F-10/A

Registration No. 333-121725

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3 TO

FORM F-10

REGISTRATION STATEMENT
Under
The Securities Act of 1933

Goldcorp Inc.
(Exact name of registrant as specified in its charter)

Ontario, Canada	1040	Not Applicable
(Province or Other Jurisdiction of	(Primary Standard	(I.R.S. Employer
Incorporation or	Industrial	Identification No.)
Organization)	Classification Code)

145 King Street West, Suite 2700, Toronto, Ontario M5H 1J8, Canada
(416) 865-0326
(Address and telephone number of registrant’s principal executive offices)

Wharf Resources (U.S.A.), Inc., 10928 Wharf Road, Lead, South Dakota 57754
(605) 854-4103
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)

Copies to:

Michael Melanson
Fraser Milner Casgrain LLP
1 First Canadian Place, 39^thFloor
100 King Street West
Toronto, Ontario M5X 1B2
Canada
(416) 863-4511 Gil Cornblum
Dorsey & Whitney LLP
BCE Place
161 Bay Street, Suite 4310
Toronto, Ontario M5J 2S1
Canada
(416) 367-7370

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

Province of Ontario, Canada
(Principal jurisdiction regulating this offering)

     It is proposed that this filing shall become effective (check appropriate box):

A.	x	Upon filing with the Commission pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.	o	At some future date (check the appropriate box below).

1.	o	Pursuant to Rule 467(b) on ___(date) at ___(time) (designate a time not sooner than seven calendar days after filing).
2.	o	Pursuant to Rule 467(b) on ___(date) at ___(time) (designate a time not sooner than seven calendar days after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on ___(date).

3.	o	Pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
4.	o	After the filing of the next amendment to this form (if preliminary material is being filed).

     If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be	Amount to be	Proposed Maximum		Amount of
Registered	Registered(1)	Aggregate Offering Price(2)		Registration Fee (3)
Common Shares, no par value.	192,355,455 shares	$	2,435,220,053.97	$	286,625.40

(1)   Represents the maximum number of shares of Common Shares of the Registrant estimated to be issuable upon consummation of the exchange offer for all of the outstanding common shares of Wheaton River Minerals Ltd. (“Wheaton”) calculated as the product of (a) 769,421,818, which is the estimated number of outstanding Wheaton common shares as of December 17, 2004 (assuming full conversion of all outstanding exercisable options and warrants for Wheaton common shares), and (b) the exchange ratio of 0.25 Common Shares of the Registrant for each Wheaton common share.

(2)   Estimated solely for the purpose of calculating the registration fee in accordance with General Instruction II.H to Form F-10. The proposed maximum offering price is equal to the product of (i) $3.165, which is the average of high and low sale prices of Wheaton common shares as reported on the American Stock Exchange on December 3, 2004, and (ii) 769,421,818, which is the estimated number of outstanding Wheaton common shares as of December 17, 2004 (assuming full conversion of all outstanding exercisable options and warrants for Wheaton common shares).

(3)   Previously paid.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS

     This Amendment No. 3 amends and supplements the registration statement on Form F-10, as amended by Amendment No. 1 filed on January 14, 2005 and Amendment No. 2 filed on January 25, 2005 (as amended, the “Registration Statement”) filed by Goldcorp Inc., an Ontario corporation (“Goldcorp” or the “Registrant”) relating to the offer of the Registrant and Goldcorp Acquisition ULC, a Nova Scotia unlimited liability company and a wholly owned subsidiary of the Registrant, to purchase all of the outstanding common shares of Wheaton River Minerals Ltd. on the basis of 0.25 Goldcorp common share for each Wheaton common share (the “Offer). The Offer is subject to the terms and conditions set forth in the Take Over Bid Circular, dated December 29, 2004 (as amended by the amendments to the Registration Statement) (the “Take Over Bid Circular”) and the related Letter of Acceptance and Transmittal (“Letter of Transmittal”), copies of which were filed as Exhibits 4.1 and 4.2, respectively, to the initial Registration Statement filed with the SEC on December 29, 2004. The Notice of Extension, dated January 24, 2004 (the “First Notice of Extension”), was filed as Exhibit 4.46 to Amendment No. 2 to the Registration Statement and amended and supplemented certain terms and conditions of the Offer contained in the Take Over Bid Circular. The Notice of Extension and Subsequent Offering Period, dated February 14, 2005 (the “Second Notice of Extension”), is filed herewith as Exhibit 4.56. The Second Notice of Extension amends and supplements certain information contained in the Take Over Bid Circular and is incorporated by reference herein.

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS

INDEMNIFICATION

     Under the Business Corporations Act (Ontario), the Registrant may indemnify a present or former director or officer or person who acts or acted at the Registrant’s request as a director or officer of another corporation of which the Registrant is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been a director or officer of the Registrant or body corporate and provided that the director or officer acted honestly and in good faith with a view to the best interest of the Registrant and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director is entitled to indemnification from the Registrant as a matter of right if he was substantially successful on the merits in his defense and fulfilled the conditions set forth above.

     In accordance with the Business Corporations Act (Ontario), the by-laws of the Registrant indemnify a director or officer, a former director or officer, or a person who acts or acted at a Registrant’s request as a director or officer of a corporation in which the Registrant is or was a shareholder or creditor against any and all losses and expenses reasonably incurred by him in respect of any civil, criminal, administrative action or proceeding to which he was made a party by reason of being or having been a director or officer of the Registrant or other corporation if he acted honestly and in good faith with a view to the best interests of the Registrant, or, in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he had reasonable grounds in believing that his conduct was lawful.

     A policy of directors’ and officers’ liability insurance is maintained by the Registrant which insures directors and officers for losses as a result of claims against the directors and officers of the Registrant in their capacity as directors and officers and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the by-laws and the Business Corporations Act (Ontario).

     Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy in the United States as expressed in the Securities Act of 1933 and is therefore unenforceable.

EXHIBITS

     The following additional exhibits have been filed as part of this Amendment No. 3 to the Registrant’s Registration Statement on Form F-10:

4.48   Additions to Powerpoint Slide Presentation of Goldcorp Inc. entitled “Goldcorp + Wheaton — the Superior Alternative”, dated January 25, 2005 (incorporated by reference to Goldcorp’s filings pursuant to Rule 425, filed on January 26, 2005, January 27, 2005, January 28, 2005, February 2, 2005 and February 8, 2005)

4.49   Advertisements concerning the Offer placed by Goldcorp Inc. on certain internet websites (incorporated by reference to Goldcorp’s filings pursuant to Rule 425, filed on January 26, 2005 and February 11, 2005)

4.50   Press releases issued by Goldcorp Inc. (incorporated by reference to Goldcorp’s filings pursuant to Rule 425, filed on January 26, 2005, February 4, 2005, February 8, 2005, February 9, 2005 and February 10, 2005)

4.51   Transcript of recorded “on hold” message played to callers to main telephone number of Goldcorp Inc. (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on January 27, 2005)

4.52   Transcript of conference call held on January 27, 2005 to discuss the Offer and Glamis Gold Ltd.’s offer to purchase all of Goldcorp’s outstanding common shares (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on January 28, 2005)

4.53	Transcript of interview originally aired on CNBC program, Squawk Box, on February 1, 2005 (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on February 2, 2005)
4.54	Form of Newspaper Advertisement published in the February 3, 2005 editions of the Wall Street Journal, Globe and Mail, Montreal Gazette and Investor’s Business Daily (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on February 3, 2005)
4.55	Press Release issued by Goldcorp Inc. (filed herewith)
4.56	Notice of Extension and Subsequent Offering Period, dated February 14, 2005 (filed herewith)
4.57	Consent and Agreement regarding the Acquisition Agreement, dated February 7, 2005, between Goldcorp Inc. and Wheaton River Minerals Ltd. (filed herewith)

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1.      Undertaking

     The registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

Item 2.      Consent to Service of Process

     Concurrently with the filing of the initial Registration Statement on Form F-10, the Registrant filed with the Commission a written Irrevocable Consent and Power of Attorney on Form F-X. Any change to the name or address of the agent for service of the Registrant shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the relevant registration statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Toronto, Ontario, country of Canada, on February 15, 2005.

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

     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Robert R. McEwen	Chairman and Chief Executive Officer (principal executive officer)	February 15, 2005
* Brad Boland	Vice President, Finance (principal financial officer)	February 15, 2005
* Perry Y. Ing	Corporate Controller (principal accounting officer)	February 15, 2005
* David R. Beatty	Director	February 15, 2005
* Ronald M. Goldsack	Director	February 15, 2005

Signature	Title	Date
* Stuart R. Horne	Director	February 15, 2005
* James P. Hutch	Director	February 15, 2005
* Brian W. Jones	Director	February 15, 2005
* Dr. Donald R.M. Quick	Director	February 15, 2005
* Michael L. Stein	Director	February 15, 2005
* By /s/ R. Gregory Laing R. Gregory Laing Attorney-in-Fact

AUTHORIZED REPRESENTATIVE

     Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Goldcorp Inc. in the United States on February 15, 2005.

WHARF RESOURCES (U.S.A.), INC.
By:	/s/ John Begeman
	John Begeman
	General Manager

EXHIBIT INDEX

Exhibit		Description
	4.1	Take-Over Bid Circular, including the Offer to Purchase, dated December 29, 2004*
	4.2	Letter of Acceptance and Transmittal*
	4.3	Notice of Guaranteed Delivery*
	4.4	Guidelines for Certification of Taxpayer Identification on Substitute Form W-9*
	4.5	Acquisition Agreement, dated December 23, 2004, between Goldcorp Inc. and Wheaton River Minerals Ltd.*
	4.6	Annual Information Form of Goldcorp for the year ended December 31, 2003 of Goldcorp dated May 14, 2004*
	4.7	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	Management’s Discussion and Analysis for the year ended December 31, 2003*
	4.9	Unaudited comparative consolidated interim financial statements of Goldcorp as at, and for the nine-month period ended, September 30, 2004*
	4.10	Management’s Discussion and Analysis for the nine-month period ended September 30, 2004*
	4.11	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	Material change report of Goldcorp dated December 7, 2004 respecting the Offer*
	4.13	Material change report of Goldcorp dated December 24, 2004 concerning Goldcorp’s approval of the Offer and entering into the Acquisition Agreement*
	4.14	Transcript of Joint Conference Call of Goldcorp Inc. and Wheaton River Minerals Ltd. held on December 6, 2004*
	4.15	Material change report of Goldcorp dated December 24, 2004 concerning Goldcorp’s approval of the Offer and entering into the Acquisition Agreement*
	4.16	Standstill and Confidentiality Agreement, dated December 3, 2004, between Goldcorp Inc. and Wheaton River Minerals Ltd.*
	4.17	Letter of Intent, dated December 5, 2004, between Goldcorp Inc. and Wheaton River Minerals Ltd.*
	4.18	Notice of Special Meeting of Shareholders and Management Information Circular of Goldcorp, dated January 4, 2005*

Exhibit		Description
	4.19	Annual Information Form of Wheaton for the year ended December 31, 2003, dated May 12, 2004*
	4.20	Audited comparative consolidated financial statements of Wheaton as at, and for the year ended, December 31, 2003, together with the auditors’ report thereon*
	4.21	Management’s Discussion and Analysis of Results of Operations and Financial Condition of Wheaton for the year ended December 31, 2003*
	4.22	Management’s Discussion and Analysis of Results of Operations and Financial Condition of Wheaton for the year ended December 31, 2003*
	4.23	Management’s Discussion and Analysis of Results of Operations and Financial Condition of Wheaton for the nine-months ended September 30, 2004*
	4.24	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”)*
	4.25	Material change report of Wheaton dated January 14, 2004 concerning the completion by Wheaton of the acquisition of the Amapari Gold Project in Brazil*
	4.26	Material change report of Wheaton dated April 7, 2004 concerning the proposed agreement between Wheaton and IAMGOLD to combine the two companies*
	4.27	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*
	4.28	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*
	4.29	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*

Exhibit		Description
	4.30	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*
	4.31	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*
	4.32	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*
	4.33	Material change report of Wheaton dated July 23, 2004 concerning the absence of a legal offer from Coeur to Wheaton’s Canadian shareholders*
	4.34	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*
	4.35	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*

Exhibit		Description
	4.36	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*
	4.37	Material change report of Wheaton dated October 25, 2004 concerning the closing of the Silver Transaction*
	4.38	Material change report of Wheaton dated December 14, 2004 concerning the agreement of Wheaton in principle to combine with Goldcorp Inc.*
	4.39	Material change report of Wheaton dated December 31, 2004 concerning Wheaton’s entering into the Acquisition Agreement with Goldcorp*
	4.40	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*
	4.41	Press release, dated January 14 , 2005 containing summary financial information of Goldcorp*
	4.42	Press Release issued by Goldcorp*
	4.43	Press Release issued by Goldcorp*
	4.44	Press Release issued by Goldcorp*
	4.45	Powerpoint Slide Presentation of Goldcorp, Inc. entitled “Goldcorp + Wheaton — the Superior Alternative”, dated January 25, 2005*
	4.46	Notice of Extension, dated January 24, 2005*
	4.47	Acknowledgement and Agreement regarding Acquisition Agreement, dated January 20, 2005, between Goldcorp Inc. and Wheaton River Minerals Ltd.*
	4.48	Additions to Powerpoint Slide Presentation of Goldcorp Inc. entitled “Goldcorp + Wheaton — the Superior Alternative”, dated January 25, 2005 (incorporated by reference to Goldcorp’s filings pursuant to Rule 425, filed on January 26, 2005, January 27, 2005, January 28, 2005, February 2, 2005 and February 8, 2005)
	4.49	Advertisements concerning the Offer placed by Goldcorp Inc. on certain internet websites (incorporated by reference to Goldcorp’s filings pursuant to Rule 425, filed on January 26, 2005 and February 11, 2005)
	4.50	Press releases issued by of Goldcorp Inc. (incorporated by reference to Goldcorp’s filings pursuant to Rule 425, filed on January 26, 2005, February 4, 2005, February 8, 2005, February 9, 2005 and February 10, 2005)
	4.51	Transcript of recorded “on hold” message played to callers to main telephone number of Goldcorp Inc. (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on January 27, 2005)

Exhibit		Description
	4.52	Transcript of conference call held on January 27, 2005 to discuss the Offer and Glamis Gold Ltd.’s offer to purchase all of Goldcorp’s outstanding common shares (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on January 28, 2005)
	4.53	Transcript of interview originally aired on CNBC program, Squawk Box, on February 1, 2005 (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on February 2, 2005)
	4.54	Form of Newspaper Advertisement published in the February 3, 2005 editions of the Wall Street Journal, Globe and Mail, Montreal Gazette and Investor’s Business Daily (incorporated by reference to Goldcorp’s filing pursuant to Rule 425, filed on February 3, 2005)
	4.55	Press Release issued by Goldcorp Inc. (filed herewith)
	4.56	Notice of Extension and Subsequent Offering Period, dated February 14, 2005 (filed herewith)
	4.57	Consent and Agreement regarding the Acquisition Agreement, dated February 7, 2005, between Goldcorp Inc. and Wheaton River Minerals Ltd. (filed herewith)
	5.1	Consent of Fraser Milner Casgrain LLP*
	5.2	Consent of Dorsey & Whitney LLP*
	5.3	Consent of KPMG LLP*
	5.4	Consent of Deloitte & Touche LLP*
	6.1	Powers of Attorney*
	*	Previously filed.

  EX-4.55 2 t15442exv4w55.htm EX-4.55

NEWS RELEASE

Wheaton Shareholders Say “YES” To Goldcorp!
Goldcorp Extends Offer Expiry To February 28, 2005

TORONTO, ONTARIO — February 14, 2005 — GOLDCORP INC. (NYSE:GG) (TSX:G) has announced that the two-thirds minimum bid requirement condition to combine Goldcorp Inc. and Wheaton River Minerals Ltd., has been met. To date, approximately 396,603,552 Wheaton River common shares, representing approximately 69% of the total outstanding Wheaton River common shares, have been tendered to Goldcorp’s Offer. Goldcorp Inc. and its wholly owned subsidiary, Goldcorp Acquisition ULC, will immediately take up all Common Shares that were deposited prior to 5:00 p.m. (Vancouver time) on February 14, 2005 and payment for such Common Shares will be made on February 17, 2005.

Additionally, to complete the transaction, Goldcorp has extended the Offer expiry date to give the remaining Wheaton River shareholders more time to tender. THE LAST DAY FOR WHEATON RIVER SHAREHOLDERS TO TENDER THEIR SHARES IS NOW FEBRUARY 28, 5:00PM TORONTO TIME. The period beginning at 5:00 p.m. (Vancouver time) on February 14, 2005 and ending at 5:00 p.m. (Toronto time) on February 28, 2005 is a “subsequent offering period” under Rule 14d-11 of the United States Securities Exchange Act of 1934, as amended. During the subsequent offering period, Goldcorp will accept for payment and promptly pay for Wheaton River common shares as they are tendered. Wheaton River shareholders who tender Wheaton River shares during such period will be paid the same consideration paid to Wheaton River shareholders who tendered their Wheaton River common shares prior to 5:00 p.m. (Vancouver time) on February 14, 2005.

“A major force in the gold industry is being created today. The new Goldcorp will become the gold investment of choice for investors looking for safety, growth, profits and dividends,” said Rob McEwen, Goldcorp Chairman and CEO.

“I am very pleased that Wheaton River shareholders continue to support the future growth and value of the new Goldcorp. Together with Wheaton and Goldcorp’s combined world class assets, mining expertise, strong management and extraordinary people the future is extremely bright,” said Ian Telfer, Wheaton River Minerals Ltd. Chairman and CEO.

The new Goldcorp will be the lowest-cost million-ounce gold producer in the world! With a low risk profile, world-class assets and an exceptional balance sheet, the new Goldcorp will be uniquely positioned in the gold industry. Joining two of the most successful CEO’s in the world of mining today, Goldcorp’s Rob McEwen will become Chairman of the Board and Ian Telfer will be the new President and Chief Executive Officer of new Goldcorp.

Now that the Wheaton River minimum bid conditions are satisfied, Goldcorp shareholders of record at the close of business on February 16, 2005, will receive on February 28, 2005, a special cash dividend of US$0.50 per share, which was previously announced on February 8, 2005.

Goldcorp Inc. — Press Release Page 2

Goldcorp’s Red Lake Mine is the richest gold mine in the world. The Company is in excellent financial condition: has NO DEBT, a Large Treasury, positive Cash Flow and Earnings and pays a Dividend twelve times a year! GOLDCORP is UNHEDGED and currently withholds one-third of annual gold production in anticipation of higher gold prices. Goldcorp’s shares are listed on the New York and Toronto Stock Exchanges under the trading symbols of GG and G, respectively, and its options trade on the American Stock Exchange (AMEX), the Chicago Board of Options Exchange (CBOE) and the Pacific Stock Exchange (PCX) in the United States and on the Montreal Exchange (MX) in Canada.

Wheaton Shareholders with questions about how to tender their shares should call:

In North America
KINGSDALE SHAREHOLDER SERVICES INC.

Call Toll-Free: 1-866-749-5464
Banks and Brokers Call Collect: 416-867-2335

For further information, please contact:	Corporate Office:
Ian J. Ball	145 King Street West
Investor Relations	Suite 2700
Telephone: (416) 865-0326	Toronto, Ontario
Toll Free: (800) 813-1412	M5H 1J8
Fax: (416) 361-5741	website: www.goldcorp.com
e-mail: info@goldcorp.com

Certain statements included in this document constitute ‘‘forward-looking statements’’ concerning the business, operations and financial performance and condition of Goldcorp. 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 this document are qualified by these cautionary statements and there can be no assurance that the expected results or developments anticipated by Goldcorp will be realized.

This press release is neither an offer to purchase securities nor a solicitation of an offer to sell securities. Goldcorp has filed the following documents with Canadian securities regulatory authorities in connection with its offer to purchase all of the outstanding common shares of Wheaton River Minerals Ltd.: (1) a take-over bid circular and (2) a notice of special meeting of Goldcorp shareholders and management information circular. Goldcorp has filed the following documents with the United States Securities and Exchange Commission in connection with its offer to purchase all of the outstanding common shares of Wheaton River Minerals Ltd.: (1) a registration statement and prospectus and (2) a tender offer statement (which includes as an exhibit the notice of special meeting of Goldcorp shareholders and management information circular). Wheaton River has filed a directors’ circular with Canadian securities regulatory authorities and a solicitation/recommendation statement with United States Securities and Exchange Commission with

Goldcorp Inc. — Press Release Page 3

respect to Goldcorp’s offer. Wheaton River investors and shareholders are strongly advised to read the Goldcorp registration statement and prospectus, the Goldcorp tender offer statement and the Wheaton River solicitation/recommendation statement, as well as any amendments and supplements thereto, because they contain important information. Investors and shareholders may obtain free copies of the documents described above at www.sedar.com or from the Securities and Exchange Commission’s website at www.sec.gov. Free copies of the following documents can also be obtained by directing a request to Goldcorp at the address referred to below: (1) the Goldcorp take-over bid circular, (2) the related letter of transmittal, (3) the Goldcorp registration statement and prospectus, (4) the Goldcorp tender offer statement, (5) the Wheaton River directors’ circular and (6) certain other documents.

EX-4.55

exv4w55

EX-4.56

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.

The 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.

February 14, 2005

NOTICE OF EXTENSION AND SUBSEQUENT OFFERING PERIOD

by

and its wholly-owned subsidiary Goldcorp Acquisition ULC

of their

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 HAS BEEN EXTENDED AND IS NOW OPEN FOR ACCEPTANCE UNTIL 5:00 P.M.

(TORONTO TIME) ON FEBRUARY 28, 2005, UNLESS WITHDRAWN OR FURTHER EXTENDED.

THE PERIOD BEGINNING AT 5:00 P.M. (VANCOUVER TIME) ON FEBRUARY 14, 2005 AND ENDING AT 5:00 P.M. (TORONTO TIME) ON FEBRUARY 28, 2005 IS A SUBSEQUENT OFFERING PERIOD UNDER RULE 14d-11 OF THE U.S. EXCHANGE ACT.

Goldcorp Inc. (“Goldcorp”) and its wholly-owned subsidiary Goldcorp Acquisition ULC (“Subco” and, together with Goldcorp, the “Offerors”) hereby give notice that they have extended the expiry time of their offer to purchase (the “Offer”) all of the issued and outstanding common shares (“Common Shares”) in the capital of Wheaton River Minerals Ltd. (“Wheaton”) to 5:00 p.m. (Toronto time) on February 28, 2005, unless the Offer is withdrawn or further extended by the Offerors.

This Notice of Extension should be read in conjunction with the offer to purchase and accompanying circular of the Offerors dated December 29, 2004 (the “Take-over Bid Circular”), the accompanying Letter of Acceptance and Transmittal, the Notice of Guaranteed Delivery, the Notice of Extension dated January 24, 2005 and the Schedule TO (the “Schedule TO”) filed with the United States Securities and Exchange Commission (the “SEC”) on December 29, 2004, as amended by amendments to the Schedule TO filed with the SEC on January 14, 2005, January 21, 2005, January 25, 2005, January 26, 2005, January 27, 2005, January 28, 2005, February 3, 2005, February 4, 2005, February 8, 2005, February 9, 2005, February 10, 2005 and February 11, 2005 (collectively, the “Offer and Circular”). Except as otherwise set forth in this Notice of Extension, the information, terms and conditions in the Offer and Circular continue to be applicable in all respects and this Notice of Extension should be read in conjunction with the Offer and Circular, the provisions of which (as hereby amended) are incorporated herein by reference. Unless the context otherwise requires, terms not defined herein have the meanings ascribed thereto in the Offer and Circular.

Holders of Common Shares (“Shareholders”) who have validly deposited and not withdrawn their Common Shares need take no further action to accept the Offer. The Offerors will immediately take up all Common Shares that were deposited prior to 5:00 p.m. (Vancouver time) on February 14, 2005 and payment for such Common Shares will be made on February 17, 2005. Shareholders who wish to accept the Offer must properly complete and duly execute the Letter of Acceptance and Transmittal (printed on blue paper) which accompanied the Take-over Bid Circular 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 and Circular, using the Notice of Guaranteed Delivery (printed on green paper) accompanying the Take-over Bid Circular 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.

Questions and requests for assistance may be directed by Shareholders in Canada to Kingsdale Shareholder Services Inc. and by Shareholders in the U.S. and other locations to Innisfree M&A Incorporated, the information agents for the Offer. Additional copies of this document, the Offer and Circular and related materials may be obtained without charge on request from the information agents at their respective addresses shown on the last page of this document.

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.

The Dealer Managers for the Offer are:

In Canada:	In the United States:
GMP SECURITIES LTD.	GRIFFITHS McBURNEY CORP. BEAR, STEARNS & CO. INC.

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, in the Offer and Circular. 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 Offer and 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 this document and in the Offer and 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 February 11, 2005, 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$1.2380.

(ii)

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.

FORWARD-LOOKING STATEMENTS

Certain statements included in the Offer and Circular constitute “forward-looking statements” concerning the business, operations and financial performance and condition of the Offerors. 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 Offer and 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 Offer and 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)

NOTICE OF EXTENSION AND SUBSEQUENT OFFERING PERIOD

February 14, 2005

TO:   THE SHAREHOLDERS OF WHEATON RIVER MINERALS LTD.

      This Notice of Extension and Subsequent Offering Period (the “Notice of Extension”) amends and supplements the offer to purchase and accompanying circular of the Offerors dated December 29, 2004 (the “Take-over Bid Circular”), the accompanying Letter of Acceptance and Transmittal, the Notice of Guaranteed Delivery, the Notice of Extension dated January 24, 2005 and the Schedule TO (the “Schedule TO”) filed with the United States Securities and Exchange Commission (the “SEC”) on December 29, 2004, as amended by amendments to the Schedule TO filed with the SEC on January 14, 2005, January 21, 2005, January 25, 2005, January 26, 2005, January 27, 2005, January 28, 2005, February 3, 2005, February 4, 2005, February 8, 2005, February 9, 2005, February 10, 2005 and February 11, 2005 (collectively, the “Offer and Circular”). Except as otherwise set forth in this Notice of Extension, the information, terms and conditions in the Offer and Circular continue to be applicable in all respects and this Notice of Extension should be read in conjunction with the Offer and Circular, the provisions of which (as hereby amended) are incorporated herein by reference. Unless the context otherwise requires, terms not defined herein have the meanings ascribed thereto in the Offer and Circular. Unless the context otherwise requires, references to the “Offer” means the offer by the Offerors to purchase Common Shares as set out in the Offer and Circular, as varied by this Notice of Extension.

1.   Extension of the Offer/Subsequent Offering Period

      By press release issued by the Offerors, and notice delivered to the Depositary, on February 14, 2005, the Offerors have extended the Expiry Time of the Offer from 5:00 p.m. (Vancouver time) on February 14, 2005 to 5:00 p.m. (Toronto time) on February 28, 2005 or such later time and date or times and dates as the Offerors may fix from time to time pursuant to Section 5 of the Offer, “Extension and Variation of the Offer”, unless the Offer is withdrawn. As of February 14, 2005, approximately 396,603,552 million Common Shares (representing approximately 69% of the outstanding Common Shares) have been deposited pursuant to the Offer. The Offerors will immediately take up all Common Shares that were deposited prior to 5:00 p.m. (Vancouver time) on February 14, 2005 and payment for such Common Shares will be made on February 17, 2005.

      Although it does constitute an extension of the Offer under Canadian securities laws, the extension of the Offer until 5:00 p.m. (Toronto time) on February 28, 2005 pursuant to this Notice of Extension does not constitute an extension of the Offer for the purposes of the U.S. Exchange Act. For the purposes of the U.S. Exchange Act, the extension described in this Notice of Extension constitutes a “Subsequent Offering Period” under the Rule 14d-11 of the U.S. Exchange Act. For purposes of the U.S. Exchange Act, the Subsequent Offering Period is an additional period of time beginning at 5:00 p.m. (Vancouver time) on February 14, 2005 and ending at 5:00 p.m. (Toronto time) on February 28, 2005 during which Shareholders may deposit Common Shares not deposited prior to 5:00 p.m. (Vancouver time) on February 14, 2005. For purposes of applicable Canadian securities laws, the Subsequent Offering Period is an additional period of time by which the Offer is extended, following the satisfaction 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 same form and amount of consideration will be paid to Shareholders depositing Common Shares during the Subsequent Offering Period as will be paid to Shareholders who deposited their Common Shares prior to the commencement of the Subsequent Offering 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 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.

2.   Conditions of the Offer

      The Offer remains subject to the conditions set forth in Section 4 of the Offer and Circular, “Conditions of the Offer”. All of the conditions to the Offer have been satisfied.

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3.   Changes in Information in the Offer and Circular

Special Dividend to Goldcorp Shareholders

      On February 8, 2005, Goldcorp announced by press release that a special cash dividend of $0.50 per Goldcorp Share (the “Special Dividend”) would be paid, subject to the successful completion of the Offer, to the holders of Goldcorp Shares (the “Goldcorp Shareholders”) as an incentive for the Goldcorp Shareholders to vote in favour of the issuance of Goldcorp Shares necessary to effect the Wheaton transaction.

      As the Offer has been successfully completed, the Special Dividend will be paid on February 28, 2005 to Goldcorp shareholders of record on February 16, 2005. The Special Dividend will not be received by holders of Common Shares who tender their Common Shares to the Offer. Wheaton has consented to the declaration and payment of the Special Dividend.

      The payment of the Special Dividend will have no material impact on the pro forma financial statements contained in the Offer and Circular or on earnings per share and other similar financial calculations of the combined company resulting from the completion of the Offer and the Subsequent Acquisition Transaction.

Recent Prices of Common Shares and Goldcorp Shares

      The closing prices of the Common Shares on the TSX and the AMEX on February 11, 2005 were C$4.11 and $3.33, respectively. The closing prices of the Goldcorp Shares on the TSX and the NYSE on February 11, 2005 were C$17.07 and $13.79, respectively.

4.   Recent Developments

Offer for Wheaton

      On January 24, 2005, Goldcorp mailed a Notice of Extension to the Wheaton Shareholders, notifying the Wheaton Shareholders that the Offerors extended the Expiry Time of the Offer to 5:00 p.m. (Vancouver time) on February 14, 2005.

Consideration of the Wheaton Transaction by the Goldcorp Shareholders

      On January 28, 2005, Glamis filed an information supplement to its dissident proxy circular with respect to the Goldcorp Meeting.

      On February 10, 2005, the Goldcorp Shareholders voted in favour of the Wheaton transaction at the Goldcorp Meeting, thereby satisfying one of the conditions of the Offer.

Glamis Offer for Goldcorp

      On February 7, 2005, Glamis issued a press release announcing its plan to increase the consideration under the Glamis Offer from 0.89 to 0.92 of a common share of Glamis for each Goldcorp Share and extending the expiry time of the Glamis Offer from February 14, 2005 to February 24, 2005. Glamis filed with applicable securities regulatory authorities its revised offer to Goldcorp shareholders on February 8, 2005.

      On February 9, 2005, the shareholders of Glamis voted in favour of removing the restriction on the number of common shares that Glamis is authorized to issue, satisfying one of the conditions of the Glamis Offer.

      On February 10, 2005, Glamis announced that, because the Goldcorp Shareholders approved the Wheaton transaction, the conditions to the Glamis Offer could not be satisfied and, therefore, Glamis intended to allow the Glamis Offer to expire as scheduled on February 24, 2005 without taking up any Goldcorp Shares, effectively terminating the Glamis Offer.

5.   Time for Acceptance

      Common Shares not previously deposited to the Offer may be deposited in accordance with the provisions of Section 2 of the Offer entitled “Time for Acceptance”, until the Expiry Time, being 5:00 p.m. (Toronto time) on February 28, 2005.

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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 the 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 the Subsequent Offering Period 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

      During the period beginning at 5:00 p.m. (Vancouver time) on February 14, 2005 and ending at 5:00 p.m. (Toronto time) on February 28, 2005, the Offerors will take up Common Shares validly deposited under the Offer and not withdrawn pursuant to Section 6 above promptly as such Common Shares are tendered. The Offerors are obligated to pay for Common Shares that they have taken up promptly after taking up such Common Shares. 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 promptly.

      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.

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8.   Amendment of the Offer

      The Offer and Circular are amended to reflect the new information contained in this Notice of Extension.

9.   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.

10.   Directors’ Approval

      The contents of this Notice of Extension 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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APPROVAL AND CERTIFICATE OF GOLDCORP INC.

Dated: February 14, 2005

      The foregoing, together with the Offer and Circular, 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	(Signed) BRAD BOLAND
Chief Executive Officer	Vice President, Finance
On behalf of the Board of Directors
(Signed) RONALD M. GOLDSACK	(Signed) DR. DONALD R.M. QUICK
Director	Director

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APPROVAL AND CERTIFICATE OF GOLDCORP ACQUISITION ULC

Dated: February 14, 2005

      The foregoing, together with the Offer and Circular, 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	(Signed) BRAD BOLAND
Chief Executive Officer	Vice President, Finance
On behalf of the Board of Directors
(Signed) R. GREGORY LAING	(Signed) GILLES FILION
Director	Director

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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

Shareholders in the U.S. and other locations may

also contact the U.S. information agent:

Toll free from the U.S.: 1-877-750-9501

Call Collect from Other Locations: 646-822-7412

Banks and Brokers Call Collect: 212-750-5833

EX-4.57

CONSENT AND AGREEMENT

Re:	Acquisition Agreement dated December 23, 2004 (“Acquisition Agreement”) between Goldcorp Inc. (“Goldcorp”) and Wheaton River Minerals Ltd. (“Wheaton”)
Date:	February 7, 2005

     WHEREAS all terms used but not defined herein shall have the meaning given to such terms in the Acquisition Agreement;

     AND WHEREAS subsection 6.2(b)(ii) of the Acquisition Agreement provides, in part, that unless Wheaton shall otherwise agree in writing, acting reasonably, Goldcorp will not declare, set aside or pay any dividend (whether in cash, shares or property) in respect of its shares owned by any person, except for dividends paid in the ordinary course consistent with past practice;

     AND WHEREAS Goldcorp has advised Wheaton that it wishes to declare a special cash dividend of U.S.$0.50 per Goldcorp Share (the “Special Goldcorp Dividend”) payable to Goldcorp Shareholders of record no later than one trading day prior to the payment by Goldcorp for the Wheaton Shares tendered under the Offer (or such other record date as may be agreed by Goldcorp with the TSX and the NYSE) and Wheaton has agreed to the declaration, setting aside and payment of the Special Goldcorp Dividend by Goldcorp;

     NOW THEREFORE IN CONSIDERATION of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby acknowledge and agree as follows:

1.     Wheaton consents and agrees to the declaration of the Special Goldcorp Dividend by Goldcorp to be paid to Goldcorp Shareholders of record no later than one trading day prior to the payment by Goldcorp for the Wheaton Shares tendered under the Offer (or such other record date as may be agreed by Goldcorp with the TSX and the NYSE) and Wheaton and Goldcorp agree that the Special Goldcorp Dividend does not breach, or give rise to any termination rights under, the Acquisition Agreement.

2.     Wheaton acknowledges and agrees that the Special Goldcorp Dividend will not be paid to Wheaton Shareholders who tender their Wheaton Shares to the Offer.

3.     Goldcorp represents and warrants to Wheaton that the board of directors of Goldcorp has determined that the offer from Glamis Gold Ltd. (“Glamis”), as amended on February 7, 2005 to increase the exchange ratio to 0.92 of a common share of Glamis for each Goldcorp Share tendered thereunder, does not constitute a Superior Proposal after giving effect to the Special Goldcorp Dividend and continues to recommend that the shareholders of Goldcorp reject the offer from Glamis and vote in favour of the resolution to approve the Goldcorp Share Issuance to be considered at the Goldcorp Meeting to be held on February 10, 2004.

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4.     Wheaton and Goldcorp agree that no notice or other documentation is required to be sent to Wheaton Shareholders in respect of the matters contemplated by this consent and that the Expiry Time of the offer will continue to be 5:00 p.m. (Vancouver time) on February 14, 2005.

5.     Each of the parties hereto hereby agrees to sign any further documents, or do any further acts, that may be required to give full effect to the foregoing.

6.     Except as above provided, each of the parties hereto hereby agrees that the terms and conditions of the Acquisition Agreement shall remain in full force and effect unamended and the Acquisition Agreement is hereby confirmed in all respects.

     IN WITNESS WHEREOF Goldcorp and Wheaton have caused this consent to be executed as of the date first written above by their respective officers thereunto duly authorized.

GOLDCORP INC.
By:	/s/ Robert R. McEwen
	Robert R. McEwen
	Chief Executive Officer
WHEATON RIVER MINERALS LTD.
By:	/s/ Ian W. Telfer
	Ian W. Telfer
	Chief Executive Officer