill holes for the period 1968 to 1981.

     From 1985 to 1988, YMAD investigated open pit mining and heap leaching of ore from the central gold-rich oxidized zone. An additional 1,283 metres of drilling, averaging 50 metres per hole, was completed. Feasibility studies were prepared in 1986 and 1988.

     From 1992 to 1993, another feasibility study was conducted. Geological exploration activity included geotechnical investigations, a core relogging program and a diamond drilling program, mineralogical assessments and a complete reinterpretation of the deposit geology. A geology and metal grade block model of the deposit was generated.

     In October 1994, MAL completed a 20-hole, 8,000-metre diamond drillhole program. Drilling was concentrated in the southern flank of the orebody and within the area to be mined during the first five years of the open pit life. In 1995, MAL commenced mining activities in the mine area. In August 1997, project commissioning commenced with the processing of the first ore from the mine. In December 1999, the mine achieved production and performance tests under terms of project financing.

     MEB negotiated an interest in the project from YMAD in 1990, establishing MAL as the entity to exploit the deposit in 1993. MIM purchased a 50% interest in MAL in 1994. MEB, with a 50% remaining interest in MAL, was subsequently acquired by Rio Algom Ltd. and North Ltd. in 1995. RTP acquired North Ltd. in August 2000. Billiton acquired Rio Algom Ltd. in October 2000. BHP and Billiton merged during 2001 to form BHP Billiton. In 2003 Wheaton acquired the RTP 25% indirect interest in Alumbrera together with 50% of BHP Billiton’s indirect interest in Alumbrera. Also in 2003, MIM was acquired by Xstrata. As a result, Xstrata holds a 50% interest in, and are the operators of, the Alumbrera Mine. Wheaton holds a 37.5% interest and a third party holds a 12.5% interest.

Geological Setting

Regional Geology

     Alumbrera was emplaced in the late Miocene Farallón Negro — Capillitas volcanic flow and breccia complex, situated in the Sierra de Capillitas. This high-potassium calc-alkaline shoshonitic to banakitic

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volcanism is the easternmost expression of subduction related volcanism which appears to have developed in block-faulted areas on Palaeozoic crystalline basement along the Andean Cordillera in the late Miocene. The Farallón Negro complex lies near the boundary of nearly flat and 30-degree east dipping segments of the subducting Nazca Plate, a discontinuity expressed by the east-west boundary between the Puna and Sierras Pampeanas provinces, by a 50-kilometre right-lateral offset in the Andes crest and by the east-west trend of Neogene volcanoes of the Ojos de Salado chain west of Alumbrera and the Farallón Negro centre.

     Alumbrera and its host stratovolcano lie between two northeast-trending lineaments, the Hualfin and Aconquija, which may have localized volcanism and mineralization in tension fractures between them. The volcanism was controlled by sinistral pull-apart tectonics along a major northwest trending lineament. The Farallón Negro volcanic and intrusive complex was a stratovolcano formerly up to 6 kilometres high and approximately 16 kilometres in diameter, which evolved from more mafic pyroxene andesites to more hornblende and biotite bearing andesites and dacites. Volcanism was followed by the emplacement of the mineralization-related dacite porphyries. The location of the dacite porphyries coincides with the eruptive centres of the former andesite-dacite stratovolcano, whose roots they intruded.

Deposit Geology

     The Alumbrera alkalic dacite porphyries were intruded about 8 million years ago into the roots of the Farallón Negro volcano. The intrusion-generated large-scale hydrothermal circulation resulted in alteration and mineralization of the porphyry itself and its volcanic host rocks. Subsequent erosion has exposed the upper part of the volcano and its porphyry system to a level that is favourable for mining.

     The Farallón Negro host rocks are about 90% autobrecciated flows in a thick-bedded sequence of fragment-poor to fragment-crowded weakly to strongly porphyritic potassic andesite. The remaining 10% is comprised of lithic and non-porphyritic flow units.

     The primary mineralized rocks of Alumbrera consist of a series of porphyritic intrusions. A total of seven distinctive porphyritic intrusions have been recognised, which form stocks (earliest units) and dyke-like bodies (youngest units) that extend to the outer edge of the deposit with some of the dykes forming a radial pattern around the central stocks. Geochemically the dacites are typical for subduction-related potassic igneous rocks (shoshonites) from mature continental arc settings.

Exploration

     The mining rights to the Alumbrera Mine are limited to a 2,000 metre by 3,000 metre rectangle (600 hectares in size) approximately centred on the open pit mine. This area, referred to as the contract area, is slightly larger than the ultimate pit rim dimensions. No exploration is conducted by MAL outside of the contract area.

     Because of the very limited area of mineral rights involved and the dominance of the area by the open pit mine, further exploration work will be limited.

Mineralization

     The mineralogy of the primary (unweathered) ore consists of chalcopyrite (± bornite), native gold and pyrite. Gold occurs mainly in chalcopyrite. Gold values correlate closely with copper values in primary mineralization and ratios are very consistent through the deposit.

     Ore grades correlate with lithology. The highest copper-gold grades are associated with intense potassic (quartz-magnetite) alteration of two of the earliest mineralized porphyritic intrusions and in adjacent biotized or potassium feldspar altered andesites. Younger porphyries are less mineralized or barren. The majority of the copper is primary and occurs as chalcopyrite in disseminated grains and in veinlets. Copper and gold are positively correlated with gold occurring in association with early pyrite-chalcopyrite-magnetite as free gold grains in the 10 to 50 micron range. The economic-grade sulphide mineralization extends upward almost to surface.

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     The upper portion of the orebody has been subject to weathering and can be sub-divided into two distinct zones, an upper, thin, leached zone, and a lower sulphide enriched zone. The leached zone contains oxide and carbonate copper minerals, including soluble species. Gold values appear largely unaffected by leaching. The sulphide-enriched zone is complex and contains chalcocite, covellite, native copper and chalcopyrite in varying proportions. The intensity of chalcocite decreases with depth and is absent in fresh (primary) ore. Leaching and oxidation near the surface generally does not extend to deeper than 30 metres.

Drilling

     The Alumbrera Mine has been worked on by at least four different companies with numerous drilling campaigns since YMAD commenced work in 1969. Both reverse circulation and diamond drilling has been performed, however, the database is composed predominantly of diamond core data. The diamond drill programs were completed using both N-sized core (“NQ”) and H-sized core (“HQ”) longyear Q-series drilling systems (47.6 millimetres and 63.5 millimetres core diameter, respectively).

     270 holes were drilled on a nominal 50 metre by 50 metre pattern over the entire deposit. However, due to shorter lengths on some holes, this density decreases somewhat at the deepest pit elevations. All holes were drilled on N75^o/N255^o oriented sections, with dips varying between vertical and minus 60^o. This orientation was chosen so as to best outline faults in the dominant fault strike direction, many of which have material post-mineralization movement or control the intrusion of the host porphyry and mineralizing fluids.

     After the 1998-99 resource definition drilling program it became apparent that it was necessary to drill a few more holes to increase data density at the deeper elevations of the pit. This was required in order to improve geological controls on the model and upgrade some of the indicated resources to the measured category based on the models used to estimate mineral resources and Kriging variances seen during grade interpolation. An additional 14 holes were drilled to fill in areas of low confidence. There is no known requirement for further drilling of the existing resource.

Sampling and Analysis

     Exploration samples are sawn (core) or split (reverse circulation) and sent to ALS Chemex (“ALS”) in Mendoza for further preparation and analysis, following which the assay results were reported by ALS.

     Exploration samples were analysed for gold using a 50 gram fire assay with a flame AAS finish after nitric acid/aqua regia digestion of the bead. This method has a detection limit of 0.01 parts per million and is suitable for the low gold grades seen at Alumbrera. Samples were analysed for copper and silver using an aqua regia mixed-acid digestion and elemental determination by flame AAS. The detection limit for copper and silver by this method are 100 parts per million and 1.0 parts per million, respectively.

     Minor element analyses have been routinely carried out on approximately 10% of samples to determine base line quantities of potentially toxic metals available to be released into the environment. Samples were randomly selected and analyzed for antimony, arsenic, bismuth, cadmium, lead, mercury, molybdenum, selenium, tellurium and zinc. Additional sampling was conducted in areas identified to have lead and zinc bearing veins.

     Sulphur and sulphate analyses were also conducted in order to estimate the amount of pyrite within the deposit.

Drill Core Samples

     During logging, the MAL geologist selects the portions of each hole to be sampled based primarily on mineralization. Using visual inspection, the location of the 0.15% copper boundary would be estimated and sampling would commence approximately 50 metres before this estimated position. Samples were selected on three-metre intervals regardless of lithologic contacts and geological variation in the core. Once selected, the

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core to be sampled was sawn in half with a diamond saw and one half of the core retained. All sampling and core storage took place at the core logging facility.

Reverse Circulation Samples

     Reverse circulation samples were collected in the field at the drill rig over 3-metre intervals after being split in the ratio 3:1 at the sampler. The smaller sample was sent for analysis and the larger fraction retained on site for the duration of the drill program and then discarded.

Sample Quality

     The program set up to monitor the quality of the assay database consisted of the following procedures:

• the use of internal standards by the laboratory;

• the use of MAL submitted standard samples with each sample batch;

• regular re-analysis of pulps by the laboratory;

• re-analysis of pulps as requested by MAL;

• check analysis of randomly selected pulps by a second laboratory; and

• ¼ core re-sampling of selected sample intervals mixed with each batch.

     Data validation protocols are built into the date-entry system used by MAL to prevent hole-depth, over-lapping logging/sampling intervals or hole-name validation errors.

Security of Samples

     MAL’s core logging and storage facility is located in the administration and warehouse building cluster beside the concentrator. These facilities are secure from entry by non-MAL personnel. Exploration samples are shipped from this location using scheduled mine delivery trucks.

Ore Reserves and Mineral Resources

     Ore Reserves and Mineral Resources are estimated using the JORC Code. See “Technical Information —Summary of Ore/Mineral Reserves and Mineral Resources — JORC Code Definitions” for JORC Code definitions.

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     The following table sets forth the estimated Ore Reserves for 100% of the Alumbrera Mine as at December 31, 2003 (37.5% of which represents Wheaton’s interest):

Proved and Probable Ore Reserves^(1)(2)(3)(4)

				Grade				Contained Metal
Material	Category	Tonnes		Gold		Copper		Gold		Copper
				(grams per tonne)		(%)		(ounces)		(tonnes)
In-Situ	Proved		200,000,000		0.65		0.58		4,186,000		1,151,000
	Probable		23,000,000		0.49		0.47		362,000		108,000
	Total		223,000,000		0.66		0.57		4,548,000		1,259,000
Stockpiles	Proved		108,000,000		0.42		0.36		1,458,000		389,000
	Probable		—		—		—		—		—
	Total		108,000,000		0.42		0.36		1,458,000		389,000
Total	Proved		308,000,000		0.57		0.50		5,644,000		1,540,000
	Probable		23,000,000		0.49		0.47		362,000		108,000
	Total		331,000,000		0.56		0.50		6,006,000		1,648,000

(1)	The Ore Reserves for the Alumbrera Mine set out in the table above have been estimated by C. R. Van Order, P.Eng. at MAL who is a competent person under the JORC Code. The Ore Reserves are classified as Proved and Probable, and are based on the JORC Code.
(2)	The Proved Ore Reserve includes 108 million tonnes at 0.36% copper, 0.42 grams of gold per tonne of medium and low grade material stockpiled for future treatment.
(3)	Ore Reserves are based on a life-of-mine production schedule generated from pit optimisation studies on the new resource block model and are reported on the basis of a recoverable payable copper equivalent cut-off grade of 0.32%, with the equivalent grade taking into account copper and gold grades, prices, metallurgical recoveries and realisation costs. The recoverable payable copper equivalent cut-off grade of 0.32% represents in-situ copper and gold grades generally in the range of 0.15% copper, 0.26 grams of gold per tonne to 0.25% copper, 0.11 grams of gold per tonne.
(4)	Primary sulphide mineralization comprises disseminated, vein and fracture controlled chalcopyrite in altered dacite and andesite host rocks, with chalcocite and covellite in the enriched zone.

     There are currently no Mineral Resources to report for the Alumbrera Mine.

Mineral Processing and Metallurgical Testing

     The economic mineralogy of the primary, unweathered ore consists of chalcopyrite, native gold and pyrite in a simple textural relationship. Chalcopyrite occurs in disseminated grains and in veinlets; copper and gold are positively correlated, with the gold occurring as free grains or, more usually, as inclusions within the chalcopyrite. As a classic porphyry copper-gold deposit, it is expected that the ore should respond to conventional sulphide flotation for recovery of gold bearing copper concentrate.

     There is a wide range of metallurgical testing and operating experience available and planned in support of strategic planning and development.

     The feasibility study metallurgical testing confirmed the amenability of the orebody to conventional copper porphyry processing. Although the programme was possibly not as systematic in establishing the metallurgical response of the orebody as has been the case on other similar projects, Micon considers that the testing adequately addressed all the expected issues and generated appropriate criteria for process design. These criteria have been generally confirmed by operating experience to date.

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     MAL decided in 2001 to install a third grinding line and a pebble crushing circuit in order to meet the objective of maintaining concentrate production at lower ore grades over the life-of-mine. MAL has increased the capacity of the rougher flotation circuit which is scheduled to be commissioned in 2004.

Mining Operations

     Standard truck and shovel mining techniques operations are employed in the open pit mine, utilizing 42 cubic metre shovels and 220 tonne haul trucks to move both ore and waste. Mining is carried out on 17-metre benches, with 2-metre sub-drill, which suit the size of the equipment necessary for the production rate.

     Current mineral reserves have a low waste to ore ratio of an average of 1.77:1 for the 2003 life-of-mine plan. Operation of the mine is carried out at an elevated cut-off grade, which is reduced over the mine life to the economic cut-off grade. This practice requires that some ore be stockpiled for later processing.

     The mining rate in 2003 marginally exceeded 300,000 tonnes per day for a total of approximately 110 million tonnes of material mined, comprised of approximately 31 million tonnes of ore and 79 million tonnes of waste. The total material mined is planned to increase to an average of 342,000 tonnes per day, approximately 125 million tonnes per annum, for 2004 to 2006.

     MAL employs approximately 1,000 permanent staff and 600 contractors, of whom approximately 500 staff and 200 contractors work in the mining department. Argentina is a highly unionized country with industry-based unions and very prescriptive labour agreements. The current labour agreement was renegotiated in 2003 and is in effect for a four year period.

Milling Operations

     The original plant uses a conventional porphyry copper flotation circuit with proven, large scale equipment. The plant produces two products, a copper flotation concentrate containing the major gold credit and doré bullion from gravity recovery of coarser free gold. The original design capacity was 80,000 tonnes per day with a utilisation of 94%. Provision was made for expansion to 100,000 tonnes per day by the addition of a third grinding line, in order to maintain metal production as the ore grade decreases.

     MAL has increased the capacity of the original plant to approximately 100,000 tonnes per day by the addition of the third grinding circuit, albeit using smaller equipment than that already installed. The expansion also included a pebble crushing circuit to handle critical size material from the semi-autogenous grinding (“SAG”) mills, of which about 1 to 1.5 million tonnes, at 0.4% copper, already had been accumulated. The planned utilization for 2004 is 93%, increasing to 94% in 2007.

     MAL expects that the ball mills will become the limit to throughput with the expanded circuit, particularly on softer ore. Although the cleaner flotation circuit is a constraint to feed metal, this will not be a problem except on the softest, high grade ore, as lower ore grade will compensate for the increased throughput. MAL has not identified any other areas that require expansion, although it acknowledges that increased utilisation in most areas is required.

     The mined ore is crushed in a 1,540 millimetre by 2,770 millimetre gyratory crusher. The crushed ore is conveyed 1.7 kilometres to an 80,000 tonne live capacity stockpile. The ore is drawn from the stockpile by apron feeders to conveyors feeding three parallel grinding circuits. The two original grinding lines each consist of an 11 metre diameter, 5.14 metre long SAG mill and two 6.1 metre diameter, 9.34 metre long ball mills operating in closed circuit with hydrocyclones. The third grinding line, which was commissioned in August 2002, consists of a 8.53 metre diameter, 4.27 metre long SAG mill and a 5.03 metre diameter 8.84 metre long ball mill, both of which are reconditioned second-hand units. It has been the practice to remove and stockpile the minus 35 millimetre critical size pebbles from the SAG mill discharge when processing harder ores with lower throughput rate. A circuit was commissioned in August 2002 for crushing the stockpiled pebbles and the newly generated pebbles, as required. The pebbles are conveyed via a surge bin to a crusher operating in open circuit and the crushed pebbles will be conveyed via a surge bin to each of the three SAG mill feed conveyors.

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     SAG and ball mill discharge is pumped to a cluster of hydrocyclones, one cluster for each ball mill. Hydrocyclone underflow discharges to the ball mill feed, with a minor proportion diverted via two centrifugal gravity concentrators for each cluster, for removal of coarser free gold. Hydrocyclone overflow at 80% passing 150 microns gravitates to the flotation circuit. The gravity concentrate is transferred to the secure gold room for further cleaning and smelting with fluxes to bullion.

     After conditioning with reagents, the hydocyclone overflow passes to the rougher flotation circuit consisting of 32 100 cubic metre mechanical flotation cells. MAL is presently expanding flotation capacity to allow further ore residence time, thus improving recoveries in difficult ore types. This expansion is expected to be commissioned in May 2004. Rougher concentrate is reground in one or two 5.0 metre diameter, 7.32 metre long ball mills operating in closed circuit with hydrocyclones, and centrifugal gravity concentrators for further free gold recovery. The reground rougher concentrate passes to the cleaner flotation section, consisting of 14 pneumatic flotation cells arranged for two stages of cleaning and a cleaner scavenger, all in closed circuit. The concentrate from the second stage cleaner is the final product and the tailings from the cleaner scavenger are now recirculated to the rougher circuit, although as commissioned these cells operated in open circuit producing final tailings.

     Final concentrate is thickened to 63% solids in two 30 metre diameter thickeners and for storage in surge tanks before being pumped via a 316 kilometre long, 175 millimetre diameter pipeline to MAL’s filter plant near Tucumán. Positive displacement pumps at the mine site and two booster stations elevate the concentrate to a high point from where it flows by gravity 150 kilometres to the filter plant. At the filter plant, the concentrate is stored in surge tanks and thickened prior to three 120 cubic metre continuous belt filter presses, which reduce the moisture content to 7.5%. The filters discharge to a storage building, where a front-end loader reclaims the filter cake for rail transport 830 kilometres to the port near Rosario.

     Tailings from the process plant flow by gravity pipeline for 8.5 kilometre to an engineered, centreline dam constructed across the Vis Vis canyon. Distribution is effected by spigotting along the upstream face of the dam. Supernatant water is pumped back to the process plant and seepage is collected downstream of the dam and pumped back. The dam is raised using waste rock with a core of selected material and remains a significant capital cost throughout the life of the mine. MAL retains Knight Piesold as its consultant for tailings dam management and construction quality control.

Markets and Contracts

     MAL’s objective has been to sell 90% to 95% of its concentrate production through frame contracts, with the balance for sale into the spot market. This has reduced the annual average treatment and refining charges and provided short-term flexibility of production, sales and revenue.

     However, with the recent reduction in TC/RC rates, MAL’s strategy has changed to one of fulfilling the requirements of the frame contracts while directing any non-committed production to spot sales. In this way, the project is able to utilize the market conditions to their optimum advantage. Marketing is managed by MAL and Xstrata copper marketing personnel.

Environmental Considerations

Permitting

     The main environmental permit is the original Environmental Impact Report (“EIR”), which was prepared to 1988 World Bank guidelines and was approved in 1997 as part of the project approval process. Under the terms of the UTE Agreement, MAL is responsible for compliance with the commitments made in the EIR and the cost of reclamation and closure. There are currently no significant areas of non-compliance. The EIR must be updated bi-annually as two separate reports for approval by the Tucumán and Catamarca provincial authorities. Micon understands that the 2001 EIR update was received and accepted by the provincial authorities. Other statutory environmental controls are the water license associated with the fresh water supply from Campo Arenal (Catamarca) and the filter plant discharge license (Tucumán).

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     In addition to the direct statutory controls, the UTE Agreement and its requirement for consultation with YMAD on strategic issues, including closure, impact on environmental management.

     Third party auditors are utilized to review key environment areas such as tailings storage facility design, construction and management. Through Xstrata and the other shareholders, MAL conducts regular audits of its environment programs to ensure that corporate, community and statutory standards have been adequately identified and are being adhered to.

Compliance

     Under the terms of the UTE Agreement, commitments made in the EIR reside with MAL. In response to these commitments, MAL currently is implementing a revised environmental management system. Various initiatives have been taken and are ongoing to ensure compliance, which is demonstrated by routine monitoring of air and water quality against background levels.

     Of particular significance is the commitment to zero discharge, which is implemented by intercepting and pumping back surface and near surface groundwater downstream of the tailings storage facility. Despite design considerations, a seepage plume has developed in the natural groundwater downstream of the facility, albeit currently well within MAL’s concession, due to the area’s complex structural geology. A series of pump back wells have been established to capture the seepage, which contains dissolved calcium and sulphate. The pump back wells will be augmented over the life of the mine in order to contain the plume within the concession and monitoring wells will be provided for the Vis Vis River. Based on the latest ground water model, the pump back system will need to be operated for several years after mine closure.

     The other potentially significant environmental risk lies with the concentrate pipeline. This pipeline crosses areas of mountainous terrain, significant rivers, high rainfall and active agriculture. Any rupture of the pipeline poses an environmental risk from spillage of concentrate. Subsequently, control structures and river crossing protection have been, and continue to be, installed in order to minimize the risk of breakage and spillage, a program of geotechnical inspection has been implemented to monitor landslide risk areas, and routine physical surveillance of the pipeline route is carried out.

Reclamation and Closure

     Although YMAD has the right to retain certain project infrastructure at the end of the UTE Agreement and 1997 Mining Lease Agreement between MAL and YMAD, on final termination of commercial production, MAL is legally responsible for reclamation and closure costs in its capacity as operator of the Alumbrera Mine. MAL is committed to stabilizing tailings and waste rock against potential acid generation and water pollution and, to this end, is conducting progressive rehabilitation on the tailings storage facility and waste rock dumps. Other activities include contaminated land remediation, removal and stabilization of potentially acid generating road base material, securing pit safety and closure of infrastructure. The ultimate requirement is to achieve final landforms that do not require MAL’s presence post closure.

     MAL has prepared an Interim Mine Closure Plan in response both to commitments in the EIR and to meet the requirements of those existing shareholders who are signatories to the Australian Minerals Council Code for Environmental Management. MAL’s closure planning is an ongoing process that is refined as operations plans are revised and operational and monitoring data are evaluated. Closure costs are revised on an annual basis.

     Ongoing rehabilitation is recognized as part of routine operations and associated costs are included in the project’s financial plan. Testing is being completed in order to generate information regarding the potential for acid generation from waste materials, and initial testing of capping materials has been completed. Progressive rehabilitation commenced in 2002.

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Bond-Posting

     MAL makes provisions for reclamation and closure in its life-of-mine plan and financial statements, however, MAL is not required to post a bond in connection with its reclamation and closure obligations and no cash provisions are being made.

Capital Costs

     The Alumbrera Mine was commissioned in 1998 after the expenditure of approximately $1.233 billion of project development capital. After additional capital expenditure of approximately $79 million in 1999, on-going annual sustaining and project capital has been expended since that time at a rate of approximately $26 million per fiscal year.

     Approximately $18 million, $37 million and $23 million was expended in fiscal years 2001, 2002 and 2003, respectively, with a further $9 million spent during the six months ended December 31, 2003. Approximately $27 million of the capital expenditures over those years were incurred in connection with the increase in plant capacity from 80,000 tonnes per day to 100,000 tonnes per day. Capital expenditures in 2004 are budgeted to be approximately $28 million, of which $24.5 million is considered to be sustaining, including $9 million for the acquisition of four additional haul trucks to accommodate the forecast increased mining tonnage. Sustaining capital is expected to reduce to less than $8 million in 2005 and beyond.

Taxes

     MAL is subject to taxation in the form of income tax and IVA tax, the latter of which is applicable to purchases of goods and services at a rate of 21%. Full reimbursements for IVA tax are available to exporting mining companies.

     The statutory tax rate of MAL is 30% as compared to the statutory tax rate of 35% for non-mining companies. This rate is protected under a fiscal stability regime which also provides for favoured treatment in terms of special deductions for interest paid on foreign loans.

     Potential changes to the tax regime, resulting from the current Argentine political, economic and social crisis, are and have been a risk to the estimated levels of future cash flow. However, it is not expected that any increased taxation would have a material effect on the value of the property or on cash flow, given the existing protection of fiscal stability under the Mining Investment Law granted by the government to the project.

Production Estimates

     The MAL operation is expected to draw the majority of its economic value from the sale of copper and gold in concentrate. In addition, a doré containing gold and silver is produced on-site. Production is derived from ore mined at the Alumbrera Mine. The total scheduled ore to be mined and processed, and the gold and copper output, are approximately 365 million tonnes, approximately 4.9 million ounces of gold and approximately 1.7 million tonnes of copper, respectively, over a period of approximately 10 years. Production in 2004 is expected to be 554,000 ounces of payable gold and 176,000 tonnes of contained copper in concentrate.

Luismin Mines, Mexico

     Luismin’s mining properties are each operated by wholly-owned subsidiaries of Luismin and include: the Tayoltita, Santa Rita and San Antonio mines in the San Dimas district, on the border of Durango and Sinaloa states; the San Martin mine and San Pedrito project in the state of Querétaro; and the Nukay mines in Guerrero State. A description of the mines in the San Dimas district, the San Martin mine and the San Pedrito project is set forth below. For a description of the Nukay mines, see “Narrative Description of the Business — Nukay Mines, Mexico”. The four mines hold 71 exploration and exploitation concessions with a total area of

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approximately 35,712 hectares. This extensive land ownership covers the mines, as well as the most prospective surrounding areas and forms an important asset for Luismin’s future exploration programs. Luismin also holds numerous exploration projects throughout Mexico, most of which are in the grassroots stage of development.

     Most of the mines are underground operations using primarily mechanized cut-and-fill mining methods. Conventional open-pit mining methods utilizing front-end loaders and trucks are used in the open-pit mines. After milling, cyanidation, precipitation and smelting, doré bars are poured and then transported for refining to Salt Lake City, Utah. Gold and silver production from the mining properties during the past year was 93,487 ounces of gold and 6,126,254 ounces of silver.

     On June 19, 2002, Wheaton acquired all of the outstanding shares of Luismin. The purchase price was comprised of $55,160,000 in cash and 9,084,090 Wheaton Shares. Wheaton also advanced $19,840,000 to Luismin that Luismin used to repay its outstanding bank debt. An additional contingent silver price adjustment payment of 11,355,113 Wheaton Shares was paid in October 2003 when the price of silver averaged more than $5 per ounce over a period of 60 consecutive trading days. In August 2003, Wheaton sold its La Guitarra gold and silver mine in Mexico, the smallest of the three mining operations acquired in June 2002 from Sanluis, to Genco for $5,000,000. In September 2003, Wheaton acquired the Nukay mines in connection with the acquisition of Miranda.

San Dimas District (Tayoltita, Santa Rita and San Antonio Mines)

Property Description and Location

     Luismin’s three operating mines in the San Dimas district, on the border of Durango and Sinaloa states are the Tayoltita, Santa Rita and San Antonio mines which are located 125 kilometres northeast from Mazatlan, Sinaloa or approximately 150 kilometres west of the city of Durango. These properties are surveyed and contained in a contiguous block. During 2003 the three operations were merged and centralized into a single operation under the same management. It is reported now as San Dimas. The properties cover an area of 22,720 hectares and are held by Minas de Sanluis, S.A. de C.V., a wholly owned subsidiary of Luismin. All the ore is now sent to the Tayoltita Mill, since the San Antonio Mill has been put in care and maintenance.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

     The San Dimas district is accessed by aircraft in a 45 minute flight from either Mazatlan or Durango, or by driving ten hours from the city of Durango. Luismin has access to a de Havilland Twin Otter aircraft and a helicopter which are both based at Tayoltita. Most of the personnel and light supplies for the San Dimas mines arrive on Wheaton’s regular flights from Mazatlan and Durango. Heavy equipment and supplies are brought in by road from Durango or via a rough road which follows the river bed to San Ignacio but the road is only accessible for about six months of the year during the spring dry season. San Ignacio is connected by 70 kilometres of paved roads to Mazatlan.

     Trees grow sufficiently on the higher ridges, to support a timber industry while the lower slopes and valleys are covered with thick brush, cactus and grasses. Subsistence farming, ranching, mining and timber cutting are the predominant activities of the region’s population. Tayoltita is the most important population centre in the area with approximately 8,000 inhabitants, including mining company personnel. Population outside the mining and sawmill camps is sparse.

     Water for the mining operations is obtained from wells and from the Piaxtla River. Water is also supplied by Luismin to the town of Tayoltita from an underground thermal spring at the Santa Rita mine.

     Mining in the San Antonio area is done by contract mining while in both the Santa Rita and Tayoltita areas the mining is carried out by Luismin personnel.

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     Electrical power is provided by a combination of their own power systems and by the Federal Power Commission’s supply system. Luismin operates hydroelectric and back-up diesel generators which are interconnected with the Federal Power Commission’s supply system.

     The Santa Rita mining area is located three kilometres upstream from Tayoltita. The ore from the Santa Rita mine is trucked along a winding road that follows the Rio Piaxtla to the Tayoltita mill.

     The San Antonio mining area is located seven kilometres west of the Tayoltita mine in the state of Sinaloa. The mine is accessed, from Tayoltita, by a three kilometre long road along the north side of the Rio Piaxtla and bypassing the town of Tayoltita, to the portal of the San Luis Tunnel, through the tunnel and from the exit, by road, or along the San Antonio river bed to the San Antonio Mill. Infrastructure at the San Antonio mine includes a mill, small campsite, warehouse, analytical fire assay laboratory and maintenance shops. The mill was put in care and maintenance in November 2003.

     The San Dimas district is located in the central part of the Sierra Madre Occidental, a mountain range characterized by very rugged topography with steep, often vertical walled valleys and narrow canyons. Elevations vary from 2,400 metres on the high peaks to elevations of 400 metres in the valley floor of the Piaxtla River.

History

     The San Dimas district has experienced a long mining history. Precious metal production was first reported in 1757. The Spanish continued working several of the mines until the start of the Mexican War of Independence (1810). Mining activity in the district then decreased and did not start-up again until the 1880s when the Tayoltita mine was acquired by the San Luis Mining Company. Later the Contraestaca (San Antonio) mine was discovered along with several large bonanza grade orebodies.

     In 1904, the first cyanide mill in Mexico was built at Tayoltita. By 1940, the Candelaria mine had been mined out and the Candelaria and Contraestaca mines were purchased by the San Luis Mining Company.

     A mining law introduced in 1959 in Mexico required that the majority of a Mexican mining company be held by Mexicans and forced the sale of 51% of the shares of the San Luis Mining Company to Mexicans. In 1961, the Minas de San Luis S.A. de C.V. was formed and assumed operations of the mine. In 1978, the remaining 49% interest was obtained by Luismin S.A. de C.V.

     Historical production through 2002 from the San Dimas district is estimated at 661 million ounces of silver and 9.39 million ounces of gold, placing the district third in Mexico for precious metal production after Pachuca and Guanajuato. Production from the San Dimas district during 2002 was approximately 64,000 ounces of gold and 5.1 million ounces of silver.

Geological Setting

     The general geological setting of the San Dimas district is comprised of two major volcanic successions totalling approximately 3,500 metres in thickness; the Lower Volcanic Group (“LVG”) and the Upper Volcanic Group (“UVG”) separated by an erosional and depositional unconformity.

     The LVG is of Eocene age predominantly composed of andesites and rhyolitic flows and tuffs and has been locally divided into five units. The LVG outcrops along the canyons formed by major westward drainage systems and has been intruded by younger members of the batholith complex of granitic to granodioritic composition. The Socavón rhyolite is the oldest volcanic unit in the district, its lower contact destroyed by the intrusion of the Piaxtla granite.

     More than 700 metres thick, the Socavón rhyolite is host for several productive veins in the district. Overlying the Socavón rhyolite is the 20 to 75 metres thick, well bedded Buelna andesite. The Buelna andesite is overlain by the Portal rhyolite, ranging in thickness from 50 to 250 metres.

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     The overlying productive andesite is more than 750 metres in thickness and has been divided into two varieties based on grain size, but is of identical mineralogy.

     The overlying Camichin unit, composed of purple to red interbedded rhyolitic and andesite tuffs and flows, is more than 300 metres thick. It is the host rock of most of the productive ore shoots of Patricia, Patricia 2, Santa Rita and other lesser veins in the Santa Rita mine.

     The Las Palmas Formation, at the top of the LVG, is made up of green conglomerates at the base and red arkoses and shales at the top, with a total thickness of approximately 300 metres. This unit outcrops extensively in the Tayoltita area.

     The UVG overlies the eroded surface of the LVG unconformably. In the San Dimas district, the UVG is divided into a subordinate lower unit composed mainly of lavas of intermediate composition called Guarisamey andesite and an upper unit called the Capping rhyolite. The Capping rhyolite is mainly composed of rhyolitic ash flows and air-fall tuffs and is up to 1,500 metres thick in the eastern part of the district however within most of the district is about 1,000 metres thick.

     The San Dimas district lies within an area of complex normal faulting along the western edge of the Sierra Madre Occidental. Compressive forces first formed predominantly east-west and east-northeast tension gashes, that were later cut by transgressive north-northwest striking slip faults. The strike-slip movements caused the development of secondary north-northeast faults, with right lateral displacement.

     Five major north-northwest-trending normal faults divide the district into five tilted fault blocks generally dipping 35° to the east. In most cases, the faults are post ore in age and offset both the LVG and UVG. All major faults display northeast-southwest extension and dip from near vertical to less than 55°.

Exploration

     Typical of epithermal systems, the silver and gold mineralization at the San Dimas district exhibits a vertical zone with a distinct top and bottom that Luismin has termed the Favourable Zone. At the time of deposition, this Favourable Zone was deposited in a horizontal position paralleling the erosional surface of the LVG on which the UVG was extruded.

     This favourable, or productive, zone at San Dimas is some 300 to 600 metres in vertical extent and can be correlated, based both on stratigraphic and geochronologic relationships, from vein system to vein system and from fault block to fault block. Using this concept of the dip of the unconformity at the base of the UVG, Luismin is able to infer the dip of the Favourable Zone and with considerable success explore and predict the Favourable Zone in untested areas.

     At the Tayoltita deposit, silver-gold ratios have been a useful exploration tool. In most of the veins, detailed studies have shown that silver-gold ratios increase progressively within the ore zone with the contours strongly elongated along the strike of the vein. The horizontal elongations of the silver-gold ratios are thought to represent the former flow path of the ore fluids which were subhorizontal at the time of the ore deposition suggesting ore shoots can be found along these possible fluid paths.

     Luismin applies a 30% probability factor to the volume of the Favourable Zone to estimate the volume/tonnage of inferred mineral resources that will later be discovered in the zone. For more than 30 years, Luismin has historically and successfully applied the 30% factor. The factor was originally developed by comparing the explored area of the active veins at that time (San Luis, Guadalupe, Cedral, etc.) to the mined out area plus the mineral reserve area.

     Luismin has been able to maintain a 20 year mineral resource base, that, by development on a timely basis, converts the inferred mineral resources into mineral reserves. Thus, Luismin maintains a mineral reserve base, that, at the current mining rate, replaces mined mineral reserves with future mineral reserves.

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Deposit Types and Mineralization

     The deposits of the San Dimas district are high grade, silver-gold-epithermal vein deposits characterized by low sulphidation and adularia-sericitic alteration formed. As is common in epithermal deposits, the hydrothermal activity that produced the epithermal vein mineralization began a few million years after the intrusion of the closely associated plutonic rocks and several million years after the end of the volcanism that produced the rocks that host the hydrothermal systems. Older veins appear more common in the eastern part of the district whereas younger veins are found in the western part.

     The mineralization is typical of epithermal vein structures with banded and drusy textures. Within the district, the veins occupy east-west trending fractures except in southern part of Tayoltita where they strike mainly northeast and in the Santa Rita mine where they strike north-northwest. The veins were formed in two different systems. The east-west striking veins were the first system developed, followed by a second system of north-northeast striking veins. Veins pinch and swell and commonly exhibit bifurcation, horse-tailing and cymoidal structures. The veins vary from a fraction of a centimetre in width to 15 metres, but average 1.5 metres. They have been followed underground from a few metres in strike-length to more than 1,500 metres. Three major stages of mineralization have been recognized in the district: (1) an early stage; (2) an ore forming stage; and (3) a late stage quartz.

     Three distinct sub-stages of the ore forming stage also have been identified, each characterized by distinctive mineral assemblages with ore grade mineralization always occurring in the three sub-stages: (1) quartz-chlorite-adularia; (2) quartz-rhodonite; and (3) quartz-calcite.

     The minerals characteristic of the ore forming stage are composed mainly of white, to light grey, medium to coarse grained crystalline quartz with intergrowths of base metal sulphides (sphalerite, chalcopyrite and galena) as well as pyrite, argentite, polybasite, stromeyerite, native silver and electrum.

     The ore shoots within the veins have variable strike lengths (5 to 600 metres), however, most average 150 metres in strike length. Down-dip extensions are up to 200 metres but are generally less than the strike length.

Drilling

     Exploration of the Favourable Zone at the San Dimas district is done both by diamond drilling and by underground development work. Diamond drilling is predominantly done from underground stations due to the rugged topography, and the distances from the surface locations to the targets. All exploration drilling and the exploration underground development work is done in-house by Luismin. Diamond drilling is of NQ/HQ size with excellent core recoveries (in the range of +95%) at a cost of approximately $45 per metre.

     Luismin conducts a continuous program of exploration/development diamond drilling throughout the year at each of their mines with their own rigs. Twelve diamond drill rigs and crews are employed in the mines. Generally, two rigs are stationed at the San Martin mine with eight rigs in the mines at San Dimas.

Sampling Method and Approach

     Other than the control samples collected at the mill for material balance, two principal types of samples are collected daily from the mine workings: (1) samples of the mineralized zones exposed by the mine workings; and, (2) samples of the diamond drill core from the exploration/development drilling. Samples are also collected, but on a less routine basis, from mine cars and from the blasted rock pile in a stope.

     Individual samples collected from a mineral shoot in certain veins can show considerable variation both vertically and horizontally in the vein as observed by samples from subsequent slices of the stope or from samples taken from the top of the pile of blasted rock in the stope compared to the samples from the back. Grade control in these veins is achieved in part by the considerable number of samples taken.

     Drill core samples, after being sawn in half, are bagged, tagged and sent to the mine assay laboratory. Several hundreds of samples are collected and processed every month at the mine assay laboratories.

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Sample Preparation, Analysis and Security

     In the San Dimas district, the mine workings are sampled under the direction of the Luismin Geological Department initially across the vein, at 1.5 metres (5 feet) intervals, with splits along the sample line taken to reflect geological changes. No sample length is greater than 1.5 metres. Once the ore block has been outlined and the mining of the block begun, the sample line spacing may be increased to three metres. Sampling is done by chip-channel, the channel approximately 10 centimetres wide, cut across the vein. Sample chips of similar size are collected on a canvas sheet, then broken into smaller sized fragments, coned and quartered to produce a 1 to 2 kilogram sample, which is sent for fire assay to the mine assay laboratory. Sampled intervals are clearly marked on the underground rock faces with spray paint.

     Samples are crushed, homogenized, ground and split at the mine assay laboratory to produce a 10 gram representative pulp sample for fire assaying. Routine quality control is carried out with every tenth sample repeated as a check assay done at the mine assay laboratory, and check assays between the Luismin mine laboratories. Routine assaying of standards is also carried out at the mine assay laboratory.

Mineral Reserves and Mineral Resources

     Luismin’s policy is to develop and maintain a mineral resource base of over 20 years with respect to its overall operations by converting, through development, the mineral resources into mineral reserves on a yearly basis.

     Rather than calculating mineral resources/mineral reserves over a minimum mining width and then applying corrections for dilution and mine losses to determine mineral reserves, the method presently used by Luismin is to estimate the reserve in each of the underground mining blocks by using the conventional mining block estimation methods for underground mines and later applying a tonnage and grade correction to determine mineable mineral reserves.

     Mineral Reserves and Mineral Resources are estimated using the CIM Standards. See “Technical Information — Summary of Ore/Mineral Reserves and Mineral Resources — CIM Standard Definitions” for CIM Standard definitions.

     The following table sets forth the estimated Mineral Reserves for the three properties in the San Dimas district as at December 31, 2003:

Proven and Probable Mineral Reserves^{(1)(2)(3)(4)(5)}

				Grade				Contained Metal
Deposit	Category	Tonnes		Silver		Gold		Silver		Gold
				(grams per tonne)		(grams per tonne)		(ounces)		(ounces)
Tayoltita	Proven		390,000		374		3.69		4,676,000		46,000
	Probable		790,000		362		3.38		9,260,000		86,000
	Proven + Probable		1,180,000		366		3.49		13,930,000		133,000
Santa Rita	Proven		130,000		382		2.59		1,570,000		11,000
	Probable		130,000		439		3.00		1,790,000		12,000
	Proven + Probable		250,000		410		2.79		3,360,000		23,000
San Antonio	Proven		360,000		469		7.66		5,430,000		89,000
	Probable		440,000		495		8.99		7,010,000		127,000
	Proven + Probable		800,000		483		8.39		12,400,000		216,000
Total	Proven		880,000		414		5.16		11,670,000		145,000
	Probable		1,360,000		412		5.16		18,060,000		226,000
	Proven + Probable		2,240,000		413		5.16		29,730,000		371,000

(1) The Mineral Reserves for the properties in the San Dimas district set out in the table above have been estimated by Luismin and audited by Randy V. J. Smallwood, P.Eng., who is a qualified person under NI 43-101.

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(2)	Cut-off grades based on total operating cost were $47 per tonne for Tayoltita, $48 per tonne for Santa Rita and $55 per tonne for San Antonio.
(3)	The tonnage factor is 2.7 tonnes per cubic metre.
(4)	Cut-off values are calculated at a price of $5.50 per troy ounce for silver and $350 per troy ounce for gold.
(5)	Numbers may not add up due to rounding.

     The following table sets forth the estimated Inferred Mineral Resources for the three properties in the San Dimas district as at December 31, 2003:

Inferred Mineral Resources ^{(1)(2)(3)(4)(5)(6)}
(excluding Proven and Probable Mineral Reserves)

		Grade
Deposit	Tonnes	Silver		Gold
		(grams per tonne)		(grams per tonne)
Tayoltita	5,400,000		308		2.9
Santa Rita	2,700,000		327		2.2
San Antonio	4,900,000		322		4.5
Total	12,900,000		317		3.3

(1)	The Inferred Mineral Resources for the properties in the San Dimas district set out in the table above have been estimated by Luismin and audited by Randy V. J. Smallwood, P.Eng., who is a qualified person under NI 43-101.
(2)	Cut-off grades based on total operating cost were $47 per tonne for Tayoltita, $48 per tonne for Santa Rita and $55 per tonne for San Antonio.
(3)	The tonnage factor is 2.7 tonnes per cubic metre.
(4)	Cut-off values are calculated at a price of $5.50 per troy ounce for silver and $350 per troy ounce for gold.
(5)	Inferred Mineral Resources are not known with the same degree of certainty as Proven and Probable Mineral Reserves and do not have demonstrated economic viability.
(6)	Numbers may not add up due to rounding.

Mining Operations

     Underground gold and silver mining operations are carried out at the Tayoltita, Santa Rita and San Antonio mines. The operations employ cut-and-fill mining with LHD equipment and primary access is provided by adits and internal ramps. The ore processing is by conventional cyanidation followed by zinc precipitation of the silver and gold for production of doré.

Tayoltita Area

     The Tayoltita area includes the oldest operating mine in the San Dimas area. The main access is a 4.4 kilometres tunnel from a portal approximately 400 metres northeast of the Tayoltita mill. About 570,000 cubic feet per minute of ventilation is supplied by a combination of natural flow from the access tunnel as well as fan driven through a system of raises. Raises for ventilation and ore and waste passes are typically developed with boring machines.

     The mining method employs mechanized cut-and-fill mining on vein mineralization using waste rock as backfill. The veins vary from 1 to 3 metres in width and generally dip at 75° to 80°.

     Production drilling is completed with jackleg drills or single boom jumbos depending on the vein thickness. Ore is hauled from the stoping areas, using LHD equipment, then by rail haulage to surface through the main access tunnel. The rail haulage has a trolley system using 8 tonne cars. Primarily because of the efficient ore transport system, Tayoltita has the lowest overall operating costs and cut-off grade in the San Dimas area.

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     The development of the San Luis Tunnel to connect the San Antonio mining area to the Tayoltita mining area has allowed the development of the Santa Lucia and El Oro veins. This mining area is characterized by veins that dip 75°, with variable widths, and is currently being developed as an important mining area for Tayoltita. In 2002 a new surface route with no crossings of the Rio Piaxtla and bypassing the town of Tayoltita was completed to connect the Tayoltita mill and the San Luis tunnel.

Santa Rita Area

     The Santa Rita area main access is by adit approximately three kilometres to the northeast of the Tayoltita mill site. The mining method employs cut-and-fill mining on vein mineralization. The vein dip can vary from subvertical to as low as 35°. In some of the flatter lying areas, the vein thickness allows for a room and pillar mining operation. Ventilation is maintained by three exhaust fans providing 530,000 cubic feet per minute.

     The ore haulage is by LHD equipment either to an internal shaft or directly to rail haulage on the main access tunnel where 2.5-tonne rail cars are used on a trolley line to surface. The shaft employs a double drum hoist with 2.2-tonne skips. Luismin plans to connect the rail haulage to the Tayoltita tunnel, which will considerably reduce ore transport costs. Currently the ore is loaded at the portal for surface haulage along a narrow winding road to the Tayoltita mill.

San Antonio Area

     The San Antonio area is located northwest of Tayoltita and is connected by 20 kilometres of winding dirt road over the mountains. In 2001, the San Luis Tunnel was completed which provides for easier access between San Antonio and Tayoltita as well as integration of support services of the two locations.

     Mining operations at San Antonio work veins that vary in thickness from one to six metres and employ mechanized cut-and-fill mining methods. Ventilation is by a combination of natural and fan forced supplying 290,000 cubic feet per minute to the operations. Ore haulage is by a combination of LHD equipment as well as rail and trucks which can dump directly into the San Antonio crusher.

     The San Antonio site includes a mill and some limited accommodation for the workforce. Luismin ended milling operations at San Antonio in November 2003 and since then all mine production has been sent to the Tayoltita mill using the San Luis Tunnel and a haulage route that includes a short tunnel on the north side of the Piaxtla River and a road to the exit of the San Luis tunnel. This allows the haulage of the ore to the Tayoltita mill without going through the townsite.

     Termination of the San Antonio milling operations was chosen as a new tailing area is required and efficiencies have been realized by a central milling facility for the San Dimas area.

Milling Operations

     Milling operations are carried out at Tayoltita. The Tayoltita mill processes ore from the Tayoltita, Santa Rita and San Antonio mining operations and has a production capacity of 1,600 tonnes per day. The mill facility is a conventional operation that employs cyanidation and zinc precipitation for recovery of the gold and silver.

Tayoltita Mill

     In 2003, the Tayoltita mill averaged 1,061 tonnes per day with recoveries of 93% silver and 97% gold. Since December 2003, current crushing capacity is 1,500 tonnes per day and 1,600 tonnes per day in the Chemical Treatment area.

     The Tayoltita mill employs fine crushing and single stage ball milling to achieve 80% passing 200 mesh. Leaching is completed in a series of tanks providing 72 hours of leach residence time. The pregnant solution is recovered in a CCD circuit with the gold and silver recovered from solution in a zinc precipitation circuit. Tailings are pumped up gradient by a newly installed single stage pumping station to the tailings impoundment area in a box canyon east of the mill site. The gold and silver precipitate is refined from both the Tayoltita and the San Antonio mills. Refining uses an induction furnace to produce 1,000 ounce silver and gold doré bars.

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     The Tayoltita mill has undergone a series of plant expansions over its operating life which has resulted in three small ball mills in parallel as well as a series of small tanks in the leaching and CCD circuit. Another expansion at Tayoltita is currently under way to replace the San Antonio mill capacity. This expansion includes additional leaching, thickening and clarification equipment together with a new single stage tailings pumping system and a new tailings pipeline. The new tailings pipeline incorporates spill protection for the aerial crossing of the Rio Piaxtla.

San Antonio Mill

     The San Antonio mill had a similar flowsheet to that of the Tayoltita mill, with the exception of the crushing circuit, where three stages of crushing were used instead of two to achieve a finer product size prior to grinding. The gold and silver precipitate from the filter press was transported to Tayoltita for processing. The mill layout was complicated by the steep walled canyon setting and equipment was located on both sides of the river.

     In 2003, before its closure in November, the San Antonio mill had milled 40,000 tonnes of ore with recoveries of 97% silver and 99% gold. The mill capacity was 400 tonnes per day.

Environmental Upgrades to Tailings Management

     Luismin’s practice in the design and operation of tailings containment sites in the San Dimas district complies with the requirements of Mexico and with the permits issued for the dam. Improvements will be necessary to bring all of the tailings dam designs and operations up to World Bank standards. Wheaton is ensuring that future tailings sites will be designed to appropriate World Bank standards.

     SRK Consulting (“SRK”) was engaged by Wheaton in January 2002 to complete an environmental due diligence of the Luismin operations. This review included a cost estimate to remediate any existing environmental liabilities and construct additional tailings storage capacity to sustain the ongoing operations. Since then, all necessary steps have been taken to diminish the existing environmental liabilities.

     Luismin’s practice has been to discharge tailings from the cyanidation mills to unlined structures designed to settle the solids and collect solutions for recycle to the milling operations. The containment dams are typically constructed with cyclone underflow with the overflow draining to decant structures in the central portion of the dam. The tailings containment sites have not been subjected to comprehensive geotechnical investigations before construction, normal safety factors in dam design, seepage monitoring or control, nor controls on public or wildlife access to cyanide solution ponds or pumping installations.

     The deficiencies with the tailings management aspect of the operations are recognized by Luismin and capital investments are currently being made to upgrade the containment structures and upgrade operations to bring them more in line with accepted practice. Luismin is also evaluating various technologies to reduce the environmental impact of the tailings operations. Enforcement of regulatory requirements in Mexico is becoming more stringent and higher operating standards can be expected in the future. The planned capital expenditures by Luismin should keep the operations compliant with the operating standards required in Mexico. AMEC Earth & Environmental Limited (“AMEC”) is currently assisting in these operations.

Tayoltita Tailings

     The very rugged mountainous terrain and steep walled canyons in the San Dimas district have presented formidable challenges to the tailings management aspect of the operations. The Tayoltita operation has developed numerous tailings disposal sites in the valley near the mill and in more recent years, the tailings dam has been moved up the valley to the east of the mill. Previous operations, which relied on ten pumping stations to elevate the tailings to the containment site were modified by increasing the pumping capability and eliminating the pump stations. Secondary containment of the tailings supply lines was also constructed. The solution return line crosses the river and it is presently suspended by cables, without provision for spill containment in case of line failure. Plans are to relocate the line to the new bridge crossing in the near future which is designed to provide for spill containment in case of line failure.

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     The historical construction practice has been to gradually build containment basins on the steep hillsides using thickened tailings while continuously decanting the solutions for recycle to the mill. On abandonment, the dried tailings have been left to dehydrate and efforts to establish a natural vegetation cover are undertaken. The abandoned dams in the area are subject to erosion and instability until remediation measures are taken. On three of the older tailings dams near the Tayoltita mill, the land has been reclaimed for use as a soccer field, a softball field and a garden nursery.

     Monitoring of the Piaxtla River downstream of the Tayoltita tailings deposits has not shown any environmental impact on the water quality but is expected to be impacted with higher suspended solids in periods of heavy rainfall.

     Under the current plan, the Tayoltita mill operation will be expanded to process all ore mined in the district and will require an expansion of the tailings storage capacity. AMEC assessed the stability of the Cupias tailings dam in 2003, and determined that operational controls, together with stabilization berm construction, could be provided to increase the stability of the dam. Construction of the berm commenced in early 2004. AMEC also assessed options for increasing the capacity of the dam. The preferred option involves the implementation of a tailings filtering process in the plant which would reduce the moisture content of the tailings thereby reducing the cyanide loading to the impoundment. The tailings impoundment would be subsequently raised with the deposition of filtered tailings within the limits of the existing tailings impoundment.

San Antonio Tailings

     The San Antonio tailings deposition site is located in a tight river bend in a steep walled river valley downstream of the mill operation. The river has been diverted through two tunnels which have been excavated in the canyon wall on the inside of the river bend. A third tunnel for road access has been excavated. The third tunnel serves as an additional channel for the river in high flow periods. The tailings containment dam was established by stacking high density tailings from cyclone underflow and decanting the solution to a drainage channel for recycle to the mill. The containment dams are buttressed with concrete walls on the upstream side and waste rock on the downstream side. The current height of the tailings is estimated at 70 metres above the floor of the canyon.

     With the capacity of the dam nearly exhausted in November 2003, deposition of tailings in the dam was terminated and the San Antonio mill put into care and maintenance.

     Prior to 1993, two tunnels were in place. During Hurricane Lidia (September 1993), the two tunnels were plugged with sediment and trees and the river washed out the tailings deposit. Due to concerns associated with stability of the dams, maintenance of the diversion tunnels, and the ability of the facility to withstand an extreme storm event or hurricane over the long term, Knight Piésold was retained to carry out a stability assessment of the dams and to develop conceptual closure design options for the tailings facility. The results of stability analyses indicated that the tailings pile was marginally stable. Based on the results of the analyses, Knight Piésold assessed two closure options: construction of a significant buttress to stabilize the tailings facility in place or removal of the tailings for disposal in a new facility or alternate location. The results of the assessment indicated that the preferred alternative would be to buttress the facility.

     Another option being investigated is the development of a hydroelectric dam to offset the construction costs associated with closure of the tailings facility.

San Martin

Property Description and Location

     Compañía Minera Peña de Bernal S.A. de C.V., a wholly-owned subsidiary of Lusmin, holds the mining concessions covering 12,992 hectares at the San Martin mine in the state of Quéretaro.

      The San Martin mine presently consists of two underground mines, San José and San Martin. The San Martin deposit/mine is approximately 700 metres north-northeast of the San José deposit/mine. Luismin commenced mining early in 1994 on the San José deposit with an open pit operation that was later abandoned and mining continued underground.

     The San Martin mine site is located northwest of Mexico City, in the state of Querétaro. The mine is near the towns of Tequisquiapan and Ezequiel Montes, and is immediately to the north of the town of San Martin with a population of approximately 2,000. The major city of Querétaro, with a population of approximately 1 million is about 50 kilometres southwest of San Martin.

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Accessibility, Climate, Local Resources, Infrastructure and Physiography

     Access to the San Martin mine, from the City of Querétaro is approximately 40 kilometres southeast, on the Querétaro to Mexico main highway to the city of San Juan del Rio, then 35 kilometres northeast to the town of Ezequiel Montes, then approximately 3 to 5 kilometres from Ezequiel Montes to the town of San Martin.

     The climate in the mine area is semi-arid, characterized by relatively low rates of precipitation. Average annual rainfall is 479 millimetres with about 95% occurring during the summer months. The average annual temperature is 12 degrees Celsius.

     The mine area is located along a prominent hill that rises above the generally flat countryside. Much of the flat countryside is irrigated for the cultivation of grain crops. Several maguey plantations for the production of Tequila are also present in the area. The hillside is covered with small scrub bushes and grasses suitable typically for the raising of goats.

     Most of the mine personnel are contract labour who live in the nearby villages and towns. The City of Querétaro is a major urban centre.

     The infrastructure at the San Martin mine is typical of a small mining operation with the site composed of mine offices, repair shops, laboratory, warehouse and eating facilities for mine personnel.

     Water is supplied to the mine site by a 4 inch pipe with a 120 horsepower electric pump connected to a municipal well at the Hacinda Ajuchitlan some 6 kilometres from the mine. An additional source of water comes from the underground operations which accounts for 55% of the total consumption. Electrical power is supplied by the Federal Power Commission. The mine has two emergency generators, 500 kilowatts and 200 kilowatts, to supply power to the mill during a power failure.

     The San Martin mine is located along the west margin of a dacitic dome that rises to the north as a series of smooth prominent hills to an elevation of 2,100 metres approximately 400 metres above the generally flat landscape that predominates to the south.

History

     The deposit was discovered in the eighteenth century and high grade mineralization reportedly was exploited for approximately 40 years, however no production records exist. The first records show the Ajuchitlan Mining and Milling Company produced an estimated 250,000 tonnes at a grade of 15 grams of gold per metric tonne and 100 grams of silver per metric tonne during 1900 to 1924.

     In 1982, Mexico declared a 6,300 hectares National Reserve over the area. In 1986 Luismin reached an agreement to work in the National Reserve and initiated an exploration program in 1988.

     Mining began in 1993 at 300 tonnes per day, and in early 1994, production began from open pit operations on the San José deposit. Production has increased, on a yearly basis, since 1993. Current production is 820 tonnes per day.

Geological Setting

     The mineralization at the San Martin mine occurs in tabular breccia zone striking northeast and dipping 70° to 90° east. It occurs within Upper Cretaceous black limestones and calcareous shales of the Soyatal Mexcala Formation and varies in width from 1 to 10 metres but averages about 3 metres. The breccia zone appears in a structural window on the western side of a Tertiary Rhyolite Dome and has been explored along strike for more than 1,800 metres. The zone appears to be spatially associated with rhyolite dykes and six separate orebodies have been discovered along the zone. These orebodies are believed to be all related to one mineralization event that post mineral faulting broke it into six separate bodies. The faulting has resulted in vertical offsets up to 100 metres and horizontal offsets to 500 metres.

     The breccia zone appears to have developed perpendicular to the direction of greatest stress and parallel to the direction of compression. Locally the mineralization in the upper part of the vertical zone gradually arches to the west to form a horizontal, tabular zone.

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Exploration

     Exploration at the San Martin mine is concentrated along the strike length of the breccia zone. The exploration is carried out using a similar approach to the other Luismin properties. In-house diamond drilling initially tésts selected targets, which is followed by underground development that outlines mineral reserves. Target selection is assisted by geophysical surveying that has included magnetics, induced polarization and resistivity. The resistivity surveys have been particularly successful in outlining the quartz breccia and several promising resistivity anomalies to the northeast remain to be tested.

     Exploration is also carried out some 50 kilometres west of San Martin at the San Pedrito project and has been concentrated on the Paulina vein. A decline is presently being driven to the inferred mineral resource to confirm the mineral resource estimate and to outline a mineral reserve. Luismin plans to truck the mineral ore to the San Martin mill for processing.

Deposit Type and Mineralization

     The deposit is an epithermal precious metal (silver-gold) type related to Tertiary rhyolitic intrusives.

     Mineralization occurs as electrum and silver selenide minerals associated principally with quartz and lesser calcite. Evidence of multiple intrusions of quartz with banding and drusy crystal masses observed in the brecciated zone are indicative of open space deposition.

Drilling

     Drilling at San Martin is done by mine staff (drilling crews) with the exploration/development drilling carried out continuously by two diamond drilling rigs owned by Luismin. Additional drilling support is brought in on a contract basis as needed.

Sampling Method and Approach

     Sampling of diamond drill core and underground channel chip samples are carried out in the same manner as at Luismin’s San Dimas mines. Samplers at San Martin have been trained at the San Dimas mines.

Mineral Reserves and Mineral Resources

     Mineral Reserves and Mineral Resources are estimated using the CIM Standards. See “Technical Information — Summary of Ore/Mineral Reserves and Mineral Resources — CIM Standard Definitions” for CIM Standard definitions.

     The following table sets forth the estimated Mineral Reserves for the San Martin mine as at December 31, 2003:

Proven and Probable Mineral Reserves^{(1)(2)(3)(4)(5)}

			Grade				Contained Metal
Category	Tonnes		Silver		Gold		Silver		Gold
			(grams per tonne)		(grams per tonne)		(ounces)		(ounces)
Proven		520,000		60		3.83		1,000,000		64,000
Probable		330,000		59		4.66		630,000		50,000
Total		850,000		60		4.15		1,640,000		114,000

(1)	The Mineral Reserves for the San Martin mine set out in the table above have been estimated by Luismin and audited by Randy V. J. Smallwood, P.Eng., who is a qualified person under NI 43-101. The above mineral reserves do not include San Pedrito, which is discussed below.
(2)	Cut-off grades based on total operating cost were $26.37 per tonne.
(3)	The tonnage factor is 2.7 tonnes per cubic metre.
(4)	Cut-off values are calculated at a price of $5.50 per troy ounce of silver and $350 per troy ounce for gold.
(5)	Numbers may not add up due to rounding.

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     The following table sets forth the estimated Inferred Mineral Resources for the San Martin mine as at December 31, 2003:

Inferred Mineral Resources^{(1)(2)(3)(4)(5)}
(excluding Proven and Probable Mineral Reserves)

	Grade
Tonnes	Silver		Gold
	(grams per tonne)		(grams per tonne)
1,200,000		60		4.27

(1)	The Inferred Mineral Resources for the San Martin mine set out in the table above have been estimated by Luismin and audited by Randy V. J. Smallwood, P.Eng., who is a qualified person under NI 43-101. The above mineral resources do not include San Pedrito, which is discussed below.
(2)	Cut-off grades based on total operating cost were $26.37 per tonne.
(3)	The tonnage factor is 2.7 tonnes per cubic metre.
(4)	Cut-off values are calculated at a price of $5.50 per troy ounce for silver and $350 per troy ounce for gold.
(5)	Inferred Mineral Resources are not known with the same degree of certainty as Proven and Probable Mineral Reserves and do not have demonstrated economic viability.

Mining Operations

     The San Martin operation consists of underground mining and milling facilities with a rated capacity of 820 tonnes per day. Unlike the other four operations of Luismin, the San Martin mine is primarily a gold mine with some silver production. In 2003, the mill processed 276,481 tonnes at a grade of 4.28 grams of gold per tonne and 82 grams of silver per tonne, at an operating cost of $28 per tonne.

     The main mine access is by tunnels with portals located less than 300 metres from the mill site. Ventilation is provided by natural means as well as by surface mounted fans. The mine employs mechanized cut-and-fill using waste rock from development to backfill stoping areas.

     The San Martin mineralization at higher elevations is a manto type with thicknesses up to 6 metres. Mineralization at depth narrows to veins with dips of 80° to 85°. As with the San Dimas mines, the ground conditions are good and minimal ground support is used in the mine. The San Martin mine is operated by a contractor under contract unit rates for ore delivered to the mill as well as unit rates for mine development work.

Milling Operations

     The San Martin mill is a conventional cyanidation mill with a rated capacity of 820 tonnes per day. The mill flowsheet employs fine crushing and ball milling followed by cyanide leaching. The flotation concentrate from the La Guitarra operation as well as some concentrates from other non-Luismin operations is also leached in the San Martin mill. Gold and silver are recovered with zinc precipitation and refined to doré. In 2003, the San Martin mill operated at an average rate of 917 tonnes per day and achieved recoveries of 64% silver and 96% gold. Total production was 36,000 ounces of gold and 465,000 ounces of silver.

Environmental Upgrades to Tailings Management

     The tailings at the San Martin operation are deposited in two active impoundment cells covering an area of approximately 10 hectares. The cells are located in valley fill style construction with the containment structures built with the coarser higher density underflow from a cyclone operating at the tailings line discharge. The highest area of the cell containment is currently 27 metres.

     The San Martin structures have not had the benefit of detailed geotechnical or hydrological investigations prior to their construction. The due diligence conducted by SRK in 2002 identified stability concerns associated with the tailings dams. Other concerns included the limited storage capacity for storm water at the surface of the

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impoundments, and deposition practices that lead to poor consolidation of the tailings within the impoundment. In the recent operating history at San Martin, a waste rock buttress was added to the highest cell wall that had showed signs of slope failure.

     AMEC was selected among a group of consultants interviewed and an evaluation plan was laid out in 2002 for the investigation into the tailings dam stability and for the development of options for dealing with the impoundment. AMEC conducted a site investigation program in November 2002 in order to characterize the strength of the tailings and assess the stability of the tailings dam. The site investigation and stability analysis indicated that there were stability concerns with the existing impoundment.

     Monitoring and water balances of the San Martin tailings operation indicate that seepage is occurring from the tailings area and that cyanide is evident in groundwater wells down gradient from the tailings cells. The adjacent lands have recently been purchased and dewatering wells have been established to pump contaminated groundwater back to the mill circuit. A trench to bedrock has also been excavated downstream of the tailing area to monitor seepage from the active tailings area and to supplement the wells for the collection of groundwater. Based on an analysis of the sample data, a review of the tailings permeability and the quantity of solution being pumped back, AMEC concluded that the existing interception and collection system is intercepting most of the theoretical maximum seepage from the impoundment. Wheaton has not obtained any indemnities from the vendors of Luismin against potential environmental liabilities that may arise from seepage occurring from the tailings area at the San Martin operation.

     AMEC assessed a number of options for both stabilizing the impoundment and providing on going storage capacity for tailings. The result of the assessment concluded that filtering and dry stacking of the tailings within the existing tailings impoundment would be the preferred option for the expansion of the San Martin tailings facility. AMEC designed an earthen buttress to increase the stability of the dams; construction of the buttress commenced in January 2004.

Exploration Properties

     In addition to its operating mines, Luismin owns or has an interest in 23 exploration properties throughout Mexico. The properties range from the more advanced exploration stage to preliminary grassroots stage.

     Five of the properties are considered more advanced, twelve of the properties are in an intermediate stage, and the remainder are at a grassroots exploration level.

     Of the 23 exploration properties, only one, San Pedrito, is currently being explored and developed by Luismin. There are six properties which are subject to joint venture agreements.

San Pedrito Project

     The San Pedrito project is located 2 kilometres north of Querétaro City and 45 kilometres west of the San Martin mine. The San Pedrito project consists of numerous epithermal quartz-calcite veins containing high-sulphidation gold-silver mineralization hosted in andesite.

     The San Martin mill suffers from low silver recoveries (around 60%) and preliminary test work has indicated that blending San Pedrito material with higher silver to gold ratios with San Martin ore may improve silver recoveries up to 75%.

     With the objective of supplying some higher silver to gold ratio ore to the San Martin mill in late 2001, Luismin began development of a decline.

     Exploration has continued during the past two years, not only in the Paulina vein, which is the most explored so far, but also on Los Cuates and other small veins parallel to Paulina. During the period covering from 2003 to the present around 5,000 metres of DDH have been drilled throughout the whole area, along with

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some development in two declines: Paulina y Los Cuates. Development to date has resulted in the following reserves being defined, as of December 31, 2003:

Proven and Probable Mineral Reserves^{(1)(2)(3)(4)(5)(6)}

			Grade				Contained Metal
Category	Tonnes		Silver		Gold		Silver		Gold
			(grams per tonne)		(grams per tonne)		(ounces)		(ounces)
Proven		10,000		217		0.44		90,000		200
Probable		170,000		240		0.80		1,300,000		4,300
Total		180,000		239		0.78		1,390,000		4,500

(1)	The Mineral Reserves for the San Pedrito project set out in the table above have been estimated by Luismin and audited by Randy V. Smallwood, P.Eng., who is a qualified person under NI 43-101.
(2)	Cut-off grades based on total operating cost were $30.50 per tonne.
(3)	All Mineral Reserves are diluted.
(4)	The tonnage factor is 2.7 tonnes per cubic metre.
(5)	Cut-off values are calculated at a price of $5.50 per troy ounce of silver and $350 per troy ounce for gold.
(6)	Numbers may not add up due to rounding.

     The following table sets forth the estimated Inferred Mineral Resources for the San Pedrito project as at December 31, 2003:

Inferred Mineral Resources^{(1)(2)(3)(4)(5)(6)}
(excluding Proven and Probable Mineral Reserves)

	Grade
Tonnes	Silver		Gold
	(grams per tonne)		(grams per tonne)
900,000		218		0.6

(1)	The Inferred Mineral Resources for the San Pedrito project set out in the table above have been estimated by Luismin and audited by Randy V. Smallwood, P.Eng., who is a qualified person under NI 43-101.
(2)	Cut-off grades based on total operating cost were $30.50 per tonne.
(3)	All Mineral Reserves are diluted.
(4)	The tonnage factor is 2.7 tonnes per cubic metre.
(5)	Cut-off values are calculated at a price of $5.50 per troy ounce for silver and $350 per troy ounce for gold.
(6)	Inferred Mineral Resources are not known with the same degree of certainty as Proven and Probable Mineral Reserves and do not have demonstrated economic viability.

     Exploration and development will continue through 2004 with ore hauled over paved public highways approximately 65 road kilometers east to the San Martin mill.

Markets and Contracts

     The gold and silver doré in the form of bullion produced from the mines is shipped to the Johnson Matthey refinery in Salt Lake City, Utah. The terms of the refinery contract provide for return of 99.8% of the gold and silver content with treatment charges of $0.14 per troy ounce of doré and refining charges of $1.00 per troy ounce of gold. Payment was the charges is due after 20 days following receipt of the bullion at the refinery.

     The Luismin doré is a clean product with few impurities. In addition to the current refinery used by Luismin, there are numerous other refineries around the world which could be used to process the doré.

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Capital Costs

     Capital costs for the Luismin operations have been developed for a ten year operating life that includes mining and processing the Inferred Mineral Resources.

     In addition to the capital costs to sustain the existing operations, there are a series of capital expenditures required to achieve planned increases in production as well as to address environmental deficiencies that have been identified. The capital expenditures planned for the next five years are required for environmental work at all existing operations and expansions of production capacity at Tayoltita and San Martin. Expenditures are also planned to bring the San Pedrito deposit into production to supply ore to the San Martin mill.

Capital Expenditures for Environmental Mitigation and Expansion

     The environmental capital expenditures planned for 2003 to 2006 were primarily for remediation work on existing tailings operations at the four mine sites that was identified by an environmental due diligence review completed by SRK for Wheaton in February 2002. Subsequently, AMEC and Knight Piesold were engaged to do the pertinent studies for the remediation of the safety factor of the tailing dam slopes. The studies were completed and the estimated cost ($11 million) was in line with the original preliminary estimates.

     The remediation work has commenced at San Martin and is 50% complete. Remediation work at San Dimas will start in the second quarter of 2004.

Capital Expenditures for Expansion of Production

     The capital requirements to meet the planned changes and expansions to the operations have been estimated by the Luismin internal engineering group. The capital is required to replace the San Antonio milling operations by expanding the existing Tayoltita mill. The Tayoltita mill capacity was planned to increase in 2004 to a total installed capacity of 2,100 tonnes per day from a current capacity of 1,600 tonnes per day. The work plan for 2003 was successfully completed and the rest of the work is progressing on time and within budget, as well as drilling and drifting for the conversion of mineral resources into mineral reserves.

     An increase in mining and milling capacity at San Martin was also planned to bring the plant to 1,200 tonnes per day, including the corresponding mine development and infrastructure. The additional tonnage for the San Martin mill will be supplied from the San Pedrito mine currently in development and will require the ore to be trucked 65 kilometres. The increase in production is planned to start in 2004. Capital expenditures of $7.6 million are budgeted for San Martin over the next five years to expand the capacity from 800 tonnes per day to 1,200 tonnes per day and bring the San Pedrito satellite mine into production.

     During 2003, capital expenditures were $2.7 million in San Dimas and $2.3 million in San Martin for the expansion in the plants. Also an additional $4.7 million was spent for drilling, drifting and infrastucture in transformation of mineral resources into mineral reserves.

Taxes

     Corporations in Mexico are taxed only by the Federal Government. Mexico has a general system for taxing corporate income, ensuring that all of a corporation’s earnings are taxed only once, in the fiscal year in which profits are obtained. There are two federal taxes in Mexico that apply to the Luismin operations; an asset tax and a corporate income tax. Corporations have to pay a federal tax on assets at 1.8% of the average value of assets less certain liabilities. Corporate income tax is credited against this tax. Mexican corporate taxes are calculated based on gross revenue deductions for all refining and smelting charges, direct operating costs, and all head office general and administrative costs; and depreciation deductions. The current corporate tax rate in Mexico is 33% (in 2004), decreasing to 32% in 2005.

Statutory Profit Sharing

     Under Mexican Federal Labour Law, Luismin has to distribute a 10% annual profit sharing to its employees based on taxable income. The profit sharing is not deductible when calculating corporate tax. Historically, profit sharing has been minimized through the use of contractors rather than employees.

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Production Estimates

     The current Luismin mine plan includes Inferred Mineral Resources and an expansion plan to reduce operating costs and increase production. This production forecast extends over a period of ten years and more accurately reflects the return that can be expected for the capital expenditure currently planned. The ten year production schedule requires the inclusion of Inferred Mineral Resources in the latter part of the period. If future operations were to be limited only to the current Proven and Probable Mineral Reserve base, the current capital expenditure plan would be considerably reduced. There is no assurance that the Inferred Mineral Resources will be converted into Mineral Reserves.

     Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. Due to the uncertainty which may attach to Inferred Mineral Resources, there is no assurance that Inferred Mineral Resources will be upgraded to Proven and Probable Mineral Reserves as a result of continued exploration. The ten year production schedule is a preliminary assessment which is preliminary in nature and includes Inferred Mineral Resources that are too speculative geologically to have economic considerations applied to them to enable them to be categorized as Mineral Reserves. There is no certainty that the preliminary assessment will be realized.

     The inclusion of Inferred Mineral Resources in the current Luismin production schedule is supported by the following:

• Production has been sustained from the San Dimas deposits for more than 100 years;

• Luismin has been successfully conducting the mine operations at San Dimas for 25 years;

• Capital investment of approximately $25 million is currently planned by Luismin for a 30% production increase over the next 5 years (2004 to 2008);

• Luismin has successfully demonstrated that there is a high probability that Inferred Mineral Resources will be converted into Mineral Reserves;

• In the main production area at San Dimas, Luismin has been able to achieve a conversion of 91% of the Inferred Mineral Resources into Mineral Reserves;

• In the secondary production area at San Martin, Luismin has been able to achieve a conversion of more than 100% of the Inferred Mineral Resources into Mineral Reserves;

• Luismin operating practice has been to convert Mineral Resources into Mineral Reserves after drifting in the mineralization and completion of sampling and mining of the headings; and

• Due to the combination of ever expanding production requirements, limited access to capital, the well understood geology and economic zone of the mineralization, and the historical success of the operations, Luismin has not supported their mine development and Mineral Reserve definition with a high level of diamond drilling prior to mining. This has resulted in a disproportionate level of Mineral Reserve definition prior to mining.

     The Luismin mines are currently on a significant capital investment program that will consolidate production, upgrade tailings management at all mines and achieve a lower cost structure in the future operations.

Peak Mine, Australia

Property Description and Location

     The PGM properties, comprised of New Cobar, Chesney, New Occidental, Peak, Perseverance and Stones Tank, are situated in the vicinity of Cobar which is located approximately 700 kilometres west of Sydney, New South Wales, Australia. The PGM properties include a 100% interest in four consolidated mining leases, a mining lease and two contiguous exploration licences. The leases and licenses cover approximately 350 square kilometres surrounding the Peak Mine. In addition, PGM has a 90% beneficial interest in the Cobar West joint venture with Dominion Gold Operations Pty Ltd. and owns or has joint venture interests in tenements covering

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approximately 500 square kilometres. There is a royalty payable to the State of New South Wales of 3% of gross revenue from the PGM properties.

     Principal mining activities are conducted at the Peak Mine, an underground mine and processing facility. However, actual mining at the Peak deposit ceased in October 2002 and underground mining and development is currently occurring at the New Occidental and Perseverance deposits. Both deposits are accessed by the Peak shaft and utilize the mining and processing infrastructure of the Peak Mine. Surface mining of oxide and sulphide ores recently ceased at the New Cobar deposit, on completion of a small open pit mine. Surface oxide mineralization is also known to exist at the Chesney and Peak deposits. Undeveloped sulphide mineralization occurs at the New Cobar and Chesney deposits and remains at the Peak Mine. A feasibility study for underground mining at New Cobar is currently being completed.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

     The Peak Mine is accessed by a sealed road and regional road access is provided by an all weather highway between Sydney and Adelaide through Cobar. A freight rail service is also available in Cobar. A regional airport services Cobar with regular commercial flights to Dubbo connecting to Sydney. Concentrates are transported by road and rail to ports on the east coast of Australia and subsequently shipped to overseas smelters.

     The Cobar region has a semi-arid climate and receives on average about 352 millimetres of rainfall per year. Temperatures range from an average temperature of 16 degrees Celsius in the winter to 34 degrees Celsius in the summer. There are no permanent waterbodies on the consolidated mining leases. Weather does not significantly affect PGM’s mining operations and mining is conducted year-round.

     The Cobar Water Board supplies untreated water to the Peak Mine via a 130-kilometre dedicated pipeline from the Bogan River west of Nyngan. PGM is entitled to 1,890 million litres per year, although it currently uses on average 300 million litres per year. PGM has agreed to allocate an amount of its entitlement to the Cornish, Scottish and Australian (the “CSA”) copper mine and, as a result, except in certain circumstances, is not allowed to consume more than 1,000 million litres of its water allocation. The Peak Mine itself actually produces some water which is recycled through the operation. Potable water is pumped from the Cobar Shire Council’s water treatment plant to the site.

     Maximum electricity consumption demand is 8.2 mega volt amps and annual consumption is approximately 56.4 gigawatt hours. Power is provided to the Peak Mine via a 132 kilovolt transmission line to a substation at the Peak Mine where it is converted to 11 kilovolts for use on site or transformed on site to lower voltages. Emergency power is available from two 0.8-megawatt diesel generating units on-site which are owned by PGM.

     The landscape is predominantly flat, composed of sandy plains with minor undulations. Cobar is situated 250 metres above sea level. Vegetation is largely semi-arid low woodland, with minor creeks and rivers (usually dry) lined by taller eucalypt species.

History

     There has been sporadic gold mining in the Cobar district since the 1870s. The district was better known for its copper deposits and was one of Australia’s main sources of copper at the turn of the 20^th century. Numerous small gold deposits were discovered in the late 1880s, with the Occidental, New Cobar, Chesney and Peak producing gold in the late 1800s. The greatest period of activity at the Peak Mine was from 1896 to 1911. Most gold mining in the Cobar district ceased by 1920.

     The second phase of sustained mining in the district began in 1935, when New Occidental Gold Mines NL re-opened and operated the Occidental Mine as the New Occidental Mine. The New Cobar (or Fort Bourke) and Chesney mines also re-opened in 1937 and 1943, respectively. Mining again ceased in the district with the closing of the New Occidental Mine in 1952. Between 1935 and 1952, the New Occidental Mine had produced 700,000 ounces of gold.

     Exploration by various companies was conducted through the late 1940s and continues. The Peak Mine deposit was discovered in 1981 and PGM was formed to develop the deposit in 1987. Between 1982 and 1985 a

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total of 30,840 metres were drilled to delineate the Peak Mine deposit. Production commenced at the Peak Mine in 1992.

     Subsequent exploration and investigations lead to the development of the New Occidental and Perseverance deposits.

     Exploration at the Fort Bourke Hill historic workings, including shallow and deep diamond drilling, was conducted from 1989. Following the temporary loss of access to the Peak Mine shaft in mid-1998, PGM developed a trial open pit mine, the New Cobar mine, at the site in October 1998, that continued until March 1999, extracting approximately 105,000 tonnes of ore. This positive result lead to the mining of the New Cobar open pit which produced in excess of 1,000,000 tonnes of ore prior to completion in February 2004.

     Other exploration targets include the Chesney copper-gold, Gladstone, Dapville and Great Cobar deposits that have been identified through on-going exploration activities in the historic mining district.

Geological Setting

     The PGM deposits are found in the Cobar mineral field, a mining district stretching over a 60 kilometre section of the north-south trending eastern margin of the Cobar Basin.

     The deposits of the Cobar field are characterized by a diversity of metal assemblages, from zinc-lead-silver at the Elura deposit to the north through the copper-zinc-lead-silver CSA deposit immediately north of the town of Cobar, to the copper (Great Cobar and Chesney), copper-gold (New Cobar), gold (New Occidental) and gold-copper-zinc-lead-silver deposits (Peak) south of town. This southern, gold-rich section of the Cobar mineral field is known as the Cobar gold field.

     The Cobar gold field is defined as the 10 kilometre long belt of historical gold mines that extend northwards from the Peak area to the Tharsis workings, immediately north of the township of Cobar. Cobar gold deposits are attractive from the perspective that they tend to be high-grade discrete bodies, which are ideally suited to underground extraction. The gold mineralization typically demonstrates excellent metallurgical recoveries and often yields considerable base metal by-products.

     The deposits of the Cobar gold field are structurally controlled vein deposits and hosted by shear zones. They are typically steeply dipping, cleavage-parallel, generally north plunging lodes of short strike length (100 to 300 metres) and narrow width (less than 20 metres), but extensive down plunge extensions (in excess of 1,000 metres).

Exploration

     The Cobar gold field is a mature mining camp that has been extensively explored for gold near surface. The controls on mineralization are well understood and the location of the two principal controlling structures, the GCF and the Peak Shear are well known.

     Recent PGM exploration efforts have focused on examining unexplored or under-explored sections of these two faults and are expected to continue to focus on these structures in the near future. The principal method of exploration is by diamond core drilling. Reverse circulation drilling and “down the hole electromagnetic surveys” in conjunction with induced polarization surveys may be used in near surface oxidized mineralization. PGM currently plans for exploration and evaluation expenditures of Australian $3.8 million in 2004, of which Australian $2.7 million will be spent on drilling.

     PGM staff conduct all exploration programs on the PGM leases. Such exploration programs may include the use of drilling or geophysical contractors, but such work is supervised by PGM employees. In 2003, PGM secured a joint lease agreement over the Rookery South tenements.

Mineralization

     The mineralization is typically associated with extensive silicification, chlorite alteration and a gangue mineralogy dominated by pyrrhotite, pyrite and to a lesser extent, magnetite. The Cobar gold deposits are steeply dipping pipe-like bodies with short surface dimensions but considerable vertical extent. Mineralization

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occurs within high strain zones and is localized in zones of dilation that typically form around flexures in the shears caused by lithological competency contrasts. Base metal mineralization is present along most of the shear systems within the Cobar gold field, and in places attains economic significance. The gold mineralization, in contrast, occurs in very discrete high-grade bodies focused in the zones of maximum dilation.

Drilling

     PGM’s current standard practice is to drill exploration diamond drill holes with HQ, stepping down to NQ/NQ2 core at between 100 and 300 metres depth or when drilling problems are encountered. Delineation drilling of stope blocks for upgrading to Measured Mineral Resources is performed with LTK48-sized core. The sample volume of 1 metre of full LTK48 core is very close to the volume of 1 metre of half NQ core thereby minimizing change of support issues for resource estimation using both sample types.

     Reverse circulation drilling is conducted with 130 to 140 millimetres face-sampling bits to minimize contamination from material in the drill hole walls. Reverse circulation drilling samples are collected by a cyclone operated by the crew of the rig and a representative selection of chips is set aside for later logging by the geologist. Drill cuttings are split directly upon exiting the cyclone.

     Surface drill data available for the Mineral Resource estimate at the New Cobar Mine were acquired in 16 discrete drill programs completed between 1973 and 1997. Of the holes drilled, 444 were selected for use in the Mineral Resource estimate. In 1996 and 1997, a deeper diamond drill program was completed in order to evaluate the sulphide mineralization at the New Cobar Mine.

     During the last period of production at the Chesney deposit, underground diamond drill holes began to be used for grade control. Several programs of surface drilling have been conducted at the prospect with a plan to conduct a drill program from surface in April 2004. In all, six holes are planned to a depth of approximately 350 metres. The oxide mineralization on the property has been drill tested to approximately 100 metres below surface using 100 face-sampling reverse circulation drill holes and 47 percussion drill holes. In addition, several HQ/NQ-sized diamond drill holes tested the deposit at deeper levels below the water table. This drilling was completed in five different drill programs between 1987 and 1996. Of the holes drilled, 147 were selected for use in the Mineral Resource estimate. The unoxidized mineralization at Chesney has been drill tested at approximately 450 metres below surface by nine NQ2 diameter diamond drill holes. Several of the other HQ/NQ diameter diamond drill holes have tested the deposit between 200 to 500 metres below surface. In addition, 16 AX and EX underground diamond core holes were drilled from the lowest level of the mine (270 metres below surface). All 26 of these holes have been used to estimate the tonnage and grade of the mineralized system immediately below the workings.

     New Occidental Mineral Resource estimates are based on 371 drill holes from drilling campaigns between 1945 and 2002.

     Four drilling campaigns were completed in the Peak Mine area between 1997 and 2000, plus a sporadic series of diamond drill holes between 1948 and 1995. The results of 80 drill holes from such programs were used in the Peak oxide resource estimates. The reverse circulation drill programs were sampled every 2 metres and the diamond drill core was sampled on various intervals of less than 2 metres. The underground mine at Peak was in operation from 1992 to 2002. It has a very large and extensive database of exploration and delineation drill holes, underground mapping, muck sampling and production reconciliation data from which to estimate and reconcile a resource. Since the last Mineral Resource estimate all new holes have been drilled using underground drills, LTK48-sized core and whole-core sampling. These are the same drill rigs as currently being used at New Occidental and Perseverance.

     Almost all underground drilling at the Perseverance deposit was completed using HQ, NQ/NQ2 and LTK48-sized drilling equipment, except for a few wedged holes which were completed using heavy duty CHD-series drill rods. HQ-sized equipment was used to establish collars and complete up to 300 metres of parent hole to facilitate off-hole wedging and directional drilling. LTK48 core was used to assess the upper margin of Zone A. Zones B, C and D are drilled much more sparsely. The results of 132 drill holes were used in the Perseverance Mineral Resource estimates.

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Sampling and Analysis

Reverse Circulation Samples

     Reverse circulation drilling samples are collected by a cyclone operated by the crew of the rig and a representative selection of chips is set aside for later logging by the geologist. Drill cuttings are split directly upon exiting the cyclone.

     PGM has recently used face-sampling hammers to minimize sample contamination from drill hole walls and riffle splitters to reduce samples in the field to a size small enough to be pulverized in an LM5 mill without having to resplit/recombine.

     Sampling strategies are devised for individual projects depending on requirements. The sampled intervals can be 1, 2 or 4-metre composites depending on the accuracy required. One-metre samples are retained to allow more detailed analyses at a later date.

Core Samples

     Sample intervals are selected and sample numbers issued by the geologist during logging to cover all potentially mineralized intersections. The decision to sample is based on the presence of significant quartz veining, alteration mineralogy (usually silicification) and/or sulphides. Sample intervals are generally laid out every 1 metre through the mineralized zone, although lesser lengths may be used if a sharp mineralization contact is reached before the end of the last full-metre sample in a zone. Not all core in the hanging wall or footwall, typically consisting of barren Great Cobar Slate or Chesney Formation, is analysed.

     One-metre long samples are taken from half HQ/NQ or whole LTK48 core. HQ/NQ samples are split with a saw, cutting the core at right angles to cleavage, and half of the core is retained on site for future reference. (The volume of these two sample types is very similar so that support issues remain the same for resource estimation). Unsampled mine production core from delineation drilling is discarded. Samples are bagged and collected and blank and standard samples inserted into the numbering stream.

     Samples are then packaged for shipment to the laboratory. PGM assays all of its drill core samples at outside commercial laboratories. The onsite mine laboratory is used only for process control and underground muck samples.

Sample Quality

     Core recovery has generally been very high and is not considered to be causing any difficulties with sample representivity. Reverse circulation drilling recoveries are generally good with local problems near old mine openings and some open fractures in the ground. The location of areas with recovery problems is known and can be plotted.

     PGM has chosen to use a relatively large drill core size in order to minimize known problems with sampling of small high-grade shoots within the deposits. The drill case size appears to affect the estimation of contained gold within the shoots since mill head grades from these areas have historically been somewhat higher than the ore reserve estimates.

     PGM uses outside assay laboratories for all core and reverse circulation chip analysis, whether for exploration or delineation drilling results. All core is analysed for gold, copper, lead, zinc and silver. Other elements may be assayed for depending on the deposit. PGM uses both Analabs and ALS, both registered with the National Association of Testing Authorities in Australia, for contract analytical work and different drill programs or exploration projects will be given to either laboratory. Since 1996, PGM has completed regular checks of assay laboratories and submitted analytical blanks with samples.

     PGM has prepared safety diagrams to check the sample reduction and comminution steps during sample preparation to ensure that representative subsamples are maintained at all stages.

     PGM uses a quality control and checking system to validate the precision and accuracy of the gold and, to a lesser extent, copper assays, and to monitor cleanliness in sample preparation. The quality control system consists of standards, blanks, repeats, pulp duplicates, screen fire assays, inter- laboratory check assaying and inter-laboratory check screen fire assaying.

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     Data validation protocols are built into the date-entry system used by PGM.

Security of Samples

     Core is logged and sampled, and half cores are stored, in a fenced and locked yard behind the main gate at the Peak Mine. The main gate is manned by security personnel 24 hours a day and access to the yard is limited to authorized exploration and mine geology personnel. Samples are collected and shipped to commercial assay laboratories from this location. Sample pulps and field splits of reverse circulation samples are also stored in secure facilities.

Ore Reserves and Mineral Resources

     Ore Reserves and Mineral Resources are estimated using the JORC Code. See “Technical Information —Summary of Ore/Mineral Reserves and Mineral Resources — JORC Code Definitions” for JORC Code definitions.

     The following table sets forth the estimated Ore Reserves for the Peak Mine as at December 31, 2003:

Proved and Probable Ore Reserves^(1)(2)(3)

				Grade				Contained Metal
Deposit	Category	Tonnes		Gold		Copper		Gold		Copper
				(grams per tonne)		(%)		(ounces)		(tonnes)
New Occidental	Proved		—		—		—		—		—
	Probable		1,040,000		7.37		0.14		245,000		1,450
	Total		1,040,000		7.37		0.14		245,000		1,450
Perseverance (Zone A)	Proved		—		—		—		—		—
	Probable		510,000		8.03		1.33		130,000		6,700
	Total		510,000		8.03		1.33		130,000		6,700
New Cobar (underground)	Proved		—		—		—		—		—
	Probable		240,000		5.64		0.57		43,000		1,500
	Total		240,000		5.64		0.57		43,000		1,500
Pit and Stockpiles	Proved		570,000		3.82		0.53		70,000		3,000
	Probable		—		—		—		—		—
	Total		570,000		3.82		0.53		70,000		3,000
Total	Proved		570,000		3.82		0.53		70,000		3,020
	Probable		1,780,000		7.33		0.54		419,000		9,530
	Total		2,350,000		6.48		0.54		489,000		12,540

(1)	The Ore Reserves for the Peak Mine deposits set out in the table above have been estimated by R. Cooper at PGM who is a competent person under the JORC Code. The Ore Reserves are classified as Proved and Probable, and are based on the JORC Code.
(2)	The Ore Reserves were estimated using either a two-dimensional kriging method or a three-dimensional kriging method, constrained by geological and grade domains.
(3)	The following table sets forth the recovery and dilution factors applied to the Mineral Resource estimates by property:

Deposit	Recovery		Dilution	Cut-Off Grade
	(%)		(%)	(grams per tonne gold)
New Occidental		95	various (15-40%)		480
Perseverance		95	various (15-40%)		480
New Cobar		98	various (15-40%)	1.24 – 1.51 dependent on ore type

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     The following table sets forth the estimated Mineral Resources for the Peak Mine as at December 31, 2003:

Measured, Indicated and Inferred Mineral Resources^(1)(2)(3)(4)
(excluding Proved and Probable Ore Reserves)

				Grade
Deposit	Category	Tonnes		Gold		Copper
				(grams per tonne)		(%)
New Occidental	Measured		30,000		9.48		0.16
	Indicated		140,000		7.60		0.17
	Inferred		550,000		7.6		0.15
Peak Mine (including oxide)	Measured		3,000		7.90		0.40
	Indicated		40,000		8.87		0.66
	Inferred		50,000		9.0		0.84
Perseverance	Measured		80,000		7.45		1.53
	Indicated		70,000		6.27		1.15
	Inferred		1,400,000		11.7		0.65
New Cobar (near surface)	Measured		—		—		—
	Indicated		—		—		—
	Inferred		—		—		—
New Cobar (sulphide)	Measured		—		—		—
	Indicated		100,000		5.56		0.70
	Inferred		460,000		7.2		0.56
Chesney (near surface)	Measured		450,000		0.96		1.23
	Indicated		130,000		1.16		0.90
	Inferred		—		—		—
Chesney (sulphide)	Measured		—		—		—
	Indicated		—		—		—
	Inferred		800,000		4.0		3.2
Total	Measured		560,000		2.33		1.22
	Indicated		480,000		5.38		0.67
	Measured + Indicated		1,040,000		3.73		0.96
	Inferred		3,200,000		8.4		1.2

(1)	The Mineral Resources for the Peak Mine deposits set out in the table above have been estimated by D. Keough and R. Berthelsen at PGM who are each competent persons under the JORC Code. The Mineral Resources are classified as Measured, Indicated and Inferred, and are based on the JORC Code.
(2)	The Mineral Resources were estimated using two-dimensional and three-dimensional ordinary kriged and multiple indicator kriged block models, constrained by geological and grade domains.
(3)	Included in the Mineral Resources are portions of Ore Reserve stope outlines which have been classified as an Inferred Mineral Resource and mineralized material above the deposit/zone cut-off grade, with adequate continuity, in areas where mining may be possible but has not yet been demonstrated to be economic. Excluded from the Identified Mineral Resources are mined material and material unlikely to be converted to reserve status for engineering or technical reasons and remnant stope pillars, skins and other material sterilized as a result of mining as well as discontinuous mineralization.
(4)	Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.

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     In late 2002, an independent consultant to PGM completed a scoping study to assess the economic viability of an underground operation at New Cobar to access the deeper mineralization. Since then, an infill drilling program at New Cobar has been undertaken to increase confidence in the resource, the results of which are currently being used in the feasibility study on the New Cobar underground deposit.

Mineral Processing and Metallurgical Testing

     The original and now depleted Peak ore zones are characterized generally as high copper, with high gold recovery; high gravity recoverable gold; and high sulphide, with lower gold recovery requiring longer leach time.

     The New Cobar open pit ore processed to date is a combination of sulphide and oxide copper and gold mineralization. Testing indicates gold recovery of over 93% from cyanide leaching. Although it will continue to be processed by blending with other ore, it is planned that stockpile ores will be processed over time until 2010. During 2004, sulphide ore will be processed in addition to the oxide. Testing indicates total gold recovery of 95% in copper concentrate and from cyanide leaching.

     The New Occidental ore, which constitutes approximately 60% of the process feed during the 2004 to 2010 plan period, has been subjected to a comprehensive testing program that commenced in 1996 with initial mineralogical studies. This testing program confirmed the benefit of finer grinding to 80% passing 53 microns and extending the leach time from the current 22 hours to 48 hours. Analysis of performance through the circuit suggests fine grinding to only 75 microns is required if the flotation circuit is operating. The performance to date suggests a recovery around 87%.

     Drill core samples from Perseverance have also been subjected to a comprehensive programme of mineralogical examination and testing using PGM’s site specific laboratory procedure and other procedures. In addition to testing of Perseverance alone, testing was also conducted on blends with New Occidental ore at the finer grind required for the latter. The testing showed that Perseverance ore is similar to the high copper Peak ore, with gold recovery of over 94% using Peak conditions and copper recovery of over 65% to a good quality concentrate. Blending was found to be of benefit to total gold recovery, despite lower gravity recovery with the fine grind required for New Occidental ore, because of a fine-grained gold component in the Perseverance ore and recovery of the New Occidental refractory gold to the copper concentrate.

Mining Operations

     Mine production operations are located in two distinct underground zones, with ore stockpiled from the recently completed open pit operation at New Cobar. Current mining is from zones which are contiguous to, or nearby, earlier mined out areas. The two underground operations are known as New Occidental and Perseverance. Production operations have been underway at New Occidental since December 2001, while development commenced at Perseverance in October 2002 with production commencing in July 2003. The New Cobar open pit mine was completed in February 2004, with the mined ore stockpiled for subsequent treatment.

     The New Occidental and Perseverance orebodies are accessed from the Peak Mine infrastructure which allows 40 and 45-tonne truck haulage from the two zones to the Peak Mine crushing and hoisting infrastructure. Ore from New Occidental and Perseverance is hauled to the Peak Mine crushing station, where a Jaques jaw crusher is installed. Crushed ore is loaded into the 10-tonne skip and hoisted to the surface, where it is stockpiled for milling. The Peak Mine infrastructure includes a 5.3-metre diameter concrete-lined shaft to a depth of 740 metres. The hoisting system is designed to provide capacity in excess of 600,000 tonnes per year. The main winder is a ground-mounted, friction winder running a single 10-tonne pay load skip, counterweighted by a 30-man cage connected by four 28-millimetre head ropes and two 40-millimetre tail ropes. The auxiliary winder is a ground-mounted, single drum winder hoisting a double deck, six-man cage, on fixed guides, in a bratticed compartment in the shaft. Like the main cage, the auxiliary winder can be operated in automatic, semi-automatic and manual modes.

     The New Occidental and Perseverance zones operate on the same shift roster, namely, two 12 hour shifts per day, 365 days per year. The workforce undertaking the New Occidental and Perseverance mining operations

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has transferred from the Peak Mine as production from the Peak Mine decreased. Contractors carry out the ramp and access development in the Perseverance orebody in advance of the mine production operations.

     Recently completed drilling has identified significant down-dip extensions to the New Occidental Perseverance and Peak orebodies. Study work is planned to determine the feasibility of further mining in these areas. The opportunity to mine remnant ore around the original Peak Mine is also being examined.

New Occidental

     A 3.2 kilometre long, 5 metres wide by 4.5 metres high haulage drive developed north from the Peak Mine connects the base of the New Occidental mine to the Peak workings. Mining of the New Occidental commenced at the bottom of the then known resource and is progressing up towards the historic New Occidental mine workings. These workings were dewatered from the surface via the original mine’s shaft. The New Occidental operations consist of large size development headings, nominally 5 metres wide by 5.2 metres high, but can be wider to allow the full width of the orebody to be mined out (up to a maximum width of 6.5 metres). A development is located in the hangingwall sandstones. Development utilizes Twin-boom Tamrock Minimatic electro-hydraulic jumbos, with stope drilling carried out by an Atlas Copco Simba M4C rig. Ore loading utilizes Elphinstone, 7 cubic metre, loaders with truck haulage, via the internal ramp and the decline, to the crusher at the Peak Mine shaft. The loaders are equipped with tele-remote control capability to permit access into stopes, for recovery of broken ore under unsupported openings.

     The feasibility study for New Occidental was based on a required production of 450,000 tonnes per year. Given the relatively small size of the orebody and, hence, the available tonnes per vertical metre, the rate of vertical extraction is high. This, in turn, imposes the challenge of ensuring that development is maintained sufficiently far ahead of stoping to permit the orderly sequence of in-fill exploration drilling, detailed definition drilling, stope planning and blast-hole drilling.

Perseverance

     Four zones of mineralization have been identified within the Perseverance system. The zone which is the closest to the Peak Mine (Zone A) has the highest density of drilling and level of geologic understanding and is the zone currently being mined. Zones B and D are the subject of mining studies with access to these areas currently being developed.

     Mining methods, similar to those used at New Occidental, are proposed for Perseverance. A geotechnical assessment was carried out by consultants, Barrett Fuller & Partners, in order to advise on pillar sizes and stope spans, etc. Mine plans call for production from a depth of approximately 850 metres below surface to approximately 1,060 metres below surface. The stoping sequence is planned from bottom to top, with a crown pillar of 12 metres separating two zones of mining, from which production can be achieved concurrently. Stoping production is expected to commence in October 2003 and to continue until 2007. Estimates of mining cost are based on historical Peak Mine costs adjusted to suit depth, location and geological and geotechnical conditions.

New Cobar

     The New Cobar open pit operation extracted the near surface remnant ore of the now closed New Cobar underground operation. Mining of the pit was completed in March 2004, with some 460,000 tonnes of oxide ore stockpiled, for blending with underground ore, and processed over the current life of the mine.

     A feasibility study for the New Cobar underground is due to be completed in May 2004. Development of the new underground will involve a decline developed from within the open pit. Mining methods similar to those used at New Occidental and Perseverance are proposed for New Cobar. Mine plans call for production to commence below the historic underground workings (approximately 200 metres below the surface) to a depth of approximately 600 metres. The opportunity to access the Chesney underground resource from New Cobar is also being investigated. Stoping is expected to commence in June 2005 and continue until 2010. Estimates of mining cost are based on historical Perseverance and New Occidental mine costs adjusted to suit depth, location and geological and geotechnical conditions.

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Milling Operations

     The original flexible process design required by the variability of the Peak Mine ore zones, consisting of SAG milling, gravity, sulphide flotation, cyanide leaching, carbon in leach adsorption, electrowinning and bullion production, has facilitated the introduction of new ore sources with different mineralogical and metallurgical characteristics. The original plant capacity of 450,000 tonnes per year was increased incrementally through improvements in bottlenecks and maintenance to 560,000 tonnes per year of hard sulphide ore. The production criteria for the following years is to increase throughput to at least 650,000 tonnes per year, 365 days per year, 24 hours per day and 96% utilisation, on a blend of hard sulphide ore, softer oxide and partially oxidised ore.

     Ore is crushed underground to a nominal top size of 150 millimetres and is delivered to a 6,000 tonne live capacity stockpile. Three reciprocating plate feeders deliver ore to the SAG mill feed conveyor from the stockpile. A separate bin equipped with a static grizzly and a feeder delivers New Cobar ore to the conveyor. The bin is fed by front-end loader from a stockpile of trucked ore.

     Gold and silver are recovered from a strip solution by electrowinning in the secure gold room. Also in the gold room, the gravity concentrate is upgraded on shaking tables and by acid digestion to remove unwanted sulphide and other acid soluble minerals. The electrowinning cell sludge and the upgraded gravity concentrate are direct smelted to doré bars, typically containing 29% silver and 69.5% gold.

     Leach tailings are pumped to a thickener. Thickener overflow is recycled to the leaching circuit. High density thickener underflow is pumped to the tailings storage facility, which is a central discharge type.

Markets and Contracts

     Copper concentrate is sold under contract to Glencore International AB. The contract is for all concentrate produced and expires in June 2004. A new contract is currently being negotiated. Annual production is estimated at 18,000 DMT grading 18% copper and 59 grams of gold per tonne. Penalty elements include bismuth, lead and zinc.

     Doré bullion is refined under contract by the Perth Mint.

Environmental Considerations

     Enesar Consulting Pty Ltd. (formerly NSR Consultants Pty Ltd.) conducted independent environmental audits of the PGM tenements in June 2002 and April 2004. No high ranking environmental issues were identified during the audits. PGM operatéd within the statutory conditions of its operating licences and achieved complete compliance for the period through April 2004, except for a one-time noise exceedance in 2002. PGM is progressing toward meeting the ISO 14001 accreditation requirements with its environmental health and safety management system.

     PGM has a responsibility under state law to reclaim the environmental impacts of historic mining as well as current mining activities on its leases. PGM contracted NSR Environmental Consultants Pty Ltd. in 2000 to prepare an updated conceptual closure plan for the PGM tenements to ensure that PGM has sufficient planning and financial provision available. Ten sites of historic mining and exploration activities and four locations of current and proposed mining activities requiring rehabilitation were identified. Reclamation, particularly of the historic areas on the PGM tenements, has been on-going in recent years, and revegetation trials have been initiated. Reclamation work at the historic sites has included backfilling and fencing shafts, donation and relocation of historic equipment, reshaping waste rock and tailings areas to control stormwater runoff and erosion, and removing rubbish.

     It was recognized by PGM that localized acid mine drainage is a potential issue at Queen Bee, and PGM has completed rehabilitation to address this issue. Sulfide waste rock from the New Cobar mines is segregated for either backfilling in the underground mines or encapsulated in the waste rock dump. Cover trials for reclamation of the tailings dam are ongoing and closure costs were updated in 2003 to reflect the results of the trials to date. Given the semi-arid climate of Cobar, acid mine drainage is not expected to pose a significant burden. Additional costs may, or may not, be required once additional studies and the requirements for closure are better understood.

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     PGM estimated the future cost for closure to be $5.875 million as at December 31, 2003. PGM has a bank guarantee in favour of the Minister of Mineral Resources (New South Wales) in an amount of $4.576 million.

Capital Costs

     Since 1999, capital has been, and continues to be expended, on the development of the New Occidental zone and the Perseverance zone. There is currently a feasibility study investigating the development of the New Cobar Underground project.

     In the PGM life-of-mine plan, projections are made for future capital expenditures from 2004 to 2008. The development costs are incurred and expensed under an operating account, some of which is capitalized. Other items of capital in this expenditure include underground fans and ducting, underground mobile equipment and on-going replacement capital.

Taxes

     Both New South Wales state and Australian federal tax are levied on the proceeds from the PGM operations. Federal income tax, after appropriate eligible deductions, is imposed at 30%, while New South Wales state tax effectively is a mining royalty set at approximately 3% of gross revenue, before treatment charges and all other costs. Payroll tax of approximately 6% is incurred on the payroll.

Production Estimates

     The PGM operation is expected to draw the majority of its economic value from the sale of gold in doré bullion. In addition, a concentrate containing copper, gold and silver will be produced for sale. Most of the production is derived from ore mined at the underground operation from the New Occidental and Perseverance zones which is supplemented by relatively large open cut stockpile material. The total scheduled ore to be mined and processed, and the gold and copper output, are approximately 3.3 million tonnes, approximately 710,000 ounces of gold and approximately 27.4 million pounds of copper, respectively, over a period of approximately five years. Production in 2004 is expected to be approximately 128,000 ounces of gold and approximately 4.2 million pounds of copper.

Los Filos Project, Mexico

Property Description and Location

     The Los Filos Project is located in the Nukay mining district of central Guerrero State, approximately 230 kilometres south of Mexico City. This district hosts the Nukay, Aguita and Subida mines. The Los Filos property lies within the southern part of the Morelos National Mineral Reserve (Morelos Sur) which covers a total area of 47,600 hectares and is controlled by the Consejo Recursos Minerales (“CRM”), an agency of the government of Mexico. The Los Filos Project lies within the Nuteck concessions, which consist of five concessions totalling approximately 450 hectares.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

     The Los Filos Project is located in the Sierra Madre del Sur physiographic province of southern Mexico. The property is accessible from Highway 95, a major, paved route between Mexico City and Acapulco. At the village of Mezcala on Highway 95, a 12-kilometre dirt road leads southwest to Los Filos. Driving time from Mexico City is approximately three hours.

     The Nukay district is served by hydroelectric power from the Caracol dam on the Balsas river. There is a network of local roads. The principal centre of population is Mezcala. International airports are located at Mexico City and Acapulco and there are a number of regional airports, principally serving the southern Pacific coast. Potable water is available from local springs and wells.

     The state capital of Guerrero is Chilpacingo de los Bravos, approximately 40 kilometres south of Nukay. Guerrero is mountainous except for the southeastern coastal strip. The Río de las Balsas is the principal river in the state, and is crossed by Highway 95 close to Mezcala. The mountain regions are relatively dry and temperate

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while the valleys and coastal zone are wet and tropical. Average high temperatures range between 21 degrees Centigrade in December and January and 27 degrees Centigrade in April and May. Average low temperatures vary between 7 degrees Centigrade in December through February and 13 degrees Centigrade in June. The wettest months are June through September, with average precipitation of 14 to 16 centimetres. Precipitation in the winter months is around 1 centimetre.

     Mezcala lies at an altitude of 500 metres. The topography is rugged and the relief reaches 2,000 metres to the west of Mezcala. Valley slopes are steep and covered with hardwood forest while the valley bottoms are generally farmed.

History

     Most of the early exploration and mining activity in this area was focused on the neighbouring Nukay claim prior to the discovery of the Los Filos Project in 1995. For further details of the history of the Nukay mines, see “Narrative Description of the Business — Nukay Mines, Mexico — History”.

     The Los Filos area was only subject to sporadic prospecting through the twentieth century until Teck Corporation (“Teck”) became interested in the Nukay area in 1993 and completed an agreement (the “Nukay Agreement”) with Minera Miral S.A. de C.V. (“Minera Miral”) which was in the process of buying out the owners of Minera Nukay, S.A. de C.V. (“Minera Nukay”). Minera Nuteck was formed by Teck to hold the Nuteck properties.

     Minera Nuteck conducted a regional exploration and drilling campaign around the neighbouring Nukay operations, focusing on the potential for mineralized skarns around the targets. The discovery hole for the Los Filos deposit was drilled in August 1995.

     Work in 1996 focused on the delineation of the Los Filos and Pedregal prospects which were subsequently found to be one continuous deposit. In 1997, delineation drilling at Los Filos continued. Scoping studies and metallurgical testwork were undertaken by Teck in the period between 1998 and 2002.

Geological Setting

     The Los Filos Project is located in the Morelos-Guerrero Basin in southern Mexico. The roughly circular basin is occupied by a thick sequence of Mesozoic platform carbonate sediments comprising the Morelos, Cuautla and Mezcala Formations, and has been intruded by a number of granitoid bodies.

     Gold, silver and base metal mineralization is spatially and temporally related to the emplacement of early Tertiary porphyritic diorites, tonalites and granodiorites into the upper Cretaceous carbonate sequence.

Regional Geology

     The carbonate sequence of the Morelos-Guerrero Basin is underlain by Precambrian and Paleozoic basement rocks. The majority of the metallic mineralization (gold and massive sulphide) is hosted by the Morelos Formation which is a Cretaceous-age medium-bedded to massive fossiliferous limestone up to 900 metres thick. The Cuautla and Mezcala Formations are made up of shales and thin-bedded limestones. The Cretaceous rocks and granitoid intrusions are unconformably overlain by a sequence of intermediate volcanic rocks and alluvial sediments (red sandstones and conglomerates) of similar age.

     Gold, silver and base metal mineralization in the Nukay area is spatially and temporally related to the emplacement of early Tertiary porphyritic diorites, tonalites and granodiorites into the carbonate sequence of the upper Cretaceous Morelos Formation. Mineralization is either hosted by, or spatially associated with, marble formed during contact metamorphism of the carbonates. Massive magnetite, hematite, goethite and jasperoidal silica, with minor associated pyrite, pyrrhotite, chalcopyrite and native gold typically occur in the veins and metasomatic replacement bodies that developed at the contacts between the platform carbonates and intrusives.

     The Nukay area lies along the crest of an antiform or uplifted ridge, 6 to 8 kilometres wide and trending north-northeast. The age and genesis of the anticlinal feature has not been established but is believed to be related to compressional forces during the late Cretaceous Laramide orogenic event.

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     Regional mineralization styles comprise the skarn-hosted and epithermal precious metal deposits and volcanogenic massive sulphides. In Guerrero, these occur as two adjacent arcuate belts, with the gold belt lying to the east and on the concave margin of the massive sulphide belt. Both are approximately 30 kilometres wide and over 100 kilometres long, from northwest to southeast, between Mochitlán and Telolapan. Skarnhosted and epithermal precious metal deposits include Todos Santos, Nukay, Bermejal and Mochitlán. Volcanogenic massive sulphide deposits (gold-silver-lead-zinc-copper) include Campo Seco, Farallon and Rey de Plata.

Local Geology

     In the Los Filos area, mineralization is associated with two diorite to granodiorite stocks that were emplaced in carbonate rocks of the upper Cretaceous Morelos Formation. The stocks, known as East and West, are early Tertiary in age and resulted in high temperature calc-silicate and oxide metasomatic alteration (skarn) assemblages that were followed by distinct meso- to epithermal alteration. The Los Filos deposit formed along the north, east and southern margins of the East stock that geologic evidence and argon dating have indicated is slightly older than the West stock.

     The differing morphology of the East and West Nukay stocks is believed to reflect different structural controls during emplacement. The exposure of the West stock is roughly circular and about 1.3 kilometres in diameter. The East stock is elongate in a north-south direction. It is about 1.4 kilometres long and 0.5 to 0.7 kilometres wide in the south but in the north, a western lobe extends for 1 kilometre in a west-southwest to east-northeast direction.

     Marble beds consistently dip away from the margins of the East stock, indicating that the diorite was emplaced during active doming of the Morelos Formation. In contrast, the West stock generally has steep-sided, simple contacts and does not show any sill-like extensions, suggesting that it was passively emplaced during a period of tectonic quiescence.

     The East stock comprises three distinct intrusive phases: early quenched diorite; granodiorite; and late beta-quartz granodiorite, i.e., granodiorite with 7% or more beta-quartz phenocrysts.

     Quenched diorite forms an annular sill along the east half of the stock that dips radially away from the contacts. Along radial cross-sections, the sill exhibits a crude sygmoidal morphology that indicates emplacement along sub-horizontal extensional shear couples which developed during stock emplacement and doming of wall rock carbonates. The diorite cooled extremely rapidly as shown by spherulitic devitrification and cherty groundmass textures. The lack of exoskarn development along sill contacts also indicates rapid cooling. In contrast, endoskarn alteration developed strongly throughout the sill, resulting in hard, brittle rock which readily fractured and brecciated during subsequent structural movement. No significant gold mineralization was introduced during the emplacement and endoskarn alteration of the diorite.

     The main East stock was intruded and crystallized as granodiorite, subsequent to emplacement of the sill. Within and peripheral to the principal stock contacts, strong subhorizontal shearing during crystallization allowed the formation of similarly subhorizontal sill-like bodies of beta-quartz (i.e., quartz enriched) granodiorite. The leading edges of the beta-quartz sills appear to have aggressively assimilated carbonate wall rocks. The dominant alteration associated with beta-quartz granodiorite is magmatichydrothermal quartz and/or orthoclase veining. The intensity and spatial distribution suggest that these rocks were the primary source of gold mineralizing hydrothermal fluids.

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     The diorite phase which hosts the Los Filos deposit in the East stock is absent in the West stock. Granodiorite and beta-quartz granodiorite phases are both present in the West stock. Faulting in the West stock includes local contact-related and low-angle fractures and some high-angle faults, but very little of the pervasive low-angle structures that host the distinctive alteration of the East stock. Thus, the West stock appears to be dominated by simple, steep sided contacts with structural control inferred to be from a few highangle, west-northwest and north-northeast trending zones.

     The West stock is believed to have intruded rocks already affected by intrusion of the East stock. As a result, the already warmed host rocks allowed a greater degree of contact skarn alteration and prolonged fluid interaction due to slower cooling.

     Extensive karst formation has resulted in numerous caverns and sinkholes. Typically, a mantle of caliche up to 10 metres thick has developed on the carbonate rocks at surface.

     The majority of mineralization at Los Filos is hosted within the highly fractured to brecciated diorite sill. The beta-quartz granodiorites are believed to be the source of this mineralization.

     Alteration associated with mineralization is extremely varied and ranges from high temperature metasomatic to lower temperature epithermal alteration. The most characteristic and prevalent alteration types, however, are hosted by both beta-quartz granodiorite and diorite sill rocks as follows: orthoclase mantling, flooding and veining; quartz flooding and veining; calcite veining; sericite, illite, smectite, kaolinite alteration; sulphide mineralization, i.e., pyrite, chalcopyrite, arsenopyrite, bismuth minerals, tetradymite; and hypogene iron oxides, i.e., hematite-specularite, goethite.

     There is a distinct mineralogic zonation across the Los Filos deposit: quartz veining is relatively dominant within or adjacent to beta-quartz granodiorites, i.e., the “proximal” part of the mineralized system; a transition zone in which quartz veining decreases sharply, while sulphide and calcite-quartz veining increases; calcite veining is dominant towards the far edges of the diorite sill, i.e., the “distal” part of the system.

     Gold grades peak in the transition zone and coincide with the dominance of pure sulphide veins.

Exploration

     Fully documented exploration on the Los Filos gold deposits dates from the early-1990s.

     An initial due diligence program was undertaken by Teck in 1993 in order to confirm the resource potential of the Nukay deposit. The Nukay pit was mapped, outlying prospects examined and 1,970 metres of RC rotary drilling was completed in 19 holes.

     In 1994, initial drilling activities focused on the Nukay skarn deposit and Teck completed districtwide geologic mapping and sampling, lithogeochemical and magnetometer surveys, detailed prospect evaluations and a total of 14,511 metres of RC rotary drilling in 84 holes on the Nukay deposit, the Subida prospect and the Aguita prospect and on various other targets on the property.

     Drilling of a magnetic anomaly on Mag Ridge to test for a Nukay-style iron-skarn body encountered significant thickness of mineralization in oxidized, altered intrusive rock below the marble contact. Two drill holes resulted in the recognition of a new style of mineralization with the potential for large tonnage, bulk-mineable deposits.

     A 1995 program consisted of district-wide geologic mapping, grid lithogeochemical sampling, a time-domain electromagnetic (TEM) survey, road-cut mapping and sampling and the drilling of 19,128 metres in 90 holes. Exploration holes were drilled on several promising targets, including the Creston Rojo, Pedregal and Los Filos prospects and were followed by wide-spaced drilling around the successful prospect holes. Delineation drilling continued on the Pedregal zone which became part of the Los Filos deposit.

     During 1996, work was focused on the exploration and delineation of the Los Filos and Pedregal prospects that were found to be two portions of one continuous deposit. A total of 156 RC rotary and 44 core holes was completed on a grid 1,200 metres long and 350 metres wide. Extensive mapping, sampling, density measurements and metallurgical testing were also completed on the Los Filos deposit.

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     In 1997, delineation drilling continued on the Los Filos deposit, for a total of 29,219 metres in 133 RC rotary holes. This drilling extended the area of known mineralization to the northwest and southwest. The 35-metre drilling grid covered an area of 1,400 metres by 400 metres. In 1997, metallurgical bottle-roll tests and column tests on low- and medium-grade core samples were carried out. Klohn-Crippen was retained to complete a preliminary geotechnical assessment of the project.

     The exploration phase of work on the Los Filos deposit was essentially completed in March 1998.

     In 1997, a scoping level study was completed on Los Filos by Teck, based on data available at the end of 1996. In 1998, Teck completed a pre-feasibility level assessment using all of the drilling data for Los Filos available at the end of 1997.

     During 1999, Minera Nuteck continued metallurgical testwork, environmental studies and a sediment control study and completed aerial photography over the Los Filos site in order to facilitate planning for site access and the potential location of a heap leach pad. In 2000, further work in preparation for a feasibility study on Los Filos was undertaken, including geological modelling, a 37-hole, 7,105-metre confirmatory drilling program, a study on the structural geology, further metallurgical testwork, environmental permitting studies and a review of capital cost estimates.

Deposit Geology and Mineralization

     Gold and silver mineralization at Los Filos is associated with skarn formation along the contact zones between the carbonate sediments of the Morelos Formation and the diorites and granodiorites of the East and West stocks. Mineralization is either hosted by, or is spatially associated with, marble formed during contact metamorphism of the carbonates.

     Gold mineralization at Los Filos is associated with the late-stage, hematite-associated alteration in veins and breccias, ie. narrow (typically less than 4 centimeters) quartz-hematite-gold (+calcite) veins and which typically return very high gold grades when selectively sampled; and hematite-altered cataclastic breccia (ie. mill breccia) which consists primarily of clay and finely-ground/comminuted wallrock, with entrained clasts of wallrock, quartz-hematite-gold veins and massive hematite (around exo-skarn occurrences), and are consistently mineralized.

     Until 2001, the description of the Los Filos property geology was influenced by the alteration terminology used and this resulted in potential problems in identifying and describing lithologies. In 2001, a thorough geological reinterpretation, based on extensive field work, was completed. Drill holes were relogged based on lithologic terms with the degree of alteration used as descriptive terminology.

Drilling

     An aggregate of 553 drill holes and 119,554 metres have been drilled on the Los Filos deposit. The majority of drilling, 109,190 metres was RC rotary drilling while the remaining 10,364 metres was cored. The Los Filos drill holes were completed on spacing of approximately 35 metres.

Sampling and Analysis

     RC rotary drill cuttings were sampled at intervals of 1.52 metres. The material was split at the drill into several portions of 12 kilograms or less. Of these, the “assay split” was shipped to the assay laboratory, and the “second split” was stored on the property. A third split was supplied to Minera Nukay for analysis at its mine assay laboratory. In the case of drilling on the Aguita deposit, a fourth split was supplied to a representative of Minera Guadaloupe.

     A handful of rock chips from each sample interval was collected and logged by the onsite geologist.

Sample Preparation, Security and Data Verification

     Sample splits were shipped principally to ALS Chemex in Guadalajara and, to the end of 1994, to Bondar Clegg in San Luis Potosí, for preparation and assaying (Bondar Clegg was acquired by ALS Chemex in 2001). Pulps prepared in Guadalajara were sent for assay to the Chemex laboratory in Vancouver.

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     Exploration samples and drill samples are stored in a secure warehouse at the Nukay mine site under the sole custody of the mine geologist.

     Gold assays were run using a one assay-ton (30-gram) charge, with atomic absorption finish. Assays exceeding 10 grams per tonne were re-analysed using fire assay with gravimentric finish. Copper and silver assays were performed using a one-gram charge, aqua regia digestion and atomic absorption analysis. Silver values exceeding 100 grams per tonne were reanalyzed using a one-ton fire assay with gravimetric finish.

     All of the ALS Chemex pulps are housed at the Teck storage facility in Iguala, although weathering has deteriorated the integrity of individual pulps.

     ALS Chemex claims that its laboratories “operate according to the guidelines set out in ISO/IEC Guide 25 — “General requirements for the competence of calibration and testing laboratories” and that it ensures “compliance to the ISO 9002 standard adopted by the company”. ALS Chemex has attained ISO 9002 registration at all of its North American laboratories, including Mexico. ALS Chemex participates in a number of external round robin monitoring programs, including Geostats and Canmet’s Proficiency Testing Program.

Mineral Reserves and Mineral Resources

     There are currently no Mineral Reserves to report for the Los Filos deposit.

     The following table sets forth the estimated Measured, Indicated and Inferred Mineral Resources for the Los Filos deposit as at December 31, 2003:

Measured, Indicated and Inferred Mineral Resources^(1)(2)(3)

Category	Tonnes		Gold		Contained Gold
	(million)		(grams per tonne)		(ounces)
					(000s)
Measured		8.25		1.64		420
Indicated		30.48		1.37		1,310
Measured + Indicated		38.73		1.43		1,730
Inferred		11.57		1.4		500

(1)	The Mineral Resources for the Los Filos deposit set out in the table above have been estimated by Marek Nowak, P.Eng., of Nowak Consultants Inc. and reviewed by G.H. Giroux, P.Eng. of Giroux Consultants Ltd. Each of Marek Nowak and G.H. Giroux are qualified persons under NI 43-101.
(2)	Cut-off grade was 0.5 grams of gold per tonne.
(3)	Mineral Resources are not known with the same degree of certainty as Proven and Probable Mineral Reserves and do not have demonstrated economic viability.

Mineral Processing and Metallurgical Testing

     Generally, the metallurgical testwork which has been performed at the “scoping study” level of detail suggests that heap leaching of material from the Los Filos deposit is likely to provide recoveries of the order of 70% of the contained gold, while cyanidation of ore that which has been ground to fine size could increase average recovery to 90%. The testwork to date has also indicated that the majority of the gold occurs as native gold and electrum and is, therefore, free-milling and not refractory. Further testwork on fully representative samples is required in order to verify these preliminary conclusions. Following this further testwork, optimization studies need to be conducted in order to identify the optimum crush size for a heap leach operation and the optimum grinding size for a milling operation; and the resulting cost-benefit analysis, leading to the selection of the most economically favourable flowsheet.

Nukay Mines, Mexico

     The Nukay mines were acquired through the acquisition of Miranda, along with the Los Filos Project and the 21.2% interest in the El Limón joint venture with Teck Cominco Ltd. This acquisition closed on November 3, 2003.

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Property Description and Location

     The Nukay operations include the Nukay mill, the Nukay and La Aguita open pit mines and an underground mine that produces ore from two ore bodies (La Subida and Independencia). The operations are located in the Nukay Mining District of central Guerrero State, immediately northwest of the Los Filos Project.

     The Nukay mill is located approximately 2 kilometres from the town of Mezcala, in the municipality of Eduardo Neri, in the state of Guerrero, Mexico, approximately 230 kilometres south of Mexico City and 180 kilometres north of Acapulco. The closest cities are Iguala, located about 40 kilometres north of the plant, and Chilpancingo de los Bravos, the state capital of Guerrero, located about 40 kilometres south of the Plant.

Accessibility, Climate, Local Resources and Physiography

     Access to the operations is through the nearby village of Mezcala. From Mexico City, Mezcala can be reached from highway 95, a major, paved route between Mexico City and Acapulco. From Mezcala, access to the Nukay mines is along 12 kilometres of winding dirt roads.

     The Nukay mines and mill are located within the Sierra Madre del Sur physiographic province of southern Mexico. The Rio Balsas is the principal river in the state, and is crossed by Highway 95 close to Mezcala.

     The average annual rainfall is 751.4 millimetres. Average monthly precipitation ranges from 140 to 160 millimeters in the wettest months of June through September. Less than 10 millimetres of precipitation per month occurs during the driest months of December through April. The area is subjected to high intensity precipitation events during the hurricane season. The average temperature in the Mezcala region is 28.9 degrees Celsius.

     The land is leased from Mezcala. No residential structures or dwellings are located near the mill. Some fields located east of the tailings facility are cultivated. Most of the mine workforce live in Mezcala and nearby villages.

     The Nukay district has a reasonably well-developed infrastructure, including hydroelectric power from the Caracol dam on the Balsas River, a network of good roads, communications facilities and regional airports. Potable water is available from local springs and wells. Process water for the Nukay plant is pumped from the nearby Rio de Balsas.

     Mezcala lies at an altitude of 500 metres within the Rio Balsas river valley. The topography is rugged and the relief reaches 2,000 metres to the west of Mezcala. Valley slopes are steep while the valley bottoms are generally farmed.

History

     Minera Guadalupe S.A. de C.V. (“Minera Guadalupe”) purchased the Nukay gold deposit in 1938. Between 1938 and 1940 development of the underground mine occurred but no production was reported during this period. In 1946, Minera Guadalupe resumed development and commenced production after building a 100-tonne per day cyanide agitation leach plant at the village of Mazapa, some distance north of the mine site. The mining operation was closed in 1961. Production during the 15-year period is reported to be about 500,000 tonnes averaging 18 grams per tonne gold.

     In 1983 the claim block was leased to a newly-formed operating company, Minera Nukay. Open pit mining of the Nukay deposit began in January 1984 with waste removal and mining from the upper benches. The mine was developed on five-meter benches with front-end loaders and trucks.

     During 1984 and 1985 ore was processed at a government-owned flotation mill near Mezcala. In 1987 the Nukay mill, a 100-tonne per day cyanide leach Merrill-Crowe operation, was built near Mezcala. The plant was expanded to 350 tonnes per day in 1994 and was expanded again in 1997 to 400 tonnes per day. Production from the La Aguita open pit mine commenced in May 1995. Underground development of the Subida mine began in August 1995; ore production commenced in August 1996. Development of the Independencia deposit was initiated in 2001.

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Geological Setting

     The Nukay mines neighbours the Los Filos Project, and is located in the Morelos-Guerrero Basin in southern Mexico. For further details regarding the geological setting and regional geology, see “Narrative Description of the Business — Los Filos Project, Mexico — Geological Setting”.

Exploration

     The Nukay District Property has been extensively explored since 1993.

Drilling and Sampling

     Most of the exploration activity and expenditures on the Nukay property to date have been related to drilling. A breakdown of the drilling by zone is shown below. The total metreage includes both RC and core drilling with the bulk being RC drilling. All drilling operations are performed by outside contractors employing conventional truck-mounted rotary reverse-circulation equipment and skid-mounted diamond drills with NQ and HQ wireline equipment. Drill cuttings are collected at 1.52 metre (5 foot) intervals and split to 300 grams on the property. Splits are then shipped to either ALS Chemex in Guadalajara or San Luis Potosi for preparation and assaying. At least one split is stored on the property for future reference. Cuttings are visually logged by experienced geologists at the drillsite. Composites of drill cuttings are sometimes collected for metallurgical testing.

     Diamond drill core is also logged on-site and sections are selected for assaying based on lithology and alteration, split in half at selected intervals, bagged and shipped to the laboratory.

Summary of Drilling to December 31, 2003

					Cumulative
Zone or Deposit	No. of Holes		Metres		Holes		Metres
Nukay		49		7,398		49		7,398
La Aguita		55		8,051		104		15,449
La Subida		26		3,952		130		19,401
Nukay Poniente		14		1,653		144		21,054
Nukay Profundidad		1		350		145		21,404
Don Diego		10		1,718		155		23,122
Diego Sur		4		959		159		24,081
Conchita		10		2,235		169		26,316

Assaying

     Samples of drill cuttings and drill core are prepared and assayed by standard procedures at both the Chemex facilities.

     Approximately 2.5% of the splits from the exploration core samples are routinely re-assayed to confirm initial results and, if the check assays are at variance with the original assay, a second split sample is assayed.

Mineral Reserves and Mineral Resources

     With the recent acquisition of the Nukay mines by Wheaton, December 31, 2003 Mineral Reserves and Mineral Resources have been calculated by subtracting 2003 production totals from the December 31, 2002 Mineral Reserve and Resource estimate, completed by David R. Budinsky, P.Geo. of Orcan Mineral Consultants.

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     The following table sets forth the estimated Mineral Reserves for the Nukay mines as at December 31, 2003:

Proven and Probable Ore/Mineral Reserves^(1)(2)(3)

				Gold		Gold
Deposit	Category	Tonnes		(grams per tonne)		(ounces)
Nukay	Proven		500,000		3.62		58,000
	Probable		390,000		3.65		45,000
	Proven+
	Probable		890,000		3.63		103,000
La Aguita	Proven		250,000		3.13		25,000
	Probable		210,000		3.40		23,000
	Proven+
	Probable		460,000		3.25		48,000
La Subida	Proven		30,000		8.45		7,000
	Probable		40,000		6.26		8,000
	Proven +
	Probable		70,000		7.18		15,000
Independencia	Proven		100,000		6.45		20,000
	Probable		90,000		6.59		20,000
	Proven +
	Probable		190,000		6.52		40,000
Total — Nukay Mines	Proven		880,000		3.94		111,000
	Probable		720,000		4.09		95,000
	Proven +
	Probable		1,600,000		4.01		206,000

(1)	All Mineral Reserves have been calculated as of December 31, 2003, in accordance with the CIM Standards.
(2)	The Mineral Reserves for the Nukay mines set out in the table above have been estimated by Randy V.J. Smallwood, P.Eng. at Wheaton and David R. Budinski, P.Geo. at Orcan Mineral Consultants and updated by Randy V.J. Smallwood, P.Eng., each of whom are qualified persons under NI 43-101. The Mineral Reserves are classified as proven and probable, and are based on the CIM Standards.
(3)	A grade cut-off of 1.0 grams of gold per tonne was applied to the Nukay and La Aguita Mineral Reserves. A grade cut-off of 3.0 grams of gold per tonne was applied to the La Subida and Independencia Mineral Reserves. This cut-off is based on a $325 per ounce of gold valuation.

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     The following table sets forth the estimated Mineral Resources for the Nukay mines as at December 31, 2003:

Indicated and Inferred Mineral Resources^(1)(2)(3)(4)
(excluding Proven and Probable Mineral Reserves)

				Gold		Gold
Deposit	Category	Tonnes		(grams per tonne)		(ounces)
Nukay	Indicated		270,000		4.42		38,000
La Aguita	Indicated		870,000		3.65		102,000
	Inferred		200,000		3.6		20,000
La Subida	Indicated		180,000		5.36		30,000
	Inferred		200,000		5.5		30,000
Independencia	Indicated		480,000		6.28		97,000
	Inferred		200,000		5.9		40,000
Diego Sur	Indicated		160,000		7.46		38,000
West Nukay	Indicated		310,000		4.91		49,000
Deep Nukay	Inferred		100,000		10.2		30,000
North Conchita	Inferred		2,000,000		1.6		100,000
Total	Indicated		2,260,000		4.34		316,000
	Inferred		2,600,000		2.5		210,000

(1)	All Mineral Resources have been calculated as of December 31, 2003, and are the same as reported as of December 31, 2002. With no exploration activity during 2003 on these Mineral Resources, there was no new information available to update these Mineral Resources.
(2)	The Mineral Resources for the Nukay mines set out in the table above have been estimated by David R. Budinski, P.Geo. at Orcan Mineral Consultants. The entire process was reviewed by Randy V.J. Smallwood, P.Eng. of Wheaton. Both Randy V.J. Smallwood, P.Eng. and David R. Budinsky, P.Geo. are qualified persons under NI 43-101. The Mineral Resources are classified as indicated and inferred, and are based on the CIM Standards.
(3)	Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
(4)	Cut-off gold grades for each of the deposits in the table above are as follows: Nukay — 1.0; La Aguita — 1.0; La Subida — 3.0; Independencia — 3.0; Diego Sur — 3.0; West Nukay — 3.0; Deep Nukay — 3.0; and North Conchita — 0.75.

Mining Operations

     Mining of the Nukay and La Aguita deposits is by conventional open-pit mining methods utilizing front-end loaders and trucks. Mine facilities include a mine office, equipment depot, compressed air and a maintenance shop. Ore from the underground mines is trammed to the surface via a 320-metre long adit and trucked to the mill or to a stockpile at the mine site.

     Mine production during 2003 was 134,299 tonnes at 3.75 grams of gold per tonne. Total gold production was during 2003 was 13,946 ounces of gold.

Milling Operations

     The Nukay mill uses the cyanide process and Merrill Crowe precipitation. Run-of-mine ore is fed to a three-stage closed circuit crushing plant. Crushed ore is fed to two ball mills via two storage bins. Sodium cyanide solution is added to the ball mills. The milled ore is sent to a classifier where the pulp is separated from the pregnant solution. The pregnant solution is sent to filters and then to the Merrill Crowe precipitation unit. The precipitate is melted in a crucible to produce doré.

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     Historically the recovery of gold at the plant has been over 90%; however, in 2000, the recovery dropped due to higher concentrations of silver in the ore from the underground mines and copper associated with the gold in the Aguita mine. Gold recoveries during 2003 averaged slightly higher than 86%.

     The tailings facility is comprised of four ring dike cells. Deposition is rotated between cells to allow tailings in the cells that have reached capacity to dry. Dried tailings are purchased by cement companies, which excavate and haul the tailings from the dry cells to local cement plants.

Environmental Upgrades

     In July 2003 a joint environmental due diligence of the Nukay mines and mill was conducted by SRK and Luismin. A geotechnical review of the tailings facility was conducted by Knight Piesold during Wheaton’s due diligence of the Nukay mines.

     Numerous environmental concerns were identified including overtopping of the tailings cells, improper discharge of process solutions containing high copper concentrations to site soils, improper disposal of small quantities or hazardous wastes, and permit deficiencies and irregularities. The hazardous waste has since been cleaned up and sent to a permitted hazardous waste facility in Mexico. An independent environmental audit is scheduled for May 2004 to identify all permit deficiencies and an action plan will be prepared for bringing the operations into compliance.

     Short term solutions for tailings spills and process solution discharges have been implemented while long term solutions are being investigated. Short term solutions include construction of a contingency cell for tailings spills, improvements in solution pumping facilities, and ore control to reduce the concentration of copper in the ore.

Amapari Project, Brazil

Property Description and Location

     The Amapari Project is located in Amapa State in northern Brazil, approximately 200 kilometres northwest of the state capital of Macapa (population of approximately 300,000), a port city on the north bank of the Amazon River estuary. The Amapari Project consists of an undeveloped, potential open-pit and underground operation.

     Mineral title in Brazil is controlled and guided by principles embodied in the Federal Constitution and by the Brazilian Mining Code, as amended. Constitutional Amendment Number 6 of August, 1995 removed previous restrictions on foreign ownership control of mineral resources.

     The Federal Constitution of 1988 vests ownership of the mineral resources of the country in the Brazilian Federal State. It encompasses the principle of separation of ownership of the surface rights and sub-surface mineral rights. The Mining Code covers all aspects of claiming and holding mineral rights. It is administered by the National Department of Mineral Production (“Departmento Nacional de Producao Mineral”, or DNPM).

     The Amapari Project property covers approximately 241,000 hectares comprising a series of mostly contiguous claim blocks and a Mining Concession application. Until recently, the property was vested in the name of Mineracao Itajobi Ltda. (“Itajobi”), a wholly-owned subsidiary of AngloGold South America, part of the international AngloGold/Anglo American mining group. The claims were held by four entities, namely Mineracao Itajobi Ltda. (54,043 hectares), AngloGold Brazil Ltda. (47,769 hectares), Mineracao Dorica Ltda. (65,406 hectares), and Mineracao Serra Da Canga Ltda. (73,801 hectares), plus the Mining Concession application area in the name of Mineracao Itajobi Ltda. (3,971 hectares). The Mineracao Serra Da Canga Ltda. block is held by a joint venture owned 70% by Mineracao Morro Velho Ltda., another wholly-owned subsidiary of AngloGold South America, and 30% by a third party, Mineracao Vale Dos Reis Ltda. None of the estimated Mineral Resources for the Amapari Project are located on the joint venture block of claims (Mineracao Serra Da Canga).

     By agreement dated May 21, 2003 all rights and responsibilities in the Amapari property held by AngloGold and its subsidiaries were transferred to Mineracao Pedra Branca do Amapari Ltda. (“MPBA”), a wholly-owned subsidiary of EBX. On January 9, 2004, 100% ownership of MPBA was acquired by Wheaton.

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     Although there are various conditions and requirements attached to the holding of mineral claims at various stages, the work on the Amapari Project has progressed to the stage where mineral resources have been delineated and feasibility studies have been completed, leading to an application (by Itajobi/AngloGold) for a Mining Concession over an area covering the mineral resources and adjacent areas necessary for a mining operation. Granting of the Mining Concession involves environmental licencing, a procedure carried out by the State Agency for the Environment. The process comprises three licencing steps: (1) Preliminary Licence (“LP”); (2) Installation (Construction) Licence (“LI”);and (3) Operational Licence (“LO”).

     The LP was issued October 23, 2002 and the LI was issued on August 29, 2003. The LI permits the immediate construction of the mine and plant site, and is the last requirement imposed by the DNPM for granting the Mining Concession. The LO can only be applied for at the end of the mine construction and is the licence that will permit production at commercial scale to commence.

     While the area covered by the Mining Concession (3,971.42 hectares) has not been legally surveyed, such concessions are defined in terms of the coordinate system in place in Brazil and are, therefore, fixed geographically.

     Surface rights covering the Mining Concession are held by the federal government of Brazil. The administration of the Mining Concession area, was previously transferred within the Federal Government administration to INCRA (Instituto Nacional de Reforma Agraria) — the National Institute for Colonization and Agrarian Reform, for the purposes of being included in the National Agrarian Reform Program. As the result of applications from Itajobi and MPBA, INCRA’s regional office (Amapa) issued on August 22, 2003 a final report confirming that the area, in fact, is not suitable for agriculture, and should likewise be excluded from the National Agrarian Reform Program. The matter has been submitted to the INCRA central administration office in Brasilia and, as soon as the report is confirmed, the area will be transferred back to the SPU (Secretaria do Patrimonio da Uniao) — Federal Real Estate Office. The use of the area covering the Mining Concession, then, should be secured by application to the SPU under the appropriate Occupation Licence. The Occupation Licence should be granted as a matter of course and Wheaton believes there are no grounds for opposition.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

     Macapa is served by scheduled airline service, mainly via the city of Belem in Para State. From Macapa, about 100 kilometres of paved road, followed by a similar length of unpaved road, runs to the town of Pedra Branca do Amapari (population 4,000), 180 kilometres from Macapa, and to Serra do Navio (population 3,300), about 15 kilometres from the project site. Serra do Navio is, essentially, a mining town established in the 1950s when manganese mining commenced nearby. A heavy duty railway was built to connect the area with the port of Porto Santana, near Macapa. Although the manganese operation was shut down in 1998, the railway continues to operate on a low-key basis. The local towns have been well maintained and much of the mining work force has remained. Electrical power is supplied by the federal government-owned public utility Eletronorte.

     The project site is one of gentle hilly relief, between 200 and 300 metres above sea level. The project is just north of the equator and the climate is tropical, that is, warm and humid. The rainy season is year-round, with about 75% falling in the first six months of the year. Annual rainfall averages 2,350 millimetres. Average annual temperature is 30 degrees Celsius. Except in areas of human habitation, the ground is covered by dense tropical forest.

     The area of the Mining Concession applied for is sufficient for the open-pit and underground operations designed on the known mineral resources, including areas for heap leach pads and waste rock disposal.

History

     Manganese was discovered in the region shortly after the second world war and this led to the establishment of a major mining operation at Serra do Navio in the 1950s by Industria e Comerciode Minerios S/A (ICOMI) and Bethlehem Steel.

     Exploration in the project area was carried out jointly by Anglo American and ICOMI in the 1970s, resulting in the location of base metal and gold geochemical soil anomalies and the finding of garimpeiro alluvial gold workings. Exploration ceased in 1978 with the departure of ICOMI from the joint venture.

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     A re-evaluation of the early data in 1992, plus further activities of garimpeiros, led to Anglo American applying for and obtaining claims from DNPM over the area of interest. Field work, based on a model of gold mineralization associated with iron formation, was restarted in 1994. This resulted in the discovery of the mineralized shear zone and the subsequent intensive exploration work which led to the estimation of mineral resources in 1996, subsequently revised in 1998. After the formation of, and transfer of Anglo American’s rights to, AngloGold in 1998, further work, particularly an infill drilling campaign in 1999, resulted in the mineral resources being updated in 2001. A feasibility study by AngloGold on the oxide resources was completed in October 2002.

     The property was acquired by EBX in May 2003 (together with senior AngloGold staff employed on the project). EBX carried out a feasibility study based on the AngloGold feasibility study for the oxide mineral resources and produced a pre-feasibility study for the mining of the sulphide mineral resources.

Geological Setting

     The Amapari Project area is located within the Guyana Craton in what has been described as the Maroni-Itacaiunas Mobile Belt, a tectonic unit running from Venezuela through the Guyanas into Amapa and Para States.

     The western part of the project area (about 25% of the property) is underlain by basement gneiss. The balance of the property area is underlain by ortho-amphibolite and meta-sedimentary rocks of the Vila Nova Group. The metasediments are similar to what has been named the Serra do Navio Formation in the nearby manganese mining area. These units are intruded by granitic pegmatites, diabase dykes and gabbro.

     The gold mineralization is associated with iron and carbonate-rich units of the chemical sedimentary unit known as the William Formation. This unit is comprised of a basal calc-magnesian domain made up of carbonate schist and calc-silicates, and an iron domain of banded iron formations (“BIF”). The chemical sedimentary unit is overlain by amphibole and quartz-amphibole schist that, in turn, grade into mica schist and muscovite quartzite. A north-south shear zone appears to have acted as a conduit for gold-bearing hydrothermal fluids resulting in gold mineralization to various degrees in all the reactive rocks, particularly the BIF.

Exploration

     Initial exploration activities in the 1970s produced strong lead-zinc soil geochemical anomalies in the Amapari area where a BIF outcrop was found in the vicinity of garimpeiro workings. Exploration work was suspended in 1978, recommenced in 1994 and was discontinued in 2001. This exploration effort comprised broad-scale investigations such as geological mapping, geochemical and geophysical surveys, leading to the discovery of the mineralized shear zone in 1994. This was followed by intensive investigation of the mineralized zone, consisting primarily of RC drilling, auger drilling and diamond drilling.

     The Amapari Project comprises almost a quarter million hectares around the known mineral resources and mineral reserves. Much of this area, extensively covered by heavy tropical vegetation, remains essentially unexplored in any detail. Wheaton has planned an aggressive campaign to expand mineral resources and has identified exploration targets it believes will extend the mine life.

Deposit Geology and Mineralization

     Mineralized zones found indicate high-temperature hydrothermal activity with skarn-type characteristics. Such mineralization has been found, to various degrees, in all of the reactive rocks in the area, particularly the BIF. Designating some of the mineralization as skarn, at least in part, is based on the textures and the presence of mineral assemblages such as garnet, diopside-hedenbergite, actinolite, epidote, hornblende, vesuvianite and apatite with indications of a temperature of formation above 474 degrees Celsius, plus the presence of minor copper-lead-zinc.

     Gold and other metals were carried by metasomatic fluids through channels resulting from shearing and faulting. The presence of pegmatites indicates a possible granitic intrusion at depth as the source of the mineralizing fluids.

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     Deep tropical weathering and oxidation produced near-surface saprolitic mineral deposits overlying the primary sulphide mineralization.

     The locus for the mineralization on the property comprising the Amapari Project is a north-south shear zone exhibiting intense hydrothermal alteration, particularly silicification and sulphidation, bearing auriferous pyrrhotite and pyrite. The alteration is most intense in BIF, followed by amphibolite, carbonate schist and calc-silicate rocks. The presence of superimposed foliation, brecciation and silicification indicates some remobilization of the auriferous mineralization.

     The mineralization occurs in a series of deposits over a 7 kilometre strike length of the shear zone along a north-south line of topographic ridges. These deposits have been named Urucum in the northern part of the zone and Tapereba in the southern part. Higher grades are associated with the more intensely hydrothermally-altered rocks. The mineralization may be classified as primary sulphide mineralization and oxide mineralization derived from the primary sulphides.

Sulphide Mineralization

     The primary mineralization consists of a series of sulphide-bearing lenses striking north-south to north-northwest-south-southeast, dipping 75 to 90° East, and plunging N10° West, at about 18° at the northern (Urucum) end of the mineralized zone and increasing to 27° at the southern (Tapereba) end. Individual lenses achieve a thickness of several metres. Sulphide content is generally in the range of 5% to 10%. Pyrrhotite and pyrite are the predominant sulphide minerals, pyrrhotite being more prevalent in the Urucum area with pyrite increasing southwards toward Tapereba. Sulphides present in lesser amounts include chalcopyrite, sphalerite, galena, arsenopyrite and marcasite. Sulphides are found also as disseminations and fracture fillings on the margins of the mineralized bodies.

     Gold occurs primarily with the phyrrhotite (Urucum) and the pyrite (Tapereba). Studies show that the gold occurs as free gold, that is, not tied into the crystal lattice of the sulphide minerals (and, hence, easily liberated during processing).

     In the northern Urucum end, the exploration work has outlined two parallel deposits separated by 20 metres to 30 metres. One deposit, consisting of four individual lenses, is located in BIF, while the second deposit, comprising three closely spaced shoots, is hosted by amphibolite and calc-silicate rocks. In the Tapereba zone, two clusters of lenses, separated by 1,350 metres, have been outlined in amphibolite/calc-silicates.

Oxide Mineralization

     Intense tropical weathering, reaching down 100 metres to 130 metres, has caused the formation of saprolite, that is, the in situ oxidation of the primary sulphide mineralization. The saprolite consists mainly of iron oxides and hydroxides, clay and silica. These saprolite bodies follow the strike, dip and plunge of the massive sulphides. As well, extensive blankets of gold-bearing colluvium, up to 10 metres thick and made up of laterite/saprolite fragments in a ferruginous clay-sand mix, overly the saprolite. Together, gold-bearing saprolite and colluvium are referred to as “oxide mineralization”.

Drilling

     Drilling on the project was carried out in two major campaigns, an initial campaign between 1995 and 1998 and a subsequent in-fill drilling campaign in 1999.

     The initial drilling program comprised RC, diamond drilling and auger drilling. The majority of the drilling of the oxide mineralization was by means of RC, while a program of auger drilling was carried out in an investigation of the mineralized colluvium. A diamond drilling program investigated the primary sulphide mineralization, as well as the overlying oxide mineralization. The initial drilling program (1995-98) was done by contractors, SETA Servicos Tecnicos Minerais Ltda, GeoService Ltda and Servsonda Ltda. The later in-fill drilling campaign (1999) was carried out by Diana Drill Ltda.

     RC drill holes were laid out on sections 100 metres apart across geochemically anomalous zones, with holes drilled at 40 metres intervals along these sections. Subsequently, an in-fill RC drill program was completed to

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produce an overall section line spacing of 50 metres. Samples were taken every metre. With the mineralized zones typically dipping about 60 degrees East, and the holes angled at 60 degrees West, the true thickness of a one-metre sample is about 85 centimetres. For more steeply angled holes, the true thickness would be proportionately less. A total of 38,199 metres of RC drilling was completed in 659 holes.

     The objective of the diamond drilling program was to investigate both the saprolite mineralization and the sulphide mineralization below it. However, the hole locations were laid out such that the program also served as an in-fill drilling program for the oxide mineralization defined by the RC drilling pattern. In general, the diamond drill sections were spaced 100 metres apart. Diamond drilling was also used to check the accuracy of RC holes, as twin holes. A total of 63,553 metres of diamond drilling was completed in 377 holes.

     The auger drilling program was carried out primarily to investigate the mineralized colluvium immediately above and adjacent to the sub-outcrops of the mineralized shoots and to cover all areas with gold-in-soil geochemical values greater than 100 parts per billion. Holes were vertical and usually less than 10 metres deep. Samples were taken for every 1 metre of penetration. The auger grid spacing was 50 metres by 40 metres. A total of 7,533 metres of auger drilling was completed in 887 holes.

Sampling and Analysis

     Sampling at the Amapari Project advanced from early regional exploration activities which led to the identification of mineralization, through RC, auger and diamond drilling on which the mineral resource estimation is based, to sampling for pilot plant metallurgical testing for determining processing parameters to be considered in a feasibility study. Geochemical sampling, RC drilling sampling, diamond drilling core sampling, auger drilling sampling and channel sampling were completed on the Amapari Project in accordance with standard industry practice.

     All regular samples from the project during the initial exploration and drilling campaign (1995-98) were sent to the NOMOS Laboratory in Rio de Janeiro or to the MMV Laboratory in Nova Lima for analysis. Soil samples were dried and screened to minus 80 mesh for analysis. Other samples were crushed and ground and homogenized to appropriate standards in preparation for assaying. NOMOS, a Brazilian laboratory utilized by numerous mining companies, is certified by the Conselho Regional de Quimica do Rio de Janeiro. MMV Laboratory is a division of Anglo American’s “Mineracao Morro Velho” gold mine, specialized in gold analysis in ore and exploration sampling.

     For the second, or in-fill, drilling campaign in 1999, all samples were analysed at Lakefield Geosol Ltda. (part of the international SGS Lakefield Research group) in Belo Horizonte, Minas Gerais province. Lakefield Geosol is an ISO9002 certified facility, specializing in the minerals industry.

     Other than for geochemical samples, all gold determinations were carried out by standard fire assay procedures. A 50 gram fraction of sample was mixed with flux and smelted at 1,200 degrees Celsius, with the gold collected by lead oxide. The prill obtained was dissolved in aqua regia with the gold content being determined by atomic absorption. This analytical procedure had a detection limit of 10 parts of gold per billion for rock and core and 1 part of gold per billion for soils.

     For base metal determinations, a 2 gram sample was digested in hot aqua regia, neutralized with 40 millimetres of ammonium acetate, and analyzed for copper, zinc, lead, nickel, cobalt and chromium by atomic absorption. Arsenic was determined colorimetrically. Detection limits for the procedure were 1 part per million, except for chromium which was 10 parts per million and arsenic which was 5 parts per million.

Quality Control and Data Verification

     At the NOMOS laboratory, internal quality control was carried out by means of standards and blanks. To each batch of 45 samples, two artificial standards, one sample standard and two blank samples (one made up of reagents, one quartz) were added, bringing each batch to 50 analyses. By this means, the accuracy of the analytical procedures were determined by the standard samples; the reagent blank measures any reagent contamination and the quartz blank determines the extent, if any, of contamination during the sample preparation process. At least 30% of the samples of varying grades in each group were subjected to repeat analysis.

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     In 1995-98, during the initial drilling campaign, the Amapari Project operators included blind duplicate samples as an independent external check on the NOMOS laboratory. In every batch of 30 RC samples, one was repeated. The results of the duplicate assays on the pairs of samples agreed satisfactorily to Micon.

     Also during this period, duplicate samples were sent to both NOMOS and to Mineração Morro Velho (“MMV”), Anglo American’s operating mining company in Brazil. The results showed agreement between the two laboratories.

     For the in-fill drilling program of 1999, AngloGold used Lakefield Geosol in Belo Horizonte, Brazil for sample analysis. As part of its quality control program, AngloGold, in 1999-2000, carried out an inter-laboratory test comprising a series of standards and 16 Amapari Project samples sent to eight different laboratories. The results showed that the Lakefield Geosol results were acceptable. However, the results also showed that the NOMOS and MMV laboratories, used as the prime laboratory and the check laboratory, respectively, during the earlier drilling campaign, were biased high. As a check on the earlier results, AngloGold submitted 592 of the old samples to Lakefield Geosol for analysis.

     The results confirmed that a high bias existed in the original NOMOS and MMV assay data. An analysis of the results showed that the bias was irrespective as to sample type, that is, RC, diamond core, auger or channel. However, the overall bias was strongly influenced by a few obviously erratic results (wrong sample picked up, incorrect labelling, etc.). After removal of these erratic samples, it was established that the NOMOS and MMV bias was restricted to higher grade samples, that is, above 10 grams of gold per tonne. Accordingly, a corrective formula was devised to apply to the old NOMOS and MMV data. This resulted in a very small decrease in the grade of the oxide composites.

     The Lakefield Geosol data used in the NOMOS and MMV tests were subjected to outside testing by sending 58 of the 592 samples to ALS Chemex S.A. for re-assay in 2001 which confirmed the Lakefield results.

     For sulphide mineralization, there was agreement between the results obtained by NOMOS and MMV, but, as far as Micon can determine, these results were not subjected to the outside laboratory testing described above for the oxide mineralization. However, Micon is of the opinion that there is a high degree of confidence to the results because MMV is an operating company well-experienced in the assaying of sulphide gold ores.

Mineral Reserves and Mineral Resources

     Mineral Reserves and Mineral Resources are estimated using the JORC Code. See “Technical Information — Summary of Ore/Mineral Reserves and Mineral Resources — JORC Code Definitions” for JORC Code definitions.

     Because of their distinct characteristics resulting in two very different mining and recovery processes and different economic parameters, the mineral resources and mineral reserves are divided into two categories, namely “oxide” (saprolite plus colluvium) and “sulphide”.

     All Mineral Resources and Mineral Reserves are located in the concession block for which a mining concession has been applied for by MPBA.

Oxide Mineral Resources and Mineral Reserves

Oxide Mineral Resources

     For Mineral Resource determination, with the objective of potential open-pit extraction, the mineralized bodies were grouped into three main deposits: Tapereba ABC, Tapereba D and Urucum.

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     The following tables set forth the estimated oxide Mineral Resources for the Amapari Project as at January 9, 2004:

Oxide Measured, Indicated and Inferred Mineral Resources^(1)(2)(3)
(including Oxide Proven and Probable Mineral Reserves)

Deposit	Category	Tonnes		Grade		Contained Gold
		(000s)		(grams per tonne)		(ounces)
Tapereba ABC (Colluvium)	Measured		3,320		1.40		150,000
	Indicated		2,340		0.84		63,000
	Measured + Indicated		5,660		1.17		213,000
	Inferred		150		0.4		2,000
Tapereba D (Colluvium)	Measured		70		1.43		3,000
	Indicated		270		1.15		10,000
	Measured + Indicated		340		1.21		13,000
	Inferred		150		1.1		5,000
Urucum (Colluvium)	Measured		770		1.16		29,000
	Indicated		2,080		1.00		67,000
	Measured + Indicated		2,850		1.04		96,000
	Inferred		—		0.9		—
Tapereba ABC (Saprolite)	Measured		1,000		2.66		86,000
	Indicated		4,680		2.27		342,000
	Measured + Indicated		5,680		2.34		427,000
	Inferred		2,840		2.6		235,000
Tapereba D (Saprolite)	Measured		60		4.09		8,000
	Indicated		420		2.83		38,000
	Measured + Indicated		480		2.99		47,000
	Inferred		30		2.7		3,000
Urucum (Saprolite)	Measured		160		2.28		12,000
	Indicated		1,250		1.99		80,000
	Measured + Indicated		1,410		2.02		92,000
	Inferred		810		1.8		48,000
Total	Measured		5,390		1.66		287,000
	Indicated		11,050		1.69		600,000
	Measured + Indicated		16,440		1.68		888,000
	Inferred		4,030		2.2		292,000

(1)	The oxide Mineral Resources reviewed by Micon were estimated in-house by the Technical Services Department of AngloGold South America in 2001. Previous Mineral Resource estimations were carried out by Minorco (a predecessor of AngloGold) in 1996, revised in 1998, and by AngloGold in 1999 (prior to the 1999 drilling campaign). Mineral Resources are classified according to JORC Code, which in the opinion of Micon, is in all material respects equivalent to the resource classifications defined in the CIM Standards.
(2)	As the mineralization crosses lithological boundaries, the Mineral Resources could not be demarcated by rock type, so a gold cut-off value was used to define the deposits. Mineral Resource estimation was carried out by means of ordinary kriging using separate parameters for the three deposits, Tapereba ABC, Tapereba D and Urucum. For saprolite mineralization, the cut-off grade was 0.4 grams of gold per tonne; for colluvium the cut-off grade was 0.25 grams of gold per tonne.
(3)	Derived numbers may not compute exactly due to rounding.

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Oxide Mineral Reserves

     The oxide Mineral Reserves reviewed by Micon formed the basis for an in-house feasibility study by AngloGold, dated October, 2002, based on a series of open-pits and heap leach processing. All technical parameters and cost data used in the estimation of Mineral Reserves were derived by AngloGold. The pit optimization and design were not changed in the revised feasibility study.

     The following table sets forth the estimated oxide Mineral Reserves for the Amapari Project as at January 9, 2004:

Oxide Mineral Reserves^(1)(2)(3)

Category	Tonnes		Grade		Contained Gold
	(000s)		(grams per tonne)		(ounces)
Proven		3,350		2.15		231,000
Probable		6,470		2.12		443,000
Total		9,840		2.13		674,000

(1)	Based on a gold price of $325 per ounce.
(2)	Mineral Reserves are categorized according to JORC Code which in the opinion of Micon, is in all material respects, equivalent to the reserve categories defined by the CIM Standards.
(3)	Mineral Reserves were calculated after allowing for 0.5 metres of lateral dilution for saprolite and 0.3 metres at vertical dilution for colluvium.

Sulphide Mineral Resources and Mineral Reserves

     The sulphide Mineral Reserves and Mineral Resources encompass the mineralized material identified below the zone of oxidized mineralization.

     Based on an initial assessment of the data, it was concluded that the Urucum area contained mineral resources that, in part, satisfied the criteria for indicated mineral resources and, in part, inferred mineral resources, while the density of data in the Tapereba area could only support the estimation of inferred resources.

     Urucum: The Urucum area hosts two well-defined, parallel, steeply-dipping tabular sulphide deposits, generally separated by 25 m to 30 m, named Urucum 1 and 2, plus at least one other lesser shoot. Of the 160 composited intercepts that define the mineralization, 86 (64 diamond drill, 22 RC) meet the minimum cut-off criteria previously established (3 g/t Au, 2 m-thickness). Geological interpretation shows that 81 intercepts are in Urucum 1 and 2 and five intercepts represent an ill-defined third parallel body not considered for resource estimation at this stage. Based on the geologist’s judgement, the deposit outlines included a few points not meeting the grade/thickness cut-off criteria in order to dampen the excessive effect of nearby high grades. Using the composited data, each of the two deposits were outlined on a vertically-projected strike section.

     The sulphide mineral reserves extend from 5 metres beneath the oxidized mineralization level to the minus 200 metres level. This involves a vertical panel of some 360 metres. A “crown pillar” will be left between the overlying weathered rocks and the mineable sulphide ore below. This “crown pillar” is estimated to contain some 111,000 tonnes of the mineral resources. For the remaining material, a mining recovery factor of 90% was applied, to account for additional pillars (vertical and horizontal), plus operational ore loss, compromising further 478,000 tonnes of Indicated Mineral Resources.

     Tapereba: For the sulphide mineralization underlying the Tapereba ABC oxide resources, 14 composited intercepts meeting the cutoff criteria were derived from 110 samples averaging 6.03 g/t Au. Since only Inferred Mineral Resources could be estimated from the data, the precision required was less than for Urucum, and the 2D modeling approach was not used. Instead, the deposit defined by the 14 intercepts was wireframed and a block model was constructed, using blocks of 20 metres along strike (north-south direction) and 20 metres on vertical. The dimension across strike, equivalent to horizontal thickness, is defined by the wireframe, defining

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the tonnage of the orebodies after multiplying the volume of the block model by the density estimated for the area. For the variogram model, the Urucum model was adopted. Ordinary kriging was used to estimate grade.

Sulphide Mineral Resources

     The following table sets forth the estimated sulphide Mineral Resources for the Amapari Project as at January 9, 2004:

Sulphide Mineral Resources⁽¹⁾⁽²⁾
(including Sulphide Mineral Reserves)

Deposit	Category	Tonnes		Grade		Contained Gold
		(000s)		(grams per tonne)		(ounces)
Urucum 1	Indicated		3,750		5.2		622,000
	Inferred		1,590		6.2		317,000
Urucum 2	Indicated		1,150		4.8		179,000
	Inferred		660		7.4		157,000
Tapereba ABC(3)	Indicated		—		—		—
	Inferred		1,170		5.9		222,000
Total	Indicated		4,900		5.1		801,000
	Inferred		3,420		6.3		696,000

(1)	Based on a cut-off grade of 3 grams of gold per tonne.
(2)	Mineral Resources were classified in accordance with the JORC Code, which in the opinion of Micon is in all material respects equivalent to the resource classification defined by the CIM Standards.
(3)	Tapereba ABC includes Tapereba AB1, Tapereba AB2, Taperaba AB3, Tapereba C1 and Tapereba C2.

Sulphide Mineral Reserves

     The following table sets forth the estimated sulphide Mineral Reserves for the Amapari Project as at January 9, 2004:

Sulphide Probable Mineral Reserves^(1)(2)(3)(4)

Deposit	Tonnes		Grade		Contained Gold
	(000s)		(grams per tonne)		(ounces)
Urucum 1		3,800		4.58		560,000
Urucum 1		1,140		4.29		158,000
Total		4,940		4.51		718,000

(1)	Mineral Reserves are categorized in accordance with the JORC Code, which in the opinion of Micon is in all material respects equivalent to the mineral reserve categories defined by the CIM Standards.
(2)	To convert the resource grade to reserve grade, a dilution factor of 15%, at a grade of 0.60 grams of gold per tonne, was applied.
(3)	To convert resource tonnes to reserve tonnes, after the addition of 15% dilution and loss of the “crown pillars”, a mine recovery factor of 90% was applied.
(4)	Based on a gold price of $325 per ounce.

Mining Operations

     Given the near surface location of the major zones of oxidized mineralization and the local topography, it was decided that initial development of the mineral resource would be by open-pit methods. The exploitation of the oxide mineral resources by open-pit mining and heap leaching of agglomerated crushed ore was evaluated in a July 2003 feasibility study. This study utilizes and updates an earlier feasibility study prepared by AngloGold.

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An extension to this feasibility study, in the form of a pre-feasibility study for an underground mine to exploit the underlying sulphide resource when the oxide resources are depleted, has also been prepared. Wheaton intends to carry out a detailed feasibility study after further drilling has been carried out and the geological and metallurgical aspects of the sulphide zones are better understood.

     It may be possible to accelerate the development and production phases of the sulphide mineral reserve from those shown in the pre-feasibility study, to increase total annual gold production in the later phases of the Amapari Project, however, there is no assurance that this will occur.

     The combined open-pit and underground operations, recovering oxide and sulphide mineral resources is expected to result in the output of almost 1.5 million ounces of gold over a period of 11 years, with a peak annual production of 188,000 ounces and a sustained output of approximately 135,000 ounces per year during the later years of pit production and during the subsequent period of underground operations. Production from the open-pit is scheduled to commence by the end of 2005, with subsequent output from the underground operations commencing in 2012. Pit optimization will be carried out during 2004.

Proposed Open-Pit Operations

     Using the resource block model, the pit slope recommendations, and the expected operating costs based on the mining and milling methods selected, an open-pit mining plan was designed and the mineral reserve was determined. The method followed the conventional approach using a Whittle4X shell based on a 0.7 grams of gold per tonne cut-off grade at a gold price of $325 per ounce, followed by optimization and final mine design incorporating ramps and benches. The final pit was optimized using only measured and indicated mineral resources in the oxide mineralization.

Proposed Underground Operations

     The sulphide mineral resources are present in three zones. Wheaton plans to access these zones via declines from surface. The declines will traverse some 90 metres to 120 metres of weak saprolite before encountering competent hard rock. In the saprolite, 5.5 metre x 5.5 metre openings, with reinforcement of steel ribs and wire mesh and shotcrete, will be utilized. In the lower, hard rock, 5 metre x 5 metre declines are planned to be driven with only local support on an as-required basis.

     Wheaton currently expects that access to the orebody will be via sub-levels, at 20 metre vertical intervals, from the main ramps in the footwall of the orebody. Ventilation and services are planned via excavations in the hangingwall of the orebody, which Wheaton plans to connect to the main ramp at each sub-level.

     Wheaton intends to use mobile electrical substations that will be moved as the mine deepens. The objective is to concentrate the production in a few producing stopes simultaneously, thus reducing the requirement of equipment and manpower.

Milling Operations and Recoverability

Heap Leach of Oxide Mineralization

     The results of testwork confirmed that conventional heap leaching would provide an economical recovery level on the oxidized mineralization. Tests have indicated that gold recovery approaching 95% could be achieved under test conditions in a 50-day leach period. On this basis, it is anticipated that a 90% gold recovery under normal operating conditions under a 70-day leach cycle is achievable. However, as the percentage of saprolite in the plant feed increases in the latter phases of the mining of the oxide mineralization, it may result in a slower rate of gold recovery from the heaps.

     Heaps are planned at single lifts, each 6 metres high, placed with conventional conveyors and stackers. The ore will be crushed in a two-stage process to minus 40 millimetres before dosing and agglomeration. A typical heap cycle is expected to be 126 days including 70 days leaching, 20 days neutralization, 10 days washing, 10 days drainage and the rest for heap construction and removal to waste. Cyanide consumption is estimated at 0.5 kilograms per tonne. It is planned that there will be a total of 18 pads each with a nominal capacity of 60,000 tonnes. The pregnant solution will then follow the conventional route of adsorption, desorbtion, and electrowinning.

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Processing of Sulphide Mineralization

     The metallurgical design for the sulphide mineralization was carried out by Natrontec Ltda., an experienced Brazilian process design and engineering company, based on a limited amount of testwork. In 1995, Minorco carried out three conventional cyanide bottle roll leaching tests, at the Nova Lima Anglo Research Laboratory, on sulphide ore from the Amapari Project. The gold recovery averaged 92.79%, using 0.62 kilograms per tonne of cyanide with a residence time of 14 hours. The average grade was 6.15 grams of gold per tonne.

     In June 2003, EBX carried out, under Natrontec supervision, five additional leaching tests at the NOMOS laboratory in Brazil, using 30 kilograms of sulphide ore obtained from seven mineralized intercepts in diamond drill holes. The average gold recovery was 96.17% using 0.7 kilograms per tonne of cyanide, with a residence time of 7 hours. The average head grade was 4.23 g/t Au. The samples used for the metallurgical testwork were selected from widely spaced locations across the sulphide ore zones.

     From the 86 drilling intervals used in the sulphide mineral resource evaluation, a sample of 7 intervals (8%) was chosen for metallurgical tests. The intervals chosen are representative of the deposit, although the indicated mineral resources are better represented than the inferred mineral resources. Given the limited sample size, a degree of risk exists in the estimates of recovery and flowsheet design. However, since a CIL circuit is proposed, this risk is not considered excessive for this stage of pre-feasibility study. Further testwork is planned for a final feasibility study.

     In June 2003, EBX also carried out two work index tests at the Centro de Tecnologia Mineral-CETEM (a Brazilian Mineral Research Institute). The results of these tests showed an average work index of 12.8 kilowatt hours per tonne.

     Since limited information is available regarding the mineralogical characterization of the sulphide ore, certain assumptions have been made to define the probable distribution of minerals in the mill feed. The chemical analysis of the sulphide ore and the mineralogical characterization of the oxide ore, both obtained from the Minorco testwork, were used. The proportion of stable minerals, such as hematite and magnetite, was maintained, and the proportion of carbonate and sulphide were slightly increased, based on the proportions of these minerals as described in the geological logs. In order to confirm these estimates, a petrology expert has been retained to carry out thin sections studies. The results of this study are pending.

     The main premise of the plant design for the sulphide ore project based on these tests results, is utilization of some of the heap leach process facilities that will be installed for treatment of the oxide ore at the Amapari Project. The plant is designed to process one million tonnes per year of sulphide ore, grading 4.51 grams of gold per tonne, with a recovery of 94%, producing on average 4.2 tonnes of gold (135,000 ounces per year).

     It is assumed that a conventional treatment route will be adopted, comprising primary, secondary and tertiary crushing, grinding via a ball mill, followed by CIL leaching. The milling and classification circuit and CIL leach train will be located adjacent to the future heap leach carbon regeneration, elution and electro-winning facilities of the planned open-pit mine.

     The tailings will initially be deposited in the exhausted open-pits 1 and 2 of the Tapereba D orebody, which are located at less than 800 metres to the east of the plant. These sites are expected to provide a volume of 1.2 million m³ for storage of tailings, also contributing to the topographic restoration of the area. Assuming a density of 1.5 t/m³ for the material, it may be possible to deposit 1.8 million t of material in these sites. The remaining material, around 3.2 million tonnes, are expected to be deposited in a valley, some 500 metres to the south of the metallurgical plant. Both areas will be prepared with leak detection systems and waterproofed with PVC lining. At the outflow point of the dams, the water chemistry will be monitored to avoid release of contaminants to the environment.

Markets and Contracts

     The product transported from the Amapari site will be gold doré bars to be refined by third party refiners. Gold bullion will be sold on international markets.

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Environmental and Permitting Considerations

     Brazil has a well established series of procedures in federal, state and local laws and regulations governing environmental and permitting matters. Since the Amapari Project is situated within the Amazon Region, these procedures are generally stronger and more thoroughly scrutinized.

     AngloGold previously made substantial progress towards obtaining all required approvals for the commencement of mining at the Amapari Project. AngloGold and its consultants completed a significant number of environmental studies on the Amapari Project, although most of these studies addressed the environmental considerations associated with the open-pit mining of oxide ore. Studies associated with the underground mining of sulphide ore are less advanced, however Wheaton anticipates that it will be able to complete required studies before underground operating permits are required.

     Comprehensive environmental studies and management plans, including an Environmental Impact Assessment, an Environmental Monitoring Plan, and a Rehabilitation Plan were carried out by AngloGold, and submitted to the State Secretariat for the Environment as part of the licensing process.

     The aim of the environmental management plans is to meet all legislative requirements, minimize any possible environmental impacts and fully recuperate all impacted areas. The environmental management plans include monitoring and implementation of necessary remedial measures in relation to surface water, mine, plant and workshop effluents, air quality and gaseous emissions, noise and vibrations, plus licensing, rehabilitation of degraded areas, storage of residues, sanitation, internal and external auditing, and monitoring and control of impacts in areas adjacent to the project area.

     Enesar conducted an independent environmental assessment of the project in January 2004. Key recommendations include comprehensive geochemical characterization of construction materials and mine and beneficiation wastes, improvements in stormwater management and planning, and improvements in environmental monitoring and management procedures. Environmental Geochemistry International (EGi) has been retained to carry out the geochemical characterization studies.

     The key environmental impacts of the sulphide mining operation relate to the tailings dam and waste dumps. The tailings dam will be designed with a substantial freeboard to reduce the possibility of unplanned overflow of cyanide-bearing solution. Solution will be routinely recycled to the plant, but provision has been made for the incorporation of cyanide destruction facilities in the event that release of excess solution becomes necessary. The dam will be lined with an impermeable PVC liner, and monitoring bores will be installed around the dam. Wheaton has carried out a full review of all environmental issues associated with the oxide development using an internationally recognized consultant. All project concepts were confirmed as acceptable by this group.

Capital Cost Estimates

     Capital cost estimates have been prepared for the establishment of open-pit and heap leaching facilities for the exploitation of the near surface oxide mineral resources, and for the underground mining and CIL processing of the underlying sulphide mineral resources. Allowances are included for infrastructure and engineering, procurement and construction and owner’s project management costs. On-going replacement and development costs also are included. Total capital costs, including closure costs, for the open-pit mines and heap leach processing are estimated to be $65.5 million. Total capital costs, including closure costs, for the underground mine and CIL processing facility are estimated to be $75.7 million over the life of the mine.

Taxes

Corporate Income Tax

     Corporations in Brazil are generally subject to income tax at a rate of 25% plus a social contribution tax of 9% of accounting income for a theoretical composite tax rate of 34%. These tax rates are subject to change by the Brazilian legislature. Tax holidays exist to encourage the development of certain regions of the country.

     The State of Amapa is in a Brazilian income tax incentive zone where new projects can apply for a tax holiday in respect of corporate income tax. Accordingly, Wheaton qualifies to receive a 75% tax reduction for a maximum of 10 years on the 25% income tax normally payable on income and non-refundable additives assessed upon profits generated by the Amapari Project. As a result of this tax reduction, the tax rate used in the Amapari

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Project cash flow model is 6.25% for the years 2004 to 2013, and 25% (full tax) thereafter. In addition to this incentive, other law is in place to encourage re-investment in the region. This permits the recovery of 30% of the income tax payable for use of expansion or extension of existing projects.

     The gold from the Amapari Project will be sold to external market as a commodity. A tax on financial transactions would only be applicable if the gold is traded as a financial asset.

     As an exporter of gold, the Amapari Project will be exempt from revenue taxes and trade taxes on sales.

State Royalty

     The Amapari Project is subject to a state royalty of 1% of gross revenue, 65% to be paid to the municipality of Pedra Branca do Amapari, 23% to the State Government and 12% to the Federal Government.

Production Estimates

     Metal recoveries are estimated dependent on ore type processed, oxide or sulphide, with an average value for recovery over the life of the mine of 91.8% of in situ gold.

     The proposed facilities at Amapari, for a base case scenario, will produce almost 1.5 million ounces of gold over a period of approximately 11 years, with a maximum annual output of approximately 188,000 ounces, in the second year and an average production of approximately 135,000 ounces per year for the last six years.

Mine Life and Payback

     Utilizing the base case projection, operations at the Amapari Project would commence in 2005 and continue for 11 years until 2015. In the optimistic case, the operations would continue for 14 years, until 2018, although no assurance can be given that production would extend to such time. Payback for the base case is two years.

     Advanced exploration opportunities exist at the Amapari Project which, Wheaton believes, have the potential to significantly extend the life of the operations.

Other Projects

El Limon Gold Deposits, Mexico

     Wheaton holds a 21.2% interest in the El Limon gold deposits (of which 14% is a carried interest) with Teck Cominco owning the remaining 78.8%. Wheaton’s interest in El Limon was acquired through the acquisition of Miranda in November 2003. The El Limon project consists of a series of skarn related gold deposits located 15 kilometres north-west of the Los Filos Project.

     To date, the gold deposits in the El Limon area have not been densely drilled and only two deposits have enough data to qualify as a resource. Teck Cominco prepared resource estimates on both the El Limon and Los Guajes deposits in 2003 based on the results from the 2003 and earlier drilling campaigns. In 2003, Teck Cominco completed 1,208 metres of drilling over eight diamond drill holes at El Limon and 2,191 metres of drilling over 15 diamond drill holes at Los Guajes. To date, 45 diamond drill holes have been drilled on El Limon and 37 diamond drill holes and 7 RC drill holes have been completed at Los Guajes.

     The following table sets forth the estimated Mineral Resources for the El Limon gold deposits (100%) as at December 31, 2003:

Inferred Mineral Resources^(1)(2)(3)(4)

						Contained
Deposit	Category	Tonnes		Gold		Gold
		(000s)		(grams per tonne)		(ounces) (000s)
El Limón	Inferred		16,500		3.1		1,600
Los Guajes	Inferred		3,500		3.1		360

(1) All Mineral Resources have been calculated as of December 31, 2003, in accordance with the CIM Standards.

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(2)	The Mineral Resources for the El Limón gold deposits set out in the above table have been estimated by Jim Grey, P.Geo. of Teck Cominco and for Los Guajes by Al N. Samis, P.Geo. at Teck Cominco, both of whom are qualified persons under NI 43-101. The Mineral Resources are classified as inferred and are based on the CIM Standards.
(3)	Cut-off grade was 0.7 grams of gold per tonne.
(4)	Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.

     Teck Cominco continues to advance this project, with more drilling on several of the other deposits through the first few months of 2004. Wheaton anticipated continued resource growth through 2004 on El Limon.

Golden Bear Mine

     Wheaton owns the Golden Bear Mine in northwestern British Columbia through its wholly-owned subsidiary, North American Metals Corp. The Golden Bear Mine was a seasonal operation that operated from about April to October annually. All mining was completed at the end of the 2000 operating season. In 2001, 88,943 tonnes of the Kodiak B stockpiled ore grading 8.8 grams of gold per tonne were crushed and stacked, but the main activity was leaching the ore stacked on the Totem Creek pad from the 2001 and previous seasons. The Golden Bear Mine produced 33,711 ounces in 2001, its last year of commercial production. Reclamation activities began in 2000 and should be completed during the summer of 2004 except for the access road. Reclamation consists of activities such as the removal of plant and equipment, re-sloping of dumps, re-vegetation and closure of the access road. Funding will be provided from a reclamation deposit and cash held by the government under a safekeeping agreement, sale of mine site equipment and the balance from working capital. Negotiations have been undertaken with the Province of British Columbia to see if the government is willing to assume responsibility for the access road that would relieve Wheaton of further liabilities. Long term monitoring of the local water streams in the area will remain as a Wheaton liability.

DIRECTORS AND OFFICERS

     The following table sets forth the name, municipality of residence, position held with Wheaton, principal occupation and number of Wheaton Shares beneficially owned by each person who is a director and/or an executive officer of Wheaton. The statement as to the Wheaton Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by the directors and executive officers hereinafter named is in each instance based upon information furnished by the person concerned and is as at April 28, 2004.

			Number of Wheaton
			Shares Beneficially
			Owned, Directly or
			Indirectly or Over
Name and			Which Control or
Municipality of Residence	Position with Wheaton	Principal Occupation	Direction is Exercised
Ian W. Telfer(4)	Chairman, Chief Executive	Chairman and Chief Executive		340,000	(5)
West Vancouver,	Officer and a Director since	Officer of Wheaton
British Columbia	2001
Larry Bell(6)	Director since 2003	Non-Executive Chairman of	Nil(6)
West Vancouver,		the British Columbia Hydro
British Columbia		and Power Authority
Frank Giustra(3)	Director since 2001	Chairman of Endeavour		3,063,800	(7)(8)
West Vancouver,		Financial Corporation
British Columbia
Douglas Holtby(1)(2)	Director since 2003	President and Chief Executive		250,000	(9)
West Vancouver,		Officer of Arbutus Road
British Columbia		Investments Inc.
Eduardo Luna(10)	Executive Vice President and	Executive Vice President of		6,700	(10)
Mexico City, Mexico	a Director since 2002	Wheaton and President of
		Luismin, S.A. de C.V., a
		subsidiary of Wheaton

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			Number of Wheaton
			Shares Beneficially
			Owned, Directly or
			Indirectly or Over
Name and			Which Control or
Municipality of Residence	Position with Wheaton	Principal Occupation	Direction is Exercised
Antonio Madero(2)	Director since 2002	Chairman and Chief Executive		Nil	(11)
Mexico City, Mexico		Officer of SANLUIS
		Corporacion, S.A. de C.V.
Ian J. McDonald (1)(3)(4)	Director since 1990	Chairman of Glencairn Gold		253,205	(12)(13)
Toronto, Ontario		Corporation
Neil Woodyer(2)	Director since 2001	Managing Director of		Nil	(8)(14)
London, England		Endeavour Financial
		Corporation
Peter Barnes	Executive Vice President and	Executive Vice President and		9,700	(15)
North Vancouver,	Chief Financial Officer	Chief Financial Officer of
British Columbia		Wheaton
Russell Barwick	Executive Vice President	Executive Vice President of		Nil	(16)
Sydney, Australia		Wheaton
Paul M. Stein	Secretary	Partner, Cassels Brock &		105,200	(17)
Toronto, Ontario		Blackwell LLP(law firm)

(1)	Member of the Audit Committee.
(2)	Member of the Compensation Committee.
(3)	Member of the Corporate Governance and Nominating Committee.
(4)	Member of the Environmental and Safety Committee.
(5)	Mr. Telfer also owns 35,000 Wheaton Warrants and 7,000,000 Wheaton Options.
(6)	Mr. Bell owns 500,000 Wheaton Options.
(7)	Mr. Giustra also owns 300,000 Wheaton Warrants and 1,350,000 Wheaton Options.
(8)	Mr. Woodyer owns 1,350,000 Wheaton Options.
(9)	Mr. Holtby also owns 50,000 Wheaton Warrants and 550,000 Wheaton Options.
(10)	Mr. Luna also owns 831,666 Wheaton Options.
(11)	Mr. Madero owns 1,000,000 Wheaton Options. SANLUIS Corporación, S.A. de C.V. indirectly owns 9,400,000 Wheaton Shares. Mr. Madero is a Director of Wheaton and Chairman and Chief Executive Officer of SANLUIS Corporación, S.A. de C.V.
(12)	Mr. McDonald also owns 12,500 Wheaton Warrants and 850,000 Wheaton Options.
(13)	Glencairn Gold Corporation owns 65,001 Wheaton Shares and 212,500 Wheaton Warrants. Mr. McDonald is a Director of Wheaton and a Director of Glencairn Gold Corporation.
(14)	Endeavour Mining Capital Corporation, a company managed by Endeavour Financial Corporation, owns 4,400,000 Wheaton Shares and 1,462,500 Wheaton Warrants. Mr. Woodyer is Managing Director of Endeavour Financial Corporation and Mr. Giustra is Chairman of Endeavour Financial Corporation.
(15)	Mr. Barnes also holds 1,050,000 Wheaton Options.
(16)	Mr. Barwick holds 1,350,000 Wheaton Options.
(17)	Mr. Stein also holds 46,250 Wheaton Warrants and 250,000 Wheaton Options.

     Each of the foregoing individuals has held his present principal occupation with the same company set opposite his name for the past five years, except for: Mr. Telfer who, from January 2001 to July 2001, was Vice Chairman of itemus inc., from February 2000 to January 2001, was Chairman of itemus inc. and, from April 1993 to February 2000, was President and Chief Executive Officer of Vengold Inc.; Mr. McDonald who, from February 1991 to September 2001, was Chairman and Chief Executive Officer of Wheaton; Mr. Luna who, prior to Wheaton’s acquisition of Minas Luismin, S.A. de C.V. in June 2002, was the President of Minas Luismin, S.A. de C.V. for the previous ten years and continued in such position following the acquisition (Luismin, S.A. de C.V. was formed upon the amalgamation of Wheaton River de Mexico, S.A. de C.V. and Minas Luismin, S.A. de C.V. in December 2002); Mr. Bell who, from August 2001 to November 2003, was Chairman and Chief Executive

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Officer of the British Columbia Hydro and Power Authority and, from 1987 to 1991, was Chairman of the British Columbia Hydro and Power Authority; Mr. Barnes who, from September 1996 to March 2002 was Chief Financial Officer of Crew Development Corporation and from October 2000 to March 2002 was President and Chief Financial Officer of Crew Development Corporation; and Mr. Barwick who, from July 2000 to October 2001 was Managing Director and Chief Executive Officer of Newcrest Mining Limited and from July 1996 to July 2000 was a Director of Placer Dome Asia Pacific.

     Directors are elected at each annual meeting of Wheaton’s shareholders and serve as such until the next annual meeting or until their successors are elected or appointed.

     As at April 28, 2004, the directors and executive officers of Wheaton, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 4,028,605 Wheaton Shares, representing approximately 0.7% of the total number of Wheaton Shares outstanding before giving effect to the exercise of Wheaton Options or Wheaton Warrants held by such directors and executive officers.

Corporate Cease Trade Orders or Bankruptcies

     No director, officer, promoter or other member of management of Wheaton is, or within the ten years prior to the date hereof has been, a director, officer, promoter or other member of management of any other issuer that, while that person was acting in the capacity of a director, officer, promoter or other member of management of that issuer, was the subject of a cease trade order or similar order or an order that denied the issuer access to any statutory exemptions for a period of more than 30 consecutive days or was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, other than Ian Telfer who was a Vice-Chairman of a technology company when it made an assignment in bankruptcy on July 31, 2001.

Conflicts of Interest

     To the best of Wheaton’s knowledge, and other than as disclosed in this Exhibit C and the joint management information circular to which this Exhibit C is attached, there are no known existing or potential conflicts of interest among Wheaton, its promoters, directors, officers or other members of management of Wheaton, or persons who, as a result of their outside business interests except that certain of the directors, officers, promoters and other members of management serve as directors, officers, promoters and members of management of other public companies and therefore it is possible that a conflict may arise between their duties as a director, officer, promoter or member of management of Wheaton and their duties as a director, officer, promoter or member of management of such other companies. See “Interest of Insiders in Material Transactions” and “Risk Factors — Conflicts of Interest”.

     The directors and officers of Wheaton are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest and Wheaton will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers. All such conflicts will be disclosed by such directors or officers in accordance with the Business Corporations Act (Ontario) and they will govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

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STATEMENT OF EXECUTIVE COMPENSATION

     The following table provides information for the three financial years ended December 31, 2003 regarding compensation paid to or earned by Wheaton’s Chairman and Chief Executive Officer and Wheaton’s four most highly compensated executive officers other than the Chairman and Chief Executive Officer as at December 31, 2003 (the “Wheaton Named Executive Officers”).

Summary Compensation Table⁽¹⁾

												Long-Term
			Annual Compensation									Compensation
												Securities
									Other Annual			Under Options		All Other
			Salary			Bonus			Compensation			Granted		Compensation
Name and Principal Position	Year		($)			($)			($)			(#)		($)
Ian W. Telfer		2003		428,113			535,111			Nil	(4)		6,000,000		Nil
Chairman and Chief Executive Officer		2002		213,321			222,873			Nil	(4)		750,000		Nil
		2001		39,222	(3)		Nil			Nil	(4)		1,000,000		12,551	(5)
Peter Barnes		2003		95,136	(6)		89,190			Nil	(4)		1,350,000		37,817	(6)
Executive Vice President and		2002		N/A			N/A			N/A			N/A		N/A
Chief Financial Officer		2001		N/A			N/A			N/A			N/A		N/A
Russell Barwick (7)		2003		341,500	(2)(8)		82,035	(2)(9)		30,700			1,350,000		N/A
Executive Vice President of Wheaton		2002		N/A			N/A			N/A			N/A		N/A
and President of Wheaton Minerals		2001		N/A			N/A			N/A			N/A		N/A
Asia Pacific Ltd. (Australia)
Eduardo Luna(7)		2003		236,739			97,213			70,595			1,765,000		Nil
Executive Vice President of Wheaton		2002		124,801	(10)		45,850	(10)		32,263	(10)(11)		650,000		Nil
and President of Luismin, S.A. de C.V.		2001		N/A			N/A			N/A			N/A		N/A
Salvador Garcia(7)		2003		145,928			59,153			35,911			275,000		Nil
Vice President, Production of		2002		82,588	(10)		29,983	(10)		18,797	(10)(11)		90,000		Nil
Luismin, S.A. de C.V.		2001		N/A			N/A			N/A			N/A		N/A
Luis Muruato(7)		2003		140,835			57,052			35,261			250,000		Nil
Vice President, Development of		2002		77,201	(10)		27,220	(10)		18,412	(10)(11)		80,000		Nil
Luismin, S.A. de C.V.		2001		N/A			N/A			N/A			N/A		N/A

(1)	All dollar amounts are expressed in United States dollars. The 2003 dollar amounts are based on the exchange rate for United States dollars to Canadian dollars of US$1.00 to Cdn$1.4015 which is the Bank of Canada 2003 average noon rate of exchange. The 2002 dollar amounts are based on the exchange rate for United States dollars to Canadian dollars of US$1.00 to Cdn$1.5704 which is the Bank of Canada 2002 average noon rate of exchange. The 2001 dollar amounts are based on the exchange rate for United States dollars to Canadian dollars of US$1.00 to Cdn$1.5935 which is the March 31, 2002 rate of convenience used for Wheaton’s 2001 audited consolidated financial statements.
(2)	Mr. Barwick’s 2003 salary, bonus and other annual compensation of Australian $453,750, Australian $109,000 and Australian $40,792, respectively, are expressed in United States dollars and are based on the exchange rate for United States dollars to Australian dollars of US$1.00 to Australian $1.3287 which was the Bank of Canada noon rate of exchange on December 31, 2003.
(3)	Mr. Telfer was appointed as Chairman and Chief Executive Officer of Wheaton effective September 28, 2001. This amount represents salary from October 1, 2001 to December 31, 2001.
(4)	The value of perquisites and other personal benefits for each of Messrs. Telfer and Barnes are less than the lesser of Cdn$50,000 and 10% of the total annual salary and bonus and are therefore not disclosed.
(5)	Mr. Telfer was paid $12,551 in consulting fees prior to being appointed as Chairman and Chief Executive Officer of Wheaton.
(6)	Mr. Barnes was appointed as Executive Vice President of Wheaton in February 2003 and as Chief Financial Officer of Wheaton effective July 1, 2003. Salary of $95,136 represents the period from May 1, 2003 to December 31, 2003. All other compensation of $37,817 was paid during the period from February 1, 2003 to April 30, 2003 for consulting fees.
(7)	These salaries were wholly or partially paid by the Subsidiaries.
(8)	Mr. Barwick was appointed as Executive Vice President of Wheaton and President of Wheaton Minerals Asia Pacific Pty Ltd. in February 2003. This amount represents salary from February 1, 2003 to December 31, 2003.
(9)	This amount includes the statutory Australian superannuation in an amount equal to 9% of Mr. Barwick’s annual base salary.
(10)	These amounts represent compensation from June 19, 2002, the date of acquisition of Minas Luismin, S.A. de C.V., to December 31, 2002.
(11)	These amounts represent pension plan contributions (see “Luismin Pension Plan” below for details), multiple benefit plan payments, life insurance premiums and allowance for food, car and housing.

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Stock Options

     The following table provides details of stock options granted to the Wheaton Named Executive Officers during the financial year ended December 31, 2003 pursuant to Wheaton’s 2001 share option plan.

Option Grants During 2003

								Market Value of
	Securities		% of Total					Securities Underlying
	Under Options		Options Granted to			Exercise or		Options on the
	Granted		Employees in			Base Price		Date of Grant
Name	(#)		Financial Year(1)			(Cdn$/Security)		(Cdn$/Security)		Expiration Date
Ian W. Telfer		1,000,000		15.3	%		1.40		1.40	February 27, 2006
		2,500,000		38.1	%		1.60		1.60	June 13, 2008
		2,500,000		38.1	%		3.25		3.25	November 17, 2008
Peter Barnes		450,000		6.9	%		1.40		1.40	February 27, 2006
		400,000		6.1	%		1.60		1.60	June 13, 2008
		500,000		7.6	%		3.25		3.25	November 17, 2008
Russell Barwick		450,000		6.9	%		1.40		1.40	February 27, 2006
		400,000		6.1	%		1.60		1.60	June 13, 2008
		500,000		7.6	%		3.25		3.25	November 17, 2008
Eduardo Luna		350,000		5.3	%		1.40		1.40	February 27, 2006
		800,000		12.2	%		1.60		1.60	June 13, 2008
		615,000		9.4	%		3.25		3.25	November 17, 2008
Salvador Garcia		45,000		0.7	%		1.40		1.40	February 27, 2006
		120,000		1.8	%		1.60		1.60	June 13, 2008
		110,000		1.7	%		3.25		3.25	November 17, 2008
Luis Muruato		40,000		0.6	%		1.40		1.40	February 27, 2006
		110,000		1.7	%		1.60		1.60	June 13, 2008
		100,000		1.5	%		3.25		3.25	November 17, 2008

(1) Based on the total number of options granted to employees of Wheaton and its subsidiaries pursuant to the Share Option Plan during the financial year ended December 31, 2003 of 6,555,000.

     The following table provides details regarding stock options exercised by the Wheaton Named Executive Officers during the financial year ended December 31, 2003 and year-end option values.

Aggregated Option Exercises During 2003 and Year-End Option Values

									Value of Unexercised
					Unexercised Options at				in-the-money Options at
	Securities		Aggregate		December 31, 2003				December 31, 2003(1)
	Acquired on		Value
	Exercise		Realized		Exercisable		Unexercisable		Exercisable		Unexercisable
Name	(#)		($)		(#)		(#)		($)		($)
Ian W. Telfer		750,000		2,051,593		6,750,000		250,000		9,188,332		524,218
Peter Barnes		200,000		369,543		1,150,000		Nil		1,420,226		Nil
Russell Barwick		Nil		N/A		1,350,000		Nil		1,802,567		Nil
Eduardo Luna		1,583,334		2,721,230		615,000		216,666		295,032		454,321
Salvador Garcia		225,000		330,065		110,000		30,000		52,770		62,906
Luis Muruato		203,334		413,459		100,000		26,666		52,770		55,915

(1) Calculated using the closing price of the Wheaton Shares on the Toronto Stock Exchange (the “TSX”) on December 31, 2003 of Cdn$3.87 less the exercise price of in-the-money stock options. These options have not been, and may never be, exercised and actual gains, if any, on exercise will depend on the value of the Wheaton Shares on the date of exercise. The exchange rate for Canadian dollars to United States dollars used is Cdn$1.00 to US$0.7738 or US$1.00 to Cdn$1.2924, being the Bank of Canada noon rate of exchange on December 31, 2003.

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Luismin Pension Plan

     Luismin maintains a non-contributory defined benefit pension plan (the “Pension Plan”) pursuant to which pensions are paid to eligible officers and employees of Luismin at retirement. Under the Pension Plan, the amount of an individual’s pension is based on the last 12 months salary plus Christmas bonus. The normal retirement age under the Pension Plan is 65.

     The following table sets forth the total annual retirement benefits payable under the Pension Plan to participants in the specified remuneration and years of service categories, assuming retirement at age 65:

Remuneration	Years of Service
($)	15		20		25		30		35
125,000		14,307		17,877		21,446		28,042		28,042
150,000		17,920		22,393		26,866		35,351		35,351
175,000		21,533		26,909		32,285		42,661		42,661
200,000		25,147		31,426		37,705		49,970		49,970
225,000		28,760		35,942		43,125		57,279		57,279
250,000		32,373		40,459		48,544		64,588		64,588
300,000		39,600		49,492		59,385		79,209		79,209
400,000		54,052		67,558		81,064		108,446		108,446
500,000		68,505		85,624		102,743		137,684		137,684

     The above table is applicable to each of Messrs. Luna, Garcia and Muruato. Years of service for each of such Wheaton Named Executive Officers is as follows as at December 31, 2003: Eduardo Luna — 14.6 years; Salvador Garcia — 13.3 years; and Luis Muruato — 16.4 years.

Composition of the Compensation Committee

     The Compensation Committee is composed of three directors of Wheaton who are neither officers nor employees of Wheaton or any of its subsidiaries. At December 31, 2003, the members of the Compensation Committee were: Neil Woodyer (Chairman), Douglas Holtby and Antonio Madero. Mr. Woodyer is Managing Director of Endeavour Financial Corporation (“Endeavour Financial”). See “Interest of Insiders in Material Transactions”.

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Base Salary

     The base salary of each particular executive officer is determined by an assessment by the Wheaton Board of Directors of such executive’s performance, a consideration of competitive compensation levels in companies similar to Wheaton and a review of the performance of Wheaton as a whole and the role such executive officer played in such corporate performance.

Bonus

     Bonuses are performance based short-term financial incentives. Bonuses are based on certain indicators such as personal performance, team performance and/or corporate financial performance.

Long-Term Incentive

     Wheaton provides a long-term incentive by granting options to executive officers through the Share Option Plan. The options granted permit executives to acquire Wheaton Shares at an exercise price equal to the closing market price of such shares under option on the trading day immediately preceding the date on which the option was granted. The objective of granting options is to encourage executives to acquire an ownership interest in Wheaton over a period of time, which acts as a financial incentive for such executive to consider the long-term interests of Wheaton and its shareholders.

Retirement Plans

     At the option of all Canadian-based employees of Wheaton, including Messrs. Telfer and Barnes, Wheaton matches contributions made by each employee to their respective Registered Retirement Savings Plans to a maximum of Cdn$7,750 per annum.

     Luismin maintains the Pension Plan pursuant to which pensions are paid to eligible officers and employees of Luismin at retirement. Under the Pension Plan, the amount of an individual’s pension is based on the last 12 months salary plus Christmas bonus. See “Luismin Pension Plan” above for further details.

Compensation of Chief Executive Officer

     The components of the Chief Executive Officer’s compensation are the same as those which apply to the other senior executive officers of Wheaton, namely base salary, bonus and long-term incentives in the form of stock options. These components are set forth in Mr. Telfer’s employment agreement and provide for a minimum base salary of Cdn$250,000 per year. The Chairman of the Compensation Committee presents recommendations of the Compensation Committee to the Wheaton Board of Directors with respect to the Chief Executive Officer’s compensation. In setting the Chief Executive Officer’s salary, the Compensation Committee reviews salaries paid to other senior officers at Wheaton, salaries paid to other chief executive officers in the industry and the Chief Executive Officer’s impact on the achievement of Wheaton’s objectives for the previous financial year. Effective July 1, 2002, Mr. Telfer’s salary was increased from Cdn$250,000 per year to Cdn$420,000 per year and he was granted a cash bonus of Cdn$350,000 in recognition of his contribution to the development of Wheaton and, in particular, the acquisition of Minas Luismin, S.A. de C.V. and the related financing. Effective January 1, 2003, Mr. Telfer’s salary was increased from Cdn$420,000 per year to Cdn$600,000 per year and he was granted a cash bonus of Cdn$750,000 in recognition of the acquisition of the Peak Mine and the acquisition of a 37.5% interest in the Alumbrera Mine and the related financings. During the financial year ended December 31, 2003, Mr. Telfer was also granted 6,000,000 stock options under the Share Option Plan (see “Option Grants During 2003” table above for further details).

The foregoing report has been submitted by:	Neil Woodyer (Chairman)
	Douglas Holtby
	Antonio Madero

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Employment Agreements

     Wheaton has entered into employment agreements with Ian W. Telfer as Chairman and Chief Executive Officer, Peter Barnes as Executive Vice President and Chief Financial Officer, Eduardo Luna as Executive Vice President, and Russell Barwick as Executive Vice President. The employment agreements with each of Messrs. Telfer, Luna, Barwick and Barnes provide for severance payments of three years’ salary in the case of Messrs. Telfer, Luna and Barwick and two years’ salary in the case of Mr. Barnes to be paid to each of such officers if there is a change of control of Wheaton and such officers do not elect in writing to terminate their respective employment within 120 days from the date of such change of control.

     Luismin, a wholly-owned subsidiary of Wheaton, has entered into employment agreements with Salvador Garcia and Luis Muruato. Under Mexican labor laws, Messrs. Garcia and Muruato are entitled to a severance payment of 90 days plus 20 days for each year of seniority in the event that their employment is terminated by Luismin for any reason whatsoever. Mr. Garcia has been employed by Luismin since September 17, 1990 and Mr. Muruato has been employed by Luismin since July 25, 1987.

     Other than as described above, Wheaton and its subsidiaries have no compensatory plans or arrangements with respect to the Wheaton Named Executive Officers that results or will result from the resignation, retirement or any other termination of employment of such officers’ employment with Wheaton and its subsidiaries, from a change of control of Wheaton and its subsidiaries or a change in the Wheaton Named Executive Officers’ responsibilities following a change of control.

Compensation of Directors

Standard Compensation Arrangements

     The unrelated directors of Wheaton receive $20,000 per annum, plus $2,000 for each meeting of the Wheaton Board of Directors or committee of the Wheaton Board of Directors attended. During the financial year ended December 31, 2003, total compensation paid to non-executive directors was $118,000 and no other fees were paid to directors of Wheaton for their services in their capacity as directors. During the financial year ended December 31, 2003, Wheaton granted stock options to six non-executive directors to purchase an aggregate of 4,600,000 Wheaton Shares.

Other Arrangements

     None of the directors of Wheaton were compensated in their capacity as a director by Wheaton and its subsidiaries during the financial year ended December 31, 2003 pursuant to any other arrangement or in lieu of any standard compensation arrangement.

Compensation for Services

     During the financial year ended December 31, 2003, Endeavour Financial received a fee equal to $1,500,000 for financial advisory services in connection with a $50 million term loan and a $25 million revolving credit facility. In addition, Endeavour Financial received an advisory fee of $643,000 in connection with the acquisition of Peak and Alumbrera and $145,000 under the Management Services Agreement. A director of Wheaton, Neil Woodyer, is Managing Director of Endeavour Financial and another director of Wheaton, Frank Giustra, is Chairman of Endeavour Financial. See “Interest of Insiders in Material Transactions”.

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DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

     Wheaton has purchased, for the benefit of Wheaton, its subsidiaries and their directors and officers, insurance against liability incurred by the directors or officers in their capacity as directors or officers of Wheaton or any subsidiary. The following are particulars of such insurance:

(a)	the total amount of insurance is $10,000,000 and, subject to the retention referred to below, up to the full face amount of the policy is payable, regardless of the number of directors and officers involved;
(b)	the annual premium for the financial year ended December 31, 2003 was $385,000. The policy does not specify that a part of the premium is paid in respect of either directors as a group or officers as a group; and
(c)	the policy provides for retentions as follows:

(i)	with respect to the directors and officers there is no retention applicable; and
(ii)	with respect to reimbursement of Wheaton there is a retention of $500,000 per claim in respect of claims alleging a violation of any securities regulation and $150,000 per claim in respect of all other claims.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

     The following table provides details regarding the indebtedness of directors, executive officers and senior officers of Wheaton or any of its subsidiaries during the financial year ended December 31, 2003 and as at the date hereof. The aggregate indebtedness to Wheaton or any of its subsidiaries of all officers, directors, employees and former officers, directors and employees of Wheaton or any of its subsidiaries as at the date hereof is $59,414.

Table of Indebtedness of Directors, Executive Officers and Senior Officers

		Largest Amount
		Outstanding During
		Financial Year Ended			Amount Outstanding
		December 31, 2003			as at April 28, 2004
Name and Principal Position	Involvement of Wheaton(1)	($)			($)
Eduardo Luna
Executive Vice President of Wheaton and President of Luismin, S.A. de C.V.	Lender		48,702	(2)		25,067	(2)
Salvador Garcia
Vice President, Production of Luismin, S.A. de C.V.	Lender		22,471	(2)		11,235	(2)
Luis Muruato
Vice President, Development of Luismin, S.A. de C.V.	Lender		24,718	(2)		13,483	(2)

(1)	These loans were made by Servicios Administrativos, a subsidiary of Luismin, S.A. de C.V. which is a wholly-owned subsidiary of Wheaton.
(2)	All indebtedness relates to loans to purchase automobiles. The loans are interest-free, repayable on a monthly basis, mature in 2005 and are secured against the automobile purchased with the respective loan.

     Effective July 30, 2002, Section 402 of the United States Sarbanes-Oxley Act of 2002 precludes Wheaton from directly or indirectly, including through a subsidiary, extending or maintaining credit, arranging for the extension of credit, or renewing an extension of credit, in the form of a personal loan to or for any director or executive officer of such companies. The prohibition on personal loans to executives does not apply to loans outstanding on July 30, 2002 provided there is no material modification of any term of such indebtedness or any renewal of such indebtedness after July 30, 2002. Wheaton does not extend credit to any of its current directors or executive officers.

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INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

     Other than as described below and elsewhere in this Exhibit C or the joint management information circular to which this Exhibit C is attached, since January 1, 2003, no insider of Wheaton, nominee for election as a director of Wheaton, or any associate or affiliate of an insider or nominee, has or had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or will materially affect Wheaton or any of its subsidiaries.

     In May 2001, Wheaton entered into an agreement (the “Management Services Agreement”) with Endeavour Financial pursuant to which Endeavour Financial agreed to assist Wheaton to find and finance acquisitions and mergers for Wheaton. The original agreement was to expire in May 2002, however, it was subsequently extended on a month to month basis. The Management Services Agreement requires Wheaton to pay to Endeavour Financial $10,000 per month and a success fee to be negotiated based on the value of any acquisitions, dispositions or financings undertaken by Wheaton. In June 2002, Endeavour Financial received a success fee equal to $1,200,000 in connection with the acquisition of Minas Luismin, S.A. de C.V. In March 2003, Endeavour Financial received a fee of $643,000 for financial advisory services in connection with the private placement of 230,000,000 subscription receipts. In June 2003, Endeavour Financial received a fee of $1,500,000 for financial advisory services in connection with a $50 million term loan and a $25 million revolving credit facility. A director of Wheaton, Neil Woodyer, is Managing Director of Endeavour Financial and another director of Wheaton, Frank Giustra, is Chairman of Endeavour Financial.

     During the financial year ended December 31, 2003, legal fees of $1,647,000 were paid to a firm in which the Secretary of Wheaton is a partner. Legal fees for the financial year ended December 31, 2003 of $43,000 were also paid to firms in which the Secretaries of subsidiary companies are partners. Consulting expenses for the financial year ended December 31, 2003 of $2,288,000 were paid to corporations with directors in common, including amounts paid to Endeavour Financial in 2003 as described above.

     In connection with the Arrangement, Wheaton engaged Endeavour Financial to provide financial advisory services to Wheaton and, upon completion of the Arrangement, Wheaton has agreed to pay a fee of $5,000,000 to Endeavour Financial. A director of Wheaton, Neil Woodyer, is Managing Director of Endeavour Financial and another director of Wheaton, Frank Giustra, is Chairman of Endeavour Financial.

CONSOLIDATED CAPITALIZATION

     The following table sets forth the consolidated capitalization of Wheaton as at December 31, 2003. The table should be read in conjunction with the consolidated financial statements of Wheaton for the financial year ended December 31, 2003, including the notes thereto, and management’s discussion and analysis of results of operations and financial condition incorporated by reference in the Circular to which this Exhibit C is attached.

	As at
	December 31, 2003
	($ in thousands)
Long-Term Debt		122,423
Common Shares(1)		505,090
Preference Shares		—
Share Purchase Options		877
Contributed Surplus		600
Retained Earnings		49,551
Total Capitalization		678,541

(1) As at December 31, 2003, an additional 24,470,863 Wheaton Shares were issuable upon exercise of the Wheaton Options and an additional 155,308,119 Wheaton Shares were issuable upon exercise of the Wheaton Warrants.

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DESCRIPTION OF SHARE CAPITAL

Authorized Capital

     The authorized share capital of Wheaton consists of an unlimited number of Wheaton Shares and an unlimited number of preference shares (the “Preference Shares”), issuable in series. As of April 28, 2004, 568,210,638 Wheaton Shares and no Preference Shares were issued and outstanding.

Wheaton Shares

     The holders of the Wheaton Shares are entitled to receive notice of, attend and vote at any meeting of Wheaton’s shareholders, except those meetings where only the holders of another class or series of shares are entitled to vote separately as a class or series. The Wheaton Shares carry one vote per share. The holders of the Wheaton Shares are entitled to receive on a pro-rata basis such dividends as may be declared by the Wheaton Board of Directors, out of funds legally available therefore, subject to the preferential rights of any shares ranking prior to the Wheaton Shares. In the event of the liquidation, dissolution or winding-up of Wheaton, the holders of the Wheaton Shares will be entitled to receive on a pro-rata basis all of the assets of Wheaton remaining after payment of all of Wheaton’s liabilities, subject to the preferential rights of any shares ranking prior to the Wheaton Shares.

Preference Shares

     The Preference Shares may, at any time or from time to time, be issued in one or more series. The Wheaton Board of Directors shall fix before issue, the number of, the consideration per share of, the designation of, and the provisions attaching to the shares of each series. Except as required by law or as otherwise determined by the Wheaton Board of Directors in respect of a series of shares, the holder of a Preference Share shall not be entitled to vote at meetings of shareholders. The Preference Shares of each series rank on a priority with the Preference Shares of every other series and are entitled to preference over the Wheaton Shares and any other shares ranking subordinate to the Preference Shares with respect to priority and payment of dividends and distribution of assets in the event of liquidation, dissolution or winding-up of Wheaton.

DIVIDEND RECORD AND POLICY

     Wheaton currently intends to retain future earnings, if any, for use in its business and does not anticipate paying dividends on the Wheaton Shares in the foreseeable future. Any determination to pay any future dividends will remain at the discretion of the Wheaton Board of Directors and will be made taking into account its financial condition and other factors deemed relevant by the board. Wheaton has not paid any dividends since its incorporation.

SHARE OPTION PLAN

     Wheaton has established a share option plan (the “2001 Share Option Plan”) which is designed to advance the interests of Wheaton by encouraging employees, officers, directors and consultants to have equity participation in Wheaton through the acquisition of Wheaton Shares. As at April 28, 2004, there were 23,936,161 Wheaton Shares reserved for issuance upon exercise of options granted under the 2001 Share Option Plan and all other share compensation plans, 22,686,161 under the 2001 Share Option Plan and 1,250,000 outside of the 2001 Share Option Plan, but subject to the same terms as if issued under the 2001 Share Option Plan.

     Options granted under the 2001 Share Option Plan will have an exercise price of not less than the closing price of the Wheaton Shares on the TSX on the trading day immediately preceding the date on which the option is granted and will be exercisable for a period not to exceed ten years. Options granted under the 2001 Share Option Plan are not transferable or assignable. Options granted under the 2001 Share Option Plan terminate: (i) within a period of 30 days after the termination of an optionee’s employment, such longer period as determined by the Wheaton Board of Directors, subject to the restrictions on such determination as set out in the 2001 Share Option Plan; and (ii) within a period after the optionee’s death as determined by the Wheaton Board of Directors, subject to the restrictions on such determination as set out in the 2001 Share Option Plan.

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LEGAL PROCEEDINGS

     Wheaton is not a party to any pending legal proceedings the outcome of which could have a material adverse affect on Wheaton.

RISK FACTORS

     The operations of Wheaton are speculative due to the high-risk nature of its business which is the acquisition, financing, exploration, development and operation of mining properties. One of Wheaton’s mining operations also produces significant amounts of copper. These risk factors could materially affect Wheaton’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to Wheaton.

Exploration, Development and Operating Risk

     Although Wheaton’s activities are primarily directed towards mining operations and the development of mineral deposits, its activities also include the exploration for and development of mineral deposits.

     Mining operations generally involve a high degree of risk. Wheaton’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, silver and copper, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimize risk will be taken, milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability.

     The exploration for and development of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by Wheaton or any of its joint venture partners will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Wheaton not receiving an adequate return on invested capital.

     There is no certainty that the expenditures made by Wheaton towards the search and evaluation of mineral deposits will result in discoveries of commercial quantities of ore.

Insurance and Uninsured Risks

     Wheaton’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to Wheaton’s properties or the properties of others, delays in mining, monetary losses and possible legal liability.

     Although Wheaton maintains insurance to protect against certain risks in such amounts as it consider to be reasonable, its insurance will not cover all the potential risks associated with a mining company’s operations. Wheaton may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to Wheaton or to other companies in the mining industry on acceptable

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terms. Wheaton might also become subject to liability for pollution or other hazards which may not be insured against or which Wheaton may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Wheaton to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Environmental Risks and Hazards

     All phases of Wheaton’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Wheaton’s operations. Environmental hazards may exist on the properties on which Wheaton holds interests which are unknown to Wheaton at present and which have been caused by previous or existing owners or operators of the properties.

     Government approvals and permits are currently, and may in the future be, required in connection with Wheaton’s operations. To the extent such approvals are required and not obtained, Wheaton may be curtailed or prohibited from continuing its mining operations or from proceeding with planned exploration or development of mineral properties.

     Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

     Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on Wheaton and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

     Production at certain of Wheaton’s mines involves the use of sodium cyanide which is a poison. Should sodium cyanide leak or otherwise be discharged from the containment system then Wheaton may become subject to liability for clean up work that may not be insured. While all steps will be taken to prevent discharges of pollutants into the ground water and the environment, Wheaton may become subject to liability for hazards that may not be insured against.

Environmental Risks at the Alumbrera Mine

     Despite design considerations at the Alumbrera Mine, an elevated sulphate seepage plume has developed in the natural groundwater downstream of the tailings facility, currently within MAL’s concession. A series of pump back wells have been established to capture the seepage, which is characterized by high levels of dissolved calcium and sulphate. It will be necessary to augment the pump back wells over the life of the mine in order to contain the plume within the concession and to provide for monitoring wells for the Vis Vis river. Based on the latest ground water model, the pump back system will need to be operated for several years after mine closure.

     The concentrate pipeline at the Alumbrera Mine crosses areas of mountainous terrain, significant rivers, high rainfall and active agriculture. Although various control structures and monitoring programs have been implemented, any rupture of the pipeline poses an environmental risk from spillage of concentrate.

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     Wheaton did not obtain any indemnities from the vendors of its 37.5% interest in the Alumbrera Mine against any potential environmental liabilities that may arise from operations, including, but not limited to, potential liabilities that may arise from the seepage plume or a rupture of the pipeline.

Environmental Risks at the Peak Mine

     Enesar Consulting Pty Ltd. (formerly NSR Consultants Pty Ltd.) conducted independent environmental audits of the PGM tenements in June 2002 and April 2004. No high ranking environmental issues were identified during the audits. PGM operated within the statutory conditions of its operating licences and achieved complete compliance for the period through April 2004, except for a one-time noise exceedance in 2002. PGM is progressing toward meeting the ISO 14001 accreditation requirements with its environmental health and safety management system.

     PGM has a responsibility under state law to reclaim the environmental impacts of historic mining as well as current mining activities on its leases. PGM contracted NSR Consultants in 2000 to prepare an updated conceptual closure plan for the PGM tenements to ensure that PGM has sufficient planning and financial provision available. Ten sites of historic mining and exploration activities and four locations of current and proposed mining activities requiring rehabilitation were identified. Reclamation, particularly of the historic areas on the PGM tenements, has been on-going in recent years, and revegetation trials have been initiated. Reclamation work at the historic sites has included backfilling and fencing shafts, donation and relocation of historic equipment, reshaping waste rock and tailings areas to control stormwater runoff and erosion, and removing rubbish.

     It was recognized by PGM that localized acid mine drainage is a potential issue at Queen Bee, and PGM has completed rehabilitation to address this issue. Sulfide waste rock from the New Cobar mines is segregated for either backfilling in the underground mines or encapsulated in the waste rock dump. Cover trials for reclamation of the tailings dam are ongoing and closure costs were updated in 2003 to reflect the results of the trials to date. Given the semi-arid climate of Cobar, acid mine drainage is not expected to pose a significant burden. Additional costs may, or may not, be required once additional studies and the requirements for closure are better understood.

     PGM estimated the future cost for closure to be $5.875 million as at December 31, 2003. PGM has a bank guarantee in favour of the Minister of Mineral Resources (New South Wales) in an amount of $4.576 million.

Luismin Tailings Management Risks

     Although the design and operation of tailings containment sites in the San Dimas district complies with the requirements of Mexico and with the permits issued for the dams, existing tailings containment sites do not comply with World Bank standards. Enforcement of regulatory requirements in Mexico is becoming more stringent and higher operating standards can be expected in the future. The tailings containment sites have not been subjected to comprehensive geotechnical investigations before construction, normal safety factors in dam design, seepage monitoring or control, nor controls on public or wildlife access to cyanide solution ponds or pumping installations.

     The very rugged mountainous terrain and steep walled canyons in the San Dimas district have presented formidable challenges to the tailings management aspect of the operations. The Tayoltita operation has developed numerous tailings disposal sites in the valley near the mill and, in more recent years, the tailings dam has been moved up the valley to the east of the mill. Current operations rely on a single pumping station to elevate the tailings to the containment site. The tailings line crosses the river valley on a newly constructed cable suspension bridge designed with provisions for spill containment in the event of a line failure. Currently, the solution return line is suspended by cable without provision for containment in the event of line failure, however, plans are to relocate the solution return line to the suspended bridge in the near future that will provide containment. The stability review and engineering of a toe berm to stabilize the Tayoltita tailings containment area has been completed and construction of the stabilization berm is scheduled to commence in the immediate future.

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     The historical construction practice has been to gradually build containment basins on the steep hillsides using thickened tailings while continuously decanting the solutions for recycle to the mill. On abandonment, the dried tailings have been left to dehydrate and successful efforts to establish a natural vegetation cover are undertaken. The abandoned dams in the area are subject to erosion and instability but several remediation measures are being taken.

     The San Antonio tailings deposition site is located in a turn in a steep walled river valley downstream of the mill operation. The containment dams are buttressed with concrete walls on the upstream side and waste rock on the downstream side. The current height of the tailings is estimated at 70 metres above the floor of the canyon. The capacity of the site is exhausted and operation of the San Antonio mill ended in November 2003.

     In 1993, and prior to excavation of the third diversion tunnel for the river, the river rose during a hurricane event and caused the tailings dam to fail. In 2002, an independent consultant identified the San Antonio tailing dam integrity as an issue that required immediate attention. The potential for a hydraulic head within the dam that can exceed the strength of the containment structure required a thorough investigation and remedial action. A geotechnical investigations was completed in 2003 by Luismin that indicated that the current tailings dam stability was marginal. The geotechnical engineering has basically been completed to stabilize the upstream and downstream faces of the tailings containment area and stabilization and closure of the impoundment is scheduled to begin in the near future.

     At the San Martin tailings operation seepage is occurring from the tailings area and cyanide is showing up in groundwater down gradient from the tailings cells. Adjacent lands have been purchased and dewatering wells have been established to pump contaminated groundwater back to the mill circuit. A trench to bedrock has also been excavated downstream of the tailing area to monitor seepage from the active tailings area and to supplement the wells for the collection of groundwater. A stability review has been undertaken and indicates that current safety factors do not meet appropriate standards. Design work on alternatives to improve stability has been completed. The construction of the stabilization berm is approximately 50% completed and a filtering plant is being designed to dewater future tailings prior to depositing the tailings in the containment area. This measure is designed to improve the stability and increase the future storage capacity of the impoundment as well as eliminate the ground infiltration problem.

     Wheaton will be required to make further capital expenditures to maintain compliance with applicable environmental regulations. To the extent that Luismin’s tailings containment sites do not adequately contain tailings and result in pollution to the environment, Wheaton may incur environmental liability for mining activities conducted both prior to and during its ownership of the Luismin operations. To the extent that Wheaton is subject to uninsured environmental liabilities, the payment for such liabilities would reduce funds otherwise available and could have a material adverse effect on Wheaton. Should Wheaton be unable to fund fully the cost of remedying an environmental problem, Wheaton may be required to suspend operations or enter into interim compliance measures pending completion of required remediation, which could have a material adverse effect on Wheaton.

     Wheaton did not obtain any indemnities from the vendors of Luismin against any potential environmental liabilities, including, but not limited to, those that may arise from possible failure of the San Antonio tailings dam and seepage occurring from the tailings area at the San Martin operation.

Permitting

     Wheaton’s operations in Mexico, Argentina and Australia are subject to receiving and maintaining permits from appropriate governmental authorities. Although Luismin, MAL and PGM currently have all required permits for their operations as currently conducted, there is no assurance that delays will not occur in connection with obtaining all necessary renewals of such permits for the existing operations or additional permits for any possible future changes to operations. Prior to any development on any of its properties, Wheaton must receive permits from appropriate governmental authorities. There can be no assurance that Wheaton will continue to hold all permits necessary to develop or continue operating at any particular property.

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Infrastructure

     Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect Wheaton’s operations, financial condition and results of operations.

Business Interruption Risks at the Alumbrera Mine

     The failure or rupture of the pipeline, depending on the location of such occurrence, could result in significant interruption of operations of MAL and could adversely affect Wheaton’s financial condition and results of operations.

     The Alumbrera Mine is located in a remote area of Argentina. On average, more than 2,000 people are transported by road and more than 1,200 people are transported by air, to and from the mine site every month. A serious accident involving a bus or plane could result in multiple fatalities. The disruption of these services could also result in significant disruption to the operations of MAL and have an adverse effect on the financial condition and operations of Wheaton.

Uncertainty in the Estimation of Ore/Mineral Reserves and Mineral Resources

     The figures for Ore/Mineral Reserves and Mineral Resources contained in this annual information form are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Ore/Mineral Reserves could be mined or processed profitably. There are numerous uncertainties inherent in estimating Ore/Mineral Reserves and Mineral Resources, including many factors beyond Wheaton’s control. Such estimation is a subjective process, and the accuracy of any reserve or resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the Ore/Mineral Reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold, silver or copper recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

     Fluctuation in gold, silver or copper prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require revision of such estimate. The volume and grade of reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of Ore/Mineral Reserves and Mineral Resources, or of Wheaton’s ability to extract these Ore/Mineral Reserves, could have a material adverse effect on Wheaton’s results of operations and financial condition.

Uncertainty Relating to Inferred Mineral Resources

     Inferred mineral resources that are not mineral reserves do not have demonstrated economic viability. Wheaton’s ten year mine plan for the Luismin mining operations includes approximately 68% of production based on inferred mineral resources. Due to the uncertainty which may attach to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to proven and probable mineral reserves as a result of continued exploration.

Need for Additional Ore/Mineral Reserves

     Because mines have limited lives based on proven and probable ore/mineral reserves, Wheaton must continually replace and expand its ore/mineral reserves as its mines produce gold, silver and copper. The life-of-mine estimates included in this annual information form for each of Luismin, the Alumbrera Mine and the Peak Mine may not be correct. Wheaton’s ability to maintain or increase its annual production of gold, silver and copper will be dependent in significant part on its ability to bring new mines into production and to expand ore/mineral reserves at existing mines.

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     Luismin has an estimated mine life of five years based on proven and probable mineral reserves. Historically, Luismin has sustained operations through the conversion of a high percentage of inferred mineral resources to mineral reserves. The Alumbrera Mine has an estimated mine life of ten years. Wheaton does not anticipate that further exploration at the Alumbrera Mine will result in a material increase to ore reserves. The Peak Mine has an estimated mine life of five years based on current ore reserves.

Land Title

     Although the title to the properties owned and proposed to be acquired by Wheaton were reviewed by or on behalf of Wheaton, no formal title opinions were delivered to Wheaton and, consequently, no assurances can be given that there are no title defects affecting such properties. Title insurance generally is not available, and Wheaton’s ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained. Wheaton has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore, the precise area and location of such claims may be in doubt. Accordingly, Wheaton’s mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, Wheaton may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Competition

     The mining industry is competitive in all of its phases. Wheaton faces strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than Wheaton. As a result of this competition, Wheaton may be unable to maintain or acquire attractive mining properties on terms it considers acceptable or at all. Consequently, Wheaton’s revenues, operations and financial condition could be materially adversely affected.

Additional Capital

     The mining, processing, development and exploration of Wheaton’s properties, may require substantial additional financing. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration, development or production on any or all of Wheaton’s properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to Wheaton. Low gold prices during the five years prior to 2002 adversely affected Wheaton’s ability to obtain financing, and low gold, silver and copper prices could have similar effects in the future.

Commodity Prices

     The price of the Wheaton Shares, Wheaton’s financial results and exploration, development and mining activities have previously been, or may in the future be, significantly adversely affected by declines in the price of gold, silver and copper. Gold, silver and copper prices fluctuate widely and are affected by numerous factors beyond Wheaton’s control such as the sale or purchase of gold and silver by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major gold, silver and copper-producing countries throughout the world. The price of gold, silver and copper has fluctuated widely in recent years, and future serious price declines could cause continued development of and commercial production from Wheaton’s properties to be impracticable. Depending on the price of gold, silver and copper, cash flow from mining operations may not be sufficient and Wheaton could be forced to discontinue production and may lose its interest in, or may be forced to sell, some of its properties. Future production from Wheaton’s mining properties is dependent on gold, silver and copper prices that are adequate to make these properties economic.

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     Furthermore, reserve calculations and life-of-mine plans using significantly lower gold, silver and copper prices could result in material write-downs of Wheaton’s investment in mining properties and increased amortization, reclamation and closure charges.

     In addition to adversely affecting Wheaton’s reserve estimates and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

     Copper concentrate from the Alumbrera Mine is shipped to smelters in Europe, India, the Far East, Canada and Brazil. Transportation costs of copper concentrate could increase substantially due to an increase in the price of oil or a shortage in the number of vessels available to ship concentrate to smelters.

Commodity Hedging

     Currently Wheaton’s policy is not to hedge future metal sales, however, this policy may change in the future. MAL does hedge some metal sales. Hedging of metal sales may require margin activities. Sudden fluctuations in the price of the metal being hedged could result in margin calls that could have an adverse effect on the financial position of Wheaton or MAL.

     There is no assurance that a commodity hedging program designed to reduce the risk associated with fluctuations in metal prices will be successful. Hedging may not protect adequately against declines in the price of the hedged metal. Although hedging may protect Wheaton and MAL from a decline in the price of the metal being hedged, it may also prevent Wheaton and MAL from benefiting fully from price increases.

Exchange Rate Fluctuations

     Exchange rate fluctuations may affect the costs that Wheaton incurs in its operations. Gold, silver and copper is sold in US dollars and Wheaton’s costs are incurred principally in Canadian dollars, Mexican pesos, Argentine pesos, Brazilian reals and Australian dollars. The appreciation of non-US dollar currencies against the US dollar can increase the cost of gold, silver and copper production in US dollar terms. From time to time, Wheaton transacts currency hedging to reduce the risk associated with currency fluctuations. There is no assurance that its hedging strategies will be successful. Currency hedging may require margin activities. Sudden fluctuations in currencies could result in margin calls that could have an adverse effect on Wheaton’s financial position.

Government Regulation

     The mining, processing, development and mineral exploration activities of Wheaton are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Although Wheaton’s mining and processing operations and exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a substantial adverse impact on Wheaton.

Foreign Operations

     The majority of Wheaton’s operations are currently conducted in Mexico, Argentina, Australia and Brazil, and as such Wheaton’s operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to, terrorism; hostage taking; military repression; expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war or civil unrest; expropriation and nationalization;

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renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

     Changes, if any, in mining or investment policies or shifts in political attitude in Mexico, Argentina, Australia Brazil may adversely affect Wheaton’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety.

     Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

     The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on Wheaton’s operations or profitability.

Labour and Employment Matters

     While Wheaton has good relations with both its unionized and non-unionized employees, production at the Luismin mining operations and at the Alumbrera and Peak mines is dependant upon the efforts of Wheaton’s and MAL’s employees. In addition, relations between Wheaton and its employees may be impacted by changes in the scheme of labour relations which may be introduced by the relevant governmental authorities in whose jurisdictions Wheaton carries on business. Adverse changes in such legislation or in the relationship between Wheaton or MAL with its employees may have a material adverse effect on Wheaton’s business, results of operations and financial condition.

Economic and Political Instability in Argentina

     The Alumbrera Mine is located in Argentina. There are risks relating to an uncertain or unpredictable political and economic environment in Argentina. In the short term, significant macroeconomic instability in the region is expected to negatively impact on the business environment and may lead to longer term negative changes in the national approach taken to ownership by foreign companies of natural resources. Argentina is experiencing severe economic difficulties including a significant currency devaluation. The operations of MAL may be affected in the foreseeable future by these conditions.

     In response to the political and economic instability in Argentina, in January 2002, the government announced the abandonment of the one to one peg of the Argentina peso to the U.S. dollar. During the economic crisis, Argentina defaulted on foreign debt repayments and, from November 2002 to January 2003, Argentina defaulted on the repayment on a number of official loans to multinational organizations. In January 2003, the International Monetary Fund agreed to reschedule certain debt owed by Argentina and approved a short term credit line to repay debts to multinational organizations that could not be postponed.

     There is the risk of political violence and increased social tension in Argentina as a result of the economic crisis and Argentina has experienced increased civil unrest, crime and labour unrest. In addition, the government has also renegotiated or defaulted on contractual arrangements. Roadblocks (piqueterou) by members of the local communities, unemployed people and unions can occur on most national and provincial routes without notice. There have been some minor disruptions to access routes near the mine site about one year ago which did not affect the supply of goods to the mine. Although there has not been any recurrence of disruptions in the past several months, there is no assurance that disruptions will not occur in the future which will affect the supply of goods. Civil disruptions could occur if the economic situation in Argentina continues to deteriorate and may significantly disrupt the continuous supply of goods.

     Certain events could have significant political ramifications to MAL in Argentina. In particular, serious environmental incidents such as contamination of groundwater and surface water downstream of the tailings

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dam due to uncontrolled migration of the sulphate plume of other events which would constitute a major breach of EIR commitments.

     The Alumbrera mining prospects are owned by YMAD, a quasi-governmental mining company, pursuant to an Argentine mining law which granted YMAD such rights. YMAD has granted a mining lease to MAL pursuant to the UTE Agreement (see “Narrative Description of the Business — Alumbrera Mine, Argentina —Property Description and Location’’ for details regarding the UTE Agreement). Significant political changes in Argentina which impact foreign investment and mining in general, or YMAD or MAL’s rights to the Alumbrera mining prospects in particular, could adversely impact MAL’s ability to operate the Alumbrera Mine.

     Certain political and economic events such as: (i) the inability of MAL to obtain U.S. dollars in a lawful market of Argentina or to effect the lawful transfer of U.S. dollars to the senior lenders; (ii) acts or failures to act by a government authority in Argentina; and (iii) acts of political violence in Argentina, could have a material adverse effect on MAL’s ability to operate the Alumbrera Mine and make payments due to senior lenders and may constitute an event of default under the terms of the security for the senior project debt.

Foreign Subsidiaries

     Wheaton is a holding company that conducts operations through foreign (Mexican, Argentinian, Brazilian, Bermudian, Australian, Cayman Island and Antiguan) subsidiaries, joint ventures and divisions, and substantially all of its assets are held in such entities. Accordingly, any limitation on the transfer of cash or other assets between the parent corporation and such entities, or among such entities, could restrict Wheaton’s ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist now or in the future, could have an adverse impact on Wheaton’s valuation and stock price.

Acquisition Strategy

     As part of Wheaton’s business strategy, it has sought and will continue to seek new mining and development opportunities in the mining industry. In pursuit of such opportunities, Wheaton may fail to select appropriate acquisition candidates or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their personnel into Wheaton. Wheaton cannot assure that it can complete any acquisition or business arrangement that it pursues, or is pursuing, on favourable terms, or that any acquisitions or business arrangements completed will ultimately benefit Wheaton’s business.

Joint Ventures

     Wheaton holds an indirect 37.5% interest in the Alumbrera Mine, the other 12.5% and 50% interests being held indirectly by Northern Orion, and Xstrata, respectively. Wheaton’s interest in the Alumbrera Mine is subject to the risks normally associated with the conduct of joint ventures. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on Wheaton’s profitability or the viability of its interests held through joint ventures, which could have a material adverse impact on Wheaton’s future cash flows, earnings, results of operations and financial condition: (i) disagreement with joint venture partners on how to develop and operate mines efficiently; (ii) inability of joint venture partners to meet their obligations to the joint venture or third parties; and (iii) litigation between joint venture partners regarding joint venture matters.

Market Price of Wheaton Shares

     The Wheaton Shares are listed on the TSX and the AMEX. Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. Wheaton’s share price is also likely to be significantly affected by short-term changes in gold, silver or copper prices or in its financial condition or results of operations as reflected in its quarterly earnings reports.

     As a result of any of these factors, the market price of the Wheaton Shares at any given point in time may not accurately reflect Wheaton’s long-term value. Securities class action litigation often has been brought against

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companies following periods of volatility in the market price of their securities. Wheaton may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Dividend Policy

     No dividends on the Wheaton Shares have been paid by Wheaton to date. Wheaton anticipates that it will retain all future earnings and other cash resources for the future operation and development of its business. Wheaton does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of Wheaton’s board of directors after taking into account many factors, including Wheaton’s operating results, financial condition and current and anticipated cash needs.

Dilution to Wheaton Shares

     As of April 28, 2004, approximately 200,606,108 Wheaton Shares are issuable on exercise of warrants, options or other rights to purchase Wheaton Shares at prices ranging from Cdn$0.57 to Cdn$3.92. During the life of the warrants, options and other rights, the holders are given an opportunity to profit from a rise in the market price of the Wheaton Shares with a resulting dilution in the interest of the other shareholders. Wheaton’s ability to obtain additional financing during the period such warrants, options or other rights are outstanding may be adversely affected and the existence of such warrants, options or other rights may have an adverse effect on the price of the Wheaton Shares. The holders of the warrants, options and other rights may exercise such securities at a time when Wheaton would, in all likelihood, be able to obtain any needed capital by a new offering of securities on terms more favourable than those provided by the outstanding warrants, options or other rights.

     The increase in the number of Wheaton Shares in the market and the possibility of sales of such shares may have a depressive effect on the price of the Wheaton Shares. In addition, as a result of such additional Wheaton Shares, the voting power of Wheaton’s existing shareholders will be substantially diluted.

Future Sales of Wheaton Shares by Existing Shareholders

     Sales of a large number of Wheaton Shares in the public markets, or the potential for such sales, could decrease the trading price of the Wheaton Shares and could impair Wheaton’s ability to raise capital through future sales of Wheaton Shares. Wheaton has previously completed private placements at prices per share which are lower than the current market price of the Wheaton Shares. Accordingly, a significant number of shareholders of Wheaton have an investment profit in the Wheaton Shares that they may seek to liquidate. Substantially all of the Wheaton Shares can be resold without material restriction either in the United States, in Canada or both.

Key Executives

     Wheaton is dependent on the services of key executives, including its Chairman and Chief Executive Officer and a small number of highly skilled and experienced executives and personnel. Due to the relatively small size of Wheaton, the loss of these persons or Wheaton’s inability to attract and retain additional highly skilled employees may adversely affect its business and future operations.

Conflicts of Interest

     Certain of the directors and officers of Wheaton also serve as directors and/or officers of other companies involved in natural resource exploration and development and consequently there exists the possibility for such directors and officers to be in a position of conflict. Certain of the directors of Wheaton are officers of Endeavour Financial which acts as financial advisor to Wheaton and consequently there exists the possibility for such directors to be in a position of conflict. Any decision made by any of such directors and officers involving Wheaton will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Wheaton and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with

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the procedures set forth in the Business Corporations Act (Ontario) and other applicable laws. See “Interest of Insiders in Material Transactions”.

AUDITORS, REGISTRAR AND TRANSFER AGENT

     The auditors of Wheaton are Deloitte & Touche LLP, Chartered Accountants, Four Bentall Centre, P.O. Box 49279, 2800 - 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1P4.

     The registrar and transfer agent for the Wheaton Shares and the warrant agent for the Wheaton Warrants is CIBC Mellon Trust Company at its principal offices in Vancouver, British Columbia.

DOCUMENTS INCORPORATED BY REFERENCE

     Information has been incorporated by reference in this Exhibit C from documents filed with the various securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Investor Relations Manager of Wheaton at Suite 1560, Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia V6C 3L6; telephone (604) 696-3011. These documents are also available through the Internet on the System for Electronic Document Analysis and Retrieval, which can be accessed online at www.sedar.com.

     The following documents, filed by Wheaton with the securities regulatory authorities in the provinces of Canada, are specifically incorporated by reference in, and form an integral part of, this Exhibit C:

(a)	the audited financial statements of Minera Alumbrera Limited as at June 30, 2003 and 2002 and for the financial years ended June 2003, 2002 and 2001, together with the report of independent auditors thereon and the notes thereto, as filed on SEDAR;
(b)	the audited financial statements of Peak Gold Mines Pty Limited as at December 31, 2002 and for the financial year ended December 31, 2002, together with the auditors’ report thereon and the notes thereto, as filed on SEDAR; and
(b)	the material change report dated April 7, 2004 relating to the Combination.

     Any financial statements, management information circulars, management’s discussion and analysis or documents of the type referred to above (excluding confidential material change reports) filed by Wheaton with a securities commission or similar authority in Canada after the date of this Circular and prior to the Wheaton Meeting shall be deemed to be incorporated by reference in this Circular.

     Any statement contained in this Circular or a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Circular.

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SCHEDULE ‘‘A’’ TO EXHIBIT C

WHEATON RIVER MINERALS LTD.
ALIGNMENT WITH TSX CORPORATE GOVERNANCE GUIDELINES

     The following table indicates how the corporate governance practices of Wheaton align with the TSX Corporate Governance Guidelines:

TSX Corporate Governance Guidelines			Corporate Governance Practices of Wheaton
1.	Board should explicitly assume responsibility for stewardship of the corporation, and specifically for:		The Wheaton Board of Directors is responsible for the stewardship of the business and affairs of Wheaton and it reviews, discusses and approves various matters related to Wheaton’s operations, strategic direction and organizational structure to ensure that the best interests of Wheaton and its shareholders are being served. The Wheaton Board of Directors’ duties include social responsibility issues and environmental matters.
	a)	Adoption of a strategic planning process	The duties of the Wheaton Board of Directors include the review of strategic business plans and corporate objectives, the approval of the annual operating plan and the approval of capital expenditures, acquisitions, dispositions, investments and financings that exceed certain prescribed limits.
			The Wheaton Board of Directors monitors management on a regular basis. Management of Wheaton is aware of the need to obtain Wheaton Board of Directors approval for significant corporate or business transactions outside of the normal course of business. Less significant activities which can be addressed by management are often reported to the Wheaton Board of Directors, with whom management has a good working relationship.
	b)	Identification of principal risks, and implementing risk management systems	The Wheaton Board of Directors and its Audit Committee identify the principal risks of its business and ensure the implementation of appropriate systems to manage such risks.
	c)	Succession planning and monitoring senior management	The Wheaton Board of Directors is responsible for establishing processes for succession planning, reviewing succession plans and appointing and monitoring the performance of senior executives.
	d)	Communications policy	The communications policy of Wheaton is reviewed by the Wheaton Board of Directors periodically and provides that communications with all constituents will be made in a timely, accurate and effective manner.

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TSX Corporate Governance Guidelines			Corporate Governance Practices of Wheaton
			Wheaton communicates regularly with shareholders through press releases, as well as annual and quarterly reports. Investor and shareholder concerns are addressed on an on-going basis by the Manager, Investor Relations and, as required, by the Chairman and Chief Executive Officer of Wheaton.
			Wheaton is dedicated to the maintenance of good shareholder relations and attempts to deal with any expressed concerns of shareholders in an effective and timely manner. Wheaton has few concerns or complaints expressed to it by shareholders, but attempts to deal with any concerns or complaints that it does receive effectively, in an informal manner.
	e)	Integrity of internal control and management information systems	The Wheaton Board of Directors and its Audit Committee are responsible for the supervision of the reliability and integrity of the accounting principles and practices, financial reporting and disclosure practices followed by management. The Audit Committee is responsible for ensuring that management has established an adequate system of internal controls and maintains practices and processes to assure compliance with applicable laws.
2.	a)	Majority of directors should be unrelated	Under the TSX Corporate Governance Guidelines, an unrelated director is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act with a view to the best interests of the corporation, other than interests and relationships arising from shareholding. A related director is a director who is not an unrelated director.
			The Wheaton Board of Directors is currently comprised of eight (8) members, four (4) of whom are considered to be unrelated directors.
	b)	If the corporation has a significant shareholder, the board should include directors who do not have interests in or relationships with the corporation or such significant shareholder	This guideline does not apply to Wheaton since it does not have a significant shareholder.
3.	Disclose, for each director, whether he is related, and how that conclusion was reached		Ian W. Telfer, Chairman and Chief Executive Officer, is considered to be a related director because he is the Chairman and Chief Executive Officer.
			Eduardo Luna, Executive Vice President of Wheaton and President of Luismin, S.A. de C.V., is considered to be a related director because he is employed by Wheaton and a subsidiary of Wheaton.

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TSX Corporate Governance Guidelines		Corporate Governance Practices of Wheaton
		Frank Giustra and Neil Woodyer are related directors as a result of their interest in and positions with Endeavour Financial Corporation which has business relationships with Wheaton.
		Ian McDonald is considered to be an unrelated director as he no longer has any business or employment relationships with Wheaton.
		Antonio Madero is an unrelated director as he does not have any business or employment relationships with Wheaton.
		Larry Bell and Douglas Holtby are unrelated directors as they do not have any business, employment or other relationships with Wheaton.
		The shareholdings of each director are disclosed in Exhibit C to which this Schedule “A” is attached under the heading “Directors and Officers”.
4.	Appoint a committee of directors, composed exclusively of outside (non-management) directors, a majority of whom are unrelated, responsible for proposing to the full board new nominees to the board and for assessing directors on an ongoing basis	The Corporate Governance and Nominating Committee is responsible for recruiting new directors, proposing new director nominees to the Wheaton Board of Directors and reviewing the performance and qualification of existing directors.
5.	Implement a process for assessing the effectiveness of the board, its committees and individual directors	The Corporate Governance and Nominating Committee is responsible for reviewing on a periodic basis the size and composition of the Wheaton Board of Directors and assessing the effectiveness of the Wheaton Board of Directors as a whole, the committees of the Wheaton Board of Directors and the contributions of individual directors.
6.	Provide an orientation and education program for new directors	The Corporate Governance and Nominating Committee is responsible for providing an orientation and education program for new members of the Wheaton Board of Directors.
7.	Implement a process to examine size of board, with a view to improving effectiveness	The Wheaton Board of Directors is of the view that its current size (eight (8) directors) is conducive to effective decision-making.
8.	Board should review compensation of directors in light of risks and responsibilities	The Compensation Committee reviews the adequacy and form of, and recommends to the Wheaton Board of Directors, compensation including annual retainer, meeting fees, option grants and other benefits received by directors to ensure that the compensation received by the directors accurately reflects the risks and responsibilities involved in being an effective director.

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TSX Corporate Governance Guidelines		Corporate Governance Practices of Wheaton
9.	Committees of the board should generally be composed of outside (non-management) directors, a majority of whom are unrelated directors	There are four committees of the Wheaton Board of Directors: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Environmental and Safety Committee.
		The Audit Committee meets at least once each quarter and reviews the annual and quarterly financial statements, matters relating to the securities commissions, investments and transactions that could adversely affect the well-being of Wheaton. Through meetings with external auditors and senior management, the Audit Committee discusses, among other things, the effectiveness of the internal control procedures established for Wheaton. The members of the Audit Committee are Douglas Holtby (Chairman), Larry Bell and Ian McDonald, all of whom are unrelated directors.
		The Compensation Committee meets as required to review compensation for senior management. The members of the Compensation Committee are Neil Woodyer (Chairman), Douglas Holtby and Antonio Madero, all of whom are unrelated directors.
		The Corporate Governance and Nominating Committee meets at least once each year or more frequently as circumstances require. The Corporate Governance and Nominating Committee may ask members of management or others to attend meetings or to provide information as necessary. In addition, the Corporate Governance and Nominating Committee or, at a minimum, the Chairman of such committee may meet with Wheaton’s external corporate counsel to discuss Wheaton’s corporate governance policies and practices. The members of the Corporate Governance and Nominating Committee are Ian McDonald (Chairman), Frank Giustra and Larry Bell, all of whom are outside directors. The Corporate Governance and Nominating Committee is comprised of a majority of unrelated directors.

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TSX Corporate Governance Guidelines			Corporate Governance Practices of Wheaton
			The Environmental and Safety Committee oversees the development and implementation of policies and best practices of Wheaton relating to environmental and health and safety issues in order to ensure compliance with applicable laws and to ensure the safety of its employees. The members of the Environmental and Safety Committee are Eduardo Luna (Chairman), Ian McDonald and Ian Telfer, one of whom is an outside director. The Environmental and Safety Committee is not comprised of a majority of unrelated directors due to the number of unrelated directors on the Wheaton Board of Directors.
			Other matters are considered by the full Wheaton Board of Directors. As required by applicable law or when circumstances warrant, the Wheaton Board of Directors may strike ad hoc committees.
10.	Board should expressly assume responsibility for, or assign to a committee the general responsibility for, the approach to corporate governance issues		The Wheaton Board of Directors has assigned responsibility for Wheaton’s approach to corporate governance issues to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is currently conducting a review of Wheaton’s corporate governance practices to ensure continued compliance with applicable stock exchange rules and applicable laws.
11.	a)	Define limits to management’s responsibilities by developing mandates for:
		(i) the board	Currently, there is no specific written mandate of the Wheaton Board of Directors, other than the corporate standard of care set out in the governing corporate legislation of Wheaton, the Business Corporations Act (Ontario) (the “OBCA”). The OBCA indicates that each director and officer of a corporation governed by it, in exercising his or her powers and discharging his or her duties, shall act honestly and in good faith with a view to the best interests of the corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Wheaton Board of Directors explicitly assumes responsibility for stewardship of Wheaton, including the integrity of the Company’s internal control and management information systems. A specific written mandate for the Wheaton Board of Directors is currently under review by the Corporate Governance and Nominating Committee.

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TSX Corporate Governance Guidelines			Corporate Governance Practices of Wheaton
			Although the Wheaton Board of Directors supervises, directs and oversees the business and affairs of Wheaton, it delegates the day-to-day management to others, while reserving the ability to intervene in management decisions and to exercise final judgment on any matter.
			In order to carry out the foregoing responsibilities, the Wheaton Board of Directors meets as required by circumstances.
			The Wheaton Board of Directors expects management to operate the business in accordance with the mandate referred to above and to maximize shareholder value, consistent with public and employee safety and the other objectives referred to above. The results of the management activities are reviewed continually by the Wheaton Board of Directors.
		(ii) the Chief Executive Officer	The objective set for the Chief Executive Officer by the Wheaton Board of Directors is the general mandate to implement the approved corporate objectives and the strategic business plan (see Item 1(a) above).
	b)	Board should approve Chief Executive Officer’s corporate objectives	See Item 11(a)(ii) above.
12.	Implement structures and procedures to ensure the Board can function independently of management		The Wheaton Board of Directors has not appointed a Chairman who is other than the Chief Executive Officer for two main reasons. First, Wheaton’s business, the composition and make-up of the Wheaton Board of Directors and the background of Ian Telfer make it appropriate that the Chief Executive Officer of Wheaton chair the Wheaton Board of Directors. Second, the Wheaton Board of Directors believes that as a result of Wheaton’s size, growth and business, the role of the Chairman in setting the Wheaton Board of Directors agenda and ensuring that adequate and proper information is made available to the Wheaton Board of Directors, a critical element for effective corporate governance, is most effectively filled by someone who has intimate knowledge of Wheaton and its operations.
13.	Establish an Audit Committee, composed only of outside directors, with a specifically defined mandate		See Item 9 above.
14.	Implement a system to enable individual directors to engage outside advisors, at the corporation’s expense		Each committee of the Wheaton Board of Directors and, in appropriate circumstances and with the approval of the Wheaton Board of Directors, an individual director may engage outside advisors, independent of management, at the expense of Wheaton.

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EX-99.8

MATERIAL CHANGE REPORT

Subsection 75(2) of the Securities Act (Ontario)
and equivalent sections in the Securities Acts
of each of the other provinces of Canada

1. Reporting Issuer

Wheaton River Minerals Ltd.
Waterfront Centre, Suite 1560
200 Burrard Street
Vancouver, BC V6C 3L6

2. Date of Material Change

January 12, 2004

3. Press Release

A press release with respect to the material change referred to in this report was issued on January 12, 2004 and subsequently filed on SEDAR.

4. Summary of Material Change

Wheaton River Minerals Ltd. (“Wheaton River”) announced that it has completed the acquisition of the Amapari Gold Project in Brazil for US$25 million in cash, 33 million Wheaton River Common Shares and 21.5 million Wheaton River Series “B” Common Share Purchase Warrants.

5. Full Description of Material Change

Wheaton River announced that it has completed the acquisition of the Amapari Gold Project in Brazil for US$25 million in cash, 33 million Wheaton River Common Shares and 21.5 million Wheaton River Series “B” Common Share Purchase Warrants.

The Amapari Gold Project consists of an open pittable heap leach oxide deposit and an underground sulphide deposit, containing 1.7 million measured and indicated resource ounces and an additional 1 million ounces in the inferred resource category. The project also has significant potential for growth beyond existing reserves and resources. Construction of the project commenced in November 2003 and production is expected to begin in 2005. With an oxide open pit reserve grade of 2.13 g/t and estimated heap leach recoveries in excess of 90%, the project will result in significant low-cost production. Wheaton River plans an aggressive campaign to expand resources and has identified exploration targets it believes will extend the mine life.

Wheaton River expects 2006 production from all of its mines to increase to approximately 900,000 gold equivalent ounces at a cash cost of less than US$140

per ounce. Current production exceeds 500,000 gold equivalent ounces (over 400,000 ounces of gold and over 6 million ounces of silver) at a cash cost of approximately US$100 per ounce.

Cautionary Note to U.S. Investors Concerning Estimates of Measured, Indicated and Inferred Resources

This material change report uses the terms “Measured”, “Indicated” and “Inferred” Resources. U.S. investors are advised that while such terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. “Inferred Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that all or any part of Measured or Indicated Resources will ever be converted into reserves. U.S. investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

6. Reliance on Subsection 75(3) of the Securities Act (Ontario)

Not applicable.

7. Omitted Information

Not applicable.

8. Senior Officer

For further information contact Ian W. Telfer, Chairman and Chief Executive Officer of Wheaton River at (604) 696-3000.

9. Statement of Senior Officer

The foregoing accurately discloses the material change referred to herein.

DATED at Vancouver, British Columbia this 14^th day of January, 2004.

WHEATON RIVER MINERALS LTD.
Per:	/s/ Ian Telfer
	Ian Telfer
	Chairman and Chief Executive Officer

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NEWS RELEASE

WHEATON RIVER MINERALS LTD.

Waterfront Centre, Suite 1560, 200 Burrard Street, Vancouver, B.C. V6C 3L6
Ph: (604) 696-3000 Fax (604) 696-3001

FOR IMMEDIATE RELEASE	Toronto Stock Exchange: WRM
January 12, 2004	American Stock Exchange: WHT

WHEATON COMPLETES ACQUISITION OF AMAPARI GOLD DEVELOPMENT
PROJECT

VANCOUVER, BRITISH COLUMBIA - - Wheaton River Minerals Ltd. (“Wheaton”) is pleased to announce that it has completed the acquisition of the Amapari Gold Project in Brazil for US$25 million in cash, 33 million Wheaton River Common Shares and 21.5 million Wheaton River Series “B” Common Share Purchase Warrants.

The Amapari Gold Project consists of an open pittable heap leach oxide deposit and an underground sulphide deposit, containing 1.7 million measured and indicated resource ounces and an additional 1 million ounces in the inferred resource category. The project also has significant potential for growth beyond existing reserves and resources. Construction of the project commenced in November 2003 and production is expected to begin in 2005. With an oxide open pit reserve grade of 2.13 g/t and estimated heap leach recoveries in excess of 90%, the project will result in significant low-cost production. Wheaton plans an aggressive campaign to expand resources and has identified exploration targets it believes will extend the mine life.

Wheaton expects 2006 production from all of its mines to increase to approximately 900,000 gold equivalent ounces at a cash cost of less than US$140 per ounce. Current production exceeds 500,000 gold equivalent ounces (over 400,000 ounces of gold and over 6 million ounces of silver) at a cash cost of approximately US$100 per ounce.

Cautionary Note to U.S. Investors Concerning Estimates of Measured, Indicated and Inferred Resources

This news release report uses the terms “Measured”, “Indicated” and “Inferred” Resources. U.S. investors are advised that while such terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. “Inferred Resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Resources may not form the basis of feasibility or other economic studies. U.S. investors are cautioned not to assume that all or any part of Measured or Indicated Resources will ever be

converted into reserves. U.S. investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information presented constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, including but not limited to those with respect to the price of gold, silver and copper, the timing and amount of estimated future production, costs of production, reserve determination and reserve conversion rates involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Wheaton River to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks related to the integration of acquisitions, risks related to international operations, risks related to joint venture operations, the actual results of current exploration activities, actual results of current reclamation activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of gold, silver and copper, as well as those factors discussed in the section entitled “Risk Factors” in the Form 40-F as on file with the Securities and Exchange Commission in Washington, D.C. Although Wheaton River has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

For further information please contact Wheaton River Minerals Ltd. Investor Relations at 1-800-567-6223 or email at ir@wheatonriver.com or visit www. wheatonriver.com.

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EX-99.9

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2.	Date of Material Change
	March 30, 2004
3.	News Release
	A news release with respect to the material change referred to in this report was issued through newswire services on March 30, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	Wheaton and IAMGOLD Corporation (“IAMGOLD”) announced that their boards of directors have unanimously agreed to combine the two companies (the “Combination”) to create one of the world’s top ten gold producers. Wheaton and IAMGOLD entered into a letter agreement on March 30, 2004, as amended, setting out the terms and conditions of the proposed Combination.
	Pursuant to the Combination, each holder of Wheaton common shares will receive 0.55 of an IAMGOLD common share for each Wheaton common share. In addition, each holder of outstanding Wheaton options, warrants, convertible or exchangeable securities, or any other right to acquire common shares of Wheaton, will be entitled to receive, upon the exercise, exchange or conversion thereof, 0.55 of a common share of IAMGOLD in lieu of one common share of Wheaton on the same other terms and conditions as the original security of Wheaton. It is anticipated that the Combination will be structured as a three cornered amalgamation by way of a Plan of Arrangement.
	After giving effect to the Combination, the outstanding shares of the combined company will be held as to approximately 68% by current Wheaton shareholders and 32% by current IAMGOLD shareholders.

5.	Full Description of Material Change
	Wheaton and IAMGOLD announced that their boards of directors have unanimously agreed to combine the two companies to create one of the world’s top ten gold producers. Wheaton and IAMGOLD entered into a letter agreement (the “Letter Agreement”) on March 30, 2004, as amended, setting out the terms and conditions of the proposed Combination.
	Pursuant to the Combination, each holder of Wheaton common shares will receive 0.55 of an IAMGOLD common share for each Wheaton common share. In addition, each holder of outstanding Wheaton options, warrants, convertible or exchangeable securities, or any other right to acquire common shares of Wheaton, will be entitled to receive, upon the exercise, exchange or conversion thereof, 0.55 of a common share of IAMGOLD in lieu of one common share of Wheaton on the same other terms and conditions as the original security of Wheaton. It is anticipated that the Combination will be structured as a three cornered amalgamation by way of a Plan of Arrangement.
	After giving effect to the Combination, the outstanding shares of the combined company will be held as to approximately 68% by current Wheaton shareholders and 32% by current IAMGOLD shareholders.
	In connection with the Combination, IAMGOLD will change its name to a new name to be mutually agreed upon between IAMGOLD and Wheaton.
	Each of the directors of Wheaton has agreed to vote the common shares of Wheaton beneficially owned or controlled by him in favour of the Combination, and each of the directors of IAMGOLD has agreed to vote the common shares of IAMGOLD beneficially owned or controlled by him in favour of the Combination.
	National Bank Financial Inc. and RBC Capital Markets will act as financial advisors to IAMGOLD and GMP Securities Ltd. and Endeavour Financial Corporation will act as financial advisors to Wheaton.
	The Combined Company
	The combined company will have operating interests in seven gold mines located in the Americas, West Africa and Australia. Three mines, including the Sadiola mine in Mali, the Tarkwa mine in Ghana and the Bajo de la Alumbrera mine in Argentina are world-class with respect to production rates, cash operating costs and reserves and resources. The combined company will continue to operate the Luismin mines in Mexico and the Peak mine in Australia. The combined company has immediate and near-term production growth opportunities through the development of the Amapari project in Brazil, the Los Filos project in Mexico and the expansion of the Tarkwa mine in Ghana. These projects are expected to add over 300,000 ounces of annual gold production in 2006. In addition, the combined company will have a large portfolio of exploration projects in the Americas and West Africa.

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As a result of the Combination, the combined company’s annual gold production is expected to be approximately one million gold equivalent ounces at total cash costs of less than US$100 per ounce in 2004. The combined company will have unhedged, proven and probable mineral reserves of approximately 8.9 million gold equivalent ounces (approximately 4.7 million ounces of proven mineral reserves and 4.2 million ounces of probable mineral reserves) plus additional measured and indicated mineral resources of approximately 4.5 million gold equivalent ounces (approximately 0.6 million ounces of measured mineral resources and approximately 3.9 million ounces of indicated mineral resources), with production expected to increase by over 30% to 1.3 million gold equivalent ounces in 2006. The combined company will have a strong balance sheet with US$300 million in cash and gold bullion, and will have strong operating cash flow. For detailed information concerning the mineral reserves and resources of Wheaton and IAMGOLD, please see the mineral reserve and resource tables set forth below under the heading “Mineral Reserves and Resources”.

Officers and Directors

The management team of the combined company will be led by Joseph Conway as President and Chief Executive Officer, Ian Telfer as Executive Co-Chairman and William Pugliese as Co-Chairman. Mr. Conway and Mr. Pugliese are currently the President and Chief Executive Officer and the Chairman, respectively, of IAMGOLD and Mr. Telfer is currently the Chairman and Chief Executive Officer of Wheaton. The expanded board of directors of the combined company will include the eight current Wheaton directors and the eight current IAMGOLD directors.

In addition, the combined company will form a management committee to be chaired by Mr. Conway, comprised of three representatives of Wheaton and three representatives of IAMGOLD. The three Wheaton representatives will be Peter Barnes, Executive Vice President and Chief Financial Officer, Russell Barwick, Executive Vice President and Eduardo Luna, Executive Vice President. The three IAMGOLD representatives will be Mr. Conway, Grant Edey, Chief Financial Officer and Larry Phillips, Vice President, Corporate Affairs and General Counsel.

Stock Exchange Listings

The combined company will be domiciled in Canada and will maintain its corporate office in Toronto, Ontario. Subject to regulatory approval, the common shares of IAMGOLD issued in connection with the Combination will trade on the Toronto Stock Exchange and the American Stock Exchange.

Definitive Agreement to be Signed

IAMGOLD and Wheaton have agreed to negotiate in good faith and use their best efforts to enter into a definitive agreement providing for the Combination and consistent with the terms of the Letter Agreement (the “Definitive

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Agreement”) as soon as practicable and on or before April 30, 2004 (with the date of execution of the Definitive Agreement being the “Definitive Agreement Date”). The Definitive Agreement will be in form and substance satisfactory to each of IAMGOLD and Wheaton and will include representations and warranties, covenants and conditions customary for a transaction of the nature of the Combination.

Mutual Conditions

There are a number of mutual conditions precedent for the completion of the Combination that must be either satisfied or waived, including, without limitation, the following:

(a)	mutually acceptable and legally enforceable agreements and other documents, including the Definitive Agreement (collectively the “Transaction Documents”), shall have been entered into to give effect to the Combination;
(b)	each of IAMGOLD and Wheaton shall be satisfied in the sole and absolute discretion thereof, prior to 5:00 p.m. (Toronto time) on the day immediately preceding the Definitive Agreement Date, that, as a result of their respective due diligence investigations on each other (notwithstanding any due diligence investigations previously conducted), there is no undisclosed adverse material fact with respect to the other party and, unless Wheaton or IAMGOLD provides written notice to the other of them prior to 5:00 p.m. (Toronto time) on such day that it is not so satisfied with the results of its due diligence investigations on the other of them, each of Wheaton and IAMGOLD shall then be deemed to be satisfied that, based on the results of its due diligence investigations on the other party, there is no undisclosed adverse material fact with respect to the other party;
(c)	if required by any applicable law or any securities regulatory authority or if considered desirable by the directors of IAMGOLD, the shareholders of IAMGOLD shall have approved the Combination and approved or consented to such other matters as either IAMGOLD or Wheaton shall consider necessary or desirable in connection with the Combination;
(d)	the shareholders of Wheaton shall have approved the Combination by a vote of 66 2/3% and approved or consented to such other matters as either Wheaton or IAMGOLD shall consider necessary or desirable in connection with the Combination;
(e)	all governmental, court, regulatory, third person and other approvals, consents, waivers, orders, exemptions, agreements which either IAMGOLD or Wheaton shall consider necessary or desirable in connection with the Combination shall have been obtained in form satisfactory to IAMGOLD and Wheaton; and

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(f) holders of no greater than 3% of the outstanding common shares of each of IAMGOLD and Wheaton shall have dissented to the Combination.

Conditions in Favour of Wheaton

The obligations of Wheaton to complete the Combination are subject to the satisfaction or waiver of certain conditions, including the following:

(a)	not later than 5:00 p.m. (Toronto time) on April 13, 2004 (provided that IAMGOLD may unilaterally extend such date by no more than 20 days) the directors of Wheaton shall have received an opinion from Wheaton’s financial advisor that, as of March 30 2004, the share exchange ratio is fair, from a financial point of view, to shareholders of Wheaton;
(b)	IAMGOLD shall have performed and complied in all material respects with all of its covenants and obligations under the Definitive Agreement;
(c)	the representations and warranties of IAMGOLD contained in the Definitive Agreement shall be true and accurate, in all material respects, when made and at and as of the completion of the Combination with the same force and effect as if they had been made at the completion of the Combination; and
(d)	there shall not have been any event or change that has had or would be reasonably likely to have a material adverse effect on IAMGOLD and, for the purposes hereof, material adverse effect means a material adverse effect on the business, operations, results of operations, prospects, assets, liabilities or financial condition of IAMGOLD and its subsidiaries taken as a whole, other than global changes such as changes in commodity prices and currency exchange rates.

Conditions in Favour of IAMGOLD

The obligations of IAMGOLD to complete the Combination are subject to the satisfaction or waiver of certain conditions, including the following:

(a)	not later than 5:00 p.m. (Toronto time) on April 13, 2004 (provided that Wheaton may unilaterally extend such date by no more than 20 days) the directors of IAMGOLD shall have received an opinion from RBC Capital Markets that, as of March 30, 2004, the share exchange ratio is fair, from a financial point of view, to shareholders of IAMGOLD;
(b)	Wheaton shall have performed and complied in all material respects with all of its covenants and obligations under the Definitive Agreement;
(c)	the representations and warranties of Wheaton contained in the Definitive Agreement shall be true and accurate, in all material respects, when made and at and as of the completion of the Combination with the same

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force and effect as if they had been made at the completion of the Combination; and

(d)

there shall not have been any event or change that has had or would be reasonably likely to have a material adverse effect on Wheaton and for the purposes hereof, material adverse effect means a material adverse effect on the business, operations, results of operations, prospects, assets, liabilities or financial condition of Wheaton and its subsidiaries taken as a whole, other than global changes such as changes in commodity prices and currency exchange rates.

Conduct of Business Pending Completion of the Combination

Each of Wheaton and IAMGOLD has agreed that, other than in connection with certain permitted transactions, until the Combination is completed it shall conduct its business only in, and shall not take any action except in, the usual, ordinary and regular course of business, consistent with past practices.

No Solicitation

The Letter Agreement provides that during the period commencing on March 30, 2004 and continuing until the first to occur of (i) the Definitive Agreement Date and (ii) the Termination Date (as hereinafter defined), IAMGOLD and Wheaton will not, directly or indirectly, and will not authorize or permit any representative thereof to, directly or indirectly, (a) solicit, initiate, encourage, engage in or respond to any inquiries or proposals regarding any merger, amalgamation, share exchange, business combination, take-over bid, sale or other disposition of all or substantially all of their assets, any recapitalization, reorganization, liquidation, material sale or issue of treasury securities or rights or interests therein or thereto or rights or options to acquire any material number of treasury securities or any type of similar transaction which would or could, in any case, constitute a de facto change of control (each an “Acquisition Proposal”), other than the Combination, (b) encourage or participate in any discussions or negotiations regarding any Acquisition Proposal, (c) agree to, approve or recommend an Acquisition Proposal, or (d) enter into any agreement related to an Acquisition Proposal; provided, however, that except as indicated below, nothing shall prevent IAMGOLD or Wheaton from completing certain transactions permitted under the terms of the Letter Agreement, or IAMGOLD or Wheaton from furnishing non-public information to, or entering into a confidentiality agreement and/or discussions with, any person in response to a bona fide unsolicited Acquisition Proposal that is submitted by such person after March 30, 2004 and which is not withdrawn if (i) the directors of IAMGOLD or Wheaton, as the case may be, conclude in good faith, after consultation with counsel, that such action is required in order for them to comply with their fiduciary obligations under applicable law, and (ii) prior to furnishing such non-public information to, entering into a confidentiality agreement with, or entering into discussions with, such person, IAMGOLD or Wheaton, as the case may be, gives the other of them written notice of its intention to furnish non-public

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information to, enter into a confidentiality agreement with, or enter into discussions with, such person.

In the Letter Agreement, IAMGOLD and Wheaton have agreed to terminate all existing discussions or negotiations with any person (other than the other of them) with respect to any potential Acquisition Proposal (other than certain transactions permitted under the terms of the Letter Agreement). IAMGOLD and Wheaton must promptly notify the other of them of any future Acquisition Proposal which any director, senior officer or agent thereof is or becomes aware of, any amendment to any of the foregoing or any request for non-public information relating to them. Such notice shall include a description of the material terms and conditions of any such proposal and the identity of the person making such proposal, inquiry, request or contact.

Superior Proposals

Either IAMGOLD or Wheaton (the “Terminating Party”) or the directors thereof may, in respect of any Acquisition Proposal, accept, approve or recommend, and/or enter into any agreement to effect such Acquisition Proposal if: (i) such Acquisition Proposal constitutes a Superior Proposal (as hereinafter defined); (ii) the Terminating Party has provided the other party (the “Non-Terminating Party”) with a copy of the document containing such Superior Proposal (with such deletions as are necessary to protect any confidential portions of such document, provided that material terms and conditions of, and the identity of the person making, such Superior Proposal may not be deleted); (iii) five business days have elapsed from the later of the date on which the Non-Terminating Party received notice of the determination of the Terminating Party to accept, approve or recommend or to enter into an agreement in respect of such Superior Proposal and the Non-Terminating Party has not, within such five business day period, agreed to amend the terms of the Combination so that the consideration payable under the Combination will at least match the value per common share of the Terminating Party payable pursuant to such Superior Proposal, determined in each case as of such later date by the directors of the Terminating Party in good faith; and (iv) if the Non-Terminating Party has elected not to match the Superior Proposal, the Terminating Party terminates the Letter Agreement pursuant to the terms thereof and makes the termination fee payment to the Non-Terminating Party (discussed below). “Superior Proposal” means a bona fide unsolicited Acquisition Proposal received after March 30, 2004 that: (A) is not conditional on obtaining financing, (B) in respect of which the directors of IAMGOLD or Wheaton, as the case may be, have determined in good faith, after consultation with, and receiving advice (which may include a written opinion) from, as appropriate, its financial, legal and other advisors that such Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction which in the case of an Acquisition Proposal made to Wheaton, has a value per Wheaton common share of at least $5.40, being 105% of the value ascribed to a Wheaton common share pursuant to the Combination as at March 30, 2004 or, in the case of an Acquisition Proposal made to IAMGOLD, a value of at least $9.82, being 105% of the closing price of

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the IAMGOLD common shares on the Toronto Stock Exchange on March 30, 2004.

Right to Terminate

The Letter Agreement may be terminated by either party:

(a)	if the Definitive Agreement is not executed on or before April 30, 2004;
(b)	if either Party, or its board of directors, accepts, approves or recommends, and/or enters into any agreement to effect an Acquisition Proposal that constitutes a Superior Proposal; or
(c)	if the Combination is not completed on or before July 29, 2004.

The date upon which the Letter Agreement is terminated pursuant to the above is referred to herein as the “Termination Date”.

Termination Fee

If either party, or its directors (the “Terminating Party”) terminates the Letter Agreement:

(a)	in connection with a Superior Proposal; or
(b)	on the basis that the Definitive Agreement has not been executed on or before April 30, 2004 and, within 90 days of the effective date of such termination, accepts, approves or recommends, or enters into an agreement with respect to, an Acquisition Proposal that constitutes a Superior Proposal

(either such event being a ‘Triggering Event”), then the Terminating Party must pay the other party an amount in cash equal to 3% of the market capitalization of the Terminating Party, determined as of the close of business on the last business day prior to the date on which the Triggering Event occurred, in immediately available funds to an account designated by the Non-Terminating Party. Such payment must be made, in the case of (a) above, concurrently with such termination and, in the case of (b) above, at the time that such Acquisition Proposal is accepted, approved or recommended or an agreement with respect to such Acquisition Proposal is executed. The obligation to make such payment shall survive the termination of the Letter Agreement.

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Mineral Reserves and Resources

Wheaton River Minerals Ltd.

Mineral Reserves and Mineral Resources as of December 31, 2003

Proven and Probable Mineral Reserves⁽¹⁾

				Grade						Contained Metal
				Gold		Silver								Gold
										Gold		Silver		Equivalent
Deposit	Category	Tonnes		(grams per		(grams per		Copper		(ounces)		(ounces)		Ounces (6)		Copper
		(000’s)		tonne)		tonne)		(%)		(000’s)		(000’s)		(000’s)		(tonnes)
Alumbrera Mine(2)	Proven		115,500		0.57		—		0.50		2,115		—		2,115		577,500
	Probable		8,630		0.49		—		0.47		135		—		135		40,540
(Wheaton River’s 37.5% interest)	Proven + Probable		124,130		0.56		—		0.50		2,250		—		2,250		618,040
Peak Mine (3)	Proven		570		3.82		—		0.53		70		—		70		3,015
	Probable		1,780		7.33		—		0.54		420		—		420		9,525
	Proven + Probable		2,350		6.48		—		0.53		490		—		490		12,540
Luismin (4)	Proven		880		5.16		414		—		145		11,670		320		—
- San Dimas	Probable		1,360		5.16		412		—		225		18,060		490		—
	Proven + Probable		2,240		5.16		413		—		370		29,730		810		—
Luismin(4)	Proven		530		3.75		64		—		65		1,090		80		—
- San Martin	Probable		500		3.37		120		—		55		1,930		80		—
	Proven + Probable		1,030		3.56		91		—		120		3,020		160		—
Luismin(4)	Proven		880		3.94		—		—		115		—		115		—
- Nukay	Probable		720		4.09		—		—		95		—		95		—
	Proven + Probable		1,600		4.01		—		—		210		—		210		—
Amapari (5)	Proven		3,350		2.15		—		—		230		—		230		—
	Probable		11,430		3.15		—		—		1,160		—		1,160		—
	Proven + Probable		14,780		2.93		—		—		1,390		—		1,390		—
Total	Proven										2,740		12,760		2,930		580,515
	Probable										2,090		19,990		2,380		50,065
	Proven + Probable										4,830		32,750		5,310		630,580

(1) All Mineral Reserves have been calculated as of December 31, 2003, other than the Mineral Reserves with respect to the Amapari project which are as of January 9, 2004, in accordance with the CIM Standards on Mineral Resources and Reserves – Definitions and Guidelines” prepared by the CIM Standing Committee on Reserve Definitions and approved by the CIM Council of the Canadian Institute of Mining, Metallurgy and Petroleum in August 2000 (the “CIM Standards”) or the current (1999) version of the Australasian Code for Reporting of Mineral Resources and Ore Reserves (the “JORC Code”). The JORC Code has been accepted for current disclosure rules in Canada under the Canadian Securities Administrators’ National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

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(2)	The Mineral Reserves for the Alumbrera Mine set out in the table above have been estimated by C. R. Van Order, P.Eng. at Minera Alumbrera Ltd. who is a competent person under the JORC Code. The Mineral Reserves are classified as Proved and Probable, and are based on the JORC Code.
(3)	The Mineral Reserves for the Peak Mine set out in the table above have been estimated by Robert Cooper at Peak Gold Mines who is a competent person under the JORC Code. The Mineral Reserves are classified as Proved and Probable, and are based on the JORC Code.
(4)	The Mineral Reserves for the Luismin deposits set out in the table above have been estimated by Randy V.J. Smallwood, P.Eng. at Wheaton River and David R. Budinski, P.Geo. at Orcan Mineral Consultants who are each qualified persons under NI 43-101. The Mineral Reserves are classified as Proven and Probable, and are based on the CIM Standards.
(5)	The Mineral Reserves for the Amapari project set out in the table above have been estimated by Harry Burgess, P.Eng. at Micon International Limited and D.W. Hooley, B.Sc.(Eng.) at Micon International Limited who are each competent persons under the JORC Code. The Mineral Reserves are classified as Proved and Probable, and are based on the JORC Code. The Amapari acquisition was completed on January 9, 2004.
(6)	Gold equivalent ounces are calculated using commodity prices of US$350 per ounce of gold and US$5.50 per ounce of silver, and appropriate process recovery rates for each operation. Gold equivalent ounces are exclusive of copper reserves and resources.

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Measured, Indicated and Inferred Mineral Resources ⁽¹⁾⁽⁷⁾
(excluding Proven and Probable Mineral Reserves)

				Grade						Contained Metal
														Gold
				Gold		Silver				Gold		Silver		Equivalent
Deposit	Category	Tonnes		(grams		(grams		Copper		(ounces)		(ounces)		Ounces(8)		Copper
		(000’s)		per tonne)		per tonne)		(%)		(000’s)		(000’s)		(000’s)		(tonnes)
Peak Mine (2)	Measured		560		2.33		—		1.22		45		—		45		6,840
	Indicated		480		5.38		—		0.67		85		—		85		3,200
	Measured + Indicated		1,040		3.73				0.96		130		—		130		10,040
	Inferred		3,200		8.4		—		1.2
Luismin (3)	Measured		—		—		—		—		—		—		—		—
- San Dimas	Indicated		—		—		—		—		—		—		—		—
	Measured + Indicated		—		—		—		—		—		—		—		—
	Inferred		12,940		3.3		317		—
Luismin(3)	Measured		—		—		—		—		—		—		—		—
- San Martin	Indicated		—		—		—		—		—		—		—		—
	Measured + Indicated		—		—		—		—		—		—		—		—
	Inferred		2,135		2.7		127		—
Luismin (3)	Measured		—		—		—		—		—		—		—		—
- Nukay	Indicated		2,260		4.87		—		—		350		—		355		—
	Measured + Indicated		2,260		4.87		—		—		350		—		355		—
	Inferred		2,625		2.5		—		—
Luismin (4)	Measured		8,250		1.64		—		—		420		—		420		—
- Los Filos	Indicated		30,480		1.37		—		—		1,310		—		1,310		—
	Measured + Indicated		38,400		1.44		—		—		1,780		—		1,780		—
	Inferred		11,000		1.4		—		—
Amapari (5)	Measured		2,040		0.86		—		—		55		—		55		—
	Indicated		4,520		1.69		—		—		245		—		245		—
	Measured + Indicated		6,560		1.43				—		300		—		300		—
	Inferred		7,500		4.1		—		—
EI Limon (6)	Measured		—		—		—		—		—		—		—		—
	Indicated		—		—		—		—		—		—		—		—
	Measured + Indicated		—		—		—		—		—		—		—		—
	Inferred		4,200		3.1		—		—
Total	Measured										100		—		100		6,840
	Indicated										2,460		—		2,460		3,200
	Measured + Indicated										2,560		—		2,560		10,040

(1)	All Mineral Resources have been calculated as of December 31, 2003 in accordance with the CIM Standards or the JORC Code.
(2)	The Mineral Resources for the Peak Mine set out in the table above have been estimated by Dave Keough at Peak Gold Mines who is a competent person under the JORC Code. The Mineral Resources are classified as Measured, Indicated and Inferred, and are based on the JORC Code.
(3)	The Mineral Resources for the Luismin deposits set out in the table above have been estimated by Randy V.J. Smallwood, P.Eng. at Wheaton River, David R. Budinski, P.Geo. at Orcan Mineral Consultants and Gary Giroux, P.Eng. at Micon International Limited who are each qualified persons under NI 43-101. The Mineral Resources are classified as Indicated and Inferred, and are based on the CIM Standards.
(4)	The Mineral Resources for the Los Filos deposits set out in the table above have been estimated by AI N. Samis, P.Geo. at Teck Cominco who is a qualified person under NI 43-101. The Mineral Resources are classified as Indicated and Inferred, and are based on the CIM Standards.

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(5)	The Mineral Resources for the Amapari project set out in the table above have been estimated by Ken Grace, P.Eng. at Micon International Limited who is a competent person under the JORC Code. The Mineral Resources are classified as Measured, Indicated and Inferred, and are based on the JORC Code. The Amapari acquisition was completed on January 9, 2004.
(6)	The Mineral Resources for the EI Limon deposits set out in the table above have been estimated by James N. Grey, P.Geo. at Tech Cominco who is a qualified person under NI 43-101. The Mineral Resources are classified as Indicated and Inferred, and are based on the CIM Standards.
(7)	Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
(8)	Gold equivalent ounces are calculated using commodity prices of US$350 per ounce of gold, US$5.50 per ounce of silver, and appropriate process recovery rates for each operation. Gold equivalent ounces are exclusive of copper reserves and resources.

IAMGOLD Corporation

The information concerning the mineral reserves and mineral resources of IAMGOLD that is set out below and elsewhere herein has been provided to Wheaton by IAMGOLD and has not been independently verified by or on behalf of Wheaton. Wheaton assumes no responsibility for the accuracy of such information.

Proved and Probable Reserves⁽¹⁾

					Contained Gold
Mine	Tonnes		Gold Grade		100%		IMG Share
	(millions)		(g/t)		(000’s oz)		(000’s oz)
Sadiola(2)(3)(4)(7)
Proved		6.5		1.9		404		154
Probable		20.4		3.5		2,314		879
Total		26.9		3.1		2,718		1,033
Yatela (2)(5)(7)
Proved		2.3		1.1		83		33
Probable		8.4		3.8		1,034		414
Total		10.7		3.3		1,117		447
Tarkwa (6)(8)
Proved		171.0		1.4		7,432		1,405
Probable		61.0		1.2		2,396		453
Total		232.0		1.3		9,828		1,858
Damang (6)(8)
Proved		14.2		1.5		676		128
Probable		3.1		2.5		244		46
Total		17.3		1.7		919		174

(1) As at December 31, 2003 for the Sadiola and Yatela mines. As at June 30, 2003 for the Tarkwa and Damang mines.

(2) Using the Australasian Code for Reporting of Mineral Resources and Ore Reserves (JORC Code). Pit optimized and designed at US$325/oz cut-off with pit content on US$350/oz cut-off grade.

(3) Plant recovery is assumed to be 95% for oxides and 82% for sulphides.

(4) All the reserves in the “Proved” category are stockpile material. All the reserves classified as “Probable” are in-pit.

(5) Based on an economic mining cut-off of 1.17 g/t gold and assuming 85% recovery for oxide material and 75% recovery for sulphide material.

(6) Based on gold price of US$325 per ounce and estimated in accordance with the South African Code for the Reporting of Mineral Resources and Mineral Reserves (SAMREC Code) and reconciled to, and conformed to, the JORC Code. No material differences arise in the estimate if the CIM classification system is used.

(7) The Competent Persons responsible for the generation of the mineral resource and reserve statements for the Sadiola and Yatela Mines include Sadiola and Yatela mine geologists G. Cooper, T. Cell, M.A. Thiel, E.J. Smuts, R. van der Westhuizen and S. Bamforth. Reserves and resources calculated by the mine staff underwent an audit by Competent Persons at AngloGold, including V. Chamberlain and D. Worrall.

(8) The Competent Person responsible for the generation of the mineral resource and reserve statements for the Tarkwa and Damang mines is Gary Chapman, the Manager of Mine Planning and Resource Management at those mines.

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Measured, Indicated and Inferred Resources ⁽¹⁾

					Contained Gold
Mine	Tonnes		Gold Grade		100%		IMG Share
	(millions)		(g/t)		(000’s oz)		(000’s oz)
Sadiola(2)(9)
Open Pit
Measured (3)		15.9		1.6		818		311
Indicated		22.6		2.6		1,904		724
Total M & l		38.5		2.2		2,722		1,035
Inferred		1.8		1.2		72		27
Deep Sulphide
Measured (3)		1.0		3.0		92		35
Indicated		0.1		2.1		4		1
Total M & l		1.1		2.9		95		36
Inferred		130.0		1.8		7,532		2,862
Satellites
Measured		0.3		1.9		21		8
Indicated		3.8		2.7		328		125
Total M & l		4.1		2.6		349		133
Inferred (6)		12.5		1.3		533		203
Yatela (4) (9)
Main Pit
Measured (5)		2.7		0.9		83		33
Indicated		13.6		2.6		1,127		451
Total M & l		16.3		2.3		1,210		484
Inferred		3.5		0.8		90		36
Alamoutala (4)
Measured		1.0		1.6		48		19
Indicated		2.0		2.5		158		63
Total M & l		2.9		2.2		206		82
Inferred		0.9		1.9		56		22
Tarkwa (7) (10)
Measured (8)		198.9		1.4		8,975		1,696
Indicated		222.6		1.3		9,575		1,809
Total M & l		421.5		1.3		18,550		3,506
Inferred		50.4		2.3		3,759		710
Damang (7) (10)
Measured (8)		17.2		1.5		853		161
Indicated		7.7		2.0		488		92
Total M & I		24.9		1.7		1.341		253
Inferred		2.9		1.9		175		33

(1)	As at December 31, 2003 for the Sadiola and Yatela mines. As at June 30, 2003 for the Tarkwa and Damang mines. Measured and indicated resources include proved and probable reserves.
(2)	A cut-off of 0.7 g/t gold was used within a US$400/oz pit shell, unless otherwise noted.
(3)	Measured resources include soft oxide, hard oxide, soft sulphide, mixed stockpiles and hard sulphide stockpiles above a cutoff of 0.7 g/t gold.
(4)	A US$400/oz pit and cut-off grades of 0.4 g/t and 0.7 g/t were used for the Yatela main pit and Alamoutala pit, respectively.
(5)	Measured resources include stockpiles at a cut-off of 0.4 and 0.7 g/t.
(6)	The inferred resources for the satellite deposits are from FE-2, FN-3, FE-4, Sekokoto and Tambali South and were calculated at a cut-off grade of 0.7 g/t with no limiting shell.
(7)	Mineral resources are at a gold price of $400 per ounce and have been estimated in accordance with the SAMREC Code and have been reconciled to, and conformed to, the JORC Code. No material differences arise in the estimate of mineral resources if the CIM classification system is used.
(8)	Measured resources include low-grade surface stockpile.
(9)	The Competent Persons responsible for the generation of the mineral resource and reserve statements for the Sadiola and Yatela Mines include Sadiola and Yatela mine geologists G. Cooper, T. Gell, M.A. Thiel, E.J. Smuts, R. van der Westhuizen and S. Bamforth. Reserves and resources calculated by the mine staff underwent an audit by Competent Persons at AngloGold, including V. Chamberlain and D. Worrall.
(10)	The Competent Person responsible for the generation of the mineral resource and reserve statements for the Tarkwa and Damang mines is Gary Chapman, the Manager of Mine Planning and Resource Management at those mines.

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6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 7th day of April, 2004.

Per:      “Peter Barnes” Peter Barnes
Executive Vice President and Chief Financial
Officer

CAUTIONARY NOTE TO INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES

This material change report uses the terms “Measured”, “Indicated” and “Inferred” Resources to describe some of the estimated mineral resources of IAMGOLD and Wheaton. Investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. There is considerable uncertainty as to whether “Inferred Resources” exist and as to their economic feasibility. Under Canadian rules, estimates of Inferred Resources may not form the basis of feasibility or other economic studies. Investors are cautioned not to assume that all or any Measured or Indicated Resources will ever be converted into reserves. Investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists or can be profitably mined.

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EX-99.10

FORM51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2.	Date of Material Change
	April 26, 2004
3.	News Release
	A news release with respect to the material change referred to in this report was issued through newswire services on April 26, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	Wheaton and IAMGOLD Corporation (“IAMGOLD”) announced that they have (i) satisfactorily completed due diligence, (ii) received final fairness opinions from their financial advisors, and (iii) signed a definitive agreement (the “Arrangement Agreement”) dated as of April 23, 2004 (subsequently amended and restated), all in connection with the combination of the two companies (the “Combination”) to create one of the world’s top ten gold producers.
	Pursuant to the Combination, IAMGOLD will issue 0.55 of an IAMGOLD common share in exchange for each outstanding Wheaton common share. In addition, each holder of outstanding Wheaton options and warrants will be entitled to receive, upon the exercise thereof, 0.55 of a common share of IAMGOLD in lieu of one common share of Wheaton on the same terms and conditions as the security of Wheaton. The Combination is structured as a three cornered amalgamation by way of a Plan of Arrangement.
	After giving effect to the Combination, the outstanding shares of the combined company will be held as to approximately 68% by current Wheaton shareholders and approximately 32% by current IAMGOLD shareholders.
	The completion of the Combination is subject to a number of conditions precedent as set out in the Arrangement Agreement.

5.	Full Description of Material Change
	Wheaton and IAMGOLD announced that they have (i) satisfactorily completed due diligence, (ii) received final fairness opinions from their financial advisors, and (iii) signed the Arrangement Agreement, all in connection with the Combination to create one of the world’s top ten gold producers.
	Pursuant to the Combination, IAMGOLD will issue 0.55 of an IAMGOLD common share in exchange for each outstanding Wheaton common share. In addition, each holder of outstanding Wheaton options and warrants will be entitled to receive, upon the exercise thereof, 0.55 of a common share of IAMGOLD in lieu of one common share of Wheaton on the same terms and conditions as the security of Wheaton. The Combination is structured as a three cornered amalgamation by way of a Plan of Arrangement whereby Wheaton will amalgamate with a wholly-owned subsidiary of IAMGOLD and Wheaton will become a wholly-owned subsidiary of IAMGOLD (the “Arrangement”).
	After giving effect to the Combination, the outstanding shares of the combined company will be held as to approximately 68% by current Wheaton shareholders and approximately 32% by current IAMGold shareholders.
	In connection with the Combination, IAMGOLD will, subject to the approval of the shareholders of IAMGOLD, change its name to Axiom Gold Corporation.
	Each of the directors and the Chief Financial Officer of IAMGOLD has agreed to vote the common shares of IAMGOLD beneficially owned or controlled by him in favour of the Combination, and each of the directors and the Chief Financial Officer of Wheaton has agreed to vote the common shares of Wheaton beneficially owned or controlled by him in favour of the Combination.
	National Bank Financial Inc. and RBC Capital Markets are financial advisors to IAMGOLD and GMP Securities Ltd. and Endeavour Financial Corporation are financial advisors to Wheaton.
	The Combined Company
	The combined company will have operating interests in seven gold operations located in the Americas, West Africa and Australia. The combined company has immediate and near-term production growth opportunities through the development of the Amapari project in Brazil, the Los Filos project in Mexico and the expansion of the Tarkwa mine in Ghana. These projects are expected to add approximately 300,000 ounces of annual gold production in 2006. In addition, the combined company will have a large portfolio of exploration projects in the Americas, West Africa and Australia.
	As a result of the Combination, the combined company’s annualized gold production is expected to be approximately one million gold equivalent ounces at

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total cash costs of less than US$100 per ounce (net of copper credits) in 2004. The combined company will have unhedged, proven and probable mineral reserves of approximately 8.8 million gold equivalent ounces (approximately 4.7 million ounces of proven mineral reserves and approximately 4.1 million ounces of probable mineral reserves) plus additional measured and indicated mineral resources of approximately 4.6 million gold equivalent ounces and additional inferred mineral resources of approximately 10.5 million gold equivalent ounces. The combined company will have a strong balance sheet with US$295 million in cash, cash equivalents and gold bullion as at March 31, 2004 and will have strong operating cash flow.

Officers and Directors

The management team of the combined company will be led by Joseph Conway as President and Chief Executive Officer, Ian Telfer as Executive Co-Chairman and William Pugliese as Co-Chairman. Mr. Conway and Mr. Pugliese are currently the President and Chief Executive Officer and the Chairman, respectively, of IAMGOLD and Mr. Telfer is currently the Chief Executive Officer of Wheaton. Subject to the approval of the shareholders of IAMGOLD, the expanded board of directors of the combined company will include the eight current Wheaton directors and the eight current IAMGOLD directors.

In addition, the combined company will form a management committee, to be chaired by Mr. Conway and consisting of three representatives of IAMGOLD and three representatives of Wheaton. The three IAMGOLD representatives will be Mr. Conway, Grant Edey, currently Chief Financial Officer of IAMGOLD, and Larry Phillips, currently Vice President, Corporate Affairs and Corporate Secretary of IAMGOLD. The three Wheaton representatives will be Peter Barnes, currently Executive Vice President and Chief Financial Officer of Wheaton, Russell Barwick, currently Executive Vice President of Wheaton, and Eduardo Luna, currently Executive Vice President of Wheaton.

Stock Exchange Listings

The combined company will be domiciled in Canada and will maintain its corporate office in Toronto, Ontario. Subject to regulatory approval, the common shares of IAMGOLD issued in connection with the Combination will trade on the Toronto Stock Exchange and the American Stock Exchange. In addition, subject to regulatory approval, the series “A” share purchase warrants, the series “B” share purchase warrants and the share purchase warrants expiring on May 30, 2007 of Wheaton will continue to be listed on the Toronto Stock Exchange and the series “A” share purchase warrants of Wheaton will continue to be listed on the American Stock Exchange.

Arrangement Agreement

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The terms and conditions of the Arrangement Agreement will be described fully in the joint management information circular to be mailed in early May 2004 to shareholders of IAMGold and Wheaton in connection with the annual and special meetings of shareholders of IAMGold and Wheaton to be held on June 8, 2004.

Mutual Conditions

Pursuant to the terms of the Arrangement Agreement, there are a number of mutual conditions precedent to the completion of the Combination that must be either satisfied or waived, including the following:

(a)	the shareholders of IAMGold shall have approved the issuance of IAMGold common shares pursuant to the Arrangement by a majority of the votes cast thereon;
(b)	the shareholders of Wheaton shall have approved the Arrangement by a vote of 66 2/3% of the votes cast thereon;
(c)	the Superior Court of Justice (Ontario) shall have granted a final order in respect of the Arrangement;
(d)	there not being any law, ruling, order or decree and no action having been taken by any governmental entity or regulatory authority that restrains or prohibits the Arrangement or results or could result in a judgment relating to the Arrangement which is or could have a material adverse effect on IAMGold or Wheaton;
(e)	certain regulatory, third person and other consents and approvals having been obtained;
(f)	holders of no more than 3% of the outstanding common shares of Wheaton shall have dissented in respect of the Arrangement; and
(g)	Wheaton having received a specified opinion of U.S. tax counsel to Wheaton.

Conditions in Favour of IAMGold

The obligation of IAMGold to complete the Combination is subject to the satisfaction or waiver of certain conditions, including the following:

(a) the representations and warranties of Wheaton under the Arrangement Agreement being true and correct, except where failure or breaches of representations and warranties would not either individually or in the aggregate in the reasonable judgment of IAMGold have a material adverse effect on Wheaton;

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(b)	Wheaton having complied in all material respects with its covenants in the Arrangement Agreement; and
(c)	there having been no changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or could have, a material adverse effect on Wheaton.

Conditions in Favour of Wheaton

The obligation of Wheaton to complete the Combination is subject to the satisfaction or waiver of certain conditions, including the following:

(a)	a resolution to increase the maximum number of directors of IAMGold to no less than sixteen and setting the number of IAMGold directors at sixteen and a resolution to elect the current eight directors of Wheaton as directors of IAMGold shall have been approved by IAMGold shareholders, provided that, if any of these approvals are noted obtained, IAMGold shall have increased the IAMGold board of directors to the maximum number permitted by its articles and ensured that, as of the effective date of the Arrangement, 50% in number of the directors of IAMGold are acceptable to Wheaton;
(b)	the representations and warranties of IAMGold under the Arrangement Agreement being true and correct, except where failure or breaches of representations and warranties would not either individually or in the aggregate have a material adverse effect on IAMGold;
(c)	IAMGold having complied in all material respects with its covenants in the Arrangement Agreement;
(d)	there having been no changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or could have, a material adverse effect on IAMGold;
(e)	certain management having been appointed and a management committee consisting of certain named members having been constituted at IAMGold; and
(f)	the shareholders of IAMGold shall have approved the name of IAMGold being changed to “Axiom Gold Corporation” or such other name as IAMGold and Wheaton may mutually agree upon.

Conduct of Business Pending Completion of the Combination

Each of IAMGold and Wheaton has agreed that, other than in connection with certain permitted transactions, until the Combination is completed it shall conduct

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its business only in, and shall not take any action except in, the ordinary course of business, consistent with past practice.

Non-Solicitation

Pursuant to the Arrangement Agreement, IAMGold and Wheaton have agreed that they will not, directly or indirectly, through any officer, director, employee, representative or agent of such party or any of the subsidiaries of such party, or otherwise:

(a)	solicit or initiate any inquiries or proposals regarding any Acquisition Proposal (as defined in the Arrangement Agreement) or potential Acquisition Proposal in respect of the party;
(b)	participate in any discussions or negotiations regarding any Acquisition Proposal or potential Acquisition Proposal in respect of the party;
(c)	withdraw or modify in a manner materially adverse to the other of them the approval of its directors of the Arrangement;
(d)	agree to, approve or recommend any Acquisition Proposal or potential Acquisition Proposal in respect of the party; or
(e)	enter into any agreement related to any Acquisition Proposal or potential Acquisition Proposal in respect of the party.

Notwithstanding the foregoing, nothing prevents or restricts the directors of IAMGOLD or Wheaton, as the case may be, (the “Target Party”) from considering any unsolicited bona fide Acquisition Proposal that may be a Superior Proposal (as defined in the Arrangement Agreement) or from considering, negotiating, approving or recommending to the shareholders thereof or entering into an agreement in respect of a Superior Proposal, in accordance with the terms of the Arrangement Agreement. Each of IAMGOLD and Wheaton must within 48 hours notify the other of them (the “Non-Target Party”) of any Acquisition Proposal which any director or officer thereof receives, any amendment to any of the foregoing or any request for non-public information relating thereto and must provide certain information to the other of them regarding such Acquisition Proposal.

Superior Proposals

Pursuant to the Arrangement Agreement, until the later of the Completion Deadline (as defined in the Arrangement Agreement to mean the date by which the Arrangement is completed, which date shall be the later of July 1, 2004 and a date not to be later than July 29, 2004) and the date on which any amount required to be paid by the Target Party pursuant to the Arrangement Agreement has actually been received by the Non-Target Party, neither the Target Party nor

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the directors thereof can accept, approve, recommend or enter into any agreement in respect of an Acquisition Proposal on the basis that it would constitute a Superior Proposal, unless (a) the Target Party has provided the Non-Target Party with a copy of the documents containing such Superior Proposal (with certain permitted deletions), and (b) five business days have elapsed from the later of the date on which the Non-Target Party received notice of the determination of the directors of the Target Party to accept, approve, recommend or enter into an agreement in respect of such Acquisition Proposal and the date on which the Non-Target Party received a copy of such Acquisition Proposal, and the Non-Target Party has not within such five business day period agreed to at least match the value per common share of the Target Party of such Superior Proposal determined in each case as of such later date by the directors of the Target Party in good faith.

Right to Terminate and Termination Fees

The Arrangement Agreement may be terminated at any time prior to the closing date in respect of the Arrangement:

(a)	by the mutual consent of the parties;
(b)	by either party if:

(i)	a mutual condition or a condition in its favour is not satisfied; or
(ii)	the effective date of the Arrangement is not on or before the Completion Deadline;

(c) by IAMGold if:

(i)	there is a Superior Proposal in respect of Wheaton and the directors of Wheaton withdraw or modify in a manner adverse to IAMGold their approval or recommendation of the Arrangement, or accept, approve or recommend, or enter into an agreement in respect of, any Superior Proposal;
(ii)	the IAMGold shareholders’ meeting is held and completed and the IAMGold shareholders do not approve the issuance of IAMGold common shares pursuant to the Arrangement;
(iii)	the Wheaton shareholders’ meeting is held and completed and the Wheaton shareholders do not approve the Arrangement; or
(iv)	it determines that an Acquisition Proposal in respect of IAMGold constitutes a Superior Proposal; or

(d) by Wheaton if:

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(i)	there is a Superior Proposal in respect of IAMGold and the directors of IAMGold withdraw or modify in a manner adverse to Wheaton their approval of the Arrangement or accept, approve or recommend, or enter into an agreement in respect of, any Superior Proposal;
(ii)	the Wheaton shareholders’ meeting is held and completed and the Wheaton shareholders do not approve the Arrangement;
(iii)	the IAMGold shareholders’ meeting is held and completed and the IAMGold shareholders do not approve the resolution to increase the number of directors of IAMGold to no less than sixteen and setting the number of IAMGold directors at sixteen and change IAMGold’s name to Axiom Gold Corporation; or
(iv)	it determines that an Acquisition Proposal in respect of Wheaton constitutes a Superior Proposal.

If either IAMGold or Wheaton terminates the Arrangement Agreement in connection with a Superior Proposal or the failure of the other of them to take certain actions in connection with the Wheaton shareholders’ meeting and the IAMGold shareholders’ meeting, respectively, (each, a “Triggering Event”), then either IAMGold or Wheaton, as the case may be, shall pay the other an amount in cash equal to 3% of the market capitalization of the party participating in the Triggering Event determined as of the close of business on the last business day prior to the date on which the Triggering Event occurred in immediately available funds. Such payment shall be made within five business days following termination of the Arrangement Agreement. In addition, if an Acquisition Proposal is made to the IAMGold or Wheaton shareholders generally or made known to the IAMGold or Wheaton shareholders generally, is not withdrawn by the time of the IAMGold shareholders’ meeting or the Wheaton shareholders’ meeting and the IAMGold or Wheaton shareholders, as the case may be, do not approve the Arrangement, then the foregoing payment is also payable if IAMGold or Wheaton, as the case may be, completes the Acquisition Proposal within nine months of the termination of the Arrangement Agreement.

CAUTIONARY NOTE TO INVESTORS CONCERNING ESTIMATES OF MEASURED, INDICATED AND INFERRED RESOURCES

This material change report uses the terms “measured”, “indicated” and “inferred” resources to describe some of the estimated mineral resources of IAMGold and Wheaton. Investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. There is considerable uncertainty as to whether “inferred resources” exist and as to their economic feasibility. Under Canadian rules, estimates of inferred resources may not form the basis of

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feasibility or other economic studies. Investors are cautioned not to assume that all or any measured or indicated resources will ever be converted into reserves. Investors are also cautioned not to assume that all or any part of an inferred mineral resource exists or can be profitably mined.

6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 6th day of May, 2004.

Per:                “Peter Barnes” Peter Barnes
Executive Vice President and
Chief Financial Officer

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EX-99.11

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2.	Date of Material Change
	May 28 and 31, 2004
3.	News Releases
	News releases with respect to the material change referred to in this report were issued through newswire services on May 28 and 31, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	On May 28, 2004, Wheaton announced that it had received an unsolicited proposal from Coeur d’Alene Mines Corporation (“Coeur”) to acquire all of the outstanding shares of Wheaton.
	On May 31, 2004, the board of directors of Wheaton (the “Wheaton Board”) announced that, after careful consideration and consultation with its external financial and legal advisors, Wheaton will not be pursuing the proposal delivered to it by Coeur on May 27, 2004.
5.	Full Description of Material Change
	On May 28, 2004, Wheaton announced that it had received an unsolicited proposal from Coeur to acquire all of the outstanding shares of Wheaton. Full details of the proposal received from Coeur can be obtained from Coeur’s press release issued on May 27, 2004 and filed on EDGAR.
	On May 31, 2004, the Wheaton Board announced that, after careful consideration and consultation with its external financial and legal advisors, Wheaton will not be pursuing the proposal delivered to it by Coeur on May 27, 2004 for the following reasons:

• The combination with IAMGold Corporation (“IAMGold”) continues to offer the best prospects for long term value.

• Coeur has a history of losses and negative operating cash flow.

• The Coeur proposal is dilutive to cash flow, earnings and net asset value per share.

• The Coeur proposal will not achieve Wheaton’s desired outcome of increasing Wheaton’s gold content and will threaten Coeur’s silver premium.

• The Coeur proposal will take significantly longer to complete than the IAMGold combination and involves greater transaction risks.

• The Coeur proposal does not constitute a “Superior Proposal” under the Arrangement Agreement with IAMGold.

The Wheaton Board also announced that the shareholders meeting to approve the business combination with IAMGold will proceed as scheduled on June 8, 2004 and unanimously confirmed its recommendation that Wheaton shareholders vote in favour of the business combination with IAMGold. Wheaton also understands that the board of directors of IAMGold has determined not to pursue the highly conditional offer received from Golden Star Resources Ltd. and that IAMGold’s board will be confirming its recommendation that IAMGold shareholders vote in favour of the Wheaton/IAMGold combination.

Wheaton believes that its shareholders should continue to have the right to consider and vote upon the IAMGold business combination at Wheaton’s shareholder meeting on June 8, 2004.

The combination with IAMGold continues to offer the best prospects for long term value.

The Wheaton Board believes that the IAMGold business combination continues to offer the best prospects for long-term value. The Wheaton Board believes that the IAMGold business combination affords Wheaton shareholders a superior opportunity to participate in a leading low cost gold producer, which is well positioned for internal growth and has the financial strength and flexibility to take advantage of consolidation and acquisition opportunities. The Wheaton Board does not believe that the Coeur proposal creates the same strategic benefits for Wheaton or its shareholders.

Coeur has a history of losses and negative operating cash flow.

Coeur has incurred losses in each of the past five years and has publicly stated that its earnings are not sufficient to cover its fixed charges. In the last 33 quarters, from March 31, 1996 to March 31, 2004, Coeur had a total of US$572 million in accumulated losses. In contrast, Wheaton accumulated US$95 million

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in earnings and is earnings positive during the last nine consecutive quarters. Further, Coeur has had negative operating cash flow in each of the past three years, notwithstanding rising precious metal prices during that period. In contrast, Wheaton’s cash flow and earnings have been extremely robust, reflecting its ability to extract full value from rising precious metal prices. Similar to Wheaton, IAMGold has a history of positive earnings and the IAMGold transaction is a more attractive fit in terms of earnings consistency.

The Coeur proposal is dilutive to cash flow, earnings and net asset value per share.

On all key metrics including net asset value, cash flow and earnings per share the Coeur proposal would be extremely dilutive to Wheaton and its shareholders.

The Coeur proposal will not achieve Wheaton’s desired outcome of increasing Wheaton’s gold content and will threaten Coeur’s silver premium.

Wheaton believes that a merged Coeur/Wheaton will not enjoy the current silver premium multiple applied to Coeur as it is a predominately silver company. If Coeur does not continue to trade at silver company NAV multiples, the value of the share consideration in Coeur’s proposal to Wheaton shareholders will likely decrease.

The Coeur proposal will take significantly longer to complete than the IAMGold combination and involves greater transaction risks.

Wheaton believes that Coeur’s estimated closing date of September 30, 2004 is aggressive and is more likely to take significantly longer to complete. The combination with IAMGold is scheduled to be completed on or about June 15, 2004.

The Coeur proposal does not constitute a “Superior Proposal” under the Arrangement Agreement with IAMGold.

Under the Arrangement Agreement, neither Wheaton nor IAMGold is permitted to negotiate in respect of a competing proposal unless the proposal constitutes a “Superior Proposal”. In the case of Wheaton, the Coeur proposal would have to deliver value to the Wheaton shareholders of Cdn$5.40 or greater in order for it to constitute a Superior Proposal. The Coeur proposal does not do so. The threshold for a competing proposal was set at this level in recognition of the fact that the combination with IAMGold is being undertaken for strategic reasons.

Summary of the Wheaton/IAMGold Business Combination

IAMGold and Wheaton announced a business combination to be completed by way of a Plan of Arrangement whereby each Wheaton common share will be exchanged for 0.55 of an IAMGold common share. All outstanding warrants of

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Wheaton will be exercisable on similar share exchange terms as offered by IAMGold for Wheaton’s common shares (for example 100 Wheaton warrants with a Cdn$1.65 strike price expiring on May 30, 2007 would be exercisable for 55 IAMGold common shares with a Cdn$3.00 strike price expiring on May 30, 2007). The common shares of the new company will continue to trade on the Toronto Stock Exchange and the American Stock Exchange. The new company is to be named AXIOM Gold Corporation (“AXIOM”). Shareholders of each company will be asked to approve the proposed business combination between IAMGold and Wheaton at shareholder meetings to be held on June 8, 2004 commencing at 11:00 a.m. EST at the Design Exchange, Toronto, Ontario, Canada.

The new company was created based on the ‘axiom’ (a statement universally accepted as true) that for a business to deliver long-term sustainable benefits to its stakeholders, including its shareholders and the communities in which it works, it must generate strong and sustainable cash flow. AXIOM will be unique among its gold mining industry peers in its ability to deliver on this objective, a result of: (i) its compelling balance of consistent, strong cash flow derived from its attractive, geographically and politically diverse operating interests in seven gold mines located in the Americas, West Africa and Australia; (ii) the potential of its two near-term development projects; (iii) its portfolio of exploration properties and joint ventures; and (iv) its strong balance sheet, cash position and cash flow generating potential that enables it to continue to grow by investing in a balance of acquisitions of gold mining and/or development companies or assets, project development and exploration.

AXIOM’S forecast, annualized 2004 production will be 1.0 million gold equivalent ounces, plus exposure to copper production. Three mines, including the Sadiola mine in Mali, Tarkwa mine in Ghana and the Bajo de la Alumbrera mine in Argentina are world-class with respect to annual production rates, cash operating costs and reserves and resources and are operated by some of the most respected companies and management teams in the industry and are coupled by AXIOM’S strong and consistent, solely owned and operated Luismin mines in Mexico and the Peak mine in Australia. The combined company’s forecast 2004 gold equivalent cash operating costs are estimated to total less than US$100 per ounce. AXIOM will have proven and probable reserves of 9.0 million ounces plus additional measured and indicated resources of 4.4 million ounces and inferred resources of 10.5 million ounces. The new company will have strong operating cash flow and excellent financial flexibility with US$300 million in cash and gold bullion.

AXIOM will have an attractive balance of immediate and near-term production growth through the development of the Amapari project in Brazil, the Los Filos project in Mexico and expansion of the Tarkwa mine in Ghana. These projects are expected to add over 300,000 ounces of annual gold production in 2006 at low cash operating costs. In addition, AXIOM will have a large portfolio of exploration projects in the Americas and West Africa.

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6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 3rd day of June, 2004.

Per:  
Peter Barnes
Executive Vice President and
Chief Financial Officer

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EX-99.12

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2.	Date of Material Change
	June 3 and 7, 2004
3.	News Releases
	News releases with respect to the material change referred to in this report were issued through newswire services on June 3 and 7, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	On June 3, 2003, Wheaton announced that it received a further unsolicited proposal from Coeur d’Alene Mines Corporation (“Coeur”) to acquire all of the outstanding shares of Wheaton.
	On June 7, 2004, the Board of Directors of Wheaton announced that, after careful consideration and consultation with its external financial and legal advisors, Wheaton will not be pursuing the revised proposal delivered to it by Coeur on June 3, 2004 and will proceed to permit its shareholders to vote on the business combination with IAMGold Corporation (“IAMGold”) on June 8, 2004. The Board reconfirms its recommendation that shareholders vote in favour of the IAMGold business combination.
5.	Full Description of Material Change
	On June 3, 2003, Wheaton announced that it received a further unsolicited proposal from Coeur to acquire all of the outstanding shares of Wheaton.
	On June 7, 2004, the Board of Directors of Wheaton announced that, after careful consideration and consultation with its external financial and legal advisors, Wheaton will not be pursuing the revised proposal delivered to it by Coeur on June 3, 2004 and will proceed to permit its shareholders to vote on the business combination with IAMGold on June 8, 2004. The Board reconfirms its

recommendation that shareholders vote in favour of the IAMGold business combination.

In making this determination, the Board of Wheaton considered the following factors:

•	The revised proposal does not significantly increase the value of the offer to Wheaton shareholders due to the erosion of Coeur’s share price.
	The value of this share exchange ratio is Cdn$4.40 per Wheaton share based on the closing price of the Coeur shares on June 3, 2004 (the date of the announcement of the revised proposal), being less than the original Coeur proposal of Cdn$4.50 per share.

•	Interest and principal payments on the subordinated notes will be funded from Wheaton’s future cash flow and impair growth.
	Wheaton believes that its growth strategy could be impaired by the issue of up to Cdn$285 million principal amount of 9% subordinated notes. Coeur/Wheaton would be responsible for repaying the principal in seven years and would be obligated to pay Cdn$26 million annually in interest payments during the term of the notes. This obligation would encumber the merged company’s balance sheet and reduce Wheaton’s ability to pursue growth opportunities.
	The Board of Wheaton also reiterates its reasons for determining not to pursue the original proposal made by Coeur on May 27, 2004:

• The combination with IAMGold continues to offer the best prospects for long term value.

• Coeur has a history of losses and negative operating cash flow.

• The Coeur proposal will not achieve Wheaton’s desired outcome of increasing Wheaton’s gold content and will threaten Coeur’s silver premium.

• The revised Coeur proposal would be dilative to Wheaton and its shareholders on a net asset value, cash flow and earning per share basis.

• The Coeur proposal will take significantly longer to complete than the IAMGold combination and involves greater transaction risks.

• The Coeur proposal does not constitute a “Superior Proposal” under the Arrangement Agreement with IAMGold.

Proxy Voting Procedures

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	The cut-off time for the deposit of proxies for the shareholders meeting on Tuesday, June 8, 2004 was 11:00 am (Toronto time) on Friday, June 4, 2004. Registered shareholders of Wheaton who have submitted proxies and wish to revoke their proxies should follow the procedures set forth in the joint management information circular dated April 30, 2004 of Wheaton and IAMGold. Non-registered shareholders of Wheaton who wish to revoke voting instructions previously delivered to brokers or other intermediaries through which their Wheaton shares are held should contact their brokers or other intermediaries.
6.	Reliance on Subsection 7.1(2) or (3) of National instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 7th day of June, 2004.

Per: “Ian W. Telfer” Ian W. Telfer
Chairman and Chief Executive Officer

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EX-99.13

FORMZ 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2.	Date of Material Change
	June 8, 11 and 16, 2004
3.	News Releases
	News releases with respect to the material change referred to in this report were issued through newswire services on June 8, 11 and 16, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	On June 8, 2004, Wheaton announced that its shareholders approved the business combination with IAMGold Corporation (“IAMGold”) at Wheaton’s annual and special meeting of shareholders held on June 8, 2004. More than 79% of Wheaton shareholders present in person or by proxy at the meeting voted to approve the plan of arrangement with IAMGold.
	On June 11, 2004, Wheaton announced that it will hold a further vote of its shareholders to approve the business combination with IAMGold on July 6, 2004. At the request of Wheaton, the holding and conduct of the additional vote has been approved by the Ontario Superior Court of Justice.
	On June 16, 2004, Wheaton announced that it has received a written request from Coeur d’Alene Mines Corporation (“CDE”) for a list of Wheaton’s shareholders. Wheaton is required to provide the list to CDE within 10 days. CDE is permitted to use the list for certain specified purposes, including in connection with an offer to acquire the shares of Wheaton.
	On June 16, 2004, Wheaton also announced that its Board of Directors has appointed a Special Committee of the Board comprised of three independent directors, Douglas Holtby, as Chair, Larry Bell and Ian McDonald. The Special Committee is to review and consider the IAMGold combination, the unsolicited proposal made to Wheaton by CDE, and any further proposals made to Wheaton

	or its shareholders by third parties and make recommendations to the Board. The Special Committee is authorized to engage financial, legal and other advisors to assist it.
5.	Full Description of Material Change
	Results of June 8th Meeting
	On June 8, 2004, Wheaton announced that its shareholders approved the business combination with IAMGold at Wheaton’s annual and special meeting of shareholders held on June 8, 2004. More than 79% of Wheaton shareholders present in person or by proxy at the meeting voted to approve the plan of arrangement with IAMGold.
	Additional Vote on Arrangement Resolution
	On June 11, 2004, Wheaton announced that it will hold a further vote of its shareholders to approve the business combination with IAMGold on July 6, 2004. At the request of Wheaton, the holding and conduct of the additional vote has been approved by the Ontario Superior Court of Justice.
	Proxy and Voting Procedures for July 6th Meeting
	Wheaton shareholders as at the close of business on April 28, 2004 will be entitled to vote at the July 6, 2004 meeting. In accordance with the provisions of the Business Corporations Act (Ontario), shareholders who purchased shares after April 28 may request (until June 25) that they be entitled to vote at the meeting.
	Proxies relating to the special resolution to approve the plan of arrangement with IAMGold which were deposited prior to or at the annual and special meeting of shareholders of Wheaton held on June 8, 2004, including proxies deposited after the prior proxy cut-off of 11:00 am on June 4, 2004, will be valid for the purposes of the July 6, 2004 vote unless revoked.
	A new form of proxy will be sent to shareholders of record as of April 28, 2004. In order to be valid, a proxy must be received by the Secretary of Wheaton c/o CIBC Mellon Trust Company, Suite 1600, 1066 West Hastings Street, Vancouver British Columbia V6E 3X1, no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the new meeting.

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	Registered shareholders of Wheaton who have submitted proxies and wish to revoke their proxies should follow the procedures set forth in the joint management information circular dated April 30, 2004 of Wheaton and IAMGold. Non-registered shareholders of Wheaton who wish to revoke voting instructions previously delivered to brokers or other intermediaries through which their Wheaton shares are held should contact their brokers or other intermediaries.
	Request for Shareholder List
	On June 16, 2004, Wheaton announced that it has received a written request from CDE for a list of Wheaton’s shareholders. Wheaton is required to provide the list to CDE within 10 days. CDE is permitted to use the list for certain specified purposes, including in connection with an offer to acquire the shares of Wheaton.
	Appointment of Special Committee of the Board
	On June 16, 2004, Wheaton also announced that its Board of Directors has appointed a Special Committee of the Board comprised of three independent directors, Douglas Holtby, as Chair, Larry Bell and Ian McDonald. The Special Committee is to review and consider the IAMGold combination, the unsolicited proposal made to Wheaton by CDE, and any further proposals made to Wheaton or its shareholders by third parties and make recommendations to the Board. The Special Committee is authorized to engage financial, legal and other advisors to assist it.
6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 18th day of June, 2004.

Per: /s/Peter Barnes
Peter Barnes
Executive Vice President and
Chief Financial Officer

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EX-99.14

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2.	Date of Material Change
	June 23, 2004
3.	News Releases
	A news release with respect to the material change referred to in this report was issued through newswire services on June 23, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	On June 23, 2004, Wheaton announced that the board of directors of Wheaton (the “Board”) rejected the latest unsolicited proposals from Coeur d’Alene Mines Corporation (“Coeur”), as announced on June 21 and June 23, 2004. The Board also reconfirmed its recommendation that shareholders vote in favour of the business combination involving Wheaton and IAMGold Corporation (“IAMGold”) at the meeting of Wheaton shareholders on July 6, 2004.
5.	Full Description of Material Change
	Wheaton announced that the Board rejected the latest unsolicited proposals from Coeur, as announced on June 21 and June 23, 2004, and reconfirmed its recommendation that shareholders vote in favour of the IAMGold business combination on July 6, 2004.
	The Board decision followed receipt of a recommendation of the Special Committee of the Board. The Special Committee of the Board is comprised of Douglas Holtby, as Chair, Larry Bell and Ian McDonald, each of whom is independent of Wheaton management.
	The Special Committee:

• concluded that the transaction with IAMGold is more advantageous to the shareholders of Wheaton than the proposal from Coeur; and

• recommended that the Board reaffirm its recommendation to the Wheaton shareholders that they vote in favour of the resolution to approve the IAMGold combination at the meeting of Wheaton shareholders on July 6, 2004.

The Special Committee engaged Orion Securities (“Orion”) as its independent financial advisors. Orion advised the Special Committee that the IAMGold combination is financially more advantageous to the shareholder of Wheaton than the latest Coeur proposal.

Further, the Special Committee noted that:

• Coeur has a history of losses and negative operating cash flow, and has embarked on a risky financial strategy;

• the Coeur proposal continues to be dilutive to Wheaton and its shareholders on a net asset value, cash flow and earnings per share basis;

• the Coeur assets have not been subject to due diligence and there appears to be significant risks associated with the development of certain of Coeur’s properties, especially the San Bartolome mine in Bolivia;

• the Coeur proposal would result in a highly leveraged company, presenting increased financial risk and a riskier capital structure than its peer group of companies;

• any market premium offered by Coeur could be eroded as the valuation of the combined company trends towards the lower multiples of net asset value accorded, in general, to peer group gold companies.

In addition to the recommendation of the Special Committee, the Board considered the following factors:

• CIBC World Markets, one of Coeur’s financial advisors, stated in its May 6, 2004 report that Coeur’s San Bartolome development project in Bolivia is not economic;

• the Coeur proposal will not achieve Wheaton’s desired outcome of significantly increasing Wheaton’s gold content;

• the Coeur proposal will take significantly longer to complete than the IAMGold business combination and involves greater transaction risks;

• the Coeur proposal does not constitute a “Superior Proposal” under the Arrangement Agreement with IAMGold; and

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• the business combination with IAMGold continues to offer the best prospects for long-term value.

The Coeur Proposals

On June 21, 2004, Coeur announced its most recent proposal. On June 23, 2004, Coeur announced that it intended to commence a tender offer to acquire all of the outstanding common shares of Wheaton, based upon the June 21, 2004 proposal.

Pursuant to the proposals, Coeur has announced that it intends to offer, through a wholly-owned subsidiary, to purchase or exchange all outstanding Wheaton common shares for cash or stock.

Under the terms of Coeur’s proposals, Wheaton shareholders would elect to receive either:

• 0.731 shares of Coeur common stock or 0.731 exchangeable shares of a Canadian subsidiary of Coeur, for each Wheaton common share tendered; or

• Cdn$5.00 per Wheaton common share in cash, subject to the maximum aggregate cash consideration discussed below.

The maximum aggregate cash consideration that Coeur will pay to Wheaton shareholders under Coeur’s proposal is Cdn$570 million (assuming that all outstanding shares are tendered to the offer). Elections to receive cash will be subject to proration if Wheaton shareholders request in the aggregate to receive more than Cdn$570 million, as adjusted based upon the number of Wheaton common shares tendered to the Coeur offer. Based on the number of outstanding common shares of Wheaton on May 27, 2004, if all Wheaton shareholders elect to receive all cash for their Wheaton common shares, shareholders will receive Cdn$1.00 in cash per Wheaton common share and 0.577 shares of Coeur common stock or 0.577 exchangeable shares of a Canadian subsidiary Coeur.

In its press release dated June 23, 2004, Coeur stated that it currently contemplates that its proposed transaction would include a new parent holding company to be formed by Coeur. All of the existing shares of Coeur would be converted into a like number of shares of the new holding company. It would be the new holding company that issues shares in connection with a transaction with Wheaton. Accordingly, the description of the issuance of Coeur common stock under Coeur’s proposal refers to the issuance of a like number of shares of the new Coeur holding company.

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	According to its press release of June 23, 2004, Coeur also contemplates allowing Wheaton warrant and option holders to receive an equivalent value of Coeur warrants and options based on the exchange ratio.
	In its June 23, 2004 press release, Coeur stated that its proposal is conditional upon, among other things: (i) the tendering of at least two-thirds of all issued and outstanding Wheaton common shares (on a fully diluted basis); (ii) lawful termination of the amended and restated Wheaton River-IAMGold arrangement agreement dated April 23, 2004; (iii) the approval by Coeur shareholders of certain terms of the transaction, including an amendment to Coeur’s certificate of incorporation to increase Coeur’s authorized capital, the holding company structure and the issuance of shares of Coeur common stock in the transactions; (iv) receipt of all necessary regulatory approvals; (v) the absence of any Wheaton material adverse change; and (vi) other customary conditions.
6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 1st day of July, 2004.

Per: “Ian W. Telfer” Ian W. Telfer
Chairman and Chief Executive Officer

-4-

EX-99.15

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2.	Date of Material Change
	July 6, 2004
3.	News Releases
	A news release with respect to the material change referred to in this report was issued through newswire services on July 6, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	On July 6, 2004, Wheaton announced that IAMGold Corporation (“IAMGold”) did not receive the required shareholder approval for the proposed business combination with Wheaton at the IAMGold shareholders’ meeting held on July 6, 2004. As a result of this outcome, the Arrangement Agreement between Wheaton and IAMGold was terminated by Wheaton and Wheaton adjourned the meeting of its shareholders scheduled for July 6, 2004.
5.	Full Description of Material Change
	On July 6, 2004, Wheaton announced that IAMGold did not receive the required shareholder approval for the proposed business combination with Wheaton at the IAMGold shareholders’ meeting held on July 6, 2004. As a result of this outcome, the Arrangement Agreement between Wheaton and IAMGold was terminated by Wheaton and Wheaton adjourned the re-convened meeting of its shareholders scheduled for July 6, 2004.
	Pursuant to the terms of the Arrangement Agreement (which terms remain in effect notwithstanding the termination of the Arrangement Agreement), IAMGold is required to pay to Wheaton an amount equal to 3% of IAMGold’s market capitalization, calculated in accordance with the Arrangement Agreement, in the event that Golden Star Resources Ltd. (“Golden Star”) completes its previously announced take-over bid for the shares of IAMGold on or before April 7, 2005. In such case, the termination fee will be payable within five business days of the

	completion of the take-over bid by Golden Star for IAMGold. The amount of the termination fee is approximately Cdn$33 million.
6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 13th day of July, 2004.

Per: “Ian W. Telfer” Ian W. Telfer
Chairman and Chief Executive Officer

 -2- 

	NEWS RELEASE
	WHEATON RIVER MINERALS LTD.
	Waterfront Centre, Suite 1560, 200 Burrard Street, Vancouver, B.C. V6C 3L6
	Ph: (604) 696-3000 Fax (604) 696-3001

FOR IMMEDIATE RELEASE	Toronto Stock Exchange: WRM
July 6, 2004	American Stock Exchange: WHT

WHEATON ANNOUNCES IAMGOLD COMBINATION
WILL NOT PROCEED

Wheaton River Minerals Ltd. (“Wheaton”) announces that IAMGold Corporation (“IAMGold”) did not receive the required shareholder approval for the proposed business combination with Wheaton at the IAMGold shareholders’ meeting held today. As a result of this outcome, the Arrangement Agreement between Wheaton and IAMGold has been terminated and Wheaton has adjourned the meeting of its shareholders scheduled for today.

Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information presented constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, including but not limited to those with respect to the price of gold, silver and copper, the timing and amount of estimated future production, costs of production, reserve determination and reserve conversion rates involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Wheaton River to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks related to the integration of acquisitions, risks related to international operations, risks related to joint venture operations, the actual results of current exploration activities, actual results of current reclamation activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of gold, silver and copper, as well as those factors discussed in the section entitled “Risk Factors” in the Form 40-F as on file with the Securities and Exchange Commission in Washington, D.C. Although Wheaton River has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

For further information please contact Wheaton River Minerals Ltd. Investor Relations at 1-800-567-6223 or email at ir@wheatonriver. com or visit www. wheatonriver. com.

EX-99.16

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2.	Date of Material Change
	July 14, 2004
3.	News Release
	A news release with respect to the material change referred to in this report was issued through newswire services on July 14, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	Wheaton River Minerals Ltd. (“Wheaton”) announced that Coeur d’Alene Mines Corporation (“Coeur”) has not yet made a formal offer to Canadian shareholders of Wheaton. Although Coeur has filed a registration statement in the United States relating to an offer to US shareholders of Wheaton, Coeur has not filed a take-over bid circular with applicable Canadian securities regulatory authorities and so is not in a position to make a legal offer to Wheaton’s Canadian shareholders.
5.	Full Description of Material Change
	Wheaton River announced that Coeur has not yet made a formal offer to Canadian shareholders of Wheaton. Although Coeur has filed a registration statement in the United States relating to an offer to US shareholders of Wheaton, Coeur has not filed a take-over bid circular with applicable Canadian securities regulatory authorities and so is not in a position to make a legal offer to Wheaton’s Canadian shareholders.
	As previously announced, the Board of Directors of Wheaton has appointed a Special Committee of directors who are independent of Wheaton management. The Committee will consider the Coeur offer and make recommendations to the full Board. The Special Committee has engaged Orion Securities Inc. to act as its financial advisers.

	Wheaton encourages its shareholders not to deposit any common shares of Wheaton to the Coeur offer and not to take any other action concerning the offer until shareholders have received further communications from the Board of Directors of Wheaton.
	After receiving the report and recommendations of the Special Committee, the Board will issue a Directors’ Circular concerning the Coeur offer. The Directors’ Circular will contain important information including the Special Committee’s views concerning the Coeur offer and the Board’s recommendation as to whether Wheaton shareholders should accept or reject the Coeur offer.
	Wheaton also announced that Frank Giustra and Neil Woodyer will step down as directors of Wheaton effective immediately, but will continue in their advisory role through the company’s relationship with Endeavour Financial. The Board of Wheaton is now comprised of Larry Bell, Douglas Holtby, Eduardo Luna, Antonio Madero, Ian McDonald and Ian Telfer.
6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 23rd day of July, 2004.

Per:	/s/ Ian W. Telfer
	Ian W. Telfer Chairman and Chief Executive Officer

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EX-99.17

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2. 3.	Date of Material Change July 14, 2004 News Release
	A news release with respect to the material change referred to in this report was issued through newswire services on July 14, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	Wheaton and Chap Mercantile Inc. (“Chap” or “Silver Wheaton”) announced that Chap has agreed to purchase 100% of the silver produced by Wheaton’s Luismin mining operations in Mexico for an upfront payment of Cdn$262 million payable in cash and Chap common shares plus a per ounce payment of US$3.90 per ounce, subject to adjustment (the “Silver Transaction”). In connection with the Silver Transaction, Chap will change its name to Silver Wheaton Corporation.
	The Silver Transaction has been under consideration by Wheaton since early 2004 and was delayed so that Wheaton could focus on the proposed business combination with IAMGold Corporation (“IAMGold”). In the event that Coeur d’Alene Mines Corporation (“Coeur”) completes its previously announced offer to acquire Wheaton common shares on August 27, 2004, Wheaton and Luismin S.A. de C.V. (“Luismin”) will have the option not to proceed with the Silver Transaction.
	In connection with the Silver Transaction, Silver Wheaton intends to complete a minimum Cdn$30 million and maximum Cdn$50 million equity financing.
5.	Full Description of Material Change
	Wheaton and Chap, a TSX-Venture listed company with approximately 8.7 million issued and outstanding common shares, announced that Chap has

agreed to purchase 100% of the silver produced by Wheaton’s Luismin mining operations in Mexico for an upfront payment of Cdn$262 million payable in cash and Chap common shares plus a per ounce payment of US$3.90 per ounce, subject to adjustment. In connection with the Silver Transaction, Chap will change its name to Silver Wheaton Corporation.

The Silver Transaction has been under consideration by Wheaton since early 2004 and was delayed so that Wheaton could focus on the proposed business combination with IAMGold. In the event that Coeur completes its previously announced offer to acquire Wheaton common shares on August 27, 2004, Wheaton and Luismin will have the option not to proceed with the Silver Transaction.

In connection with the Silver Transaction, Silver Wheaton intends to complete a minimum Cdn$30 million and maximum Cdn$50 million equity financing.

Upon completion of the transactions, Silver Wheaton will be the only silver mining company with 100% of its cash flow from silver production and will be well positioned to grow as a silver exploration, development and mining company through asset acquisitions, exploration or corporate transactions.

Luismin Mining Operations

Luismin, a wholly-owned subsidiary of Wheaton, sold 1,612,900 ounces of silver for the three months ended March 31, 2004, 6,054,200 ounces of silver for the year ended December 31, 2003 and expects to increase its silver production to more than 8 million ounces by 2006. Luismin’s principal silver mining operations in Mexico are comprised of several mines in the San Dimas district, on the borderline of the states of Durango and Sinaloa and the San Martin mine in the State of Querétaro. For further details, please see the annual information form of Wheaton for the year ended December 31, 2003 and Wheaton’s Management’s Discussion and Analysis of Results of Operations and Financial Condition for the Three Months Ended March 31, 2004 available at www.sedar.com.

$30-$50 Million Chap Equity Financing

Chap has engaged GMP Securities Ltd. as lead agent to sell, on a best efforts basis, by way of private placement, a minimum of 75 million and a maximum of 125 million subscription receipts at a price of Cdn$0.40 per subscription receipt for gross proceeds of a minimum of Cdn$30 million and a maximum of Cdn$50 million (the “Silver Wheaton Financing”).

Each subscription receipt will entitle the holder to acquire one common share and one-half of one common share purchase warrant of Silver Wheaton, without payment of additional consideration. Each whole warrant will be exercisable for one common share at a price of Cdn$0.80 for a period of five years after the closing date.

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The net proceeds from the private placement will be used to fund the cash portion of the purchase price of the acquisition of 100% of silver produced at Luismin’s mining operations in Mexico. The proceeds will be held in escrow pending the completion of the Silver Transaction and the receipt of all required approvals and consents to complete the transactions described herein.

Completion of the private placement is subject to receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange. It is anticipated that closing of the private placement will occur on or about August 5, 2004.

Silver Transaction Terms

Purchase Price

In furtherance of the Silver Transaction, Wheaton, Luismin and Silver Wheaton will enter into a number of agreements pursuant to which Silver Wheaton will purchase 100% of the silver produced by Luismin’s mining operations in Mexico for (a) an upfront payment of Cdn$262 million in cash and Chap shares, (b) a per ounce payment at a price equal to the lesser of (i) US$3.90 per ounce (subject to a consumer price adjustment after three years) and (ii) the then prevailing market price per ounce of silver and (c) an amount equal to the Silver Wheaton Share of Capital Expenditures referred to below under “Expansion Capital Expenditures”. The Cdn$262 million payment will be satisfied by the payment of a cash amount equal to the net proceeds of the Silver Wheaton Financing less Cdn$1 million and the balance in Silver Wheaton common shares. Assuming completion of a Cdn$50 million equity financing by Silver Wheaton, the consideration will be satisfied by the payment of Cdn$46 million in cash and 540 million Silver Wheaton common shares valued at Cdn$0.40 per share.

Rights to Participate in Advanced Projects

If Silver Wheaton or Wheaton acquires a direct or indirect interest in a precious metal exploration or development property situated anywhere in Mexico, which it does not currently, directly or indirectly, own an interest in, and should such interest either be, or become, the subject of a positive feasibility study or consist of active mining operations within a period of three years from the date of the term sheet, then the owner of the interest will offer the other party the opportunity to purchase and participate in the project by, in the case of a project being offered by Wheaton to Silver Wheaton, the payment of 49% of the total acquisition and exploration costs incurred by Wheaton or any of its subsidiaries to that date (together with a commitment to continue to fund 49% of the expenditures incurred subject to an agreed upon dilution formula) and, in the case of a project being offered by Silver Wheaton to Wheaton, the payment of 51% of the total acquisition and exploration costs incurred by Silver Wheaton or any of its subsidiaries to that date (together with a commitment to continue to fund 51% of the expenditures incurred subject to an agreed upon dilution

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formula). In the event that any such project or interest is offered by Silver Wheaton to Wheaton, Wheaton shall, upon payment of the appropriate amount to Silver Wheaton be entitled to become operator of the project.

Pre-Emptive Right

For a period of three years, Wheaton (through a special purpose offshore subsidiary of Wheaton) will, so long as it owns, directly or indirectly at least 20% of the outstanding Silver Wheaton common shares, have the right to maintain its pro-rata interest in Silver Wheaton should Silver Wheaton issue any additional Silver Wheaton shares pursuant to an equity financing or otherwise.

Luismin Silver Purchase Agreement

Wheaton will incorporate a special purpose offshore subsidiary (“Wheaton Subco”) which will enter into an agreement (the “Luismin Silver Purchase Agreement”) with Luismin to purchase 100% of all silver produced by Luismin from its existing Mexican mining operations (including all silver produced from the Los Filos property currently being developed by Luismin) at a price not to exceed the then prevailing market price per ounce of silver.

Any amendment to the Luismin Silver Purchase Agreement will be subject to the prior written consent of Silver Wheaton Subco.

Wheaton will guarantee the performance of Wheaton Subco under both the Luismin Silver Purchase Agreement and the Wheaton Silver Purchase Agreement described below.

Silver Wheaton Purchase Agreement

Silver Wheaton will incorporate a special purpose offshore subsidiary (“Silver Wheaton Subco”) which will enter into an agreement (the “Wheaton Silver Purchase Agreement”) with Wheaton Subco pursuant to which Silver Wheaton Subco will purchase 100% of all silver which has been purchased by Wheaton Subco from Luismin pursuant to the Luismin Silver Purchase Agreement at a price (the “Transfer Price”) which is the lesser of: (a) US$3.90 per ounce (subject to a consumer price adjustment after three years); and (b) the then prevailing market price per ounce of silver.

Wheaton Subco will agree to sell to Silver Wheaton Subco a minimum of 120 million ounces of silver (the “Minimum Amount”) within a period of 25 years following the entering into of the Wheaton Silver Purchase Agreement (the “Guarantee Period”). If at the end of the Guarantee Period, the total number of ounces of silver sold by Wheaton Subco to Silver Wheaton Subco is less than the Minimum Amount, Wheaton Subco shall be required to pay a penalty to Silver Wheaton Subco of an amount equal to the Minimum Amount less the number of ounces of silver actually sold by Wheaton Subco to Silver Wheaton Subco during the Guarantee Period, multiplied by US$0.50.

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Silver Wheaton will have no contractual rights relating to Luismin’s operations nor will it have any interest in any of the Luismin properties. Except as otherwise provided, Silver Wheaton will not be entitled to any compensation if Luismin does not meet its forecasted silver production targets in any specified period or if Luismin shuts down its silver mining operations in Mexico.

Wheaton and Wheaton Subco’s obligations under the Wheaton Silver Purchase Agreement will not be guaranteed by Luismin.

Security and Negative Covenants

Luismin’s obligation under the Luismin Silver Purchase Agreement and Wheaton Subco’s obligation under the Wheaton Silver Purchase Agreement will be registered and secured (in a position which is subordinate to obligations arising from Wheaton’s existing US$75 million debt facilities entered into in June 2003, as amended) against title to the Luismin properties which are the subject matter of the agreement (both the real property and the mineral concessions) and to the fullest extent possible will constitute a covenant which runs with properties which are the subject matter of the Luismin Silver Purchase Agreement.

Subject only to the prior rights of Wheaton’s lenders under Wheaton’s existing US$75 million debt facilities entered into in June 2003, as amended, Luismin will covenant and agree with Wheaton Subco and Silver Wheaton Subco not to sell, mortgage, hypothecate or otherwise alienate any of its mining operations or properties which are the subject matter of the Luismin Silver Purchase Agreement unless the other party or parties to any such transaction acknowledge the existence of the Luismin Silver Purchase Agreement and covenant with Wheaton Subco and Silver Wheaton Subco to comply with the terms and provisions of the agreement.

Expansion Capital Expenditures

The Wheaton Silver Purchase Agreement will outline the projected capital expenditures for existing Luismin mining operations (the “Projected Capital Expenditures”). Silver Wheaton will be obligated to pay to Wheaton Subco under the Wheaton Silver Purchase Agreement additional amounts from time to time equal to 50% of any capital expenditures required to be made by Luismin at Luismin’s mining operations in excess of 110% of the Projected Capital Expenditures (the “Silver Wheaton Share of Capital Expenditures”).

Silver Wheaton Management Matters

Following the closing of the Silver Transaction, the board of directors of Silver Wheaton will be reconstituted and comprised of five persons, three of whom are independent and unrelated directors, being John Brough, Peter Gillin, Eduardo Luna, Wade Nesmith and Ian Telfer. Eduardo Luna, a director of Wheaton and the President of Luismin, will be appointed as Chairman and interim Chief

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Executive Officer of Silver Wheaton. A brief description of the background of the proposed board of directors is as follows:

John Brough - President of Torwest, Inc. (real estate development company). Former Chief Financial Officer of Markborough Properties Inc. and currently Director and Chairman of the Audit Committee of Kinross Gold Corporation (gold mining company).

Peter Gillin - Chairman and Chief Executive Officer of Tahera Diamond Corporation (diamond exploration and development company). Former President and Chief Executive Officer of Zemex Corporation (industrial minerals corporation) and former Vice Chairman and Director of N.M. Rothschild & Sons Canada Limited (investment bank).

Eduardo Luna - Executive Vice President and Director of Wheaton and President of Luismin. Former Chairman of the Silver Institute and former Chairman of the Mexican Chamber of Mines.

Wade Nesmith - Associate Counsel of Lang Mitchener LLP (law firm). Former Superintendent of Brokers for the Province of British Columbia and currently Chairman of the Executive Committee and Compensation Committee and member of the Audit Committee of Oxford Automotive, Inc. (tier-one auto parts manufacturer).

Ian Telfer - Chairman and Chief Executive Officer of Wheaton since 2001. Former President, Chief Executive Officer and founder of TVX Gold Inc. and Director of Lihir Gold Inc.

Initially, the Silver Wheaton management team will be made up of senior members of Wheaton’s management team. As soon as possible following completion of the transaction, Silver Wheaton will seek out and appoint a new Chief Executive Officer who is independent of Wheaton.

Administration and Head Office

Initially, Silver Wheaton will operate out of Wheaton’s offices in Vancouver. As soon as a new independent management team is in place, Silver Wheaton’s offices may move to independent facilities.

An administration and management services agreement will be entered into by Silver Wheaton with Wheaton reimbursing Wheaton for its office facilities and the services of its personnel.

Principal Closing Conditions

Conditions to completion of the Silver Transaction will include, among other things:

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(i)	each of the parties being completely satisfied, in their sole discretion with due diligence undertaken with respect to the other parties to the transaction;
(ii)	all regulatory approvals being received, including those of the TSX Venture Exchange (and TSX) and that the Silver Wheaton common shares to be issued being listed for trading as of the closing time;
(iii)	there being no material adverse change in the business affairs, properties, condition (financial or otherwise) or prospects for either Silver Wheaton or Luismin;
(iv)	receipt of any third party consents necessary to consummate the transaction;
(v)	customary legal opinions;
(vi)	execution of all requisite definitive agreements;
(vii)	completion by Silver Wheaton of the Silver Wheaton Financing on terms and conditions satisfactory to Wheaton; and
(viii)	approval of the board of directors of each of Wheaton River and Silver Wheaton and of the shareholders of Silver Wheaton.

Closing is expected to occur in early September 2004.

The transactions cannot be completed until the required TSX Venture Exchange approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the materials to be prepared in connection with the transactions, any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon. Trading in the securities of Chap should be considered highly speculative. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of the press release or this material change report.

Silver Wheaton Post-Transaction

Following the completion of the Silver Transaction, and assuming completion of a Cdn$50 million equity financing, Silver Wheaton will have approximately 674 million common shares outstanding of which approximately 80% will be held by Wheaton.

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Name Change and Share Consolidation

In connection with the transactions, Chap will seek shareholder approval to change its name to Silver Wheaton Corporation, to consolidate its outstanding common shares on a one for five basis and to expand its board of directors to at least 5 persons. All share amounts described herein are before giving effect to such consolidation.

Luismin Mineral Reserves and Resources

The following tables set forth the estimated Mineral Reserves and Mineral Resources for the Luismin properties as at December 31, 2003:

Proven and Probable Mineral Reserves⁽¹⁾

				Grade				Contained Metal
Deposit	Category	Tonnes		Gold		Silver		Gold		Silver
		(000s)		(grams per tonne)		(grams per tonne)		(ounces) (000s)		(ounces) (000s)
Luismin (2)	Proven		880		5.16		414		145		11,670
- San Dimas	Probable		1,360		5.16		412		226		18,060
	Proven + Probable		2,240		5.16		413		371		29,730
Luismin (2)	Proven		530		3.75		64		64		1,090
- San Martin with San Pedrito	Probable		500		3.37		120		54		1,940
	Proven + Probable		1,030		3.56		91		119		3,030
Total	Proven								209		12,760
	Probable								280		20,000
	Proven + Probable								489		32,760

Measured, Indicated and Inferred Mineral Resources ⁽¹⁾⁽³⁾
(excluding Proven and Probable Mineral Reserves)

				Grade				Contained Metal
Deposit	Category	Tonnes		Gold		Silver		Gold		Silver
		(000s)		(grams per tonne)		(grams per tonne)		(ounces) (000s)		(ounces) (000s)
Luismin (2)
-San Dimas	Inferred		12,900		3.3		317		1,380		131,800
Luismin (2)
-San Martin	Inferred		2,100		2.7		127		190		8,700
Total	Inferred								1,570		140,500

(1) All Mineral Reserves and Mineral Resources have been calculated as of December 31, 2003 in accordance with the “CIM Standards on Mineral Resources and Reserves — Definitions and Guidelines” prepared by the CIM Standing Committee on Reserve Definitions and approved by the CIM Council of the Canadian Institute of Mining, Metallurgy and Petroleum in August 2000 (the “CIM Standards”).

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(2)

The Mineral Reserves and Mineral Resources for the Luismin properties set out in the table above have been estimated by Randy V.J. Smallwood, P.Eng. at Wheaton who is a qualified person under National Instrument 43-101 Standards of Disclosure for Mineral Projects. The Mineral Reserves are classified as proven and probable and the Mineral Resources are classified as Inferred, and in each case are based on the CIM Standards.

(3)

Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.

6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 23rd day of July, 2004.

Per:	/s/ Ian W. Telfer
	Ian W. Telfer Chairman and Chief Executive Officer

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EX-99.18

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2.	Date of Material Change
	July 26, 2004
3.	News Release
	A news release with respect to the material change referred to in this report was issued through newswire services on July 26, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	Wheaton announced that the Board of Directors of Wheaton, based on the recommendation of its Special Committee, have concluded that they are unable to make a recommendation at this time to shareholders to accept or reject the tender offer made by Coeur d’Alene Mines Corporation (“Coeur”) to Wheaton’s United States shareholders. WHEATON’S BOARD ALSO RECOMMENDS THAT SHAREHOLDERS DO NOT TENDER THEIR SHARES TO COEUR’S U.S. OFFER OR TAKE ANY OTHER ACTION UNTIL THEY HAVE RECEIVED A FURTHER RECOMMENDATION FROM THE WHEATON BOARD.
	In connection with its response to Coeur’s offer to Wheaton’s United States shareholders, Wheaton has filed a Schedule 14D-9 with the U.S. Securities and Exchange Commission.
	Wheaton has requested Coeur to confirm that Coeur will not take up and pay for Wheaton shares under its U.S. tender offer unless, and until, it provides Wheaton shareholders resident in Canada with the same opportunity on the exact same terms and conditions. To date, Wheaton has not received this confirmation.
	Once Coeur’s offer is made to all shareholders of Wheaton in Canada, Wheaton’s Board of Directors and Special Committee will carefully review Coeur’s offer and provide its response within the time period prescribed by law.

5.	Full Description of Material Change
	On June 23, 2004, Coeur announced that it would be making a tender offer to acquire all outstanding shares of Wheaton. On July 13, 2004, Coeur issued a press release announcing that it had mailed its tender offer documents to Wheaton shareholders. The press release failed to disclose that Coeur’s tender offer was not made to Wheaton’s Canadian shareholders. On July 14, 2004, at the request of the British Columbia Securities Commission, Coeur issued a press release correcting that announcement by announcing that the tender offer had only been made to Wheaton shareholders in the United States and that Coeur would be making an offer to Wheaton’s Canadian shareholders “shortly”. Thirty-two days have passed since Coeur announced that it would be making a tender offer to all Wheaton shareholders and thirteen days have passed since the commencement of Coeur’s tender offer in the United States only and no offer has yet been made by Coeur to Wheaton’s Canadian shareholders. By making the offer only to Wheaton shareholders in the United States, Coeur has created confusion among the Wheaton shareholders and the investing public.
	On July 26, 2004, Wheaton announced that the Board of Directors of Wheaton, based on the recommendation of its Special Committee, have concluded that they are unable to make a recommendation at this time to shareholders to accept or reject the tender offer made by Coeur to Wheaton’s United States shareholders. WHEATON’S BOARD ALSO RECOMMENDS THAT SHAREHOLDERS DO NOT TENDER THEIR SHARES TO COEUR’S U.S. OFFER OR TAKE ANY OTHER ACTION UNTIL THEY HAVE RECEIVED A FURTHER RECOMMENDATION FROM THE WHEATON BOARD.
	In connection with its response to Coeur’s offer to Wheaton’s United States shareholders, Wheaton has filed a Schedule 14D-9 with the U.S. Securities and Exchange Commission.
	The principal reasons for not making a recommendation at this time were:
•	The Coeur offer has not been made to all Wheaton shareholders and therefore it is not appropriate to make a recommendation to only some of the Wheaton shareholders.
•	Coeur has stated that it will be making an offer to Wheaton’s Canadian shareholders “shortly”.
•	If, and when, an offer is made by Coeur to Wheaton shareholders in Canada such offer may provide additional material information relevant to the Special Committee’s recommendations. The Special Committee and the Board of Directors will then make a recommendation to all Wheaton shareholders after all information regarding the Coeur offer is available.

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•	The offer by Couer is subject to conditions that cannot be satisfied unless an offer is made to Wheaton’s Canadian shareholders.
	Wheaton has requested Coeur to confirm that Coeur will not take up and pay for Wheaton shares under its U.S. tender offer unless, and until, it provides Wheaton shareholders resident in Canada with the same opportunity on the exact same terms and conditions. To date, Wheaton has not received this confirmation.
	Once Coeur’s offer is made to all shareholders of Wheaton in Canada, Wheaton’s Board of Directors and Special Committee will carefully review Coeur’s offer and provide its response within the time period prescribed by law.
6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 29th day of July, 2004.

Per:	/s/ Ian W. Telfer
	Ian W. Telfer
	Chairman and Chief Executive Officer

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EX-99.19

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2.	Date of Material Changes
	September 3 and 7, 2004
3.	News Releases
	News releases with respect to the material changes referred to in this report were issued through newswire services on September 3 and 7, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	Wheaton Board Recommends Shareholders Reject Coeur Offer
	On September 3, 2004, Wheaton announced that the Board of Directors of Wheaton unanimously recommended that Wheaton shareholders REJECT the offer to purchase all of the outstanding Wheaton shares made by Coeur d’Alene Mines Corporation (“Coeur”) and its affiliates on August 23, 2004 and that shareholders NOT TENDER their Wheaton shares to the Coeur offer.
	Silver Wheaton Transaction Rescheduled for October 15th
	On September 7, 2004, Wheaton announced that the closing date of the previously announced Silver Wheaton transaction had been rescheduled for October 15, 2004.
5.	Full Description of Material Change
	Wheaton Board Recommends Shareholders Reject Coeur Offer
	Wheaton announced that the Board of Directors of Wheaton unanimously recommended that Wheaton shareholders REJECT the offer to purchase all of the outstanding Wheaton shares made by Coeur and its affiliates on August 23, 2004 and that shareholders NOT TENDER their Wheaton shares to the Coeur offer.

The Board decision followed receipt of a recommendation by the Special Committee of the Board. The Board and the Special Committee also relied upon, among other things, the opinion of Orion Securities Inc. that states, subject to the assumptions and limitations contained therein, that the consideration that Coeur is offering is inadequate from a financial point of view to Wheaton shareholders. The Board’s recommendation, the Special Committee’s assessment of the Coeur offer and its reasons for the recommendation that shareholders reject the Coeur offer are set out in a Directors’ Circular which was mailed to Wheaton shareholders on or about September 7, 2004.

The principal reasons for the conclusion and recommendation of the Special Committee and the Board are as follows:

• There are no financial or strategic benefits to Wheaton or the Wheaton shareholders under the Coeur offer and a business combination with Coeur is not in the best interests of the Wheaton shareholders.

• The Coeur offer is financially inadequate and highly dilutive.

• Coeur has a lengthy history of significant net losses and has experienced negative cash flow from operating activities over the past five and one-half years.

• Coeur has not had sufficient earnings to cover its fixed charges (i.e. interest and preferred stock dividends) in each of the last five years.

• Coeur’s development properties are subject to significant risks and its existing mines are nearing the end of their mine life.

• The pro-forma debt-to-equity ratio of the combined Coeur/Wheaton company proposed by Coeur will present an increased financial risk and a riskier capital structure than Wheaton and peer group companies.

• Coeur has financed its operations through the use of convertible debt resulting in significant potential dilution.

• The Coeur offer requires Coeur shareholder approval and is highly conditional.

• The technical reports Coeur has filed prior to the date hereof relating to the San Bartolomé project fail to provide important information.

• The value of the Coeur offer is not Cdn$5.47 per share. The value of the Coeur offer (based on the Coeur share closing price on September 1, 2004) for Wheaton shareholders who elect the “all share” option is Cdn$3.84 per Wheaton share, Cdn$4.13 per Wheaton share if all Wheaton shareholders elect the “cash and share” option, and Cdn$4.06

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	per Wheaton share if the “in-the-money” options and warrants are taken into account. The cash portion of the Coeur offer is less than Cdn$5.47 per share and could be significantly less than Cdn$1.00 per share.
•	The Board and the Special Committee have serious reservations about the ability of the management of Coeur and do not recommend that Wheaton shareholders become shareholders of the combined Coeur/Wheaton company that would be controlled by the management of Coeur.

Shareholders were advised to read the full explanation of the reasons for the Board’s recommendation in the Directors’ Circular.

Silver Wheaton Transaction Rescheduled for October 15^th

On September 7, 2004, Wheaton announced that the closing date of the previously announced Silver Wheaton transaction had been rescheduled for October 15, 2004.

Following the filing of an application by Coeur with the British Columbia Securities Commission to seek to delay the closing of the transaction, Wheaton agreed with Coeur that, in order to avoid the cost and expense of a regulatory hearing, it would postpone the closing of the Silver Wheaton transaction until the earlier of: (a) three business days after Coeur shall have taken up shares under the Coeur offer and shall have received full disclosure of the full terms and conditions of the Silver Wheaton transaction with an opportunity to terminate Wheaton’s obligations in respect thereof without material cost to Wheaton; and (b) October 15, 2004. In turn, Coeur has agreed that (i) if less than 50% of Wheaton shares outstanding have been tendered to the Coeur offer by 8:00 a.m. (Toronto time) on October 15, 2004, or (ii) if more than 50% of Wheaton shares have been tendered to the Coeur offer and Coeur does not take up and pay for such shares, Wheaton may complete the Silver Wheaton transaction as soon as practicable on or after October 15, 2004. In such case, Coeur has agreed that it will not take any action, directly or indirectly, whether before any securities commission or court or otherwise, to prevent, hinder or delay the completion of the Silver Wheaton transaction, provided that Wheaton delivers to Coeur copies of all agreements relating to Silver Wheaton as soon as practicable, and in any event within 24 hours of the completion of the Silver Wheaton transaction. If, however, by 8:00 a.m. (Toronto time) on October 15, 2004, more than 50% of the Wheaton shares outstanding on that date have been tendered to Coeur’s offer and not withdrawn, and Coeur has publicly announced that it intends to take up and pay for all of the deposited shares, Wheaton will not close the Silver Wheaton transaction and none of Wheaton or any of its subsidiaries will enter into any agreements in respect of Silver Wheaton without the prior written consent of Coeur, provided Coeur subsequently takes up and pays for all of the deposited shares in accordance with applicable law.

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6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 13th day of September, 2004.

Per:	/s/ Peter Barnes
	Peter Barnes
	Executive Vice President and
	Chief Financial Officer

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EX-99.20

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Reporting Issuer
	Wheaton River Minerals Ltd. (“Wheaton”) 1560-200 Burrard Street Vancouver, BC V6C 3L6
2.	Date of Material Changes
	October 15, 2004
3.	News Release
	A news release with respect to the material change referred to in this report was issued through newswire services on October 15, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	Wheaton announced the closing of the previously announced Silver Wheaton transaction. Pursuant to the transaction, Chap Mercantile Inc. (“Chap” or “Silver Wheaton”) has agreed to purchase 100% of the silver produced by Wheaton’s Luismin, S.A. de C.V. (“Luismin”) mining operations in Mexico for an upfront payment of Cdn$46 million in cash and 540 million Chap common shares plus a payment of US$3.90 per ounce of delivered refined silver, subject to adjustment.
5.	Full Description of Material Change
	Wheaton announced the closing of the previously announced Silver Wheaton transaction. Pursuant to the transaction, Chap has agreed to purchase 100% of the silver produced by Wheaton’s Luismin mining operations in Mexico for an upfront payment of Cdn$46 million in cash and 540 million Chap common shares plus a payment of US$3.90 per ounce of delivered refined sliver, subject to adjustment.
	In connection with the completion of this transaction, the gross proceeds of Cdn$70 million from the private placement of Chap subscription receipts, completed on August 5, 2004 and arranged by a syndicate of investment dealers led by GMP Securities Ltd., which included Canaccord Capital Corporation, Fort House Inc., Research Capital Corporation, Salman Partners Inc., Scotia Capital Inc., Sprott Securities Inc. and Woodstone Capital Inc., were released from escrow. Of the proceeds, Cdn$46 million was used to fund the upfront cash payment payable by Chap in connection with the Silver Wheaton transaction. The remaining proceeds will be used to investigate future acquisitions and for general corporate purposes. Each of the 175 million outstanding subscription receipts will be automatically exercised on October 22, 2004, without payment of additional consideration, into one

common share and one-half of one common share purchase warrant of Chap. Each whole warrant is exercisable into one common share of Chap at a price of Cdn$0.80 until August 5, 2009. These securities are all subject to a statutory hold period which expires on December 6, 2004.

At the closing of the Silver Wheaton transaction, John Brough (President of Torwest Inc., a real estate development company), Peter Gillin (Chairman and Chief Executive Officer of Tahera Diamond Corporation, a diamond exploration and development company), Wade Nesmith (associate counsel of Lang Michener LLP and former Superintendent of Brokers for the Province of British Columbia) and Ian Telfer (Chairman, Chief Executive Officer and a director of Wheaton) were appointed as the new directors of Silver Wheaton, three of whom are independent and unrelated directors. Eduardo Luna (President of Wheaton’s subsidiary Luismin and former Chairman of the Silver Institute) was appointed as interim Chief Executive Officer of Silver Wheaton and Peter Barnes (Executive Vice President and Chief Financial Officer of Wheaton) was appointed as Executive Vice President and Chief Financial Officer of Silver Wheaton.

Chap has scheduled an annual and special meeting of its shareholders to be held on December 8, 2004. At this meeting, in addition to regular annual business, Chap intends to seek shareholder approval to (i) change its name to “Silver Wheaton Corporation”; (ii) consolidate its outstanding common shares on a one for five basis; and (iii) expand its board of directors.

In conjunction with the closing of the Silver Wheaton transaction, Silver Wheaton has received approval for trading from the TSX Venture Exchange and will commence trading on Tier 1 of the TSX Venture Exchange upon the issuance of a bulletin by the TSX Venture Exchange. The Toronto Stock Exchange has conditionally approved the listing of Silver Wheaton’s common shares under the symbol “SLW” and it is anticipated that the common shares will be listed and posted for trading on the Toronto Stock Exchange on or about October 22, 2004. The Toronto Stock Exchange has also conditionally approved the listing of Silver Wheaton’s common share purchase warrants under the symbol “SLW.WT”. This listing is expected to be effective as soon as practicable following the expiry of the statutory hold period on or about December 6, 2004.

Following the completion of the Silver Wheaton transaction and the automatic exercise of the previously issued subscription receipts, Silver Wheaton will have approximately 724 million common shares and 87.5 million common share purchase warrants outstanding.

Pursuant to this transaction, Wheaton has acquired indirect beneficial ownership, through Wheaton Trading (Caymans) Ltd. (“Wheaton Trading”), a wholly-owned subsidiary of Wheaton, of approximately 75% of the issued and outstanding common shares of Chap. Wheaton’s principal office is located at Waterfront Centre, Suite 1560, 200 Burrard Street, Vancouver, British Columbia, V6C 3L6. Chap has granted Wheaton a right to maintain its pro rata equity position in Chap for three years so long as its common share holdings do not fall below 20%. Wheaton does not have any present intention to acquire ownership of, or control over, additional securities of Chap.

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As a result of this transaction, Silver Wheaton will have cash on hand of approximately Cdn$19 million and will aggressively pursue growth opportunities.

Silver Wheaton Transaction Terms

Rights to Participate in Advanced Projects

If Silver Wheaton or Wheaton acquires a direct or indirect interest in any exploration or development property situated anywhere in Mexico, which it does not currently, directly or indirectly, own an interest in, and should such interest either be, or become, the subject of a positive feasibility study or consist of active mining operations within a period of three years from October 15, 2004, then the owner of the interest will offer the other party the opportunity to purchase and participate in the project by, in the case of a project being offered by Wheaton to Silver Wheaton, the payment of 49% of the total acquisition and exploration costs incurred by Wheaton or any of its subsidiaries to that date (together with a commitment to continue to fund 49% of the expenditures incurred subject to an agreed upon dilution formula) and, in the case of a project being offered by Silver Wheaton to Wheaton, the payment of 51% of the total acquisition and exploration costs incurred by the Issuer or any of its subsidiaries to that date (together with a commitment to continue to fund 51% of the expenditures incurred subject to an agreed upon dilution formula). In the event that the purchased interest gives the holder thereof the right to manage, direct or control operations or activities on, in or under the exploration or exploitation mining property or concessions or mining operation that is the subject of the purchased interest, then Wheaton or one of its subsidiaries shall be entitled to become operator of any such joint venture.

Pre-Emptive Right

For a period of three years from October 15, 2004, Wheaton will, so long as it owns, directly or indirectly at least 20% of the outstanding Silver Wheaton common shares, have the right to maintain its pro-rata interest in Silver Wheaton should Silver Wheaton issue any additional shares pursuant to an equity financing or otherwise.

Luismin Silver Purchase Agreement

Wheaton Trading has entered into an agreement (the “Luismin Silver Purchase Agreement”) with Luismin to purchase 100% of all the silver produced by Luismin from certain of its existing Mexican mining operations (including all silver produced from the Los Filos property currently being developed by Luismin) at the then prevailing market price per ounce of silver.

Wheaton Silver Purchase Agreement

Silver Wheaton (Caymans) Ltd. (“Silver Wheaton Caymans”), a wholly-owned subsidiary of Silver Wheaton, has entered into an agreement (the “Wheaton Silver Purchase Agreement”) with Wheaton Trading pursuant to which Silver Wheaton Caymans will purchase 100% of all silver which has been purchased by Wheaton Trading from Luismin pursuant to the Luismin Silver Purchase Agreement at a price

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(the “Transfer Price”) which is the lesser of: (a) US$3.90 per ounce (subject to an inflationary price adjustment after three years from the closing of the Silver Transaction); and (b) the then prevailing market price per ounce of silver.

Wheaton Trading has agreed to sell to Silver Wheaton Caymans a minimum of 120 million ounces of silver (the “Minimum Amount”) within a period of 25 years following the entering into of the Wheaton Silver Purchase Agreement (the “Guarantee Period”). If at the end of the Guarantee Period, the total number of ounces of silver sold by Wheaton Trading to Silver Wheaton Caymans is less than the Minimum Amount, Wheaton Trading shall be required to pay a penalty to Silver Wheaton Caymans of an amount equal to the Minimum Amount less the number of ounces of silver actually sold by Wheaton Trading to Silver Wheaton Caymans during the Guarantee Period, multiplied by US$0.50.

Other than the security interest to be granted to Silver Wheaton Caymans, described below, Silver Wheaton will have no contractual rights relating to Luismin’s operations nor will it have any interest in any of the Luismin properties. Except as otherwise provided, Silver Wheaton will not be entitled to any compensation if Luismin does not meet its forecasted silver production targets in any specified period or if Luismin shuts down its silver mining operations in Mexico.

Wheaton has guaranteed the performance of Wheaton Trading under both the Luismin Silver Purchase Agreement and the Wheaton Silver Purchase Agreement.

Security and Negative Covenants

Luismin’s obligation under the Luismin Silver Purchase Agreement and Wheaton Trading’s obligation under the Wheaton Silver Purchase Agreement have been registered and secured (in a position which is subordinate to obligations arising from Wheaton’s existing US$75 million debt facilities entered into in June 2003, as amended) against title to the Luismin properties which are the subject matter of the Luismin Silver Purchase Agreement and to the fullest extent possible will constitute a covenant which runs with such properties.

Subject only to the prior rights of Wheaton’s lenders under Wheaton’s existing US$75 million debt facilities entered into in June 2003, as amended, Luismin has covenanted and agreed with Wheaton Trading not to sell, mortgage, hypothecate or otherwise alienate any of its mining operations or properties which are the subject matter of the Luismin Silver Purchase Agreement unless the other party or parties to any such transaction acknowledge the existence of the Luismin Silver Purchase Agreement and covenant with Wheaton Trading to comply with the terms and provisions of the agreement.

Expansion Capital Expenditures

The Wheaton Silver Purchase Agreement outlines the annual projected capital expenditures for certain existing Luismin mining operations over a period of 25 years (the “Annual Projected Capital Expenditures”). Silver Wheaton will be obligated to pay to Wheaton Trading under the Wheaton Silver Purchase Agreement additional amounts from time to time equal to 50% of any capital expenditures required to be

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	made by Luismin at certain of Luismin’s mining operations in excess of 110% of each Annual Projected Capital Expenditures (the “Chap Share of Capital Expenditures”) other than with respect to capital expenditures for the Los Filos Project. The amount that Silver Wheaton shall be required to pay in respect of Annual Projected Capital Expenditures that pertain to the Los Filos Project shall be an amount equal to: (i) the amount in excess of 110% of each Annual Projected Capital Expenditures for the Los Filos Project, multiplied by (ii) the average percentage of silver metal content contained in all dore bars produced from the Los Filos Project in the last calendar month preceding delivery of a request for contributions from Wheaton Trading, as determined by the settlement reports from the refinery that refines such doré bars. Furthermore, Silver Wheaton shall only be required to pay any such expenditures pertaining to the Los Filos Project to Wheaton Trading from and after the date on which Luismin first ships doré bars produced from the Los Filos Project to be refined at a refinery.
6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer at (604) 696-3000.
	DATED this 25th day of October, 2004.

Per:	/s/ Peter Barnes
	Peter Barnes
	Executive Vice President and
	Chief Financial Officer

-5-

EX-99.21

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Name and Address of Company
	Wheaton River Minerals Ltd. (“Wheaton River”) 1560-200 Burrard Street Vancouver, British Columbia V6C 3L6
2.	Date of Material Change
	December 5, 2004
3.	News Release
	A news release with respect to the material change referred to in this report was issued through newswire services on December 5, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	On December 5, 2004, Wheaton River announced that it had reached an agreement in principle to combine with Goldcorp Inc. (“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 River.
5.	Full Description of Material Change
	On December 5, 2004, Wheaton River announced that it had reached an agreement in principle to combine with Goldcorp. The combination would be effected through a share exchange take-over bid (the “Offer”) where Goldcorp would offer to purchase all of the outstanding common shares of Wheaton River (“Wheaton River Shares”) on the basis of one common share of Goldcorp for every four common shares of Wheaton River.
	The making of the Offer is subject to board approval of a definitive agreement between Goldcorp and Wheaton River, the satisfactory completion of due diligence investigations and the receipt by Wheaton River of an opinion from its financial advisor that the consideration offered under the Offer is fair, from a financial point of view, to its shareholders. Goldcorp and Wheaton River have agreed to negotiate exclusively with each other for 21 days and to exchange confidential information with a view to completing their due diligence investigations and settling a definitive agreement as soon as possible.

If a definitive agreement is reached and the Offer is made, it would be conditional on the deposit of at least 66-2/3% of the Wheaton River Shares outstanding as at the expiry of the Offer. This minimum tender condition may be waived by Goldcorp only with the consent of Wheaton River. In addition, the Offer would be subject to customary conditions, including receipt of regulatory approvals or expiry of relevant waiting periods.

The definitive agreement would contain customary non-solicitation provisions in respect of Wheaton River, provided, however, that the board of directors of Wheaton River would be permitted to respond to a superior proposal if required to do so in order to satisfy its fiduciary duties. Prior to entering into any agreement regarding a superior proposal, Wheaton River would provide Goldcorp with an opportunity to match the superior proposal. Upon the occurrence of customary termination fee events, including if the board of directors of Wheaton River withdraws or changes its recommendation of the Offer to recommend a superior proposal or the definitive agreement is terminated to enter into a superior proposal, Wheaton River would pay to Goldcorp a termination fee of US$35 million. In addition, if the definitive agreement is terminated as a result of a material breach of a representation, warranty or covenant, the breaching party would pay US$35 million to the non-breaching party as liquidated damages.

Upon the acquisition by Goldcorp of at least 66-2/3% of the Wheaton River Shares outstanding as at the expiry of the Offer, Mr. Ian Telfer, the Chief Executive Officer of Wheaton River, would become chief executive officer of Goldcorp and as soon as practicable thereafter, the board of directors of Goldcorp would be comprised of ten members, of which five members would be current directors of Wheaton River. Mr. Robert McEwen would remain as chairman of Goldcorp.

The transaction would be completed in two-steps consisting of the Offer for all outstanding Wheaton River Shares and a subsequent compulsory acquisition or second-step going private transaction to acquire all Wheaton River Shares not acquired pursuant to the Offer.

No offer would be made for outstanding Wheaton River warrants. Upon the completion of the acquisition of Wheaton River by Goldcorp, Wheaton River warrants would become exercisable for Goldcorp common shares instead of Wheaton River Shares on the basis of the share exchange ratio in the Offer and otherwise on the same terms and conditions of the relevant warrant.

Following the completion of the acquisition of Wheaton River by Goldcorp:

• four 2002 Wheaton River warrants (each with an exercise price of $1.65 for one Wheaton River Share) would be exercisable for one Goldcorp common share for an aggregate exercise price of $6.60;

-2-

• four Series “A” Wheaton River warrants (each with an exercise price of $1.65 for one Wheaton River Share) would be exercisable for one Goldcorp common share for an aggregate exercise price of $6.60; and

• four Series “B” Wheaton River warrants (each with an exercise price of $3.10 for one Wheaton River Share) would be exercisable for one Goldcorp common share for an aggregate exercise price of $12.40.

	Wheaton River’s board of directors has established a committee of independent directors to evaluate the proposed transaction and make a recommendation to the Wheaton River board of directors. The special committee has retained Merrill Lynch to act as its financial advisor and Farris, Vaughan, Wills & Murphy to act as its legal advisor. Davies Ward Phillips & Vineberg LLP is acting as Wheaton River’s legal advisor.
6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer of Wheaton River at (604) 696-3000.
	DATED this       day of December, 2004.

Per:	/s/ Peter Barnes
	Peter Barnes
	Executive Vice President and Chief
	Financial Officer

-3-

EX-99.22

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER
NATIONAL INSTRUMENT 51-102

1.	Name and Address of Company
	Wheaton River Minerals Ltd. (“Wheaton River”) 1560-200 Burrard Street Vancouver, British Columbia V6C 3L6
2.	Date of Material Change
	December 23, 2004
3.	News Release
	A news release with respect to the material change referred to in this report was issued through newswire services on December 23, 2004 and filed on the system for electronic document analysis and retrieval (SEDAR).
4.	Summary of Material Change
	On December 23, 2004, Wheaton River announced that it had signed a definitive agreement with Goldcorp Inc. (“Goldcorp”) for the previously announced combination of Wheaton River and Goldcorp. The combination will be effected through a share exchange take-over bid (the “Goldcorp Offer”) whereby Goldcorp will offer one common share of Goldcorp for every four common shares of Wheaton River (the “Wheaton River Shares”).
5.	Full Description of Material Change
	On December 23, 2004, Wheaton River announced that it had signed an acquisition agreement with Goldcorp (the “Acquisition Agreement”) for the previously announced combination of Wheaton River and Goldcorp to be effected through the Goldcorp Offer.
	Prior to entering into the Acquisition Agreement, Wheaton River and Goldcorp satisfactorily completed their due diligence investigations and the board of directors of Wheaton River (the “Board of Directors”) received an opinion from Merrill Lynch, Pierce, Fenner & Smith Incorporated that the exchange ratio under the Goldcorp Offer is fair, from a financial point of view, to shareholders of Wheaton River.
	Based on a recommendation from the special committee of the Board of Directors, comprised of Lawrence Bell, Doug Holtby (Chair) and Ian J. McDonald, the Board of Directors approved the Acquisition Agreement and unanimously recommended that shareholders of Wheaton River accept the Goldcorp Offer and tender their Wheaton River Shares to the Goldcorp Offer.
	The Goldcorp Offer, Goldcorp’s take-over bid circular and Wheaton River’s directors’ circular were mailed to Wheaton River shareholders and filed on SEDAR on December 29, 2004.

Shareholders are urged to read the Goldcorp Offer, the take-over bid circular of Goldcorp and the directors’ circular of Wheaton River.

Acquisition Agreement

A summary of the principal terms of the Acquisition Agreement is set out below. Capitalized terms used but not otherwise defined herein have the meanings set out in the Acquisition Agreement, a copy of which has been filed on SEDAR.

The Goldcorp Offer

The Acquisition Agreement requires Goldcorp and Goldcorp Acquisition ULC (collectively with Goldcorp, the “Offerors”) to make the Goldcorp Offer on the terms and conditions set forth in the Acquisition Agreement.

Conditions of the Goldcorp Offer

The conditions to the Goldcorp Offer are specified in the Acquisition Agreement and are contained in Section 4 of the Goldcorp Offer.

Amendment and Waiver

The Acquisition Agreement provides that the Offerors will not amend or vary the terms and conditions of the Goldcorp Offer, except to increase the value of the consideration payable thereunder or to extend its expiry time, from time to time, to a date (the “Expiry Date”) not later than (a) 120 calendar days after the date of the Goldcorp Offer in the event that certain the conditions thereto relating to regulatory or contractual approvals have not been satisfied or waived by the Offerors or if an Acquisition Proposal has been made and is continuing; and (b) in any other case, 60 calendar days after the date of the Goldcorp Offer. However, Goldcorp may waive any one or more of the conditions of the Goldcorp Offer, in its sole discretion, except the Minimum Tender Condition. The Minimum Tender Condition may be waived only with the prior written consent of Wheaton River.

Management and Directors

If the Minimum Tender Condition is satisfied and the Offerors take up and pay for Wheaton River Shares under the Goldcorp Offer, Goldcorp and Wheaton River will use all reasonable efforts to cause their respective boards of directors to pass such resolutions and to take such other actions as may be required in order that: (a) the number of directors of Goldcorp will be increased to 10, with five current directors of Goldcorp to be nominated by Ian W. Telfer, on behalf of Wheaton River, remaining as directors of Goldcorp and five current directors of Wheaton River nominated by Robert R. McEwen, on behalf of Goldcorp, becoming directors of Goldcorp; (b) Ian W. Telfer will become a director of Goldcorp and will be appointed as Chief Executive Officer of Goldcorp; (c) Robert R. McEwen will remain as a director and the Chairman of Goldcorp; and (d) all of the directors of Wheaton River will be replaced by nominees of Goldcorp to be determined by the board of directors of Goldcorp following the appointments referred to in (a) above.

Subsequent Acquisition Transaction

Upon satisfaction of the Minimum Tender Condition, Goldcorp and Wheaton River will take all necessary steps to proceed with, as soon as practicable and, in any event within 120 days following the expiry time of the Goldcorp Offer, a Subsequent Acquisition Transaction so that Goldcorp may acquire all of the Wheaton River Shares that were not acquired by Goldcorp under the Goldcorp Offer. The consideration offered under the Subsequent Acquisition Transaction will be at least equal in value to and in the same form as the consideration offered under the Goldcorp Offer.

Treatment of Wheaton River Options and Wheaton River Warrants

The Acquisition Agreement contains provisions relating to the treatment of Wheaton River Options and Wheaton River Warrants, as set out below.

(a)	No offer will be made by Goldcorp for Wheaton River Options. Subject to obtaining all necessary regulatory and shareholder approvals, the Board of Directors may take the necessary actions to provide that (i) each Wheaton River Option holder, other than the directors or senior officers of Wheaton River, may, at his or her option, request that Wheaton River fund the exercise price payable by such option holder against receipt of a written direction to repay the amount of such funding from the proceeds of the sale by the depository under the Goldcorp Offer (or such other person as Wheaton River and Goldcorp may agree) for and on behalf of such option holders of such number of Goldcorp Shares to be received by such holder for the Wheaton River Shares tendered to the Goldcorp Offer pursuant to the exercise of his or her options that is sufficient to repay the amount of such funding, or (ii) each Wheaton River Option holder may, at his or her option in the case of Wheaton River Option holders other than the directors or senior officers of Wheaton River, or shall, in the case of Wheaton River Option holders who are directors or senior officers of Wheaton River, receive upon the exercise of such options after a Subsequent Acquisition Transaction in accordance with the terms of such options, the number of Goldcorp Shares (rounded down to the nearest whole number) which such holder would have been entitled to receive as a result of the Goldcorp Offer if such holder had been the registered holder of the number of Wheaton River Shares to which such holder was entitled upon such exercise immediately prior to the effective time of a Subsequent Acquisition Transaction. Any such action will be conditional upon the take up of Wheaton River Shares under the Goldcorp Offer.
(b)	No offer will be made by Goldcorp for Wheaton River Warrants. Upon the exercise of any Wheaton River Warrants after a Subsequent Acquisition Transaction, a holder of Wheaton River Warrants will receive, in lieu of the number of Wheaton River Shares otherwise issuable upon such exercise, that number of Goldcorp Shares (rounded down to the nearest whole number) which such holder would have been entitled to receive as a result of the Goldcorp Offer, if such holder had been the registered holder of the number of Wheaton River Shares to which such holder was entitled upon such exercise immediately prior to the effective time of a Subsequent Acquisition Transaction.
(c)	Goldcorp will take all necessary steps (including seeking all necessary regulatory and shareholder approvals and executing assumption agreements) to ensure that all Wheaton River Options and Wheaton River Warrants outstanding immediately prior to the effective time of a Subsequent Acquisition Transaction will, as part of such Subsequent Acquisition Transaction and subject to receipt of such regulatory and shareholder approvals, become securities of Goldcorp exercisable to purchase Goldcorp

Shares on the basis described in paragraphs (a) and (b) above and, in the case of Wheaton River Warrants, subject to any applicable listing requirements, be listed and posted for trading on such stock exchanges as the Wheaton River Warrants are listed and posted for trading on immediately prior to the effective time of such Subsequent Acquisition Transaction.

Representations, Warranties and Covenants of Goldcorp

The Acquisition Agreement contains customary representations and warranties on the part of Goldcorp relating to, among other things: Goldcorp’s corporate status and reporting issuer status; Goldcorp’s capitalization; Goldcorp’s authority to enter into the Acquisition Agreement; and the approval of the board of directors of Goldcorp of the Goldcorp Offer. The representations and warranties also address certain matters relating to the business, operations and properties of Goldcorp and its subsidiaries including: material contracts; the absence of any Material Adverse Change; pension and employment matters; the accuracy of Goldcorp’s financial statements, corporate records and minute books; the absence of undisclosed litigation that would have a Material Adverse Effect; assurances relating to title to properties and the condition of assets; insurance; environmental matters; tax matters; intellectual property; and compliance with applicable laws.

The Acquisition Agreement also contains customary negative and positive covenants of Goldcorp. Goldcorp has agreed to conduct its business in the ordinary course consistent with past practice unless otherwise permitted under the Acquisition Agreement.

Representations, Warranties and Covenants of Wheaton River

The Acquisition Agreement contains customary representations and warranties of Wheaton River relating to, among other things: Wheaton River’s corporate status and reporting issuer status; Wheaton River’s capitalization; Wheaton River’s authority to enter into the Acquisition Agreement; and the approval of the Board of Directors of its recommendation regarding the Goldcorp Offer. The representations and warranties also address certain matters relating to the business, operations and properties of Wheaton River and its subsidiaries including: material contracts; the absence of any Material Adverse Change; pension and employment matters; the accuracy of Wheaton River’s financial statements, corporate records and minute books; the absence of undisclosed litigation that would have a Material Adverse Effect; assurances relating to title to properties and the condition of assets; insurance; environmental matters; tax matters; intellectual property; and compliance with applicable laws.

The Acquisition Agreement also contains customary negative and positive covenants of Wheaton River. Wheaton River has agreed to conduct its business in the ordinary course consistent with past practice unless otherwise permitted under the Acquisition Agreement.

Goldcorp Shareholder Meeting

The Acquisition Agreement requires Goldcorp to convene a special meeting of its shareholders by February 4, 2005 for the purpose of considering an ordinary resolution to approve the issuance by Goldcorp of the Goldcorp Shares pursuant to the Goldcorp Offer and the Subsequent Acquisition Transaction.

No Solicitation

Each of Wheaton River and Goldcorp has agreed that it will not, directly or indirectly, (a) solicit, initiate, encourage or facilitate (including by way of furnishing non-public information) any inquiries or proposals regarding any Acquisition Proposal, (b) participate in any discussions or negotiations regarding any Acquisition Proposal, (c) approve or recommend any Acquisition Proposal, or (d) accept, support or enter into any agreement, arrangement or understanding related to any Acquisition Proposal. Each of Wheaton River and Goldcorp has also agreed to (a) immediately cease and cause to be terminated all existing discussions or negotiations, directly or indirectly, with any person with respect to any Acquisition Proposal, (b) refrain from waiving or varying any terms or conditions of any confidentiality or non-disclosure or standstill agreement entered into prior to the date of the Acquisition Agreement between it and any person considering any Acquisition Proposal and immediately request the return (or the deletion from retrieval systems and data bases or the destruction) of all information provided by it, directly or indirectly, to any such person, (c) in the case of Wheaton River, promptly reaffirm its recommendation that Wheaton River shareholders accept the Goldcorp Offer after a determination by the Board of Directors that any Acquisition Proposal that has been publicly disclosed is not a Superior Proposal, and (d) in the case of Goldcorp, promptly recommend that Goldcorp shareholders not accept any Acquisition Proposal that is publicly disclosed, after a determination by the board of directors of Goldcorp that any such Acquisition Proposal is not a Superior Proposal (and shall include such recommendation in any directors’ circular or other document sent to Goldcorp shareholders in response to any such Acquisition Proposal).

Notwithstanding the foregoing, the board of directors of Wheaton River or Goldcorp may consider or participate in discussions and enter into confidentiality agreements regarding a bona fide Acquisition Proposal that did not result from a breach of the terms of the Acquisition Agreement and is or could reasonably be expected to be a Superior Proposal. Prior to providing information to a third party proposing a Superior Proposal, Wheaton River or Goldcorp, as applicable, must enter into a confidentiality agreement with such third party containing terms at least as favourable to Wheaton River or Goldcorp, as applicable, as those contained in the standstill and confidentiality agreement dated as of December 3, 2004 between Wheaton River and Goldcorp.

Notice of Acquisition Proposals

Each of Wheaton River and Goldcorp must immediately notify the other, at first orally and then promptly in writing, of any Acquisition Proposal that becomes known to it, or any amendment to any Acquisition Proposal, or any request for information relating to it or any of its subsidiaries in connection with any Acquisition Proposal or for access to the properties, books or records of it or any of its subsidiaries by any person that may be proposing, or has made a proposal for, any Acquisition Proposal. Such notice must include (a) a description of the material terms and conditions of the Acquisition Proposal, (b) the identity of the person making the Acquisition Proposal, inquiry or contact, and (c) such other details of the Acquisition Proposal, inquiry, contact, discussions or negotiations as Goldcorp or Wheaton River, as applicable, may reasonably request. Each of Wheaton River and Goldcorp must also, upon request from the other, provide further notices of the status (including any change to the material terms) of any Acquisition Proposal or inquiry or contact.

Proceeding with a Superior Proposal

Wheaton River may accept, approve or recommend or enter into an agreement, understanding or arrangement to proceed with a Superior Proposal in respect of which there has been no breach of the terms of the Acquisition Agreement and withdraw, modify or change its recommendation concerning the Goldcorp Offer in connection with a Superior Proposal, but only if:

(a)	Wheaton River has provided Goldcorp with a copy of all documentation (including unexecuted final documentation) relating to the Superior Proposal (provided Goldcorp agrees to requirements as to the confidentiality to be afforded in respect of that Superior Proposal that the person proposing such Superior Proposal may reasonably request);
(b)	a period (the “Response Period”) of five business days has elapsed from the date on which Goldcorp received written notice from the Board of Directors that the Board of Directors determined to accept, approve, recommend or enter into a binding agreement to proceed with the Superior Proposal; and
(c)	the Board of Directors has considered any amendment to the terms of the Goldcorp Offer that increases or modifies the consideration (or value of the consideration) to be received by the Wheaton River shareholders proposed by Goldcorp before the end of the Response Period and determined by formal resolution, in good faith, acting reasonably after consultation: (i) with its financial advisors, that the Superior Proposal is more favourable to Wheaton River shareholders from a financial point of view than the Goldcorp Offer (with the amendments, if any, proposed by Goldcorp); and (ii) with its outside legal counsel, that the failure to enter into a binding agreement in respect of the Superior Proposal would be inconsistent with its fiduciary duties.

Goldcorp may accept, approve or recommend or enter into an agreement, understanding or arrangement to proceed with a Superior Proposal in respect of which there has been no breach of the terms of the Acquisition Agreement, but only if:

(a)

Goldcorp has provided Wheaton River with a copy of all documentation (including unexecuted final documentation) relating to the Superior Proposal (provided Wheaton River agrees to requirements as to the confidentiality to be afforded in respect of that Superior Proposal that the person proposing such Superior Proposal may reasonably request); and

(b)

the board of directors of Goldcorp has determined by formal resolution, in good faith, acting reasonably after consultation: (i) with its financial advisors, that the Superior Proposal is more favourable to the shareholders of Goldcorp from a financial point of view than the Goldcorp Offer; and (ii) with its outside legal counsel, that the failure to enter into a binding agreement in respect of the Superior Proposal would be inconsistent with its fiduciary duties.

Goldcorp represented and warranted that the board of directors of Goldcorp has determined by formal resolution that the proposed offer for Goldcorp Shares announced by Glamis Gold Ltd. on December 16, 2004 is not a Superior Proposal and, accordingly, Goldcorp and Wheaton River have agreed that such proposal is not a Superior Proposal for the purposes of the Acquisition Agreement.

Right to Match

During the Response Period, Goldcorp will have the right, but not the obligation, to offer to amend the terms of the Goldcorp Offer. The Board of Directors is required to review any such proposal by Goldcorp to amend the terms of the Goldcorp Offer, including, without limitation, an increase in, or modification of, the consideration to be received by the Wheaton River shareholders (or value of such consideration), in good faith, acting reasonably in consultation with its financial advisors and outside legal counsel, to determine whether the Acquisition Proposal to which Goldcorp is responding would be a Superior Proposal when assessed against the Goldcorp Offer as it is proposed by Goldcorp to be amended. If the Board of Directors does not determine that the Acquisition Proposal is a Superior Proposal, the Board of Directors will promptly reaffirm its recommendation of the Goldcorp Offer (as so amended by Goldcorp).

Termination

The Acquisition Agreement may be terminated, by written notice promptly given to the other party, at any time prior to the time the Offerors first take up and pay for Wheaton River Shares under the Goldcorp Offer, in the following circumstances:

(a)	by either Goldcorp or Wheaton River, if the Offerors have not taken up and paid for Wheaton River Shares under the Goldcorp Offer on or before the Expiry Date, or Goldcorp or Wheaton River, as applicable, shall have concluded, acting reasonably, that a condition to the Goldcorp Offer is not capable of satisfaction on or before the Expiry Date (excluding where the Acquisition Agreement may be terminated pursuant to (i) below), unless the reason for the Offerors not so taking up and paying for the Wheaton River Shares or for the relevant condition not being capable of satisfaction is due to the failure of the party seeking to terminate the Acquisition Agreement to perform any of the obligations under the Acquisition Agreement required to be performed by such party;
(b)	by Goldcorp, if the Goldcorp Offer terminates or expires without the Offerors taking up and paying for any Wheaton River Shares due to the non-satisfaction of any condition set forth in the Goldcorp Offer that has not been waived, other than as a result of Goldcorp’s failure to perform any of its obligations under the Acquisition Agreement;
(c)	by either Goldcorp or Wheaton River, if the Board of Directors withdraws, modifies or changes its recommendation concerning the Goldcorp Offer to proceed with a Superior Proposal;
(d)	by Goldcorp, if the Board of Directors approves, recommends or accepts, or enters into any agreement, undertaking or arrangement in respect of an Acquisition Proposal;
(e)	by either Goldcorp or Wheaton River, if the board of directors of Goldcorp determines to accept, approve, recommend or enter into an agreement, understanding or arrangement to proceed with a Superior Proposal;

(f)	by Wheaton River, if the board of directors of Goldcorp approves, recommends or accepts, or enters into an agreement, undertaking or arrangement in respect of an Acquisition Proposal;
(g)	by either Goldcorp or Wheaton River, if the other party has not complied or cannot comply in all material respects with its covenants and obligations under the Acquisition Agreement to be complied with at or prior to the expiry of the Goldcorp Offer, or if any of its representations and warranties under the Acquisition Agreement are not true and correct in all respects, in the case of representations and warranties qualified by materiality, and in all material respects in the case of all other representations and warranties;
(h)	by Wheaton River, if there has occurred after December 23, 2004, any Material Adverse Change of Goldcorp;
(i)	by either Goldcorp or Wheaton River, if the shareholders of Goldcorp do not approve the issuance by Goldcorp of Goldcorp Shares pursuant to the Goldcorp Offer and the Subsequent Acquisition Transaction by at least a majority of the votes cast by the shareholders of Goldcorp, present in person or represented by proxy, at the special meeting of the shareholders of Goldcorp called to consider an ordinary resolution to approve such issuance; or
(j)	by either Goldcorp or Wheaton River, if an Acquisition Proposal in respect of the other party is completed.

Termination Fee

The Acquisition Agreement provides that Wheaton River is required to pay to Goldcorp a termination fee of US$35 million if:

(a)	the Acquisition Agreement is terminated in the circumstances described in paragraphs (c) or (d) under “Termination” above;
(b)	if the Board of Directors fails to reaffirm its recommendation of the Goldcorp Offer by press release within a reasonable time after the public announcement or commencement of any Acquisition Proposal; or
(c)	on or after December 5, 2004 and prior to the expiry of the Goldcorp Offer, an Acquisition Proposal in respect of Wheaton River is publicly announced or any person has publicly announced an intention to make such Acquisition Proposal, and such Acquisition Proposal either has been accepted or has not expired, been withdrawn or been publicly abandoned, and (A) the Goldcorp Offer is not completed as a result of the Minimum Tender Condition not having been met, and (B) such Acquisition Proposal is completed on or prior to September 30, 2005.

The Acquisition Agreement provides that Goldcorp is required to pay to Wheaton River a termination fee of US$35 million if:

(a)

the Acquisition Agreement is terminated in the circumstances described in paragraphs (e), (f) or (i) under “Termination” above (including where the shareholders of Goldcorp do not approve the issuance of Goldcorp Shares pursuant to the Goldcorp Offer and the Subsequent Acquisition Transaction); or

(b)

on or after December 5, 2004 and prior to the expiry of the Goldcorp Offer, an Acquisition Proposal in respect of Goldcorp is publicly announced or any person has publicly announced an intention to make such Acquisition Proposal, and such Acquisition Proposal either has been accepted or has not expired, been withdrawn or been publicly abandoned, and (A) the Goldcorp Offer is not commenced or completed, and (B) such Acquisition Proposal is completed on or prior to September 30, 2005.

	In the event that the Acquisition Agreement is terminated as a result of a party’s failure to comply with its respective covenants and obligations under the Acquisition Agreement or as a result of such party’s representations and warranties under the Acquisition Agreement not being true and correct and the terminating party has complied with its covenants and obligations and its representations and warranties are true and correct, such party is required to pay to the terminating party a termination fee of US$35 million.
6.	Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102
	Not applicable.
7.	Omitted Information
	Not applicable.
8.	Executive Officer
	For further information contact Peter Barnes, Executive Vice President and Chief Financial Officer of Wheaton River at (604) 696-3000.
9.	Date of Material Change Report
	December 31, 2004.
	SIGNED at Vancouver, British Columbia.

Per: /s/ IAN TELFER Ian Telfer
Chairman and Chief Executive Officer

EX-99.23

WHEATON RIVER MINERALS LTD
Third Quarter Report
September 30, 2004

Management’s Discussion and Analysis
of Results of Operations and Financial Condition
Nine Months Ended September 30, 2004

This Management’s Discussion and Analysis should be read in conjunction with the Company’s unaudited consolidated financial statements for the nine months ended September 30, 2004 and related notes thereto which have been prepared in accordance with Canadian generally accepted accounting principles. In addition, the following should be read in conjunction with the 2003 audited consolidated financial statements, the related annual Management’s Discussion and Analysis, and the Annual Information Form/40F on file with the US Securities and Exchange Commission and Canadian provincial securities regulatory authorities. All figures are in United States dollars unless otherwise noted. This Management’s Discussion and Analysis has been prepared as of November 9, 2004.

THIRD QUARTER HIGHLIGHTS

• Net earnings of $31.4 million ($0.06 per share), compared with $14.7 million ($0.03 per share) in 2003.

• Operating cash flows of $46.2 million (2003 — $31.5 million).

• Sales of 149,700 gold equivalent ounces and 36.4 million pounds of copper (2003 — 126,100 gold equivalent ounces and 28.3 million pounds of copper).

• Total cash costs of minus $37 per gold equivalent ounce (2003; $98).

• Debt-free, following repayment of $65.5 million of debt during the quarter.

• $86.3 million cash distribution received from Alumbrera.

• Entered into a $300 million acquisition facility, increasing cash resources available for acquisitions to $500 million.

• Silver Wheaton transaction completed on October 15, 2004, resulting in Wheaton holding 75% of a pure silver company having a market capitalization of approximately $500 million (Wheaton’s share — $375 million).

• Unsolicited takeover bid from Coeur d’Alene Mines successfully rejected.

OVERVIEW

Wheaton River Minerals Ltd. (“Wheaton” or the “Company”) is a growth-oriented precious metals mining company with operations in Mexico, Argentina, Brazil and Australia.

During 2002 Wheaton acquired the Luismin gold/silver mines in Mexico, followed by the 2003 acquisition of a 37.5% interest in the world-class Alumbrera gold/copper mine in Argentina and 100% of the Peak gold mine in Australia. The Company also acquired the Los Filos gold project in Mexico in 2003 and in January, 2004, acquired the Amapari gold project in northern Brazil.

In continuation of this growth strategy, during March 2004, Wheaton and IAMGold Corporation (“IAMGold”) announced that their boards of directors had agreed to combine the two companies, subject to shareholder approvals and certain other conditions. On July 6, 2004, IAMGold did not receive the necessary shareholder approvals and Wheaton terminated the agreement to combine with IAMGold.

In May 2004, Coeur d’Alene Mines Corporation (“Coeur”) launched an unsolicited takeover bid for Wheaton. In early September 2004, Wheaton’s Board of Directors recommended that Wheaton shareholders reject the Coeur offer as being financially inadequate and highly dilutive. On September 28, 2004 Coeur announced that their bid had failed.

Wheaton is now unhedged, debt-free and has available cash resources of $500 million to pursue further growth opportunities.

Summarized Financial Results

	September 30					June 30				March 31					December 31
	2004			2003		2004		2003		2004			2003		2003			2002
(Notes 2 and 3)
Sales ($000’s)	$	103,251		$	63,142	$	89,268	$	28,814	$	113,204		$	17,257	$	103,420		$	17,938
• Gold (ounces)		120,700			105,400		123,000		92,600		129,700			35,100		136,200			32,300
• Silver (ounces)		1,792,000			1,515,900		1,654,500		1,500,500		1,612,900			1,561,900		1,475,900			1,672,200
• Gold equivalent (ounces) (Note 1)		149,700			126,100		148,700		112,400		156,500			55,600		156,000			55,600
• Copper (lbs)		36,405,200			28,296,800		32,499,000		28,139,400		42,879,500			3,551,000		53,731,500			—
Net earnings ($000’s)	$	31,377		$	14,689	$	21,120	$	11,088	$	33,671		$	4,064	$	27,818		$	2,577
Earnings per share
• Basic	$	0.06		$	0.03	$	0.04	$	0.03	$	0.06		$	0.02	$	0.06		$	0.01
• Diluted	$	0.05		$	0.03	$	0.03	$	0.03	$	0.05		$	0.02	$	0.05		$	0.01
Cash flow from operations ($000’s)	$	46,242		$	31,453	$	38,941	$	20,990	$	61,848		$	9,752	$	64,483		$	5,631
Average realized gold price ($’s per ounce)	$	402		$	366	$	388	$	353	$	412		$	347	$	385		$	323
Average realized silver price ($’s per ounce)	$	6.47		$	5.00	$	6.09	$	4.61	$	6.78		$	4.64	$	5.29		$	4.51
Average realized copper price ($’s per lb)	$	1.38		$	0.81	$	1.22	$	0.74	$	1.33		$	0.68	$	0.96		$	—
Total cash costs (per gold equivalent ounce) (Note 4)	$	(37	)	$	98	$	19	$	90	$	(67	)	$	175	$	(39	)	$	186
Cash and cash equivalents ($000’s)	$	90,004		$	128,037	$	103,482	$	55,140	$	173,814		$	20,540	$	151,878		$	22,936
Total assets ($000’s)	$	984,128		$	711,648	$	1,001,161	$	618,419	$	1,039,387		$	377,267	$	891,005		$	152,098
Long-term debt ($000’s)	$	—		$	152,342	$	65,463	$	177,342	$	132,783		$	—	$	122,423		$	—
Shareholders’ equity ($000’s)	$	735,516		$	436,773	$	701,821	$	331,038	$	679,901		$	314,900	$	556,118		$	108,054

(1)	Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the three months ended September 30, 2004, the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 — 73).
(2)	Includes Peak’s results from March 18, 2003 onwards.
(3)	Includes, with the exception of sales, 25% of Alumbrera’s total operating results for the period March 18 to June 23, 2003, and 37.5% of the results for the period June 24, 2003 onwards. Sales include 37.5% of Alumbrera’s total sales for the period from June 24, 2003 onwards. Prior to June 24, 2003, the Company used the equity method to account for its 25% investment in Alumbrera.
(4)	The calculation of total cash costs per ounce for Peak and Alumbrera is net of by-product copper sales revenue.

RESULTS OF OPERATIONS

	Three Months Ended September 30, 2004
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
	(Note 1)		(Note 2)		(Note 3)
Sales ($000’s)	$	24,406	$	14,610	$	65,049		$	—	$	(814	)	$	103,251
• Gold (ounces)		33,400		33,100		54,200			—		—			120,700
• Silver (ounces)		1,792,000		—		—			—		—			1,792,000
• Gold equivalent (ounces)(Note 1)		62,400		33,100		54,200			—		—			149,700
• Copper (lbs)		—		1,491,500		34,913,700			—		—			36,405,200
Net earnings (loss) ($000’s)	$	8,611	$	4,563	$	23,996		$	181	$	(5,974	)	$	31,377
Average realized gold price ($’s per ounce)	$	402	$	400	$	405		$	—	$	—		$	402
Average realized silver price ($’s per ounce)	$	6.47	$	—	$	—		$	—	$	—		$	6.47
Average realized copper price ($’s per lb)	$	—	$	1.29	$	1.38		$	—	$	—		$	1.38
Total cash costs (per gold equivalent ounce)	$	150	$	161	$	(374	)	$	—	$	—		$	(37	)

	Three Months Ended September 30, 2003
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
	(Note 1)		(Note 2)		(Note 3)
Sales ($000’s)	$	17,152	$	14,639	$	31,351		$	—	$	—		$	63,142
• Gold (ounces)		27,600		39,200		38,600			—		—			105,400
• Silver (ounces)		1,515,900		—		—			—		—			1,515,900
• Gold equivalent (ounces) (Note 1)		48,300		39,200		38,600			—		—			126,100
• Copper (lbs)		—		1,843,000		26,453,800			—		—			28,296,800
Net earnings (loss) ($000’s)	$	4,145	$	1,721	$	8,919		$	—	$	(96	)	$	14,689
Average realized gold price ($’s per ounce)	$	366	$	365	$	366		$	—	$	—		$	366
Average realized silver price ($’s per ounce)	$	5.00	$	—	$	—		$	—	$	—		$	5.00
Average realized copper price ($’s per lb)	$	—	$	0.80	$	0.81		$	—	$	—		$	0.81
Total cash costs (per gold equivalent ounce)	$	180	$	223	$	(132	)	$	—	$	—		$	98

(1)	Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the three months ended September 30, 2004 the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 — 73).
(2)	The calculation of total cash costs per ounce of gold at Peak is net of by-product copper sales revenue.
(3)	Includes Wheaton’s 37.5% share of the results of Alumbrera. The calculation of total cash costs per ounce of gold for Alumbrera is net of by-product copper sales revenue. If copper production were treated as a co-product, average total cash costs at Alumbrera for the three months ended September 30, 2004 would be $185 per ounce of gold and $0.53 per pound of copper (September 30, 2003 — $151 per ounce of gold and $0.41 per pound of copper).

	Nine Months Ended September 30, 2004
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
	(Note 1)		(Note 2)		(Note 4)
Sales ($000’s)	$	70,830	$	44,054	$	193,514		$	—	$	(2,675	)	$	305,723
• Gold (ounces)		99,300		99,500		174,600			—		—			373,400
• Silver (ounces)		5,059,400		—		—			—		—			5,059,400
• Gold equivalent (ounces) (Note 1)		180,800		99,500		174,600			—		—			454,900
• Copper (lbs)		—		5,468,600		106,315,100			—		—			111,783,700
Net earnings (loss) ($000’s)	$	18,888	$	10,933	$	71,768		$	396	$	(15,817	)	$	86,168
Average realized gold price ($’s per ounce)	$	401	$	395	$	404		$	—	$	—		$	401
Average realized silver price ($’s per ounce)	$	6.44	$	—	$	—		$	—	$	—		$	6.44
Average realized copper price ($’s per lb)	$	—	$	1.30	$	1.31		$	—	$	—		$	1.31
Total cash costs (per gold equivalent ounce)	$	159	$	184	$	(346	)	$	—	$	—		$	(29	)

	Nine Months Ended September 30, 2003
	Luismin		Peak		Alumbrera			Amapari		Corporate			Total
	(Note 1)		(Note 2)		(Notes 3 and 4)
Sales ($000’s)	$	47,908	$	25,719	$	35,586		$	—	$	—		$	109,213
• Gold (ounces)		78,200		70,800		84,100			—		—			233,100
• Silver (ounces)		4,578,300		—		—			—		—			4,578,300
• Gold equivalent (ounces) (Note 1)		139,200		70,800		84,100			—		—			294,100
• Copper (lbs)		—		1,843,000		58,144,200			—		—			59,987,200
Net earnings (loss) ($000’s)	$	10,225	$	2,898	$	17,142		$	—	$	(424	)	$	29,841
Average realized gold price ($’s per ounce)	$	356	$	355	$	358		$	—	$	—		$	356
Average realized silver price ($’s per ounce)	$	4.75	$	—	$	—		$	—	$	—		$	4.75
Average realized copper price ($’s per lb)	$	—	$	0.82	$	0.77		$	—	$	—		$	0.77
Total cash costs (per gold equivalent ounce)	$	188	$	230	$	(108	)	$	—	$	—		$	114

(1)	Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the nine months ended September 30, 2004 the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 — 75).
(2)	Peak results include the Company’s 100% interest from March 18, 2003 onwards. The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue.
(3)	Includes, with the exception of sales, 25% of Alumbrera’s total operating results for the period March 18 to June 23, 2003, and 37.5% of the results for the period June 24, 2003 onwards. Sales include 37.5% of Alumbrera’s total sales for the period from June 24, 2003 onwards. Prior to June 24, 2003, the Company used the equity method to account for its 25% investment in Alumbrera.
(4)	The calculation of total cash costs per ounce of gold for Alumbrera is net of by-product copper sales revenue. If copper production were treated as a co-product, average total cash costs at Alumbrera for the nine months ended September 30, 2004 would be $163 per ounce of gold and $0.50 per pound of copper (September 30, 2003 — $145 per ounce of gold and $0.39 per pound of copper).

OPERATIONAL REVIEW

Luismin Mines

	Sep 30		Jun 30		Mar 31		Dec 31		Sep 30
	2004		2004		2004		2003		2003
• Ore mined (tonnes)		191,800		198,200		214,000		181,800		186,300
• Ore milled (tonnes)		187,800		192,600		209,800		176,000		182,800
• Grade — Gold (grams/tonne)		5.95		5.61		5.19		5.21		5.01
— Silver (grams/tonne)		326.23		302.17		266.00		291.15		285.88
• Recovery — Gold (%)		95		95		94		97		97
— Silver (%)		91		89		90		90		91
• Production — Gold (ounces)		34,200		33,300		32,700		28,100		28,300
— Silver (ounces)		1,798,700		1,664,400		1,615,500		1,483,300		1,520,700
— Gold equivalent (ounces) (Note 1)		63,100		59,600		59,100		48,000		49,200
• Sales — ($’000’s)	$	24,406	$	22,709	$	23,715	$	18,343	$	17,152
— Gold (ounces)		33,400		33,500		32,400		28,100		27,600
— Silver (ounces)		1,792,000		1,654,500		1,612,900		1,475,900		1,515,900
— Gold equivalent (ounces) (Note 1)		62,400		59,200		59,200		47,900		48,300
• Net earnings ($’000’s)	$	8,611	$	4,636	$	5,641	$	577	$	4,145
• Average realized gold price ($’s per ounce)	$	402	$	392	$	410	$	393	$	366
• Average realized silver price ($’s per ounce)	$	6.47	$	6.09	$	6.78	$	5.29	$	5.00
• Total cash costs (per gold equivalent ounce)	$	150	$	159	$	170	$	179	$	180

(1) Gold and silver are accounted for as co-products at the Luismin mines. Silver sales are converted into gold sales using the ratio of the average gold price to the average silver price for the period. For the three months ended September 30, 2004 the equivalency ratio was 62 ounces of silver equals one ounce of gold sold (September 30, 2003 — 73).

During the third quarter of 2004, the Luismin gold/silver operations in Mexico sold 62,400 gold equivalent ounces, compared with sales of 48,300 gold equivalent ounces in the same period of 2003. This 29% increase was primarily due to increased gold and silver grades processed. Sales revenue increased 42% from the same period in 2003, due to the increased volumes sold and increases in the price of gold (+10%) and silver (+29%).

Total cash costs were $150 per gold equivalent ounce in the third quarter of 2004, compared with $180 during the third quarter of 2003 and $159 in the second quarter of 2004, mainly due to the increased gold and silver grades processed.

General and administrative expenses for the third quarter of 2004 were $932,000, compared with $937,000 in the same period of 2003 and $1,253,000 in the second quarter of 2004. Income tax expense, which typically approximates 33%, was 23%, contributing approximately $1.0 million of net earnings for the quarter. The reduced tax rate for the quarter arose primarily as a result of higher tax deductions on inter-company financing from Wheaton.

As a result, Luismin generated net earnings of $8,611,000 for the quarter, more than double the 2003 third quarter earnings.

Throughout 2004 significant exploration results have been achieved at the Luismin mines; including deep and on-strike extensions of the San Dimas central block veins and new discoveries, including the Itzel vein system and the Paula and Nancy veins. During the third quarter the development of these veins have continued with very good results. At San Martin, Cuerpo 30 has also proved to be more significant in size than expected, and development has reached Cuerpo 31, where drill results indicate better than expected grades. The exploration results have been achieved through a combination of geophysical surveys, deep diamond drilling and underground development, and are currently in the process of being fully quantified.

Peak Mine

	Sep 30		Jun 30		Mar 31		Dec 31		Sep 30
	2004		2004		2004		2003		2003
• Ore mined (tonnes)		144,400		114,000		178,300		219,200		352,700
• Ore milled (tonnes)		162,200		164,600		170,800		153,100		157,500
• Grade — Gold (grams/tonne)		7.94		7.04		6.44		5.93		7.81
— Copper (%)		0.55		0.55		0.83		0.54		0.53
• Recovery — Gold (%)		89		89		91		88		85
— Copper (%)		81		68		82		77		84
• Production — Gold (ounces)		37,100		32,900		32,100		25,700		33,600
— Copper (lbs)		1,590,200		1,331,300		2,578,900		1,396,800		1,438,100
• Sales — ($’000’s)	$	14,610	$	14,137	$	15,307	$	10,756	$	14,639
— Gold (ounces)		33,100		33,000		33,400		26,500		39,200
— Copper (lbs)		1,491,500		1,384,900		2,592,200		1,121,100		1,843,000
• Net earnings ($’000’s)	$	4,563	$	3,132	$	3,238	$	2,379	$	1,721
• Average realized gold price ($’s per ounce)	$	400	$	379	$	405	$	391	$	365
• Average realized copper price ($’s per lb)	$	1.29	$	1.28	$	1.29	$	0.90	$	0.80
• Total cash costs (per ounce) (Note 1)	$	161	$	172	$	217	$	302	$	223

(1) The calculation of total cash costs per ounce of gold is net of by-product copper sales revenue.

Peak sold 33,100 ounces of gold and 1.5 million pounds of copper during the three months ended September 30, 2004, compared with 39,200 ounces of gold and 1.8 million pounds of copper during the same period of 2003. Despite this decrease in sales volumes, sales revenue was almost unchanged from 2003, as a result of higher gold (+10%) and copper (+61%) prices.

Ore mined for the third quarter was 144,400 tonnes, down significantly from the same period last year, due primarily to ceasing production from the New Cobar open pit in the first quarter of 2004. Since that date, all ore mined has been from underground operations.

Gold production for the third quarter increased 13% as compared with the second quarter, as a result of increased grades processed. Copper production increased 19%, as compared with the second quarter, as a result of increased recoveries (81% versus 68%). Second quarter recoveries were unusually low as a result of processing 50,000 tonnes of stockpiled open pit ore during the quarter.

Total cash costs averaged $161 per ounce (net of by-product copper sales revenue) during the quarter, compared with $223 per ounce during the comparative quarter in 2003. Approximately $35 per ounce of this improvement is attributable to cost improvements implemented since June 2003, which were achieved despite a 7% strengthening in the average Australian/US dollar exchange rate. Total cash costs were further reduced by approximately $25 per ounce due to higher by-product copper credits resulting from the 61% increase in copper prices.

Negotiations were completed on a new power supply contract during the quarter. This process resulted in a four year contract being finalized at prices substantially lower than those in place prior to Wheaton’s purchase of Peak. The ongoing commercial review of the mine operations has consistently resulted in the reduction of unit prices of supplies and contracts. An agreement for the ongoing sale of copper/gold concentrate until the end of 2005 was also completed during the quarter.

As a result, Peak generated net earnings of $4,563,000 for the quarter, its most profitable result in more than two years.

Development of the New Cobar decline was commenced during the quarter, from a portal in the recently completed New Cobar open pit. As at September 30, 2004, the decline had been advanced 275 meters and is destined to allow development of ore below the old open pit. Production from this ore body is expected to commence in late 2005.

Exploration activity continued in the quarter with drilling at Chesney, Gladstone, Great Cobar and Illewong. Positive results included getting a clear indication of significant mineralization within Chesney in areas previously considered to be barren. The drilling at Illewong, a grass roots area, showed indications of gold mineralization.

Alumbrera Mine (Wheaton interest — 37.5%)

	Sep 30			Jun 30			Mar 31			Dec 31			Sep 30
(Wheaton’s share only)	2004			2004			2004			2003			2003
• Ore mined (tonnes)		2,935,000			3,113,700			2,836,900			2,409,000			2,219,300
• Ore milled (tonnes)		3,400,600			3,222,200			3,171,400			3,415,000			3,043,100
• Grade — Gold (grams/tonne)		0.65			0.64			0.80			0.94			0.83
— Copper (%)		0.54			0.49			0.58			0.69			0.67
• Recovery — Gold (%)		77			74			77			74			73
— Copper (%)		89			88			91			89			89
• Production — Gold (ounces)		55,200			49,200			62,800			75,900			59,000
— Copper (lbs)		36,151,200			30,193,700			36,512,700			47,098,200			39,895,700
• Sales — ($’000’s)	$	65,049		$	53,353		$	75,112		$	74,320		$	31,351
— Gold (ounces)		54,200			56,500			63,900			81,600			38,600
— Copper (lbs)		34,913,700			31,114,100			40,287,300			52,610,400			26,453,800
• Net earnings ($’000’s)	$	23,996		$	16,923		$	30,849		$	26,015		$	8,919
• Average realized gold price ($’s per ounce)	$	405		$	388		$	417		$	379		$	366
• Average realized copper price ($’s per lb)	$	1.38		$	1.21		$	1.33		$	0.96		$	0.81
• Total cash costs (per ounce) (Note 1)	$	(374	)	$	(218	)	$	(435	)	$	(277	)	$	(132	)

(1) The calculation of total cash costs per ounce of gold for Alumbrera is net of by-product copper sales revenue. If copper production were treated as a co-product, third quarter 2004 average total cash costs at Alumbrera for the three months ended September 30, 2004 would be $185 per ounce of gold and $0.53 per pound of copper (September 30, 2003 — $151 per ounce of gold and $0.41 per pound of copper). This year-on-year increase in total cash costs primarily arises as a result of a 22% decrease in gold grades milled and a 19% decrease in copper grades milled, as compared with the third quarter of 2003.

Wheaton’s share of Alumbrera’s third quarter 2004 sales amounted to 54,200 ounces of gold and 34.9 million pounds of copper, compared with 38,600 ounces of gold and 26.5 million pounds of copper during the third quarter of 2003. The 2003 sales were unusually low, as a result of product shipments late in the quarter (Wheaton’s share — 20,400 ounces of gold and 13.4 million pounds of copper) not being recognized in sales until the fourth quarter. Gold and copper production was higher than in the second quarter in accordance with the mine plan, and fourth quarter production is anticipated to increase further.

The third quarter average realized copper price of $1.38 per pound was significantly higher than the 2003 price of $0.81 per pound and was the primary reason for the lower total cash costs in 2004 versus 2003, which are presented net of by-product copper sales revenue.

Mill production during the quarter achieved two consecutive months of over 3 million tonnes throughput (100% basis) as the newly commissioned flotation plant is optimized. This increased throughput is expected to continue.

During the quarter, Alumbrera commenced accruing cash taxes payable, which will be due in May, 2005. Wheaton’s share at September 30, 2004 amounted to $22.7 million.

Wheaton’s share of Alumbrera’s net earnings for the quarter amounted to $24.0 million, a significant increase as compared with the 2003 earnings of $8.9 million.

During the third quarter, Wheaton received a cash distribution from Alumbrera of $86.3 million (2003 — $22.5 million). This followed the early repayment of the Alumbrera bank debt during the second quarter of 2004, allowing all future cash generated by the mine operations to be distributable to the owners.

PROJECT DEVELOPMENT REVIEW

Amapari Project

Construction and development activity at the Amapari open pit heap leach project in northern Brazil accelerated during the period, with design work on the project over 90% complete at quarter end. Project construction manning numbers have reached over 890 and will rise to a peak of about 1,200 before reducing considerably for commissioning and operations in the fourth quarter of 2005.

The site civil works program has been running at over 50,000 tonnes per day of cut and fill earth movement. The permanent access road was opened with completion expected in November, thus eliminating the use of the longer, less efficient, exploration access road.

Equipment and contract commitments now include the plant tankage and heap leach and pond liners. All mining equipment has now been ordered with some trucks already working on the site. Pit pre-stripping will commence in earnest in the fourth quarter of 2004. Equipment delivery of crushers, and heap leach stackers and reclaimers, will occur in the fourth quarter with erection to immediately follow.

Infill drilling of the ore bodies continued with over 8,000 meters of drilling completed year to date. This drilling is designed to more finely define the ore bodies for detailed operational mine planning. Results so far clearly confirm the known ore boundaries and may increase the reserve. A revised ore reserve estimate as at December 31, 2004 will be completed early in 2005.

House refurbishment activity continued in the existing nearby town of Serra de Navio where senior operations staff will be accommodated. The permanent senior operations management team is largely in place with detailed planning for mine commissioning well underway.

The operations team has embarked on a number of sustainable development initiatives in the community including local business development, health and education support, and training in agricultural methods.

This commitment to sustainable development will continue for the life of the project as it does at all Wheaton operations in accordance with corporate philosophies.

Capital expenditures of $8,651,000 during the quarter were in line with the budget.

Los Filos Project

The Los Filos project in Mexico continues to advance well. Since Los Filos was acquired in November 2003, over 20,000 meters of core drilling has been completed, primarily to provide metallurgical samples, improve geotechnical information, increase resource confidence and for condemnation in areas where mineralization was not closed off by previous drilling. Step out drilling has been successful to the east, with the best result from drill hole LF18-04, reporting 3.77 g/t of gold over 48 meters of core length. Drilling continues in this zone.

Wheaton has recently received an updated resource model for Los Filos from Snowden Mineral Industry Consultants of Vancouver, Canada, which demonstrates an increase in the global resource at Los Filos of over 15% since acquisition, as a result of exploration success.

Wheaton is pleased to report the following in-pit resources, defined using measured and indicated resources and a US$375 gold price. This in-pit resource captures over 80% of the measured and indicated global resource contained metal, and continued drilling to improve the confidence level of the inferred resources outside the pit shell is underway.

			Gold		Contained
Resource Class	Ore		Grade		Gold
	Tonnes (000’s)		(grams/tonne)		Ounces (000’s)
Measured Mineral Resource:
Crush-Leach (+0.5 g/t gold)		12,453		1.05		421
ROM Leach (0.22-0.5 g/t gold)		5,130		0.37		61
Total Measured Resource		17,583		0.85		482
Indicated Mineral Resource:
Crush-Leach (+0.5 g/t gold)		28,000		1.43		1,286
ROM Leach (0.22-0.5 g/t gold)		16,364		0.34		178
Total Indicated Resource		44,364		1.03		1,465
Measured and Indicated Resource:
Crush-Leach (+0.5 g/t gold)		40,453		1.31		1,707
ROM Leach (0.22-0.5 g/t gold)		21,494		0.35		240
Total Measured and Indicated Resource		61,947		0.98		1,947
Inferred Mineral Resource:
Crush-Leach (+0.5 g/t gold)		2,621		0.97		81
ROM Leach (0.22-0.5 g/t gold)		3,105		0.34		34
Total Inferred Resource		5,726		0.63		116

• This resource estimate is calculated as of September 30, 2004 in accordance with the standards of Canadian Institute of Mining, Metallurgy, and Petroleum National Instrument 43-101 (“NI 43-101”).

• Resource estimate by Andrew P. Ross, P.Geo. of Snowden Mining Industry Consultants, Vancouver. Optimization Pit Shell reported by Mike Hester, P.Eng., of Independent Mining Consultants, Tucson, Arizona. Both are Qualified Persons as per NI 43-101.

•	Drilling, sampling, and sample security under the supervision of Reynaldo Rivera, Luismin Chief Geologist and member of AUSIMM, and Randy V.J. Smallwood, P.Eng., Director, Project Development for Wheaton River Minerals Ltd. Procedures reviewed and approved by Andrew Ross, P.Geo., of Snowden Mineral Industry Consultants. All are Qualified Persons as per NI 43-101.
•	Mineral resources do not have demonstrated economic viability.
	The metallurgical testing program is nearly complete, and heap pad geotechnical investigations have been completed. The Los Filos Feasibility Study is expected to be completed by March 31, 2005, incorporating the revised resource model. Permitting and community discussions are well under way, with a surface rights agreement signed with the local community that covers all surface areas of the project. Wheaton anticipates production from Los Filos early in 2006.

Corporate

	Three Months Ended						Nine Months Ended
	September 30						September 30
(in thousands)	2004			2003			2004			2003
General and administrative expenses	$	(1,526	)	$	(980	)	$	(5,448	)	$	(3,131	)
Interest and finance fees		(1,037	)		(930	)		(2,565	)		(1,026	)
Gain on sale of marketable securities		1,316			1,231			1,415			2,005
Corporate transaction costs		(1,427	)		—			(4,238	)		—
Share purchase option expense		(344	)		—			(1,429	)		(293	)
Amortization		(884	)		(378	)		(1,563	)		(421	)
Other		(2,072	)		746			(2,969	)		1,831
Loss before income taxes		(5,974	)		(311	)		(16,797	)		(1,035	)
Income tax recovery		—			215			980			611
Corporate net loss	$	(5,974	)	$	(96	)	$	(15,817	)	$	(424	)

Increased corporate activity resulted in higher general and administrative expenses during 2004 in comparison with 2003.

Interest and finance fees relate primarily to the June 2003 bank debt financing to acquire an additional 12.5% interest in Alumbrera. This debt was fully repaid during the quarter out of cash on hand.

Corporate transaction costs for the third quarter mainly represent costs incurred to successfully reject the unsolicited bid by Coeur which concluded September 28, 2004 when they announced they had failed to garner enough support to pursue their bid. Also included are additional costs incurred for the previously proposed business combination with IAMGold. On July 6, 2004, IAMGold did not receive the necessary shareholder approvals to effect the proposed combination and Wheaton terminated the agreement with IAMGold.

Effective January 1, 2004, the Company retroactively adopted the amended recommendations of the CICA Handbook Section 3870, “Stock-Based Compensation and other Stock-based Payments”, whereby the fair value of all stock options granted is estimated using the Black-Scholes method and are recorded in operations over their vesting periods. In 2003, stock-based awards made to non-employees were recognized and measured using the fair value based method at the date of grant, whereas for stock options granted to employees and directors, no expense was recorded. The amended recommendations have been applied retroactively from January 1, 2002 in the financial statements, 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.

The total compensation expense recognized in the statement of operations for share purchase options granted in the three months ended September 30, 2004 amounted to $344,000 (nine months ended September 30, 2004 — $1,429,000). Had the same basis been applied to 2003 share purchase options granted, net earnings would have been as follows:

	Three Months Ended			Nine Months Ended
(in thousands, except per share amounts)	Sep 30, 2003			Sep 30, 2003
Net earnings	$	14,689		$	29,841
Additional compensation expense of employees		(124	)		(9,181	)
Pro forma net earnings	$	14,565		$	20,660
Pro forma basic and diluted earnings per share	$	0.03		$	0.05

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%), an annual risk free interest rate of 3% (2003 — 4%) and expected lives of three years (2003 — three years).

Amortization expense was higher for the quarter as compared with 2003 as it includes amortization of debt issue costs on the recent $300 million acquisition facility entered into in August 2004. Other expenses include the amortization against sales of the cost of gold put options, which were required to be purchased under the Company’s June 2003 debt financing.

No significant cash taxes were paid during 2004.

Non GAAP measures — total cash cost per gold equivalent ounce calculation

The Company reports total cash costs on a sales basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The following table provides a reconciliation of total cash costs per ounce to the financial statements:

	Three Months Ended						Nine Months Ended
	September 30						September 30
(in thousands, except per ounce amounts)	2004			2003			2004			2003
Cost of sales per financial statements	$	37,970		$	28,446		$	111,773		$	53,292
Alumbrera equity adjustment (Note 1)		—			—			—			(1,769	)
Treatment and refining charges		7,053			6,158			21,956			6,362
Non-cash adjustments		(1,198	)		(318	)		(2,665	)		—
By-product copper sales		(51,275	)		(23,427	)		(149,182	)		(26,381	)
Royalties		1,929			1,480			4,723			1,905
	$	(5,521	)	$	12,339		$	(13,395	)	$	33,409
Divided by gold equivalent ounces sold		149,700			126,100			454,900			294,100
Total cash costs per ounce	$	(37	)	$	98		$	(29	)	$	114

(1) Total cash costs are calculated as if the Company’s initial acquisition of a 25% interest in Alumbrera had been accounted for on a proportionately consolidated basis. The consolidated financial statements however present the initial 25% interest using the equity method until the Company increased its interest to 37.5% on June 24, 2003, and thereafter accounted for its interest on a proportionately consolidated basis.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2004 the Company had cash and cash equivalents of $90.0 million (December 31, 2003 — $151.9 million) and working capital of $115.4 million (December 31, 2003 — $147.5 million).

In the opinion of management, the working capital at September 30, 2004, together with cash flows from operations, are sufficient to support the Company’s normal operating requirements on an ongoing basis.

Total assets increased to $984.1 million at September 30, 2004 from $891.0 million at December 31, 2003. Contributing to the growth was the January 9, 2004 acquisition of the Amapari gold project located in northern Brazil for $25 million in cash, 33.0 million Wheaton River common shares and 21.5 million Wheaton River Series “B” common share purchase warrants. Based upon the trading price of the common shares and warrants at the time of closing, this represents aggregate consideration of approximately $114.6 million, including $1.1 million of acquisition costs.

During the quarter, the Company generated operating cash flows of $46,242,000, compared with $31,453,000 during the same period of 2003. For the nine months to September 30, 2004, operating cash flows were $147,031,000, compared with $62,195,000 in 2003.

During 2003, the Company entered into a $75 million bank loan facility which consisted of a $50 million term loan bearing interest at LIBOR plus 2.75% and a $25 million revolving working capital facility bearing interest at LIBOR plus 3%. During June 2004, the Company amended the facility such that the full $75 million 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 set repayment terms, and matures in June 2007. The balance of this facility at September 30, 2004 was $nil (December 31, 2003 — $45,000,000).

During 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 prepay 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. Related debt issue costs during the quarter of $6,733,000 have been deferred and, to September 30, 2004, $561,000 has been amortized to earnings.

During the quarter, Wheaton repaid long-term debt of $65,463,000. As a result, total long-term debt at September 30, 2004 was $nil, compared with $122,423,000 at December 31, 2003.

During the three months ended September 30, 2004, the Company disposed of marketable securities for a gain of $1,316,000 and invested a total of $21,945,000 in property, plant and equipment, including $6,325,000 at the Luismin operations, $2,948,000 at Peak, $4,016,000 at Alumbrera and $8,651,000 at Amapari.

As of November 9, 2004, there were 570,289,000 common shares of the Company issued and outstanding. In addition, the Company had 22,499,000 stock options outstanding under its share option plan and 176,359,000 share purchase warrants outstanding.

Derivative instruments

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. In 2003, the Company acquired put options to sell gold at a price of $300 per ounce during the period from January 2004 to June 2008. At September 30, 2004, the Company held put options to sell 569,000 ounces of gold and the fair value of these options was $585,000. During 2003, the Company also entered into a gold-indexed interest rate swap transaction which has a fair value at September 30, 2004 of minus $1,435,000.

Commitments

Commitments exist for capital expenditures in 2004 and 2005 of $18,641,000 and $3,378,000 respectively.

Long-term debt

The Company repaid all long-term debt during the quarter.

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 the third quarter of 2004, Endeavour was paid consulting and financial advisory fees of $1,234,000 (2003 — $30,000), 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.

OUTLOOK

The Company has planned capital expenditures for the remainder of 2004 of approximately $33 million. Of these, approximately
$16 million will be incurred at Amapari, $5 million at Peak, $2 million at Alumbrera, and $10 million at the Luismin operations (of which $3 million relates to Los Filos and $7 million to San Dimas and San Martin).

On October 15, 2004, Wheaton and Chap Mercantile Inc. (“Silver Wheaton”) announced the closing of the previously disclosed Silver Wheaton transaction. Pursuant to the transaction, Silver Wheaton agreed to purchase 100% of the silver produced by Wheaton’s Luismin mining operations in Mexico for an upfront payment of Cdn$46 million in cash and 540 million Silver Wheaton common shares plus a payment of $3.90 per ounce of delivered refined silver, subject to adjustment. As a result, effective October 15, 2004, Wheaton owned approximately 75% of the shares of Silver Wheaton and will consolidate Silver Wheaton’s financial statements from that date.

In 2004, Wheaton expects to produce approximately 600,000 gold equivalent ounces at a cash cost of less than $50 per ounce. By 2006, with the Los Filos and Amapari projects in operation, overall production will increase to 900,000 gold equivalent ounces at a total cash cost of less than $100 per ounce.

Additional information relating to the Company, including its Annual Information Form, is available on SEDAR at www.sedar.com.
This Management’s Discussion & Analysis contains certain forward-looking statements. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding future plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed in Company documents filed from time to time with the Toronto Stock Exchange and other regulatory authorities.

Consolidated Statements of Operations

(US dollars and shares in thousands, except per share amounts — Unaudited)

			Three Months Ended						Nine Months Ended
			September 30						September 30
	Note		2004			2003			2004		2003
Sales			$	103,251		$	63,142		$	305,723	$	109,213
Cost of sales				37,970			28,446			111,773		53,292
Royalties				1,929			1,480			4,723		1,905
Depreciation and depletion				12,503			11,414			36,546		16,967
Reclamation				258			117			767		351
				52,660			41,457			153,809		72,515
Earnings from mining operations				50,591			21,685			151,914		36,698
Expenses and other income
General and administrative				2,458			1,917			8,867		6,208
Interest and finance fees				920			1,712			4,859		2,119
Exploration				740			496			2,164		1,399
Amortization				884			463			2,703		605
Corporate transaction costs		4		1,427			—			4,238		—
Other (income) expense		5		(977	)		(3,887	)		893		(5,800	)
				5,452			701			23,724		4,531
Earnings before the following				45,139			20,984			128,190		32,167
Equity in earnings of Minera Alumbrera Ltd				—			—			—		7,324
Earnings before income taxes				45,139			20,984			128,190		39,491
Income tax expense				13,762			6,295			42,022		9,650
Net earnings			$	31,377		$	14,689		$	86,168	$	29,841
Earnings per share
Basic			$	0.06		$	0.03		$	0.15	$	0.08
Diluted			$	0.05		$	0.03		$	0.13	$	0.08
Weighted-average number of shares outstanding
Basic				568,647			450,656			567,535		376,155
Diluted				644,277			502,448			649,062		396,500

The accompanying notes form an integral part of these consolidated financial statements

Consolidated Balance Sheets

(US dollars and shares in thousands — Unaudited)

			September 30		December 31
	Note		2004		2003
Assets
Current
Cash and cash equivalents			$	90,004	$	151,878
Appropriated cash				—		8,840
Marketable securities		6		1,529		1,142
Accounts receivable				46,954		31,824
Product inventory and stockpiled ore		7		17,155		16,726
Supplies inventory				10,144		10,083
Other				5,350		4,287
				171,136		224,780
Property, plant and equipment		8		728,589		583,911
Stockpiled ore		7		58,707		60,736
Future income taxes				4,230		7,211
Other		9		21,466		14,367
			$	984,128	$	891,005
Liabilities
Current
Accounts payable and accrued liabilities			$	28,996	$	31,402
Income taxes payable				22,993		1,062
Current portion of long-term debt		10		—		41,000
Other				3,738		3,832
				55,727		77,296
Long-term debt		10		—		81,423
Future income taxes				163,614		145,730
Provision for reclamation and closure				18,204		19,604
Future employee benefits and other				11,067		10,834
				248,612		334,887
Shareholders’ Equity
Share purchase options				16,754		877
Contributed surplus				704		600
Share purchase warrants				16,660		—
Share capital
Common shares
Authorized: unlimited shares, no par value; Issued and outstanding: 570,220 (December 31, 2003 - 533,697)				582,527		505,090
Retained earnings				118,871		49,551
				735,516		556,118
			$	984,128	$	891,005

Commitments (Note 13)

The accompanying notes form an integral part of these consolidated financial statements

Consolidated Statements of Shareholders’ Equity
Nine Months Ended September 30, 2004 and Year Ended December 31, 2003
(US dollars, shares and warrants in thousands — Unaudited)
 

						Share Purchase
	Common Shares					Warrants					Share Purchase			Contributed		Retained Earnings
	Shares		Amount			Warrants			Amount		Options			Surplus		(Deficit)			Total
At January 1, 2003		190,400	$	115,152			64,550		$	—	$	410		$	600	$	(8,108	)	$	108,054
Share options exercised		6,621		5,431			—			—		—			—		—			5,431
Warrants issued		—		—			100,360			—		—			—		—			—
Warrants exercised		9,602		5,192			(9,602	)		—		—			—		—			5,192
Shares issued		327,074		402,266			—			—		—			—		—			402,266
Share issue costs, net of tax		—		(22,951	)		—			—		—			—		—			(22,951	)
Fair value of stock options issued to non-employees		—		—			—			—		467			—		—			467
Net earnings		—		—			—			—		—			—		57,659			57,659
At December 31, 2003		533,697		505,090			155,308			—		877			600		49,551			556,118
Cumulative effect of change in accounting policy (Note 2 (a))		—		1,883			—			—		14,861			104		(16,848	)		—
Share options exercised		3,127		3,252			—			—		(413	)		—		—			2,839
Warrants exercised		396		563			(396	)		—		—			—		—			563
Shares and warrants issued on acquisition of Amapari (Note 3)		33,000		71,885			21,516			16,660		—			—		—			88,545
Share issue costs, net of tax		—		(146	)		—			—		—			—		—			(146	)
Fair value of stock options issued		—		—			—			—		1,429			—		—			1,429
Net earnings		—		—			—			—		—			—		86,168			86,168
At September 30, 2004		570,220	$	582,527			176,428		$	16,660	$	16,754		$	704	$	118,871		$	735,516

Shareholders’ Equity (Note 11)

 
The accompanying notes form an integral part of these consolidated financial statements

Consolidated Statements of Cash Flows
(US dollars in thousands — Unaudited)  

			Three Months Ended						Nine Months Ended
			September 30						September 30
	Note		2004			2003			2004			2003
Operating Activities
Net earnings			$	31,377		$	14,689		$	86,168		$	29,841
Reclamation expenditures				(1,196	)		(758	)		(2,161	)		(1,205	)
Cash distribution from Minera Alumbrera Ltd				—			—			—			12,610
Items not affecting cash:
Depreciation, depletion and amortization				13,387			11,877			39,249			17,572
Provision for reclamation				258			(2,368	)		767			(2,134	)
Gain on sale of marketable securities				(1,316	)		(1,231	)		(1,415	)		(2,005	)
Future income taxes				(7,547	)		6,210			19,675			9,343
Future employee benefits				1,199			(218	)		758			(338	)
Share purchase option expense				344			—			1,429			293
Equity in earnings of Minera Alumbrera Ltd				—			—			—			(7,324	)
Other				1,332			(1,564	)		677			(1,514	)
Change in non-cash working capital		12		8,404			4,816			1,884			7,056
Cash generated by operating activities				46,242			31,453			147,031			62,195
Financing Activities
Long-term debt				—			—			—			75,000
Repayment of long-term debt				(65,463	)		(25,000	)		(137,623	)		(25,000	)
Debt issue costs				(6,754	)		(378	)		(7,826	)		(4,046	)
Common shares issued				1,974			73,193			3,402			296,666
Common share issue costs				—			(4,514	)		(146	)		(20,448	)
Deferred gold put options				—			—			—			(5,786	)
Cash (applied to) generated by financing activities				(70,243	)		43,301			(142,193	)		316,386
Investing Activities
Property, plant and equipment				(21,945	)		(7,401	)		(50,190	)		(18,394	)
Proceeds on sale of marketable securities				33,035			5,297			33,194			7,130
Purchases of marketable securities				(282	)		(3,515	)		(31,551	)		(3,515	)
Appropriated cash				—			—			8,840			—
Acquisition of Mineração Pedra Branco do Amapari Ltda, net of cash acquired		3		—			—			(25,785	)		—
Acquisition of Minera Alumbrera Ltd, net of cash acquired				—			—			—			(224,356	)
Acquisition of Peak Gold Mines Pty Ltd, net of cash acquired				—			(18	)		—			(34,187	)
Other				(285	)		3,780			(1,220	)		(158	)
Cash generated by (applied to) investing activities				10,523			(1,857	)		(66,712	)		(273,480	)
(Decrease) increase in cash and cash equivalents				(13,478	)		72,897			(61,874	)		105,101
Cash and cash equivalents, beginning of period				103,482			55,140			151,878			22,936
Cash and cash equivalents, end of period			$	90,004		$	128,037		$	90,004		$	128,037

Supplemental cash flow information (Note 12)

 
The accompanying notes form an integral part of these consolidated financial statements

Notes to the Consolidated Financial Statements
Nine Months Ended September 30, 2004
(US dollars — Unaudited)  

1.	DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS
	Wheaton River Minerals Ltd (“Wheaton” or 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 ongoing exploration activities in Mexico, Brazil and Australia. The Company is in the process of reclaiming the Golden Bear Mine in Canada, which ceased commercial production in 2001.
	On January 9, 2004, the Company acquired the Amapari gold project in northern Brazil (Note 3).
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	These unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information and they follow the same accounting policies and methods of application as the audited consolidated financial statements of the Company for the year ended December 31, 2003 except as noted below. These unaudited interim consolidated financial statements do not include all the information and note disclosures required by generally accepted accounting principles for annual financial statements and therefore should be read in conjunction with the most recent annual audited consolidated financial statements and the notes below. Differences between Canadian and United States generally accepted accounting principles, which would have a material effect on these unaudited interim consolidated financial statements, are explained in Note 16.
(a)	Stock-based compensation
	Effective 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 stock 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.
	The total compensation expense recognized in the statement of operations for share purchase options granted in the three months ended September 30, 2004 amounted to $344,000 (nine months ended September 30, 2004 — $1,429,000). Had the same basis been applied to 2003 share purchase options granted, net earnings would have been as follows:

	Three Months			Nine Months
	Ended			Ended
	September 30			September 30
(in thousands, except per share amounts)	2003			2003
Net earnings	$	14,689		$	29,841
Additional compensation expense of employees		(124	)		(9,181	)
Pro forma net earnings	$	14,565		$	20,660
Pro forma basic and diluted earnings per share	$	0.03		$	0.05

	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%), an annual risk free interest rate of 3% (2003 — 4%) and expected lives of three years (2003 — three years).
(b)	Derivative instruments
	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. For derivative contracts that have been designated as effective hedges and where the documentation standards as described by Accounting Guideline 13, “Hedging Relationships” (“AcG-13”) have been met, gains or losses are recognized in sales when the hedged production is sold. For derivative contracts that have not been designated as hedges or do not meet the documentation standards under AcG-13, gains or losses arising from the changes in their fair value subsequent to January 1, 2004 are recorded in operations.
(c)	Basis of presentation
	These consolidated financial statements include the accounts of the Company and its subsidiaries. Principal subsidiaries and investments at September 30, 2004 are listed below:

						Operations and
		Ownership				Development
Subsidiary	Location	Interest			Status	Projects Owned
Luismin SA de CV (“Luismin”)	Mexico		100	%	Consolidated	San Dimas, San Martin and Nukay mines and Los Filos gold development project
Peak Gold Mines Pty Ltd (“Peak”)	Australia		100	%	Consolidated	Peak mine
Mineração Pedra Branco do Amapari Ltda (“Amapari”)	Brazil		100	%	Consolidated	Amapari gold development project
Minera Alumbrera Ltd (“Alumbrera”)	Argentina		37.5	%	Proportionately consolidated	Alumbrera mine

(d)	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, the Company now has joint control over Alumbrera and therefore has proportionately consolidated its 37.5% share of the financial statements of Alumbrera from June 24, 2003 onward.
(e)	Comparative amounts
	Certain comparative amounts have been reclassified to conform to presentation adopted in 2004.
3.	ACQUISITION OF AMAPARI GOLD DEVELOPMENT PROJECT
	On 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 preliminary allocation of the purchase price is summarized in the table below.

(in thousands)
Purchase price:
Cash paid	$	25,000
Shares and share purchase warrants issued		88,545
Acquisition costs		1,104
	$	114,649
Net assets acquired:
Cash	$	319
Non-cash working capital		(2,368	)
Property, plant and equipment		131,898
Debt 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.

4.	CORPORATE TRANSACTION COSTS
	On 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 $3,307,000 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 $931,000.
5.	OTHER INCOME (EXPENSE)

	Three Months Ended					Nine Months Ended
	September 30					September 30
(in thousands)	2004			2003		2004			2003
Interest income	$	653		$	81	$	1,865		$	802
Gain on sale of marketable securities		1,316			1,231		1,415			2,005
Foreign exchange (loss) gain		(426	)		2,304		(2,171	)		3,499
Share purchase option expense		(344	)		—		(1,429	)		(293	)
Other		(222	)		271		(573	)		(213	)
	$	977		$	3,887	$	(893	)	$	5,800

6. MARKETABLE SECURITIES

	September 30		December 31
(in thousands)	2004		2003
Marketable securities at market value	$	4,937	$	1,702

7. PRODUCT INVENTORY AND STOCKPILED ORE

	September 30		December 31
(in thousands)	2004		2003
Stockpiled ore	$	63,167	$	62,174
Work in process		4,113		2,891
Finished goods		8,582		12,397
		75,862		77,462
Less: non-current stockpiled ore		58,707		60,736
	$	17,155	$	16,726

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.

8. PROPERTY, PLANT AND EQUIPMENT

	September 30, 2004							December 31, 2003
			Accumulated							Accumulated
(in thousands)	Cost		Depletion			Net		Cost		Depletion			Net
Mineral properties
Luismin mines, Mexico	$	128,887	$	(11,101	)	$	117,786	$	120,736	$	(6,070	)	$	114,666
Peak mine, Australia		32,017		(5,948	)		26,069		25,672		(2,518	)		23,154
Alumbrera mine, Argentina		27,142		(6,361	)		20,781		27,142		(2,091	)		25,051
		188,046		(23,410	)		164,636		173,550		(10,679	)		162,871
Plant and equipment
Luismin mines, Mexico		48,074		(5,539	)		42,535		42,519		(3,334	)		39,185
Peak mine, Australia		19,717		(3,790	)		15,927		17,726		(1,736	)		15,990
Alumbrera mine, Argentina		252,137		(40,109	)		212,028		246,559		(20,553	)		226,006
Corporate, Canada		476		(305	)		171		456		(261	)		195
		320,404		(49,743	)		270,661		307,260		(25,884	)		281,376
Properties under development
Los Filos project, Mexico		98,419		—			98,419		93,691		—			93,691
El Limón project, Mexico		42,161		—			42,161		42,161		—			42,161
Other projects, Mexico		4,819		—			4,819		3,667		—			3,667
Amapari project, Brazil		147,893		—			147,893		145		—			145
		293,292		—			293,292		139,664		—			139,664
	$	801,742	$	(73,153	)	$	728,589	$	620,474	$	(36,563	)	$	583,911

Sale of Metates property

Effective February 25, 2004, the Company sold its 50% interest in the Metates property in Mexico to American Gold Capital Corporation (“American Gold”), a company listed on the TSX Venture Exchange. The Company received 5,000,000 shares of American Gold as consideration, 3,750,000 of which remain in escrow to be released over the period to February 2007. The Company did not record a gain at the time of the disposition; however, gains on the sale of the shares will be recorded in income when the shares are sold. The Company sold 500,000 shares during the period for a gain of $358,000.

9. OTHER NON-CURRENT ASSETS

		September 30		December 31
(in thousands)	Note	2004		2003
Deferred gold put options	10 (ii)	$	4,701	$	5,786
Deferred debt issue costs	10 (i, ii)		9,803		3,497
Other			6,962		5,084
		$	21,466	$	14,367

10. LONG-TERM DEBT

	September 30		December 31
(in thousands)	2004		2003
Corporate debt
Acquisition facility (i)	$	—	$	—
Revolving working capital facility (ii)		—		—
Term loan (ii)		—		45,000
Total bank indebtedness		—		45,000
Promissory note (iii)		—		19,443
		—		64,443
Non-recourse project debt
Alumbrera (Wheaton’s 37.5% share) (iv)		—		57,980
		—		122,423
Less: current portion		—		41,000
	$	—	$	81,423

(i)

During 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 prepay 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.

Debt issue costs of $6,733,000 have been deferred and are amortized to earnings over the term of the debt facility. An amount of $561,000 has been amortized to September 30, 2004. A further $1,125,000 of debt issue costs will be payable upon the first draw down under this facility.

(ii)	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 June 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. During September 2004, the Company repaid the outstanding amount out of cash on hand.
	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 $1,085,000 has been amortized to September 30, 2004 (December 31, 2003 — $nil). The fair value of the 569,000 ounces of unexpired put options at September 30, 2004 was $585,000. During 2003, the Company entered into a gold-indexed interest rate swap transaction which had a fair value at September 30, 2004, of minus $1,435,000. The facility is secured by corporate guarantees of Luismin and Amapari.
	Debt issue costs of $5,334,000 have been deferred and are amortized to earnings over the term of the debt. An amount of $1,704,000 has been amortized to September 30, 2004 (December 31, 2003 - $745,000).
(iii)	The promissory note was due to Rio Algom, and had a maturity date of May 30, 2005. During September 2004, the Company repaid the outstanding amount out of cash on hand.
(iv)	The Alumbrera project debt was incurred in 1997 to finance the construction and operation of the Alumbrera Mine. During May 2004 Alumbrera repaid the outstanding debt out of cash on hand.
(v)	The Company has an Aus$5,000,000 ($3,573,000), unsecured, revolving working capital facility for its Peak mine operations of which $nil was drawn down at September 30, 2004. The loan bears interest related to the Australian Treasury Bill rate plus 1.5% per annum.
11.	SHAREHOLDERS’ EQUITY
	In January 2004, the Company issued 33 million common shares and 21.5 million Series “B” warrants as partial consideration for the acquisition of Amapari (Note 3).
(a)	Warrants

				Weighted
				Average
				Exercise
	Warrants			Price
	Outstanding			(Cdn$)
At January 1, 2003		64,549,997		$	1.52
Issued in connection with issuance of shares		100,359,522			2.27
Exercised		(9,601,400	)		0.76
At December 31, 2003		155,308,119			2.05
Issued in connection with acquisition of Amapari (Note 3)		21,516,000			3.10
Exercised		(396,061	)		1.89
At September 30, 2004		176,428,058			2.18

The following table summarizes information about the warrants outstanding at September 30, 2004:

		Warrants		Exercise
Description	Expiry Date	Outstanding		Price (Cdn$)
Common share purchase warrants	May 30, 2007		54,784,647	$	1.65
Series “A” share purchase warrants	May 30, 2007		57,344,837		1.65
Series “B” share purchase warrants	August 25, 2008		64,298,574		3.10
			176,428,058

(b) Share purchase options

				Weighted
				Average
	Options			Exercise Price
	Outstanding			(Cdn$)
At January 1, 2003		8,258,890		$	0.79
Granted		22,965,000			2.20
Exercised		(6,620,694	)		1.09
Forfeited		(132,333	)		1.24
At December 31, 2003		24,470,863			2.03
Granted		1,155,000			3.77
Exercised		(3,127,034	)		1.19
At September 30, 2004		22,498,829			2.24

12. SUPPLEMENTAL CASH FLOW INFORMATION

	Three Months Ended						Nine Months Ended
	September 30						September 30
(in thousands)	2004			2003			2004			2003
Change in non-cash working capital
Accounts receivable	$	(12,090	)	$	10,639		$	(15,078	)	$	11,932
Product inventory and stockpiled ore		(617	)		(7,046	)		1,600			(9,944	)
Supplies inventory		(192	)		172			(61	)		(729	)
Accounts payable and accrued liabilities		1,015			(873	)		(2,554	)		5,591
Income taxes payable		21,309			(60	)		21,931			47
Other		(1,021	)		1,984			(3,954	)		159
	$	8,404		$	4,816		$	1,884		$	7,056

	Three Months Ended				Nine Months Ended
	September 30				September 30
(in thousands)	2004		2003		2004		2003
Non-cash financing and investing activities
Shares and share purchase warrants issued on acquisition of Amapari (Note 3)	$	—	$	—	$	88,545	$	—
Promissory note issued (Note 10 (iii))		—		—		—		25,000
Additional consideration for Luismin operations		—		22,367		—		22,367
Marketable securities received on sale of property, plant and equipment		—		1,127		31		1,277
Operating activities included the following cash payments
Interest paid	$	1,142	$	491	$	5,054	$	522
Income taxes paid		305		90		1,928		302

13.	COMMITMENTS
	Commitments exist for capital expenditures of $18,641,000 in 2004 and $3,378,000 in 2005.
14.	SEGMENTED INFORMATION
	The Company’s reportable operating and geographical segments are summarized in the table below.

	Three Months Ended September 30, 2004
(in thousands)	Mexico			Australia			Argentina		Brazil		Corporate			Total
Sales	$	24,406		$	14,610		$	65,049	$	—	$	(814	)	$	103,251
Cost of sales		9,997			6,265			21,708		—		—			37,970
Depreciation and depletion		2,337			2,201			7,965		—		—			12,503
Other		58			506			1,623		—		—			2,187
Earnings from mining operations		12,014			5,638			33,753		—		(814	)		50,591
General and administrative		(932	)		—			—		—		(1,526	)		(2,458	)
Interest and finance fees		(19	)		(83	)		219		—		(1,037	)		(920	)
Other income (expenses)		54			(20	)		308		181		(2,597	)		(2,074	)
Earnings (loss) before income taxes	$	11,117		$	5,535		$	34,280	$	181	$	(5,974	)	$	45,139
Capital asset expenditures	$	6,325		$	2,948		$	4,016	$	8,651	$	5		$	21,945

	Three Months Ended September 30, 2003
(in thousands)	Mexico			Australia			Argentina			Brazil		Corporate			Total
Sales	$	17,152		$	14,639		$	31,351		$	—	$	—		$	63,142
Cost of sales		8,154			8,909			11,383			—		—			28,446
Depreciation and depletion		1,616			2,461			7,337			—		—			11,414
Other		66			436			1,095			—		—			1,597
Earnings from mining operations		7,316			2,833			11,536			—		—			21,685
General and administrative		(937	)		—			—			—		(980	)		(1,917	)
Interest and finance fees		86			(12	)		(856	)		—		(930	)		(1,712	)
Other (expenses) income		(370	)		(363	)		2,062			—		1,599			2,928
Earnings (loss) before income taxes	$	6,095		$	2,458		$	12,742		$	—	$	(311	)	$	20,984
Capital asset expenditures	$	5,075		$	1,281		$	1,041		$	—	$	4		$	7,401

	Nine Months Ended September 30, 2004
(in thousands)	Mexico			Australia			Argentina			Brazil		Corporate			Total
Sales	$	70,830		$	44,054		$	193,514		$	—	$	(2,675	)	$	305,723
Cost of sales		29,742			21,664			60,367			—		—			111,773
Depreciation and depletion		7,236			5,484			23,826			—		—			36,546
Other		176			1,531			3,783			—		—			5,490
Earnings from mining operations		33,676			15,375			105,538			—		(2,675	)		151,914
General and administrative		(3,419	)		—			—			—		(5,448	)		(8,867	)
Interest and finance fees		(49	)		(85	)		(2,160	)		—		(2,565	)		(4,859	)
Other (expenses) income		(1,571	)		(1,862	)		(852	)		396		(6,109	)		(9,998	)
Earnings (loss) before income taxes	$	28,637		$	13,428		$	102,526		$	396	$	(16,797	)	$	128,190
Capital asset expenditures	$	19,756		$	8,032		$	6,369		$	15,995	$	38		$	50,190
Total assets	$	345,541		$	58,909		$	365,501		$	160,141	$	54,036		$	984,128

	Nine Months Ended September 30, 2003
(in thousands)	Mexico			Australia			Argentina			Brazil		Corporate			Total
Sales	$	47,908		$	25,719		$	35,586		$	—	$	—		$	109,213
Cost of sales		24,114			16,157			13,021			—		—			53,292
Depreciation and depletion		4,496			4,115			8,356			—		—			16,967
Other		200			863			1,193			—		—			2,256
Earnings from mining operations		19,098			4,584			13,016			—		—			36,698
General and administrative		(3,077	)		—			—			—		(3,131	)		(6,208	)
Interest and finance fees		(39	)		(43	)		(1,011	)		—		(1,026	)		(2,119	)
Other (expenses) income		(945	)		(401	)		2,020			—		3,122			3,796
Equity in earnings of Alumbrera		—			—			7,324			—		—			7,324
Earnings (loss) before income taxes	$	15,037		$	4,140		$	21,349		$	—	$	(1,035	)	$	39,491
Capital asset expenditures	$	11,639		$	5,700		$	1,041		$	—	$	14		$	18,394
Total assets (December 31, 2003)	$	315,271		$	51,429		$	422,701		$	—	$	101,604		$	891,005

15.	SUBSEQUENT EVENT
	On October 15, 2004, Wheaton and Chap Mercantile Inc. (“Silver Wheaton”) announced the closing of the previously disclosed Silver Wheaton transaction. Pursuant to the transaction, Silver Wheaton agreed to purchase 100% of the silver produced by Wheaton’s Luismin mining operations in Mexico for an upfront payment of Cdn$46 million in cash and 540 million Silver Wheaton common shares plus a payment of $3.90 per ounce of delivered refined silver, subject to adjustment.
	As a result, effective October 15, 2004, Wheaton owned approximately 75% of the shares of Silver Wheaton and will consolidate Silver Wheaton’s financial statements from that date.
16.	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:

	Three Months Ended September 30, 2004
			Alumbrera
			Equity
	Canadian		Adjustments			US GAAP
(in thousands, except per share amounts)	GAAP		(Note (a))			Adjustments			Note			US GAAP
Consolidated Statements of Operations
Sales	$	103,251	$	(65,049	)	$	—					$	38,202
Earnings from mining operations		50,591		(33,753	)		(1,172	)		(c	)		15,666
Equity in earnings of Minera Alumbrera Ltd		—		23,996			160			(e	)		24,156
Earnings before income taxes		45,139		(10,284	)		(1,224	)					33,631
Net earnings		31,377		—			(799	)					30,578
Comprehensive income							932			(b	)		31,510
Earnings per share — basic	$	0.06										$	0.05
Earnings per share — diluted		0.05											0.05

	Three Months Ended September 30, 2003
			Alumbrera
			Equity
	Canadian		Adjustments			US GAAP
(in thousands, except per share amounts)	GAAP		(Note (a))			Adjustments			Note			US GAAP
Consolidated Statements of Operations
Sales	$	63,142	$	(31,351	)	$	—					$	31,791
Earnings from mining operations		21,685		(11,536	)		(1,621	)		(c	)		8,528
Equity in earnings of Minera Alumbrera Ltd		—		8,919			(1,086	)		(e	)		7,833
Earnings before income taxes		20,984		(3,823	)		(3,707	)					13,454
Net earnings		14,689		—			(3,039	)					11,650
Comprehensive income							268			(b	)		11,918
Earnings per share — basic	$	0.03										$	0.03
Earnings per share — diluted		0.03											0.02

	Nine Months Ended September 30, 2004
			Alumbrera
			Equity
	Canadian		Adjustments			US GAAP
(in thousands, except per share amounts)	GAAP		(Note (a))			Adjustments			Note			US GAAP
Consolidated Statements of Operations
Sales	$	305,723	$	(193,514	)	$	—					$	112,209
Earnings from mining operations		151,914		(105,538	)		(3,717	)		(c	)		42,659
Equity in earnings of Minera Alumbrera Ltd		—		71,768			1,443			(e	)		73,211
Earnings before income taxes		128,190		(30,758	)		(1,975	)					95,457
Net earnings		86,168		—			(857	)					85,311
Comprehensive income							2,848			(b	)		88,159
Earnings per share — basic	$	0.15										$	0.15
Earnings per share — diluted		0.13											0.13

	Nine Months Ended September 30, 2003
			Alumbrera
			Equity
	Canadian		Adjustments			US GAAP
(in thousands, except per share amounts)	GAAP		(Note (a))			Adjustments			Note			US GAAP
Consolidated Statements of Operations
Sales	$	109,213	$	(35,586	)	$	—					$	73,627
Earnings from mining operations		36,698		(13,016	)		(3,027	)		(c	)		20,655
Equity in earnings of Minera Alumbrera Ltd		7,324		9,818			(1,086	)		(e	)		16,056
Earnings before income taxes		39,491		(4,207	)		(5,113	)					30,171
Net earnings		29,841		—			(3,931	)					25,910
Comprehensive income							(1,315	)		(b	)		24,595
Earnings per share — basic and diluted	$	0.08										$	0.07

	September 30, 2004
			Alumbrera
			Equity
	Canadian		Adjustments			US GAAP
(in thousands)	GAAP		(Note (a))			Adjustments			Note			US GAAP
Consolidated Balance Sheets
Cash and cash equivalents	$	90,004	$	(16,776	)	$	—					$	73,228
Other current assets		81,132		(56,705	)		3,408			(b	)		27,835
Property, plant and equipment		728,589		(232,809	)		(8,431	)		(c	)		487,349
Investment in Minera Alumbrera Ltd		—		252,802			(396	)		(e	)		252,406
Other non-current assets		84,403		(59,211	)		(1,822	)		(e	)		23,370
	$	984,128	$	(112,699	)	$	(7,241	)				$	864,188
Current liabilities other than long-term debt	$	55,727	$	(35,769	)	$	—					$	19,958
Other non-current liabilities		192,885		(76,930	)		(3,169	)		(c,e	)		112,786
Shareholders’ equity		735,516		—			(4,072	)					731,444
	$	984,128	$	(112,699	)	$	(7,241	)				$	864,188

	December 31, 2003
			Alumbrera
			Equity
	Canadian		Adjustments			US GAAP
(in thousands)	GAAP		(Note (a))			Adjustments			Note			US GAAP
Consolidated Balance Sheets
Cash and cash equivalents	$	151,878	$	(56,054	)	$	—					$	95,824
Other current assets		72,902		(56,420	)		560			(b	)		17,042
Property, plant and equipment		583,911		(251,057	)		(4,714	)		(c	)		328,140
Investment in Minera Alumbrera Ltd		—		278,529			(1,615	)		(e	)		276,914
Other non-current assets		82,314		(59,170	)		(2,121	)		(e	)		21,023
	$	891,005	$	(144,172	)	$	(7,890	)				$	738,943
Current liabilities other than long-term debt	$	36,296	$	(18,345	)	$	—					$	17,951
Long-term debt		122,423		(57,980	)		—						64,443
Other non-current liabilities		176,168		(67,847	)		(2,051	)		(c,e	)		106,270
Shareholders’ equity		556,118		—			(5,839	)					550,279
	$	891,005	$	(144,172	)	$	(7,890	)				$	738,943

(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”) No. 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 substantially 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 year ended December 31, 2003 and the three and nine months ended September 30, 2004.
	US GAAP adjustments have been tax affected based on enacted or substantially enacted statutory tax rates applicable to the relevant jurisdiction.
(e)	Accounting for derivative instruments and hedging activities
	SFAS No. 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.
(f)	Recently released accounting pronouncements
	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 No. 141, “Business Combinations” (“SFAS No. 141”) 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 No. 141 and SFAS No. 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 impact on the Company’s financial position or results of operation.
	During 2004, deliberations began on EITF Issue No. 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 fourth quarter 2004, following which the Company will evaluate the impact, if any, the adoption of EITF 04-6 will have on the Company’s financial position or results of operation.
	During 2004, EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, was issued and 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 not expect that the adoption of this statement will have a material impact on the Company’s financial position or results of operation.

CANADA — HEAD OFFICE
Wheaton River Minerals Ltd
Waterfront Centre
Suite 1560 — 200 Burrard Street
Vancouver, BC V6C 3L6
Telephone:      (604) 696-3000
Fax:                   (604) 696-3001
Website:          www.wheatonriver.com

MEXICO OFFICE
Luismin SA de CV
Arquimedes #130 — 8^th Floor, Polanco
11560 Mexico, DF
Telephone:      52 (55) 9138-4000
Fax:                   52 (55) 5280-7636

AUSTRALIA OFFICE
Wheaton Minerals Asia Pacific Pty Ltd
Suite 1002, Level 10
Gold Fields House
1 Alfred Street
Sydney, NSW 2000
Telephone:      61 (2) 9252-1220
Fax:                   61 (2) 9252-1221

BRAZIL OFFICE
Mineração Pedra Branco do Amapari Ltda
Praia Do Flamengo 154 — 4th Floor
Rio de Janiero RJ 22210-030
Telephone:      55 (21) 2122-0500
Fax:                   55 (21) 2122-0560
DIRECTORS
Lawrence Bell
Douglas Holtby
Eduardo Luna
Ian McDonald
Antonio Madero
Ian Telfer

OFFICERS
Ian Telfer
Chairman and Chief Executive Officer
Russell Barwick
Executive Vice-President, Operations
Peter Barnes
Executive Vice-President & Chief Financial Officer
Eduardo Luna
President, Luismin SA de CV

INVESTOR RELATIONS
Julia Hasiwar
Director, Investor Relations
Toll free: (800) 567-6223
Email: ir@wheatonriver.com

STOCK EXCHANGE LISTING
Toronto Stock Exchange:
WRM
American Stock Exchange:
WHT

TRANSFER AGENT
CIBC Mellon Trust Company
1600 — 1066 West Hastings Street
Vancouver, BC V6E 3X1
Toll-free in Canada and the United States:
(800) 387-0825
Outside of Canada and the United States:
(416) 643-5500
Email: inquiries@cibcmellon.com

AUDITORS
Deloitte & Touche LLP
Vancouver, BC

EX-99.24

CONSENT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on Form F-10 of Goldcorp Inc. of our report dated February 27, 2004 (except for Note 21(b) for which the date is March 30, 2004) with respect to the consolidated balance sheets of Wheaton River Minerals Ltd. as of December 31, 2003 and 2002 and the related consolidated statements of operations, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2003.

/s/ Deloitte & Touche LLP

Vancouver, British Columbia
December 29, 2004