FORM 40-F
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934 |
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ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
Commission file number: 001-12970
(Exact Name of Registrant as Specified in its Charter)
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British Columbia |
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1041 |
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Not Applicable |
(Province or other jurisdiction of incorporation or organization)
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(Primary Standard Industrial
Classification Code)
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(I.R.S. Employer Identification No.) |
Suite 3400 666 Burrard Street
Vancouver, British Columbia
V6C 2X8
(604) 696-3000
(Address and Telephone Number of Registrants Principal Executive Offices)
CT Corporation System
c/o Team 1, New York
111 8th Avenue
New York, New York 10011
(800) 223-7567
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class: |
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Name of Each Exchange On Which Registered: |
Common Shares
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New York Stock Exchange; Toronto Stock Exchange |
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Common Share Purchase Warrants
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New York Stock Exchange; Toronto Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:
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þ Annual Information Form
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þ Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report: 708,351,128
Indicate by check mark whether the Registrant by filing the information contained in this Form is
also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the filing
number assigned to the Registrant in connection with such Rule.
o Yes þ No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) and (2) has been subject to such filing
requirements for the past
90 days. þ Yes o No
TABLE OF CONTENTS
EXPLANATORY NOTE
Goldcorp Inc. (the Company or the Registrant) is a Canadian issuer eligible to file its annual
report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange
Act) on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act .
The Company is a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. Equity
securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of
the Exchange Act pursuant to Rule 3a12-3.
FORWARD-LOOKING STATEMENTS
This annual report on Form 40-F and the exhibits attached hereto contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements concern the Companys anticipated results and developments in the
Companys operations in future periods, planned exploration and development of its properties,
plans related to its business and other matters that may occur in the future. These statements
relate to analyses and other information that are based on forecasts of future results, estimates
of amounts not yet determinable and assumptions of management.
Statements concerning reserves and mineral resource estimates may also be deemed to constitute
forward-looking statements to the extent that they involve estimates of the mineralization that
will be encountered if the property is developed, and in the case of mineral reserves, such
statements reflect the conclusion based on certain assumptions that the mineral deposit can be
economically exploited. Forward-looking statements include, but are not limited to, statements
with respect to the future price of gold, silver, copper, lead and zinc, the estimation of mineral
reserves and resources, the realization of mineral reserve estimates, the timing and amount of
estimated future production, costs of production, capital expenditures, costs and timing of the
development of new deposits, success of exploration activities, permitting time lines, hedging
practices, currency exchange rate fluctuations, requirements for additional capital, government
regulation of mining operations, environmental risks, unanticipated reclamation expenses, timing
and possible outcome of pending litigation, title disputes or claims and limitations on insurance
coverage. Generally, these forward-looking statements can be identified by the use of
forward-looking terminology such as plans, expects or does not expect, is expected,
budget, scheduled, estimates, forecasts, intends, anticipates or does not anticipate,
or believes, or variations of such words and phrases or state that certain actions, events or
results may, could, would, might or will be taken, occur or be achieved.
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and
other factors which could cause actual events or results to differ from those expressed or implied
by the forward-looking statements, including, without limitation:
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risks related to the integration of acquisitions; |
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risks related to international operations; |
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risks related to joint venture operations; |
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actual results of current exploration activities; |
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actual results of current reclamation activities; |
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conclusions of economic evaluations; |
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changes in project parameters as plans continue to be refined; |
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future prices of gold, silver, copper, lead and zinc; |
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possible variations in ore reserves, grade or recovery rates; |
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failure of plant, equipment or processes to operate as anticipated; and |
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accidents, labour disputes and other risks of the mining industry. |
This list is not exhaustive of the factors that may affect our forward-looking statements. Some of
the important risks and uncertainties that could affect forward-looking statements are described
further in the exhibits attached to this annual report. Should one or more of these risks and
uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those described in the forward-looking statements. Forward-looking statements
are made based on managements beliefs, estimates and opinions on the date the statements are made,
and the Company undertakes no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Investors are cautioned against
attributing undue certainty to forward-looking statements.
NOTE TO UNITED STATES READERS-
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Company is permitted, under a multi-jurisdictional disclosure system adopted by the United
States, to prepare this annual report in accordance with Canadian disclosure requirements, which
are different from those of the United States. The Company prepares its financial statements,
which are filed with this report on Form 40-F, in accordance with Canadian generally accepted
accounting principles which are reconciled to United States generally accepted accounting
principles in Note 25 of the comparative audited consolidated financial statements of the Company.
CURRENCY
Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F are in United
States dollars. The exchange rate of Canadian dollars into United States dollars, on December 31,
2007, based upon the noon buying rate in New York City for cable transfers payable in Canadian
dollars as certified for customs purposes by the Federal Reserve Bank of New York, was U.S.$1.00=CDN$1.012.
RESOURCE AND RESERVE ESTIMATES
The Companys Annual Information Form (AIF) filed as Exhibit 99.1 to this annual report
on Form 40-F has been prepared in accordance with the requirements of the securities laws in effect
in Canada, which differ from the requirements of United States securities laws. The terms mineral
reserve, proven mineral reserve and probable mineral reserve are Canadian mining terms as
defined in accordance with Canadian National Instrument 43-101 Standards of Disclosure for
Mineral Projects (NI 43-101) and the Canadian Institute of Mining, Metallurgy and Petroleum (the
CIM) CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM
Council, as amended. These definitions differ from the definitions in the United States Securities
and Exchange Commission (SEC) Industry Guide 7 (SEC Industry Guide 7) under the United States
Securities Act of 1933, as amended. Under SEC Industry Guide 7 standards, a final or bankable
feasibility study is required to report reserves, the three-year historical average price is used
in any reserve or cash flow analysis to designate reserves and the primary environmental analysis
or report must be filed with the appropriate governmental authority.
In addition, the terms mineral resource, measured mineral resource, indicated mineral
resource and inferred mineral resource are defined in and required to be disclosed by NI 43-101;
however, these terms are not defined terms under SEC Industry Guide 7 and are normally not
permitted to be used in reports and registration statements filed with the SEC. Investors are
cautioned not to assume that any part or all of mineral deposits in these categories will ever be
converted into reserves. Inferred mineral resources have a great amount of uncertainty as to
their existence, and great uncertainty as to their economic and legal feasibility. It cannot be
assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher
category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of
feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume
that all or any part of an inferred mineral resource exists or is economically or legally mineable.
Disclosure of contained ounces in a resource is permitted disclosure under Canadian regulations;
however, the SEC normally only permits issuers to report mineralization that does not constitute
reserves by SEC standards as in place tonnage and grade without reference to unit measures.
Accordingly, information contained in this report and the documents incorporated by reference
herein containing descriptions of our mineral deposits may not be comparable to similar information
made public by U.S. companies subject to the reporting and disclosure requirements under the United
States federal securities laws and the rules and regulations thereunder.
ANNUAL INFORMATION FORM
The Companys AIF for the fiscal year ended December 31, 2007 is filed as Exhibit 99.1 and
incorporated by reference in this annual report on Form 40-F.
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AUDITED ANNUAL FINANCIAL STATEMENTS AND
MANAGEMENTS DISCUSSION AND ANALYSIS
Audited Annual Financial Statements
The audited consolidated financial statements of the Company as of December 31, 2007 and 2006 and
for each of the three years in the period ended December 31, 2007, including the reports of the
Independent Registered Chartered Accountants with respect thereto, are filed as Exhibit
99.3 and incorporated by reference in this annual report on Form 40-F. For a reconciliation of
material differences between Canadian and United States generally accepted accounting principles,
see Note 25 to the Companys audited consolidated financial statements.
Managements Discussion and Analysis
The
Companys managements discussion and analysis (MD&A) is filed as Exhibit 99.2 and
incorporated by reference in this annual report on Form 40-F.
Tax Matters
Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under
the laws of the United States and Canada that are not described in this annual report on Form 40-F.
DISCLOSURE CONTROLS AND PROCEDURES
At the end of the period covered by this report, an evaluation was carried out under the
supervision of and with the participation of the Companys management, including the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design
and operations of the Companys disclosure controls and procedures (as defined in Rule 13a 15(e)
and Rule 15d 15(e) under the Exchange Act). Based on that evaluation the CEO and the CFO have
concluded that as of the end of the period covered by this report, the Companys disclosure
controls and procedures were adequately designed and effective in ensuring that: (i) information
required to be disclosed by the Company in reports that it files or submits to the Securities and
Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in applicable rules and forms and (ii) material information required to
be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our
management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions
regarding required disclosure.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Companys management is responsible for establishing and maintaining adequate internal control
over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our
internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation and fair presentation of
financial statements for external purposes in accordance with generally accepted accounting
principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the design and operation of the Companys internal control
over financial reporting as of March 10, 2008, based on the criteria set forth in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. This evaluation included review of the documentation of controls, evaluation of the
design effectiveness of controls, testing of the operating effectiveness of controls and a
conclusion on this evaluation. Based on this evaluation, management has concluded that the
Companys internal control over financial reporting was effective as of December 31, 2007.
As this report is required for U.S. reporting purposes, the Company is a foreign private issuer
as defined in Rule 3b-4 of the Exchange Act, and the Company is a large accelerated filer, the
Company is required to provide an auditors attestation report on internal control over financial
reporting. The Companys Independent Registered Chartered Accountants has issued an attestation
report on the Companys internal control over financial reporting as of December 31, 2007 included
in the Companys audited consolidated financial statements which is incorporated by reference as
Exhibit 99.3 hereto.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
During the period covered by this annual report on Form 40-F, no changes occurred in the Companys
internal control over financial reporting that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting.
The Companys management, including the CEO and CFO, does not expect that its disclosure controls
and procedures or internal controls and procedures will prevent all error and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs.
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Because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, within the Company have
been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all potential future
conditions; over time, control may become inadequate because of changes in conditions, or the
degree of compliance with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and
not be detected.
CORPORATE GOVERNANCE
The Company is listed on the Toronto Stock Exchange (TSX) and is required to describe its
practices and policies with regard to corporate governance with specific reference to the TSX
guidelines on an annual basis by way of a corporate governance statement contained in the companys
annual report or information circular. The Company is also listed on the New York Stock Exchange
(NYSE) and additionally complies as necessary with the rules and guidelines of NYSE as well as
the United States Securities and Exchange Commission (SEC). The Company reviews its governance
practices on an ongoing basis to ensure it is in compliance. The Company is complying with
applicable new and revised rules and regulations, introduced pursuant to the Sarbanes-Oxley Act in
the United States, by the SEC and NYSE, as well as changes arising from discussions between the TSX
and Ontario Securities Commission, within the timeframes specified as the revisions and new
requirements come into effect.
The Companys Board of Directors has separately designated standing Governance and Nominating and
Sustainability, Environment, Health and Safety Committees. The Companys Board of Directors has
determined that all the members of the Compensation, and Sustainability, Environment, Health and
Safety Committees are independent, based on the criteria for independence and unrelatedness
prescribed by the Sarbanes-Oxley Act of 2002, section 10A(m)(3), and the NYSE Listed Company
Manual. The Nominating and Corporate Governance Committee is comprised of all independent
directors as defined by Sarbanes-Oxley Act of 2002, section 10A(m)(3), and the NYSE Listed Company
Manual, and one non-independent director, Douglas M. Holtby, the Vice Chairman of the Board.
Corporate governance relates to the activities of the Companys board of directors (the Board),
the members of which are elected by and are accountable to the shareholders, and takes into account
the role of the individual members of management who are appointed by the Board and who are charged
with the day to day management of the Company. The Board is committed to sound corporate
governance practices which are both in the interest of its shareholders and contribute to effective
and efficient decision making.
Canadian National Instrument 58-201 Corporate Governance Guidelines (NP 58-201) establishes
corporate governance guidelines which apply to all Canadian public companies. The Company has
reviewed its own corporate governance practices in light of these guidelines. In certain cases,
the Companys practices comply with the guidelines; however, the Board considers that some of the
guidelines are not suitable for the Company at its current stage of development and therefore these
guidelines have not been adopted. National Instrument 58-101 Disclosure of Corporate Governance
Practices mandates disclosure of corporate governance practices.
AUDIT COMMITTEE
The Companys Board of Directors has a separately designated standing Audit Committee established
in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the Companys Audit
Committee are identified on pages 102 and 103 of the Annual Information Form, attached herewith as
Exhibit 99.1 and incorporated by reference. In the opinion of the Companys Board of Directors,
all members of the Audit Committee are independent (as determined under Rule 10A-3 of the Exchange
Act and the rules of the American Stock Exchange) and are financially literate.
Audit Committee Financial Expert
Kenneth
Williamson, Beverley Briscoe and Larry Bell are all financial experts, in that each has an
understanding of generally accepted accounting principles and financial statements; is able to
assess the general application of accounting principles in connection with the accounting for
estimates, accruals and reserves; has experience preparing, auditing, analyzing or evaluating
financial statements that entail accounting issues of equal complexity to the Companys financial
statements (or actively supervising another person who did so); has an understanding of internal
controls and procedures for financial reporting and an understanding of audit committee functions.
The members of the Audit Committee do not have fixed terms and are appointed and replaced from time
to time by resolution of the board of directors.
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The Audit Committee meets with the President and Chief Executive Officer and the Chief Financial
Officer of the Company and the Companys independent registered chartered accountants to review and
inquire into matters affecting financial reporting, the system of internal accounting and financial
controls, as well as audit procedures and audit plans. The Audit Committee also recommends to the
Board of Directors the auditors to be appointed. In addition, the Committee reviews and recommends
to the board of directors for approval the annual financial statements, the Management Discussion
and Analysis, and undertakes other activities required by regulatory authorities.
Audit Committee Charter
The Companys Audit Committee Charter is available on the Companys website at www.goldcorp.com or
in print to any shareholder who provides the Company with a written request.
PRINCIPAL ACCOUNTING FEES AND SERVICES INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
Deloitte & Touche LLP acted as the Companys Independent Registered Chartered Accountants for the
fiscal year ended December 31, 2007. See page 104 of the Registrants Annual Information Form,
which is attached hereto as Exhibit 99.1 for the total amount billed to the Company by Deloitte &
Touche LLP for services performed in the last two fiscal years by category of service (for audit
fees, audit-related fees, tax fees and all other fees) in Canadian dollars.
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS
See page 103 of the Registrants Annual Information Form incorporated by reference to this document
as Exhibit 99.1.
OFF-BALANCE SHEET TRANSACTIONS
The Company does not have any off-balance sheet financing arrangements or relationships with
unconsolidated special purpose entities.
CODE OF ETHICS
The Board has adopted a written Code of Business Conduct and Ethics by which it and all officers
and employees of the Company abide. In addition, the Board, through its meetings with management
and other informal discussions with management, encourages a culture of ethical business conduct
and believes the Companys high caliber management team promotes a culture of ethical business
conduct throughout the Companys operations and is expected to monitor the activities of the
Companys employees, consultants and agents in that regard. The Board encourages any concerns
regarding ethical conduct in respect of the Companys operations to be raised, on an anonymous
basis, with the President and CEO, the Chairman, or another Board member as appropriate.
It is a requirement of applicable corporate law that directors and senior officers who have an
interest in a transaction or agreement with the Company promptly disclose that interest at any
meeting of the Board at which the transaction or agreement will be discussed and, in the case of
directors, abstain from discussions and voting in respect to same if the interest is material.
These requirements are also contained in the Companys Articles, which are made available to the
directors and senior officers of the Company.
All amendments to the code, and all waivers of the code with respect to any of the officers covered
by it, will be posted on the Companys website, submitted on Form 6-K and provided in print to any
shareholder who requests them. The Companys Code of Conduct and Ethic is located on its website
at www.goldcorp.com.
CONTRACTUAL OBLIGATIONS
The information provided under the heading Managements Discussion and Analysis Contractual
Obligations contained in Exhibit 99.2 as filed with this annual report on Form 40-F
contains the Companys disclosure of contractual obligations and is incorporated by reference
herein.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the
year ended December 31, 2007 concerning any equity security subject to a blackout period under Rule
101 of Regulation BTR.
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UNDERTAKING
The Company undertakes to make available, in person or by telephone, representatives to respond to
inquiries made by the
Commission staff, and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises; or transactions in
said securities.
CONSENT TO SERVICE OF PROCESS
The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with
respect to the class of securities in relation to which the obligation to file the Form 40-F
arises.
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EXHIBITS |
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99.1
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Annual Information Form of the Company for the year ended December 31, 2007 |
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99.2
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Managements Discussion and Analysis |
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99.3
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Annual Financial Statements |
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99.4
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Certifications of Chief Executive Officer and Chief Financial Officer
pursuant to Rule 13(a)-14(a) or 15(d)-14 of the Securities Exchange Act of
1934 |
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99.5
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Certifications of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 |
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99.6
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Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants |
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99.7
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Consent of S. Blais |
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99.8
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Consent of D. Crick |
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99.9
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Consent of A. Stechishen |
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99.10
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Consent of S. Price |
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99.11
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Consent of P. Nakai-Lajoie |
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99.12
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Consent of I. Gotz |
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99.13
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Consent of A. Cheatle |
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99.14
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Consent of T. Sanford |
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99.15
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Consent of R. Bryson |
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99.16
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Consent of P. Maloney |
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99.17
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Consent of F. Brown |
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99.18
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Consent of J. Simoneau |
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99.19
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Consent of N. Prudhomme |
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99.20
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Consent of R. Rivera |
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99.21
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Consent of P. J. Barton |
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99.22
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Consent of A. Ross |
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99.23
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Consent of M. Hester |
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99.24
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Consent of D. Kappes |
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99.25
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Consent of J. Lupo |
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99.26
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Consent of S. Ristorcelli |
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99.27
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Consent of V. Spring |
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99.28
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Consent of G. Watts |
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99.29
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Consent of L. Rivera |
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99.30
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Consent of H. Burgess |
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99.31
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Consent of B. T. Hennessey |
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99.32
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Consent of D. T. Wells |
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99.33
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Consent of J. Voorhees |
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the
requirements for filing on Form 40-F and has duly caused this annual report to be signed on its
behalf by the undersigned, thereto duly authorized.
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GOLDCORP INC. |
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By:
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/s/ C. Kevin McArthur |
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Name:
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C. Kevin McArthur |
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Title:
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President and Chief Executive Officer |
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Date: March 28, 2008
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