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