UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 40-F

 

 

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

Commission file number: 001-12970

 

 

 

 

LOGO

Goldcorp Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Ontario, Canada   1041   Not Applicable

(Province or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code)

 

(I.R.S. Employer

Identification No.)

Suite 3400 — 666 Burrard Street

Vancouver, British Columbia

V6C 2X8 Canada

(604) 696-3000

(Address and Telephone Number of Registrant’s Principal Executive Offices)

CT Corporation System

111 Eighth 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:

 

Title of Each Class:

  

Name of Each Exchange On Which Registered:

Common Shares    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:

 

  Annual Information Form      Audited Annual Financial Statements

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 867,346,303 (as of December 31, 2017).

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.

  ☒  Yes            ☐  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

  ☐  Yes            ☐  No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

†  The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

 


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 Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Exchange Act, the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the United States Securities and Exchange Commission (“SEC”), all as may be amended from time to time, concerning the business, operations and financial performance and condition of the Company. The following cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. 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 mineral resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, targeted cost reductions, capital expenditures, free cash flow, 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 words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variations or comparable language of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should” “might” or “will”, “occur” or “be achieved” or the negative connotation thereof.

Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of the Company to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, among others, gold price volatility, discrepancies between actual and estimated production, mineral reserves and mineral resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), changes in national and local government legislation, taxation, controls or regulations and/or change in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States and other jurisdictions in which the Company does or may carry on business in the future, delays, suspensions or technical challenges associated with capital projects, higher prices for fuel, steel, power, labor and other consumables, currency fluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although the Company believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

 

-2-


Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: future prices of gold, silver, copper, lead and zinc; risks related to international operations, including economic and political instability in foreign jurisdictions in which the Company operates; risks related to current global financial conditions; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; environmental risks; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; mine development and operating risks; accidents, labor disputes and other risks of the mining industry; risks associated with restructuring and cost efficiency initiatives; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; risks related to the integration of acquisitions; risks related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled “Description of Business – Risk Factors” in the Company’s annual information form for the year ended December 31, 2017 (the “AIF”) attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein. Although the Company 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 to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this annual report on Form 40-F are made as of the date of this annual report on Form 40-F and, accordingly, are subject to change after such date. Except as otherwise indicated by the Company, these statements do not reflect the potential impact of any non-recurring or other special items or of any disposition, monetization, merger, acquisition, other business combination or other transaction that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of the Company’s operating environment. The Company does not intend or undertake to publicly update any forward-looking statements that are included in this document, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

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 annual report on Form 40-F, in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), including the report of the Independent Registered Public Accounting Firm with respect thereto, which are attached as Exhibit 99.3 to this annual report on Form 40-F (the “Audited Financial Statements”) and incorporated by reference herein.

CURRENCY

Unless otherwise indicated, all dollar amounts in this annual report on Form 40-F are in United States dollars and Canadian dollars are referred to as “Canadian dollars” or “C$”. The exchange rate of United States dollars into Canadian dollars, on December 29, 2017 based upon the daily average exchange rate as published by the Bank of Canada, was U.S.$1.00=C$1.2545. The exchange rate of United States dollars into Canadian dollars, on March 22, 2018 based upon the daily average exchange rate as published by the Bank of Canada, was U.S.$1.00=C$1.2908.

RESOURCE AND RESERVE ESTIMATES

The Company’s AIF attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein 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 and uses terms that are not recognized by the SEC.

Canadian reporting requirements for disclosure of mineral properties are governed by the Canadian Securities Administrators’ National Instrument 43-101 Standards of Disclosure for Mineral Projects  (“NI 43-101”). The definitions used in NI 43-101 are incorporated by reference from the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) – Definition Standards adopted by CIM Council on May 10, 2014 (the “CIM Definition Standards”). U.S. reporting requirements are governed by the SEC Industry Guide 7 (“Industry Guide 7”) under the Securities Act. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, the terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in Industry Guide 7. Under Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Further, under Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.

 

-3-


While 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, these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Readers are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. In addition, “inferred mineral resources” have a great amount of uncertainty as to their existence and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Under Canadian regulations, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Readers 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 if such disclosure includes the grade or quality and the quantity for each category of mineral resource and mineral reserve; 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 annual report on Form 40-F and the documents incorporated by reference herein containing descriptions of the Company’s mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

DISCLOSURE CONTROLS AND PROCEDURES

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer (“CEO”) and the Executive Vice President and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) under the Exchange Act) as of December 31, 2017. Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this annual report on Form 40-F, the Company’s disclosure controls and procedures were effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the SEC under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in the Company’s reports filed under the Exchange Act was accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL

CONTROL OVER FINANCIAL REPORTING

Management’s Responsibility, Evaluation and Report

The Company’s 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. The Company’s 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.

The Company’s management, including its 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.

 

-4-


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 controls. The design of any system of controls is also 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, controls 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.

With the participation of the CEO and CFO, management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of December 31, 2017, following the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) . 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 concluded in its report that the Company’s internal control over financial reporting was effective as of December 31, 2017.

Management’s annual report on internal control over financial reporting (the “Report”) is included with the Audited Financial Statements which are attached as Exhibit 99.3 to this annual report on Form 40-F and incorporated by reference herein.

ATTESTATION REPORT OF THE INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Company’s Independent Registered Public Accounting Firm has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2017 included with the Audited Financial Statements which are attached as Exhibit 99.3 to this annual report on Form 40-F.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

During the period covered by this annual report on Form 40-F, no changes occurred in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

CORPORATE GOVERNANCE

The Company is listed on the Toronto Stock Exchange and is required to describe its practices and policies with regard to corporate governance, with specific reference to National Instrument 58-101 Disclosure of Corporate Governance Practices, on an annual basis by way of certain disclosures contained in the Company’s management information circular. The Company is also listed on the New York Stock Exchange (“NYSE”) and additionally complies with the applicable rules and guidelines of the NYSE as well as the SEC, including those applicable rules and regulations resulting from the Sarbanes-Oxley Act of 2002. As a result, the Company believes that there are no significant differences between its corporate governance practices and those required to be followed by United States domestic issuers under the applicable rules and guidelines of the NYSE.

The Company’s Board of Directors (“Board”) has the following four separately designated and standing committees:

 

   

the Audit Committee;

 

   

the Human Resources and Compensation Committee;

 

-5-


   

the Governance and Nominating Committee; and

 

   

the Sustainability Committee.

Each of these committees are independent of management and report directly to the Board. The Board, with the assistance of its Governance and Nominating Committee, has determined that all the members of these committees are independent, as that term is defined by the NYSE’s corporate governance listing standards applicable to the Company. The members of each committee of the Board are identified under the heading “Directors and Officers” beginning on page 97 of the AIF attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein.

The Company reviews its governance practices and monitors developments in Canada and the United States on an ongoing basis to ensure it is in compliance with applicable rules and standards. 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.

The charters for each of the Company’s standing committees are available for review on the Company’s website at www.goldcorp.com and in print without charge to any shareholder that provides the Company with a written request addressed to the Company’s Corporate Secretary.

AUDIT COMMITTEE

The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Company’s Audit Committee are identified under the heading “Audit Committee” on page 106 of the AIF which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein. In the opinion of the Board, all members of the Audit Committee are financially literate and independent, as such terms are defined by the NYSE’s corporate governance listing standards applicable to the Company and as determined under Rule 10A-3 of the Exchange Act.

Audit Committee Financial Experts

The Board has determined that Beverley A. Briscoe (Chair), Clement Pelletier, Blanca Treviño and Kenneth F. Williamson are all audit committee financial experts under the applicable criteria prescribed by the NYSE and the SEC in the general instructions of Form 40-F.

Audit Committee Charter

The Company’s Audit Committee Charter is available on the Company’s website at www.goldcorp.com , in print without charge to any shareholder that provides the Company with a written request addressed to the Company’s Corporate Secretary, and is attached as Schedule “A” to the AIF, which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein.

PRINCIPAL ACCOUNTING FEES AND SERVICES –

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte LLP acted as the Company’s Independent Registered Public Accounting Firm for the financial year ended December 31, 2017. For a description of the total amount billed to the Company by Deloitte LLP for services performed in the last two financial years by category of service (audit fees, audit-related fees, tax fees and all other fees), see “Audit Committee – External Auditor Service Fees” on page 108 of the AIF, which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein.

 

-6-


PRE-APPROVAL OF NON-AUDIT SERVICES PROVIDED BY

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For a description of the Company’s pre-approval policies and procedures related to the provision of non-audit services, see “Audit Committee – Pre-Approval Policies and Procedures” on page 108 of the AIF, which is attached as Exhibit 99.1 to this annual report on Form 40-F and incorporated by reference herein.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.

CODE OF CONDUCT

The Board has adopted a Code of Conduct that applies to all directors, officers and employees of the Company. The Code of Conduct also sets out the Company’s whistleblower policy and, therefore, includes a whistleblower reporting mechanism into the Code of Conduct. The Company’s Audit Committee has responsibility for monitoring compliance with the Code of Conduct by ensuring all directors, officers and employees receive and become thoroughly familiar with the Code of Conduct and acknowledge their support and understanding of the Code of Conduct.

In addition, the Board, through its meetings with management and other informal discussions with management, encourages a culture of ethical business conduct. The Board believes the Company’s management team promotes a culture of ethical business conduct throughout the Company’s operations, and expects the Company’s management team to monitor the activities of the Company’s employees, consultants and agents in that regard. The Board encourages any concerns regarding ethical conduct in respect of the Company’s operations to be raised with the Company’s Chairperson of the Audit Committee; Regional Vice Presidents; local management teams; Director, Ethics and Compliance; Internal Audit Head; Vice President, Regulatory Compliance; or General Counsel, as appropriate. Concerns regarding ethics-related matters can also be raised through Goldcorp’s confidential ethics reporting channels. In addition, the Company has implemented an Ethics and Compliance program and monitors adherence with the Code of Conduct through periodic and ad hoc reviews.

All amendments to the Code of Conduct, and all waivers of the Code of Conduct with respect to the Company’s principal executive officer, principal financial officer, principal accounting officer or other persons performing similar functions, will be posted on the Company’s website, submitted on Form 6-K and provided in print to any shareholder that provides the Company with a written request addressed to the Company’s Corporate Secretary.

The Company’s Code of Conduct is available on SEDAR at www.sedar.com, on the SEC website at www.sec.gov, on its website at www.goldcorp.com and in print without charge to any shareholder that provides the Company with a written request addressed to the Company’s Corporate Secretary.

CONTRACTUAL OBLIGATIONS

For a description of the contractual obligations of the Company, see “Commitments” starting on page 27 of the Company’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2017 (the “MD&A”) which is attached as Exhibit 99.2 to this annual report on Form 40-F and incorporated by reference herein.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2017 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

 

-7-


MINE SAFETY DISCLOSURE

Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Financial Reform Act”) requires that each operator of a coal or other mine disclose in this report certain information about its U.S. mining operations, including the number of certain types of violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the U.S. Labor Department’s Mine Safety and Health Administration (“MSHA”). The Company does not have any U.S. mining operations and, as a result, this information is not required.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Audited Financial Statements, the MD&A and the AIF can be found on SEDAR at www.sedar.com , on the SEC website at www.sec.gov or on the Company’s website at www.goldcorp.com . Shareholders may also contact the Company’s Corporate Secretary by phone at (604) 696-3000 or by e-mail at info@goldcorp.com to request copies of these documents and this annual report on Form 40-F for no charge.

CONTACTING THE BOARD

Company shareholders, employees and other interested parties may communicate directly with the Board by:

 

  

writing to:

  

Vice Chair and Lead Director

  
     

Goldcorp Inc.

  
     

3400 Park Place

  
     

666 Burrard Street

  
     

Vancouver, BC V6C 2X8

  
  

calling:

  

1-866-696-3055 or 1-604-696-3055

  
  

emailing:

  

directors@goldcorp.com

  

UNDERTAKING

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC 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 has previously filed with the SEC a written consent to service of process and power of attorney on Form F-X. Any change to the name or address of the Company’s agent for service shall be communicated promptly to the SEC by amendment to the Form F-X referencing the file number of the Company.

 

EXHIBITS     
  99.1    Annual Information Form of the Company for the year ended December 31, 2017
  99.2    Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2017
  99.3    Audited Consolidated Financial Statements of the Company for the year ended December 31, 2017
  99.4    Certifications of President and Chief Executive Officer and Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

 

-8-


  99.5    Certifications of President and Chief Executive Officer and Executive Vice President 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
  99.6    Consent of Deloitte LLP, Independent Registered Public Accounting Firm
  99.7    Consent of Ivan Mullany
  99.8    Consent of Stephane Blais
  99.9    Consent of Christopher Osiowy
  99.10    Consent of Nuri Hmidi
  99.11    Consent of Christine Beausoleil
  99.12    Consent of Denis Fleury
  99.13    Consent of Andy Fortin
  99.14    Consent of Luc Joncas
  99.15    Consent of Dan Redmond
  99.16    Consent of Dr. Sally Goodman
  99.17    Consent of Dr. Guillermo Pareja
  99.18    Consent of Andrew de Ruijter
  99.19    Consent of Andrew Tripp
  99.20    Consent of Kevin Murray
  99.21    Consent of Rosmery Cárdenas Barzola
  99.22    Consent of Hugo Miranda
  99.23    Consent of Holger Krutzelmann
101.INS    XBRL Instance Document
101.SCH    XBRL Taxonomy Extension Schema
101.CAL    XBRL Taxonomy Calculation Linkbase
101.LAB    XBRL Taxonomy Extension Labels Linkbase
101.PRE    XBRL Taxonomy Extension Presentation Linkbase
101.DEF    XBRL Taxonomy Extension Definition Document

 

-9-


SIGNATURES

Pursuant to the requirements of the Exchange Act, the Company 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.

 

 

GOLDCORP INC.

 

By:

 

/s/ David Garofalo

 

Name:

 

David Garofalo

Date: March 23, 2018

 

Title:

 

President and Chief Executive Officer

 

-10-

Exhibit 99.1

 

 

LOGO


GOLDCORP INC.

ANNUAL INFORMATION FORM

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2017

TABLE OF CONTENTS

DESCRIPTION    PAGE NO.  

INTRODUCTORY NOTES

     2  

CORPORATE STRUCTURE

     5  

GENERAL DEVELOPMENT OF THE BUSINESS

     7  

DESCRIPTION OF THE BUSINESS

     12  

PRINCIPAL PRODUCTS

     12  

COMPETITIVE CONDITIONS

     12  

OPERATIONS

     12  

SUSTAINABILITY

     13  

SAFETY COMMITMENT

     14  

ENVIRONMENTAL MATTERS

     16  

HUMAN RIGHTS POLICY

     16  

DIVERSITY AND INCLUSION POLICY

     17  

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

     19  

TECHNICAL INFORMATION

     19  

MINERAL PROPERTIES

     25  

RED LAKE MINES, CANADA

     25  

ÉLÉONORE MINE, CANADA

     36  

PEÑASQUITO MINE, MEXICO

     45  

PUEBLO VIEJO MINE, DOMINICAN REPUBLIC

     56  

CERRO NEGRO MINE, ARGENTINA

     66  

RISK FACTORS

     76  

DIVIDENDS

     93  

DESCRIPTION OF CAPITAL STRUCTURE

     94  

INDEBTEDNESS

     94  

MARKET FOR SECURITIES

     96  

DIRECTORS AND OFFICERS

     97  

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

     105  

TRANSFER AGENT AND REGISTRAR

     105  

LEGAL PROCEEDINGS

     105  

MATERIAL CONTRACTS

     105  

INTERESTS OF EXPERTS

     105  

AUDIT COMMITTEE

     106  

ADDITIONAL INFORMATION

     108  

SCHEDULE “A” TERMS OF REFERENCE FOR THE AUDIT COMMITTEE

     A-1  

 

- 1 -


INTRODUCTORY NOTES

Cautionary Note Regarding Forward-Looking Statements

This annual information form contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the United States Exchange Act of 1934, as amended, the United States Private Securities Litigation Reform Act of 1995, or in releases made by the United States Securities and Exchange Commission (“ SEC ”), all as may be amended from time to time, and “forward-looking information” under the provisions of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Goldcorp Inc. (“ we ”, “ us ”, “ our ” or “ Goldcorp ”). Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, silver, zinc, copper and lead, the estimation of Mineral Reserves (as defined below) and Mineral Resources (as defined below), the realization of Mineral Reserve estimates, the timing and amount of estimated future production, costs of production, targeted cost reductions, capital expenditures, free cash flow, costs and timing of the development of new deposits, success of exploration activities, permitting and certification time lines, hedging practices, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, health, safety and diversity initiatives, 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 words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variations or comparable language of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will”, “occur” or “be achieved” or the negative connotation thereof.

Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding our present and future business strategies and the environment in which we will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain important factors that could cause actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, gold price volatility, discrepancies between actual and estimated production, Mineral Reserves and Mineral Resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), changes in national and local government legislation, taxation, controls or regulations and/or change in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States, Mexico, Argentina, Chile, the Dominican Republic or other jurisdictions in which we carry on business, or may carry on business in the future, delays, suspensions or technical challenges associated with capital projects, higher prices for fuel, steel, power, labour and other consumables, currency fluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although we believe our expectations are based upon reasonable assumptions and have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause our actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: future prices of gold, silver, zinc, copper and lead; mine development and operating risks; possible variations in ore reserves, grade or recovery rates; risks related to international operations, including economic and political instability in foreign jurisdictions in which we operate; risks related to current global financial conditions; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; environmental risks; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; failure of plant, equipment or processes to

 

- 2 -


operate as anticipated; accidents, labour disputes and other risks of the mining industry; risks associated with restructuring and cost-efficiency initiatives; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; risks related to the integration of acquisitions; risks related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled “Risk Factors” in this annual information form. Although we have 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 to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this annual information form are made as of the date of this annual information form and, accordingly, are subject to change after such date. Except as otherwise indicated by us, these statements do not reflect the potential impact of any non-recurring or other special items or of any disposition, monetization, merger, acquisition, other business combination or other transaction that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of our operating environment. We do not intend or undertake to publicly update any forward-looking statements that are included in this annual information form, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources

The Mineral Resource and Mineral Reserve estimates contained in this annual information form have been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws and use terms that are not recognized by the SEC. Canadian reporting requirements for disclosure of mineral properties are governed by the Canadian Securities Administrators’ National Instrument 43-101 Standards of Disclosure for Mineral Projects (“ NI 43-101 ”). The definitions used in NI 43-101 are incorporated by reference from the Canadian Institute of Mining, Metallurgy and Petroleum (“ CIM ”) — Definition Standards adopted by CIM Council on May 10, 2014 (the “ CIM Definition Standards ”). U.S. reporting requirements are governed by the SEC Industry Guide 7 (“ Industry Guide 7 ”) under the United States Securities Act of 1933, as amended. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, the terms “Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in NI 43-101, and these definitions differ from the definitions in Industry Guide 7. Under Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Further, under Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.

While 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, these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. United States readers are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. In addition, “Inferred Mineral Resources” have a great amount of uncertainty as to their existence and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an Inferred Mineral Resource may be upgraded to a higher category. Under Canadian regulations, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. United States readers 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 if such disclosure includes the grade or quality and the quantity for each category of Mineral Resource and Mineral Reserve; 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.

 

- 3 -


Accordingly, information contained in this annual information form containing descriptions of our mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

Currency Presentation and Exchange Rate Information

This annual information form contains references to United States dollars (“ $ ” or “ US$ ”) and Canadian dollars (“ Canadian dollars ” or “ C$ ”). All dollar amounts referenced, unless otherwise indicated, are expressed in United States dollars.

The high, low, average and closing exchange rates for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada, for each of the three years in the period ended December 31, 2017, were as follows:

 

                  Year ended December 31                     
              2017                     2016                     2015        
     

High

            C$1.2128                   C$1.2544                     C$1.1728        

Low

  C$1.3743         C$1.4589           C$1.3990        

Average (1)

  C$1.2988         C$1.3253           C$1.2787        

Closing

  C$1.2588         C$1.3427           C$1.3840        

(1) Calculated as an average of the daily noon rates for 2015 and 2016. For 2017, calculated as prior day daily average.

On March 22, 2018, the daily average rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada, was US$1.00 = C$1.2908.

Gold, Silver, Zinc, Copper and Lead Prices

The high, low, average and closing afternoon fixing gold and silver prices in United States dollars per troy ounce, as quoted by the London Bullion Market Association, and the official cash settlement copper prices in United States dollars per pound, as quoted on the London Metals Exchange, for each of the three years in the period ended December 31, 2017, were as follows:

 

     Year ended December 31    
     Gold      Silver    Zinc  
       2017          2016          2015          2017          2016        2015          2017          2016          2015    

High

   $1,346    $1,366    $1,296    $18.56    $20.71    $18.23    $1.53    $1.32    $1.10

Low

   $1,151    $1,077    $1,049    $15.22    $13.58    $13.71    $1.10    $0.66    $0.67

Average

   $1,257    $1,251    $1,160    $17.05    $17.14    $15.68    $1.31    $0.95    $0.87

Closing

   $1,291    $1,146    $1,060    $16.87    $16.24    $13.82    $1.50    $1.16    $0.72

 

- 4 -


The high, low, average and closing official cash settlement lead and zinc prices in United States dollars per pound, as quoted on the London Metal Exchange, for each of the three years in the period ended December 31, 2017, were as follows:

 

   

Year ended December 31

    Copper     Lead  
        2017           2016           2015           2017           2016           2015    
                               

High

  $3.27   $2.69   $2.94   $1.17   $1.12   $0.98

Low

  $2.48   $1.96   $2.05   $0.91   $0.72   $0.71

Average    

  $2.80   $2.21   $2.48   $1.05   $0.85   $0.81

Closing

  $3.25   $2.50   $2.13   $1.13   $0.90   $0.82

CORPORATE STRUCTURE

Goldcorp is a corporation governed by the Business Corporations Act (Ontario) following its amalgamation with Glamis Gold Ltd. on December 1, 2006. Our head office is located at Suite 3400, Park Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8 and our registered office is located at Suite 2100, 40 King Street West, Toronto, Ontario, M5H 3C2.

 

- 5 -


The following chart illustrates our principal subsidiaries (collectively, the “ Subsidiaries ”), together with the governing law of each Subsidiary and the percentage of voting securities we beneficially own, control or direct, as well as our material properties as at December 31, 2017. In this annual information form, except as otherwise required by the context, any reference to “we”, “us”, “our” or “Goldcorp” means, collectively, Goldcorp Inc. and the Subsidiaries.

 

LOGO

(1)   Unless otherwise noted, each Subsidiary is wholly-owned, directly or indirectly, by Goldcorp.

 

- 6 -


GENERAL DEVELOPMENT OF THE BUSINESS

We are a senior gold producer engaged in the acquisition, exploration, development, operation, and reclamation of precious metal properties in Canada, the United States, Mexico, and Central and South America. Our current sources of operating cash flows are primarily from the sale of gold, silver, zinc, copper and lead. Our common shares (the “ Common Shares ”) are listed and posted for trading on the New York Stock Exchange (“ NYSE ”) under the symbol “GG” and on the Toronto Stock Exchange (“ TSX ”) under the symbol “G”.

As at December 31, 2017, our key operating mines and development projects are as follows:

Operations

 

  Name of Mine    Ownership   Location  

 

    Material    

    Property    

 

 

Red Lake gold mines (“ Red Lake Mines ”)

   100%   Ontario, Canada   Yes

Éléonore gold mine (“ Éléonore Mine ”)

   100%   Québec, Canada   Yes

Porcupine gold mines (“ Porcupine Mine ”)

   100%   Ontario, Canada   No

Musselwhite gold mine (“ Musselwhite  Mine ”)

   100%   Ontario, Canada   No

Peñasquito gold-silver-lead-zinc mine
(“ Peñasquito Mine ”)

   100%   Mexico   Yes

Pueblo Viejo gold-silver-copper mine
(“ Pueblo Viejo Mine ”)

   40%   Dominican
Republic
  Yes

Cerro Negro gold-silver mine
(“ Cerro Negro Mine ”)

   100%   Argentina   Yes

Bajo de la Alumbrera gold-copper mine
(“ Alumbrera Mine ”)

   37.5%   Argentina   No

Development Projects

 

 

  Name of Project

 

   Ownership   Location  

 

    Material    

    Property    

 

Coffee gold project (“ Coffee Project ”)

   100%   Yukon, Canada   No

Borden gold project (“ Borden Project ”)

   100%   Ontario, Canada   No

NuevaUnión gold-copper project
(“ NuevaUnión Project ”)

   50%   Chile   No

Norte Abierto gold project (formerly Cerro
Casale/Caspiche gold project)
(“ Norte Abierto Project ”)

   50%   Chile   No

 

- 7 -


The following map illustrates our key operating mines and development projects, located in Canada, Mexico, Argentina, Chile and the Dominican Republic.

 

LOGO

 

- 8 -


Three Year History

2015

On February 20, 2015, we completed the sale of the Wharf gold mine in the United States to Coeur Mining, Inc. for total cash consideration of $99 million, after closing adjustments.

On March 12, 2015, we announced that our Subsidiary, Minera Peñasquito, S.A. de C.V. (“ Minera Peñasquito ”), had reached a definitive court approved settlement with the Cerro Gordo Ejido for the use of 600 hectares (approximately 1,483 acres) of surface land located within the confines of the proposed Peñasquito Mine site. Minera Peñasquito had negotiated an agreement for the use of the land prior to construction of the mine; however, in 2009, the Cerro Gordo Ejido commenced an action against Minera Peñasquito in Mexico’s agrarian courts challenging the land use agreement. Following a series of legal proceedings, the agrarian courts ruled on June 18, 2013 that the land use agreement was null and ordered the land to be returned to the Cerro Gordo Ejido. The settlement reached between Minera Peñasquito and the Cerro Gordo Ejido fully resolved the dispute. Concurrently, Minera Peñasquito and the Cerro Gordo Ejido entered into a new thirty-year surface land use agreement for the 600 hectares.

On March 13, 2015, we acquired all of the outstanding shares of Probe Mines Limited (“ Probe ”) for total consideration of approximately C$434 million. Under the terms of the acquisition, each common share of Probe not already owned by us was exchanged for 0.1755 of a Common Share. In addition, Probe shareholders also received an interest in a new exploration company containing Probe’s mineral properties in the Ring of Fire in Northern Ontario, as well as C$15 million in cash and certain other assets then owned by Probe.

On April 30, 2015, the Board of Directors (the “ Board ”) approved an increase in the number of directors from 10 to 11, and appointed Ms. Margot Franssen to the Board. This appointment increased the representation of women on our Board to 27%, surpassing our target of 25% as a signatory of the Catalyst Accord.

On June 2, 2015, we completed the sale of our 40% interest in the Dee/South Arturo project

(the “ Dee/South Arturo Project ”) in Nevada to Premier Gold Mines Ltd. As consideration, we received $20 million in cash, a $17 million contribution reimbursement relating to our funding of the Dee/South Arturo Project from March 16, 2015 to the date of closing, and a further 5% interest in the Rahill-Bonanza project in Red Lake, increasing our interest to 56%.

On June 11, 2015, we increased the amount available under our revolving credit facility from $2.0 billion to $3.0 billion (the “ Credit Facility ”) and extended the term of the facility to June 10, 2020, under existing terms and conditions. We subsequently extended the term of the Credit Facility to June 22, 2022.

On June 30, 2015, we sold 58,051,692 common shares of Tahoe Resources Inc. (“ Tahoe ”) by way of a bought deal secondary offering for aggregate gross proceeds of approximately C$998 million. Following the sale, we no longer hold any shares of Tahoe.

On November 24, 2015, we acquired New Gold Inc.’s (“ New Gold ”) 30% interest in the El Morro deposit for total consideration of $90 million in cash and a 4% gold stream on future gold production from the El Morro deposit, increasing our interest in the El Morro deposit to 100%. On the same date, we entered into an agreement with Teck Resources Limited (“ Teck ”) to combine the El Morro deposit and Teck’s Relincho deposit, which are located approximately 40 kilometres apart in the Huasco Province in the Atacama Region of Chile, into a single project and formed the NuevaUnión Project 50/50 joint venture.

On December 4, 2015, we announced that President and Chief Executive Officer Mr. Charles A. Jeannes was to retire and Mr. David A. Garofalo, formerly President and Chief Executive Officer of HudBay Minerals Inc., would succeed Mr. Jeannes as our President and Chief Executive Officer and join our Board.

 

- 9 -


2016

On February 29, 2016, Mr. Garofalo was appointed as our President and Chief Executive Officer, following the retirement of Mr. Jeannes.

On March 9, 2016, we announced that Mr. Russell Ball had assumed the role of Executive Vice President, Chief Financial Officer and Corporate Development, following the departure of Mr. Lindsay Hall. Mr. Ball had been our Executive Vice President, Corporate Development and Capital Projects since 2013.

On April 28, 2016, Mr. Garofalo was elected to our Board and Mr. John P. Bell, Mr. Douglas M. Holtby and Mr. Jeannes retired from our Board. Following the appointment and retirements, our Board was comprised of 9 members.

On July 19, 2016, we acquired all of the outstanding shares of Kaminak Gold Corporation (“ Kaminak ”) for total consideration of approximately C$530 million. Under the terms of the acquisition, each common share of Kaminak not already owned by us was exchanged for 0.10896 of a Common Share. Kaminak’s key asset is the 100%-owned Coffee Project, a structurally hosted hydrothermal gold deposit located approximately 130 kilometres south of the City of Dawson, Yukon. The Coffee Project is a high-grade, open pit, heap leach mining project located in a stable mining jurisdiction.

Mr. Charlie Sartain was appointed to the Board effective January 1, 2017. Following his appointment, the Board was comprised of 10 members.

On December 16, 2016, we announced that Mr. George Burns, our Executive Vice President and Chief Operating Officer, resigned from his position and Mr. Todd White, formerly our Senior Vice President, Technical Services and Business Excellence, was appointed Executive Vice President and Chief Operating Officer effective January 1, 2017.

2017

On February 17, 2017, we acquired New Gold’s 4% gold stream on the El Morro deposit for cash consideration of $65 million. The El Morro deposit is part of the NuevaUnión Project, our 50/50 joint venture with Teck that combines the Relincho and El Morro deposits.

On April 7, 2017, we completed the sale of our Los Filos mine to Leagold Mining Corporation (“ Leagold ”) for total consideration of $347.5 million, after closing adjustments. The consideration was comprised of 25.3% of Leagold’s then issued and outstanding common shares, with a value of $71 million, $247.5 million in cash and a $29 million short-term promissory note that was due on the earlier of (i) 120 days from closing and (ii) the receipt by Leagold of approval from the Mexican competition commission of a subsequent tranche of its equity financing. We also retained rights to certain tax receivables of approximately $100 million, all of which has been collected as at the date of this annual information form. In July 2017, Leagold received approval from the Mexican competition commission of a subsequent tranche of its equity financing and, as a result, our equity interest was reduced to 22.9% of Leagold’s then issued and outstanding common shares and the $29 million short-term promissory note was repaid.

On April 27, 2017, Mr. Peter Dey retired from our Board. Following his retirement, our Board was comprised of 9 members.

On May 31, 2017, we completed the sale of our Cerro Blanco project in Guatemala to Bluestone Resources Inc. (“ Bluestone ”) for total consideration of $22 million, comprised of $18 million in cash and common shares of Bluestone representing 4.9% of Bluestone’s then issued and outstanding common shares. We will receive an additional $15 million cash payment from Bluestone upon declaration of commercial production at Cerro Blanco and a 1% net smelter return royalty on production.

 

- 10 -


On June 9, 2017, we completed the acquisition of a 50% interest in the Cerro Casale project (the “ Cerro Casale Transaction ”), located in the Maricunga Gold Belt in Chile. The Cerro Casale Transaction was executed in multiple steps, including our acquisition of a 25% interest in the Cerro Casale project from each of Kinross Gold Corporation (“ Kinross ”) and Barrick Gold Corporation (“ Barrick ”), which resulted in Barrick and Goldcorp each owning 50% of the project and subsequently forming a 50/50 joint operation. We acquired Kinross’ 25% interest in Cerro Casale and 100% interest in the Quebrada Seca exploration project for: (i) an initial cash payment of $260 million, (ii) the granting of a 1.25% royalty interest to Kinross on 25% of gross revenues derived from metal production from Cerro Casale and Quebrada Seca, with Kinross foregoing the first $10 million payable, (iii) a contingent payment of $40 million payable after a construction decision at Cerro Casale, and (iv) the assumption of a $20 million obligation to Barrick payable on commercial production at Cerro Casale. We acquired an additional 25% interest in Cerro Casale from Barrick for: (i) a deferred payment obligation of $260 million to be satisfied through the funding of Barrick’s share of Cerro Casale expenditures, (ii) the granting of a 1.25% royalty interest to Barrick on 25% of gross revenues derived from metal production from Cerro Casale and Quebrada Seca, (iii) a contingent payment of $40 million payable after a construction decision at Cerro Casale, and (iv) the transfer to Barrick of a 50% interest in Quebrada Seca, followed by the joint contribution by Goldcorp and Barrick of 100% of Quebrada Seca to the joint operation.

The joint operation, referred to as the Norte Abierto Project, will include a 100% interest in each of the Cerro Casale and Quebrada Seca projects and the Caspiche project (discussed below). We agreed with Barrick that 50% of Caspiche’s acquisition cost will be credited against our obligation to fund Barrick’s first $260 million of shared expenditures under the joint operation. In addition, we will be required to spend a minimum of $60 million in the two-year period following closing of the Cerro Casale Transaction, and a minimum of $80 million in each successive two-year period until the deferred payment obligation is satisfied. If we do not spend the minimum in any two-year period, we will instead be required to make a payment to Barrick equal to 50% of the shortfall, with a corresponding reduction in the deferred payment obligation.

On July 26, 2017, Mr. Matthew Coon Come was appointed to our Board. Following his appointment, our Board is comprised of 10 members.

On August 2, 2017, we completed the acquisition of all of the outstanding shares of Exeter Resource Corporation (“ Exeter ”) for total consideration of approximately C$207 million. Under the terms of the acquisition, each common share of Exeter not already owned by us was exchanged for 0.12 of a Common Share. Exeter’s key asset is the 100% owned Caspiche project, located within the Maricunga Gold Belt in Chile. Following the completion of the acquisition, we contributed the Caspiche project into the joint operation with Barrick, which resulted in Barrick and Goldcorp holding an indirect 50% interest in each of the Cerro Casale and Caspiche projects (now combined as the Norte Abierto Project).

On October 18, 2017, we completed the sale of our 21% interest in the San Nicolas copper-zinc project, a stand-alone project in Mexico, to Teck for cash consideration of $50 million.

On October 26, 2017, Mr. Jason Attew, formerly our Senior Vice President, Corporate Development, became our Executive Vice President, Chief Financial Officer and Corporate Development following the departure of Mr. Ball.

On November 7, 2017, we completed the sale of the Camino Rojo project to Orla Mining Ltd. (“ Orla ”), for consideration that included 19.9% of Orla’s then issued and outstanding common shares, with a value of $34 million, and a 2% net smelter return royalty on revenues from all metal production from the Camino Rojo oxide project. We also have the option to acquire up to a 70% interest in future sulphide projects on the Camino Rojo property.

 

- 11 -


DESCRIPTION OF THE BUSINESS

We are engaged in the acquisition, exploration, development, operation and reclamation of precious metal properties in Canada, the United States, Mexico, and Central and South America.

Principal Products

Our principal product is gold doré with the refined gold bullion sold primarily in the London spot market. As a result, we are not dependent on a particular purchaser with regard to the sale of gold doré. In addition to gold, we also produce silver, copper, lead and zinc primarily from concentrate produced at the Peñasquito Mine and Alumbrera Mine, which is sold to third party smelters and refineries.

Competitive Conditions

The precious metal exploration and mining business is a competitive business. We compete with numerous other companies and individuals in the search for and the acquisition of financially attractive precious metal mineral properties. Our ability to acquire precious metal mineral properties in the future will depend not only on our ability to develop our present properties, but also on our ability to select and acquire suitable producing properties or prospects for precious metal development or mineral exploration.

In addition, we also compete with other companies over sourcing raw materials and supplies used in connection with our mining operations, as well as for skilled experienced workers. See “Risk Factors – Our failure to continue to source suppliers on reasonable commercial terms could have a material adverse effect on our business, results of operations and financial condition” and “Risk Factors – Our inability to attract and retain additional highly skilled employees may adversely affect our business and future operations”.

Operations

Raw Materials

We have (i) gold Mineral Reserves at the Red Lake Mines, the Porcupine Mine, the Musselwhite Mine, the Éléonore Mine, the Borden Project and the Coffee Project; (ii) gold and silver Mineral Reserves at the Cerro Negro Mine; (iii) gold and copper Mineral Reserves at the Norte Abierto Project; (iv) gold, copper and molybdenum Mineral Reserves at the NuevaUnión Project and the Alumbrera Mine; (iv) gold, silver and copper Mineral Reserves at the Pueblo Viejo Mine; and (v) gold, silver, lead and zinc Mineral Reserves at the Peñasquito Mine.

Environmental Protection Requirements

Our mining, exploration and development activities are subject to various levels of federal, provincial, state and local laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties.

The total provision for reclamation and closure cost obligations at December 31, 2017 was $599 million and was calculated using a discount rate of 4.1%. The undiscounted value of this liability is $1,572 million, calculated using an inflation rate assumption of 2.16%. Reclamation expenditures for the year ended December 31, 2017 were $24 million. During the year ended December 31, 2017, the $75 million provision recognized during the year ended December 31, 2015 in respect of our obligation to fund our 37.5% share of Alumbrera Mine’s reclamation costs was reduced to $30 million as at December 31, 2017.

See “Sustainability Policy” and “Environmental Matters” below and the disclosure regarding environmental matters under the respective descriptions of our material properties for further details regarding environmental matters.

 

- 12 -


Employees and Contractors

As at December 31, 2017, we had 7,079 employees and 7,015 contractors located worldwide, including people at our mines currently in closure. These numbers do not include employees and contractors at the Alumbrera Mine and the Pueblo Viejo Mine of which we own 37.5% and 40%, respectively, but we are not the operator.

Our management believes generally that labor relations and community relations at all of our locations are good. There were some disruptions at our Peñasquito Mine and Cerro Negro Mine in 2017, however they did not impact overall business targets. In line with our mission of “ Together Creating Sustainable Value ”, we continue to work on the continuous improvement of relationships with our key stakeholders.

There remains demand for highly skilled, experienced and diverse workers in our industry despite the ongoing volatility in the resource industry. See “Risk Factors – Our inability to attract and retain additional highly skilled employees may adversely affect our business and future operations” below.

Foreign Operations

We currently own or have an interest in mining operations and development projects in Argentina, Chile, the Dominican Republic and Mexico. Our operations are exposed to various levels of political, economic and social risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to: terrorism; hostage taking; military repression; expropriation; political corruption, extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; war or civil unrest; renegotiation or termination of existing concessions, licenses, permits and contracts; ability of governments to unilaterally alter agreements; surface land access issues; illegal mining; changes in taxation policies, laws and regulations; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Any changes in regulations or shifts in political attitudes in such foreign countries are beyond our control and may adversely affect our business. Future development and operations may be affected in varying degrees by such factors as government regulations (or changes thereto) with respect to restrictions on production, export controls, import restrictions, such as restrictions applicable to, among other things, equipment, services and supplies, taxes, expropriation of property, repatriation of profits, environmental legislation, land use, water use, surface land access, land claims of local people and mine safety. The effect of these factors cannot be accurately predicted. See “Risk Factors” below.

Sustainability

In 2017, as part of the annual continuous improvement cycle, we reviewed and updated where appropriate our Sustainability Excellence Management System (“ SEMS ”), an integrated management system containing performance standards for safety and health, environment, corporate social responsibility and security. The SEMS is integrated into our core business functions, and emphasizes sustainability, responsibility and accountability at all organizational levels. Performance standards covering all activities that have the potential to affect the sustainability of our properties and the communities in which we operate are an integral part of the SEMS.

The SEMS audit cycle was designed to streamline SEMS audit activities at a frequency based on risk, but not less frequent than once every three years at operating sites. In 2017, a SEMS audit was also conducted at our closed mine site, Equity Silver, by a team that was independent of the operation being audited. The SEMS audit evaluated compliance with key regulatory and permit requirements, and compliance with the SEMS standards.

 

- 13 -


Sustainability Policy

In 2018, we issued a new Sustainability policy (the “ Sustainability Policy ”), which combines the former Occupational Health & Safety, Corporate Social Responsibility, and Environmental and Sustainability policies. The Sustainability Policy states our commitment to: the health and safety of our workers and communities, the protection of the environment, and to the rights, culture and development of local and Indigenous communities. The Sustainability Policy also acts as the guiding document for our SEMS. It represents an important step in streamlining our efforts to ensure coordination and consistency across the different departments that encompass sustainability at Goldcorp.

The Sustainability Committee of the Board is responsible for overseeing the Sustainability Policy. The Sustainability Policy is available on our website at www.goldcorp.com .

Safety Commitment

Our vision of making Goldcorp “Safe Enough for Our Families” is well understood by our employees and we continue to advance safety performance across all regions of our operations and projects. At the end of 2017, we demonstrated improvement in our safety performance as measured by the frequency of reportable incidents. The “All Injuries Frequency Rate” improved by 37% and the “Lost Time Injury Frequency Rate” improved by 17%.

Our focus in 2018 will be to further reduce the impact of our work on the health and safety of the workforce by focusing on those risks identified through formal processes, further advancing the quality and communication of incident investigations, and continuing to drive accountability for safety performance at all levels of the organization. We strive to improve our safety record and, as a result of analyses, have put additional focus on several key areas, including: (a) improving the quality of employee engagements through coaching and feedback reviews (planned interactions in the field between managers and employees); (b) improving risk identification and communication across Goldcorp, with a focus on control management; (c) improving the quality of incident investigations and dissemination of findings; and (d) requiring all workers to carry and use the “Golden Guide” and adopting the 5-point safety card for all work assignments. The Golden Guide is a work-planning tool to be used for all jobs, routine and non-routine, to assess the risks and control actions to be incorporated into the planning for such jobs. The 5-point card has been in use for over 40 years in underground mining in Canada – it is a workplace risk assessment and hazard identification tool as well as a tool used to enrich a safety conversation in the work area.

In 2017, we continued to advance Leadership Engagement and Accountability through leadership led training on standards and accountability. The program is called “StepIn” and is centered on site leadership providing training to their direct reports, and this training is cascaded down to all workers on site. The core of the training is defining and demonstrating the site standard for safe production and how to engage employees in safety. The focus in 2017 was on the quality of engagements through coaching and formal feedback mechanisms. In addition, we advanced our ability to perform root cause analysis of incidents by introducing a new methodology. Each site received training in the use of the new methodology and we are looking to build on this new methodology in 2018. Much of our focus in 2017 also revolved around industrial hygiene and occupational health, by quantifying those risks at each of our sites and creating a basis for controlling occupational exposure.

Beginning in July 2015, we established targets and started to collect metrics on employee engagements by managers and senior leaders at mine sites. In 2017, our site management completed over 210,000 employee engagements.

 

- 14 -


Our continued focus in 2017 on “Potential Fatal Occurrences” (“ PFO ”) has helped to identify critical risk areas and allowed for sharing of learnings from incidents where no injury occurred. The number of PFOs reported in 2017 across Goldcorp was reduced by 26%. We have noted an upward trend in PFOs reported that were observation based (i.e. were not the result of an incident) and a downward trend in PFOs reported related to actual incidents. As the PFO process matures, our workforce is improving its ability to identify high risk activities before they lead to an incident. The lessons learned as a result of the thorough investigations of PFOs are shared across Goldcorp to avoid the potential recurrence of similar incidents. In 2018, we will be continuing our efforts to reduce fatal risks by enhancing the PFO classification, investigation and communication systems already in place.

Corporate Social Responsibility

During 2017, we continued to implement components of our corporate social responsibility framework at all of our operating sites and projects, including: socio-economic baseline studies, stakeholder mapping and prioritization and upgraded grievance mechanisms. In addition, some of our noteworthy corporate social responsibility activities and initiatives included:

 

  ·  

United Nations Global Compact (“ UN Global Compact ”) – The UN Global Compact is a strategic policy initiative for businesses that are committed to aligning their operations and strategies with ten universally accepted principles in the areas of human rights, labour, environment and anti-corruption. In 2009, we became a signatory to the UN Global Compact.

 

  ·  

International Council on Mining and Metals (“ ICMM ”) – The ICMM is a collaborative organization comprised of mining and metals companies and associations working together on sustainability-related issues important to the mining industry, of which we are a member. The ICMM is a contributor to sustainable development and requires members to perform based on principles of sustainable development.

 

  ·  

Global Reporting Initiative (“ GRI ”) – The GRI is intended to serve as a generally accepted framework for reporting on an organization’s economic, environmental, social and health and safety performance. The GRI Reporting Framework contains general and sector-specific content applicable for reporting an organization’s sustainability performance. We have committed to using the GRI as the basis for our sustainability reporting and have been reporting to and against the GRI since 2007. In 2017, we initiated transition from G4 Sustainability Reporting Guidelines to GRI Standards. Earlier adoption of the GRI Standards is encouraged and all key concepts and most disclosures from G4 have carried through to the GRI Standards. Under the GRI Standards, companies must focus their sustainability reporting on topics that are material to them and their stakeholders.

 

  ·  

Extractive Industries Transparency Initiative (“ EITI ”) – The EITI is a partnership of governments, international organizations, companies, non-governmental organizations, investors and business and industrial organizations with the aim to strengthen governance by improving transparency in transactions between governments and companies in the extractive industries. This transparency will in turn improve public awareness of the revenues from these industries, increasing the likelihood that they will contribute to sustainable development and poverty reduction. We are an active supporter of the EITI through our membership in the ICMM and individual corporate action. In countries where governments have indicated a desire to be a part of the process, we are actively involved in contributing to the success of the initiative.

 

  ·  

World Gold Council’s Conflict-Free Gold Standard (“ CFGS ”) – Developed by the World Gold Council with extensive input from gold producers, governments, civil society and supply chain participants, the CFGS establishes a common approach by which gold producers can assess and provide assurance that their gold has been extracted in a manner that does not cause, support or benefit unlawful armed conflict or contribute to serious human rights abuses or breaches of international humanitarian law. The CFGS was published in October 2012 and is designed to apply to World Gold Council member companies and other entities involved in the extraction of

 

- 15 -


 

gold. We implemented the CFGS on a company-wide basis effective January 1, 2013 and publish our Conflict-Free Gold Report on an annual basis. Conformance with the CFGS is company-wide and is externally assured. In 2017, we continued to focus our efforts on our Peñasquito Mine, which is considered to be in a higher-risk area. In 2017, our assurance statement confirmed that all gold and gold-bearing material produced at mining operations where we operate have the appropriate systems and controls in place to conform to the World Gold Council’s Conflict-Free Gold Standard. The application of CFGS has also assisted us in continuing to implement practices aligned with the Voluntary Principles (as defined below).

Environmental Matters

Our properties are routinely inspected by staff representing the applicable regulatory authorities to ensure that such properties are in compliance with applicable environmental laws and regulations. Our properties are also periodically audited by our employees or external staff to ensure that they are in compliance with applicable environmental laws and regulations as well as the SEMS standards.

As part of our goal to minimize the impact from the environmental and social aspects of our projects and operations, we develop comprehensive closure and reclamation plans as part of our initial project planning and design. If we acquire a property that lacks a closure plan, we require the preparation of a closure plan. As part of our annual strategic business planning, we identify the significant environmental risks and review and update the total closure costs for each property to account for additional knowledge acquired with respect to a property or for changes in applicable laws or regulations. This process ensures that we properly budget for the costs associated with implementing appropriate sustainability management measures.

In addition to the initiatives described above under “Corporate Social Responsibility”, and consistent with the Sustainability Policy and the SEMS, an additional initiative of particular importance to us relating to the protection of the environment and sustainability is our participation in the International Cyanide Management Code (the “ Cyanide Code ”). The Cyanide Code is a voluntary industry program for companies involved in the production of gold by the cyanidation process and focuses on the management of cyanide and cyanide solutions. The Cyanide Code addresses the production of cyanide, its transport from the producer to the mine, its on-site storage and use, decommissioning and financial assurance, worker safety, emergency response, training, stakeholder involvement and implementation verification. We became a signatory to the Cyanide Code in July 2007, and currently all of our operating mines are certified compliant with the Cyanide Code, with the exception of one of our newest operations, the Éléonore Mine which received a successful third-party audit during the third quarter of 2017, and pending review by the International Cyanide Management Institute, certification is expected in 2018. In 2017, each of Red Lake Mines and Porcupine Mine was successfully recertified as required every three years.

Human Rights Policy

Our human rights policy (the “ Human Rights Policy ”) requires the integration of human rights best practices into all of our business and decision-making processes. The Human Rights Policy mandates that we operate in a way that respects the human rights of employees and of the members of the communities in which we operate. International humanitarian laws were consulted in developing the Human Rights Policy and it includes our pledge to seek to establish constructive dialogues and partnerships with a variety of stakeholders on human rights performance. Our Human Rights Policy recognizes that while governments have the primary responsibility to protect human rights, our activities have the potential to impact the human rights of individuals affected by our business operations. As such, the Human Rights Policy provides that we will seek constructive dialogues and partnerships with a variety of stakeholders on our human rights performance, especially those impacted directly by our operations. In 2017, as part of our commitment to increasing awareness of our human rights commitments, we extended our human rights training tools to key contractors and delivered internal human rights training targeted at department managers for key sites in Latin America.

 

- 16 -


The Human Rights Policy reflects the changing social context in which we operate and defines our practices and commitments on human rights. Recent additions to this policy include clauses on community consultation; grievance mechanisms; commitment to the CFGS; commitment to respect the rights, interests, perspectives, and traditions of Indigenous Peoples; resettlement planning; and potential measures in the event of non-compliance.

The Voluntary Principles on Security and Human Rights (the “ Voluntary Principles ”) are a set of voluntary principles developed by the governments of the United States and the United Kingdom, companies in the extractive and energy sectors and non-governmental organizations to guide companies in maintaining the safety and security of their operations within an operating framework that ensures respect for human rights and fundamental freedoms. In 2016, we formally became a signatory of the Voluntary Principles. As a signatory, we are required to implement the principles across all of our operations and will improve our alignment of corporate policies and procedures with internationally recognized human rights principles in the provision of security for our operations.

In 2017, we performed assessments of the Voluntary Principles at several Latin American sites. In accordance with the Voluntary Principles, during 2017, all security staff received at least one pre-shift briefing per month on the use of force and additional training on respecting human rights. Our security supervisors provided ongoing training and refresher classes. Non-compliance with our human rights requirements is not tolerated.

The Sustainability Committee of the Board is responsible for overseeing the Human Rights Policy. The Human Rights Policy is available on our website at www.goldcorp.com .

Diversity and Inclusion Policy

Under our diversity and inclusion policy (the “ D&I Policy ”), we recognize the benefits arising from employee and Board diversity, including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent. The D&I Policy promotes the benefits of, and need for, extending opportunities for career advancement to all of our workforce and outside candidates, without distinction as to gender, ethnicity, or any other basis. The D&I Policy is available on our website at www.goldcorp.com .

Diversity ” is any dimension that can be used to differentiate groups and people from one another, including but not limited to, sex, gender, age, ethnic origin, religion, education, sexual orientation, political belief, disability and family status. “Inclusion” refers to a culture of respect and appreciation of these differences.

We strive to foster an open and inclusive workplace environment and strongly support the principle that all individuals should have an equal opportunity to participate in our company and achieve their full potential. In compliance with our Code of Conduct and the D&I Policy, directors, officers, employees and contractors will:

 

  1.

Always treat each other and all members of the outside community with respect and courtesy.

 

  2.

Always keep our workplace free from all forms of harassment, meaning unwelcome behaviour that a reasonable person would consider to be degrading, humiliating, discriminatory or intimidating.

 

  3.

Never permit factors like race, religion, colour, sex, sexual orientation, age, nationality or ethnicity to determine decisions about hiring, employment promotions, pay rates, transfers, layoffs or terminations (or condone decisions by others determined by such factors).

 

  4.

Never permit physical disabilities to determine work-related decisions, unless the disability prevents a person from safely doing a job and the disability cannot be reasonably accommodated.

 

- 17 -


  5.

Foster a culture of diversity and inclusion, where different perspectives, experiences and skillsets are respected and valued.

Notable achievements in 2017 included:

Diversity and Inclusion Strategy : In 2017, our Diversity Committee (now Diversity and Inclusion Committee) continued to promote diversity and inclusion across Goldcorp and focus efforts to enhance our inclusive workplace. A key initiative of the Committee in 2017 was the development of a multi-year, overarching Diversity and Inclusion Strategy for Goldcorp. We worked with subject matter experts and third-party suppliers and developed a strategy informed by the Global Diversity and Inclusion Benchmarks and the results of our 2016 Diversity Survey. We will use the Global Diversity and Inclusion Benchmarks as well as other performance indicators to measure our progress in this space.

Unconscious Bias Awareness Training: In 2017, we cascaded the Unconscious Bias awareness training to mid-management at our head office in Vancouver and multiple mine and project site locations across Canada. This training (also completed by all senior management in 2016) raises awareness and deepens understanding of unconscious bias in the workplace, and provides strategies for disrupting and overcoming bias. In 2018, we will be completing this training across mine sites in Canada, Argentina and Mexico.

Journey to Success Conference: In 2017, we held our second Goldcorp women’s conference in Mexico City, titled “Our Journey to Success”, which built on the theme of the first Goldcorp women’s conference held in 2013, entitled “Believe to Achieve”. The conference was an opportunity to learn, connect and celebrate, and brought together employees from across our mines, projects and office sites, from Argentina to Canada. Guest speakers shared insights on work-life balance; lessons learned from career accomplishments; and how to adapt to change and rise to challenges .

Future Choices Program: To ensure gender diversity throughout our organization, we promote our acclaimed, enterprise-wide training, development and mentorship initiative for women at Goldcorp, entitled “Creating Choices”, which strengthens the ability of our female employees to: understand opportunities for personal and professional growth; develop their self-confidence and courage; build strong partnerships with fellow employees and communities where we operate; gain access to mentoring; and receive recognition for their contributions to Goldcorp. In 2017, we launched the third installment of the Creating Choices program. Named “Future Choices”, the program equips and empowers women for sustainable success, long after mine closure. The four modules of the program provide women with insights on entrepreneurship, basic financial concepts, self-confidence and change management skills to ensure they continue to lead and succeed in their communities, long after mining operations have ceased. We trained 37 inspiring facilitators from across our operations to deliver this program to their sites. To date, over 1,800 women have graduated from the Creating Choices suite of programs.

Gender Diversity Initiatives: In 2017, as we achieved our commitment under the Catalyst Accord 1 to increase the overall percentage of women on the Board to 25%, we were proud to sign a further pledge to accelerate the advancement of women. This new Catalyst 2 pledge aims to increase the average percentage of women on boards and women in executive positions in corporate Canada to 30% or greater by 2022, and share key metrics with Catalyst to benchmark collective progress towards these goals. By pledging to accelerate or maintain (where already strong) the representation of women on our Board and in executive positions by 2022, we are making our commitment to diversity and inclusion visible to our employees and shareholders. In 2018, we will remain actively committed to pursuing and developing ongoing diversity initiatives at Goldcorp.

 

                                                     

1 The Catalyst Accord is a call to action for Canadian corporations to increase the overall proportion of FP500 board seats held by women to 25 percent by 2017.

2 Founded in 1962, Catalyst is a leading non-profit organization dedicated to expanding opportunities for women in business.

 

- 18 -


In addition, the following policies also promote and support diversity and inclusion: Code of Conduct; Sustainability Policy; Employee Assistance Program; Harassment Policy (British Columbia and Ontario); and Human Rights Policy.

Anti-Bribery and Anti-Corruption Policy

Our anti-bribery and anti-corruption policy (the “ Anti-Bribery and Anti-Corruption Policy ”) outlines the requirements that must be fulfilled by all our employees, officers and directors, as well as by any third party working for or acting on our behalf. These requirements include prohibitions against bribing government officials, making facilitation payments and commercial bribery.

The Anti-Bribery and Anti-Corruption Policy also provides employees with clarity regarding: books and records transparency; giving gifts to government officials; making political or charitable contributions; third party oversight and due diligence; internal controls; and management’s responsibility to promote an ethical tone from the top and create awareness of the policy.

Technical Information

CIM Definition Standards

The Mineral Reserves and Mineral Resources estimations for the Red Lake Mines, Porcupine Mine, Musselwhite Mine, Éléonore Mine, Peñasquito Mine, Cerro Negro Mine, Pueblo Viejo Mine, Coffee Project, NuevaUnión Project, Norte Abierto Project, and Noche Buena Project have been prepared in accordance with the CIM Definition Standards that are incorporated by reference in NI 43-101. The following definitions are reproduced from the CIM Definition Standards:

A “ Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

An “ Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

An “ Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors (as defined below) in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.

A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

 

- 19 -


A Mineral Reserve is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a pre-feasibility study or feasibility study.

A Probable Mineral Reserve is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

For the purposes of the CIM Definition Standards, “ Modifying Factors ” are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors

JORC Code Definitions

The Ore Reserves and Mineral Resources estimations for the Alumbrera Mine have been prepared in accordance with the current version of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the “ JORC Code ”), the Australian worldwide standards. The JORC Code has been accepted for current disclosure rules in Canada under NI 43-101. The following definitions are reproduced from the JORC Code:

A “ Mineral Resource is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade (or quality), and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade (or quality), continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

An “ Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade (or quality) are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade (or quality) continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to an Ore Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

An “ Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to assume geological and grade (or quality) continuity between points of observation where data and samples are gathered. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Ore Reserve.

 

- 20 -


A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to confirm geological and grade (or quality) continuity between points of observation where data and samples are gathered. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proved Ore Reserve or under certain circumstances to a Probable Ore Reserve.

An Ore Reserve is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported.

A Probable Ore Reserve is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Ore Reserve is lower than that applying to a Proved Ore Reserve.

A Proved Ore Reserve is the economically mineable part of a Measured Mineral Resource. A Proved Ore Reserve implies a high degree of confidence in the Modifying Factors

For the purposes of the JORC Code, “ Modifying Factors ” are considerations used to convert Mineral Resources to Ore Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.

The foregoing definitions of Ore Reserves and Mineral Resources as set forth in the JORC Code have been reconciled to the definitions set forth in the CIM Definition Standards. If the Ore Reserves and Mineral Resources for the Alumbrera Mine were estimated in accordance with the definitions in the CIM Definition Standards, there would be no substantive difference in such Ore Reserves and Mineral Resources

 

- 21 -


Summary of Ore Reserve/Mineral Reserve and Mineral Resource Estimates

The following table sets forth the gold, silver, copper, lead, zinc and molybdenum Ore Reserve/Mineral Reserve estimates for each of the Red Lake Mines, Porcupine Mine, Musselwhite Mine, Éléonore Mine, Peñasquito Mine, Cerro Negro Mine, Alumbrera Mine, Pueblo Viejo Mine, NuevaUnión Project (El Morro and Relincho deposits), Norte Abierto Project (Casale deposit) and Coffee Project, effective June 30, 2017 unless otherwise indicated:

 

    

PROVEN      

 

  

PROBABLE    

 

       

PROVEN & PROBABLE    

 

    

Tonnage    

 

  

Grade    

 

  

Contained    

 

  

Tonnage    

 

  

Grade    

 

  

Contained    

 

       

Tonnage    

 

  

Grade    

 

  

Contained    

 

  Gold

 

  

mt    

 

  

g/t    

 

  

    m oz    

 

  

mt    

 

  

g/t    

 

  

m oz    

 

        

mt    

 

  

g/t    

 

  

m oz    

 

 

  Alumbrera

   29.63    0.40    0.38    1.31    0.38    0.02       30.94    0.39    0.39

  Cerro Casale

   114.85    0.65    2.39    483.95    0.59    9.23       598.80    0.60    11.62

  Cerro Negro

   4.46    8.79    1.26    12.67    8.85    3.60       17.13    8.83    4.86

  Coffee

            46.36    1.45    2.16       46.36    1.45    2.16

  El Morro

   160.91    0.56    2.91    138.62    0.35    1.55       299.53    0.46    4.46

  Éléonore

   2.73    6.94    0.61    16.88    5.87    3.19       19.61    6.02    3.80

  Musselwhite

   3.94    7.22    0.91    4.91    5.92    0.93       8.84    6.50    1.85

  Peñasquito

   361.18    0.59    6.80    163.57    0.41    2.14       524.75    0.53    8.95

  Porcupine

   13.55    1.91    0.83    214.86    1.04    7.21       228.41    1.10    8.05

  Pueblo Viejo

   41.42    2.67    3.56    12.81    3.06    1.26       54.24    2.76    4.82

  Red Lake

   1.50    11.01    0.53    7.34    6.97    1.64       8.84    7.65    2.17
                     

   Totals

   734.16    0.86    20.18    1,103.28    0.93    32.94       1,837.44    0.90    53.12

  Silver

 

  

mt

 

  

g/t

 

  

m oz

 

  

mt

 

  

g/t

 

  

m oz

 

        

mt

 

  

g/t

 

  

m oz

 

 

  Cerro Casale

   114.85    1.91    7.04    483.95    1.43    22.30       598.80    1.52    29.34

  Cerro Negro

   4.46    75.52    10.83    12.67    61.02    24.86       17.13    64.80    35.69

  Peñasquito

   361.18    35.06    407.16    163.57    26.32    138.40       524.75    32.34    545.56

  Pueblo Viejo

   41.42    17.97    23.94    12.81    15.55    6.41       54.24    17.40    30.35
                     

   Totals

   521.92    26.76    448.98    673.00    8.87    191.97       1,194.92    16.68    640.94

  Copper

 

  

mt

 

  

%

 

  

m lbs

 

  

mt

 

  

%

 

  

m lbs

 

        

mt

 

  

%

 

  

m lbs

 

 

  Alumbrera

   29.63    0.38    245.04    1.31    0.29    8.27       30.94    0.37    253.31

  Cerro Casale

   114.85    0.19    480.87    483.95    0.23    2,408.87       598.80    0.22    2,889.73

  El Morro

   160.91    0.55    1,938.29    138.62    0.43    1,313.18       299.53    0.49    3,251.48

  Pueblo Viejo

   41.42    0.10    88.18    12.81    0.10    28.31       54.24    0.10    116.49

  Relincho

   217.65    0.38    1,807.95    401.91    0.37    3,279.24       619.57    0.37    5,087.19
                     

   Totals

   564.46    0.37    4,560.33    1,038.61    0.31    7,037.86       1,603.07    0.33    11,598.19

  Lead

 

  

mt

 

  

%

 

  

m lbs

 

  

mt

 

  

%

 

  

m lbs

 

        

mt

 

  

%

 

  

m lbs

 

 

  Peñasquito

   352.66    0.35    2,697.06    162.36    0.24    862.95       515.03    0.31    3,560.00
                     

  Totals

   352.66    0.35    2,697.06    162.36    0.24    862.95       515.03    0.31    3,560.00

  Zinc

 

  

mt

 

  

%

 

  

m lbs

 

  

mt

 

  

%

 

  

m lbs

 

        

mt

 

  

%

 

  

m lbs

 

 

  Peñasquito

   352.66    0.75    5,868.13    162.36    0.51    1,842.24       515.03    0.68    7,710.38
                     

  Totals

   352.66    0.75    5,868.13    162.36    0.51    1,842.24       515.03    0.68    7,710.38

  Molybdenum

 

  

mt

 

  

%

 

  

m lbs

 

  

mt

 

  

%

 

  

m lbs

 

        

mt

 

  

%

 

  

m lbs

 

 

  Relincho

   217.65    0.016    77.01    401.91    0.018    161.88       619.57    0.017    238.90
                     

  Totals

   217.65    0.016    77.01    401.91    0.018    161.88       619.57    0.017    238.90

 

- 22 -


The following table sets forth the gold, silver, copper, lead, zinc and molybdenum Mineral Resource estimates for each of the Red Lake Mines, Porcupine Mine, Musselwhite Mine, Éléonore Mine, Peñasquito Mine, Cerro Negro Mine, Alumbrera Mine, Pueblo Viejo Mine, NuevaUnión Project (El Morro and Relincho deposits), Norte Abierto Project (Casale and Caspiche deposits), Noche Buena Project and Coffee Project, effective June 30, 2017 unless otherwise indicated:

 

   

MEASURED    

 

   

INDICATED    

 

   

MEASURED & INDICATED    

 

   

INFERRED    

 

 
    Tonnage         Grade         Contained         Tonnage         Grade         Contained         Tonnage         Grade         Contained         Tonnage         Grade         Contained      

  Gold

 

 

mt    

 

 

   

 

g/t    

 

   

 

m oz    

 

   

 

mt    

 

   

 

g/t    

 

   

 

m oz    

 

   

 

mt    

 

   

 

g/t    

 

   

 

m oz    

 

   

 

mt    

 

   

 

g/t    

 

   

 

m oz    

 

 

 

  Alumbrera

    9.38       0.39       0.12       1.13       0.37       0.01       10.50       0.39       0.13       0.34       0.31       0.00  

  Caspiche

    310.05       0.57       5.65       391.75       0.47       5.97       701.80       0.51       11.62       99.05       0.29       0.92  

  Cerro Casale

    11.48       0.30       0.11       136.85       0.36       1.57       148.32       0.35       1.69       247.72       0.38       3.00  

  Cerro Negro

    0.99       5.82       0.18       5.27       5.86       0.99       6.26       5.85       1.18       0.88       5.03       0.14  

  Coffee

    3.78       1.30       0.16       16.20       1.18       0.62       19.98       1.21       0.78       25.93       1.37       1.15  

  El Morro

    9.90       0.53       0.17       36.28       0.38       0.44       46.18       0.41       0.61       339.03       0.30       3.23  

  Éléonore

    3.67       7.65       0.90       3.48       3.87       0.43       7.16       5.81       1.34       8.45       7.31       1.99  

  Musselwhite

    0.29       5.55       0.05       1.73       4.68       0.26       2.02       4.81       0.31       6.46       5.65       1.17  

  Noche Buena

                      55.00       0.37       0.65       55.00       0.37       0.65       4.94       0.22       0.03  

  Peñasquito

    126.07       0.29       1.16       149.25       0.25       1.20       275.32       0.27       2.35       23.67       0.29       0.22  

  Porcupine

    28.70       1.30       1.20       226.11       0.99       7.19       254.81       1.02       8.39       111.95       1.02       3.69  

  Pueblo Viejo

    5.18       2.39       0.40       62.61       2.47       4.97       67.79       2.46       5.37       18.42       2.43       1.44  

  Red Lake

    1.52       19.28       0.94       3.80       14.63       1.79       5.31       15.96       2.73       8.53       15.86       4.35  
                         

   Totals

    511.00       0.67       11.04       1,089.46       0.74       26.09       1,600.46       0.72       37.14       895.38       0.74       21.32  

  Silver

 

 

mt

 

   

g/t

 

   

m oz

 

   

mt

 

   

g/t

 

   

m oz

 

   

mt

 

   

g/t

 

   

m oz

 

   

mt

 

   

g/t

 

   

m oz

 

 

 

  Caspiche

    310.05       1.20       11.98       391.75       1.20       15.15       701.80       1.20       27.12       99.05       0.91       2.91  

  Cerro Casale

    11.48       1.19       0.44       136.85       1.06       4.66       148.32       1.07       5.10       247.72       1.04       8.25  

  Cerro Negro

    0.99       59.15       1.88       5.27       43.01       7.29       6.26       45.55       9.17       0.88       29.98       0.85  

  Noche Buena

                      55.00       12.35       21.84       55.00       12.35       21.84       4.94       8.08       1.28  

  Peñasquito

    126.07       29.12       118.02       149.25       24.90       119.51       275.32       26.83       237.53       23.67       18.73       14.25  

  Pueblo Viejo

    5.18       14.25       2.37       62.61       13.61       27.40       67.79       13.66       29.77       18.42       10.81       6.40  
                         

  Totals

    453.76       9.23       134.69       800.73       7.61       195.84       1,254.50       8.20       330.53       394.68       2.68       33.95  

  Copper

 

 

mt

 

   

%

 

   

m lbs

 

   

mt

 

   

%

 

   

m lbs

 

   

mt

 

   

%

 

   

m lbs

 

   

mt

 

   

%

 

   

m lbs

 

 

 

  Alumbrera

    9.38       0.40       81.68       1.13       0.40       9.84       10.50       0.40       91.52       0.34       0.21       1.56  

  Caspiche

    277.10       0.23       1,405.07       363.95       0.18       1,444.27       641.05       0.20       2,849.34       97.80       0.12       258.73  

  Cerro Casale

    11.48       0.13       33.40       136.85       0.16       495.87       148.32       0.16       529.27       247.72       0.19       1,046.80  

  El Morro

    9.90       0.51       111.67       36.28       0.39       315.00       46.18       0.42       426.67       339.03       0.35       2,595.00  

  Pueblo Viejo

    5.18       0.07       7.68       62.61       0.08       111.73       67.79       0.08       119.41       18.42       0.09       34.88  

  Relincho

    39.95       0.27       240.43       158.54       0.34       1,180.79       198.50       0.32       1,421.22       305.41       0.38       2,549.68  
                         

   Totals

    352.98       0.24       1,879.92       759.35       0.21       3,557.50       1,112.34       0.22       5,437.43       1,008.73       0.29       6,486.65  

  Lead

 

 

mt

 

   

%

 

   

m lbs

 

   

mt

 

   

%

 

   

m lbs

 

   

mt

 

   

%

 

   

m lbs

 

   

mt

 

   

%

 

   

m lbs

 

 

 

  Peñasquito

    117.47       0.26       677.80       132.93       0.20       592.71       250.40       0.23       1,270.51       23.53       0.16       85.21  
                         

   Totals

    117.47       0.26       677.80       132.93       0.20       592.71       250.40       0.23       1,270.51       23.53       0.16       85.21  

   Zinc

 

   

 

mt

 

 

 

   

 

%

 

 

 

   

 

m lbs

 

 

 

   

 

mt

 

 

 

   

 

%

 

 

 

   

 

m lbs

 

 

 

   

 

mt

 

 

 

   

 

%

 

 

 

   

 

m lbs

 

 

 

   

 

mt

 

 

 

   

 

%

 

 

 

   

 

m lbs

 

 

 

 

  Peñasquito

    117.47       0.57       1,469.52       132.93       0.47       1,388.60       250.40       0.52       2,858.13       23.53       0.59       306.74  
                         

   Totals

    117.47       0.57       1,469.52       132.93       0.47       1,388.60       250.40       0.52       2,858.13       23.53       0.59       306.74  

  Molybdenum

 

 

mt

 

   

%

 

   

m lbs

 

   

mt

 

   

%

 

   

m lbs

 

   

mt

 

   

%

 

   

m lbs

 

   

mt

 

   

%

 

   

m lbs

 

 

 

  Relincho

    39.95       0.009       7.79       158.54       0.012       40.46       198.50       0.011       48.25       305.41       0.013       88.20  
                         

   Totals

    39.95       0.009       7.79       158.54       0.012       40.46       198.50       0.011       48.25       305.41       0.013       88.20  

 

- 23 -


Notes:

(1)

  

All Mineral Reserves and Mineral Resources have been estimated in accordance with the CIM Definition Standards, and in the case of the Alumbrera Mine, the Ore Reserves have been estimated in accordance with the JORC Code. Except for properties or projects listed in note 4 below, all Mineral Reserves, Ore Reserves and Mineral Resources set out in this annual information form have been reviewed and approved by Ivan Mullany, FAusIMM, Senior Vice President, Technical Services of Goldcorp, who is a qualified person as defined under NI 43-101.

(2)

  

All Mineral Resources are reported exclusive of those Mineral Resources that were converted to Mineral Reserves.

(3)

  

Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.

(4)

  

Mineral Reserves and Mineral Resources are reported effective June 30, 2017, with the following conditions or exceptions:

   (i)   

Mineral Reserves and Mineral Resources for Pueblo Viejo are based on the estimates included in the Pueblo Viejo Report (defined below), and have been prepared under the supervision of Rosmery Cardenas, P.Eng., Hugo Miranda, MBA, ChMC (RM), and Holger Krutzelmann, P.Eng., of Roscoe Postle Associates Inc., each of whom is a qualified person under NI 43-101, and have an effective date of December 31, 2017. The Mineral Reserve and Mineral Resource estimates have been adjusted to reflect our 40% ownership in the Peublo Viejo Mine. For additional information, see “Mineral Properties—Pueblo Viejo, Dominican Republic” below.

   (ii)   

Mineral Reserves and Mineral Resources for the Cerro Casale deposit, which is part of the Norte Abierto Project, are as per public information provided by Barrick Gold Corporation in its 2016-year end report and fourth quarter results report dated February 15, 2017 but have been adjusted to reflect our 50% ownership in the Norte Abierto Project, have an effective date of December 31, 2016 and were estimated under the supervision of Rick Sims, Senior Director, Resources and Reserves, of Barrick, Steven Haggarty, Senior Director, Metallurgy, and Patrick Garretson, Senior Director, Life of Mine Planning, of Barrick.

   (iii)   

Mineral Resources for the Caspiche deposit, which is part of the Norte Abierto Project, are as per public information provided by Exeter Resource Corporation in its 2016 Annual Information Form dated March 24, 2017 but have been adjusted to reflect Goldcorp’s 50% ownership in the Norte Abierto Project. The Mineral Resource estimate for the Caspiche deposit has an effective date of April 11, 2012 and was prepared by Mr. Ted Coupland, MAusIMM(CP), at the time, Director and Principal Geostatistician of Cube Consulting Pty Ltd.

   (iv)   

Mineral Reserves and Mineral Resources for the Relincho deposit, which is part of the NuevaUnión Project, are as per public information provided by Teck in its 2016 Annual Information Form dated February 23, 2017 with an effective date of December 31, 2016 but have been adjusted to reflect Goldcorp’s 50% ownership in the NuevaUnión Project. The Mineral Resource and Mineral Reserve estimates have been prepared under the general supervision of Rodrigo Marinho, P.Geo., an employee of Teck.

   (v)   

Mineral Reserves and Mineral Resources for the Alumbrera Mine are as per public information provided by Glencore plc in its Resources and Reserves Report with an effective date of December 31, 2017 but have been adjusted to reflect Goldcorp’s 37.5% ownership in the Alumbrera Mine. The Mineral Resource and Mineral Reserve estimates have been prepared and have been prepared under the supervision of Flavio Montini, an employee of Glencore plc.

   (vi)   

Mineral Reserves for the Coffee Project are as per information provided by Kaminak Gold Corporation effective the transaction date of July 19, 2016, except that we have corrected an error in the gold price assumption for the Mineral Resource estimate which was previously stated as $1,400 per ounce and should have been stated as US$1,500 per ounce of gold.

(5)    Mineral Reserves are estimated using appropriate recovery rates and US$ commodity prices of $1,200 per ounce of gold, $18.00 per ounce of silver, $2.75 per pound of copper, $0.90 per pound of lead, and $1.05 per pound of zinc, unless otherwise noted below:
   (i)    Pueblo Viejo Mine     

Gold - average long-term price of US$1,200/oz

 

Silver - average long-term price of US$16.50/oz

 

Copper - average long-term price of US$2.75/lb

   (ii)    Alumbrera Mine      Gold - US$1,250/oz; Copper - US$2.91/lb
   (iii)    Relincho deposit      Copper - US$2.80/lb; Molybdenum - US$13.70/lb
   (iv)    Cerro Casale deposit     

Gold - US$1,000/oz. to 2020, and a long-term price of US$1,200/oz. from 2021 onwards

 

Silver - US$13.75/oz. to 2020 and a long-term price of US$16.50/oz. from 2021 onwards

 

Copper - US$2.25/lb. to 2020 and a long-term price of US$2.75/lb. from 2021 onwards

(6)    Mineral Resources are estimated using US$ commodity prices of $1,400 per ounce of gold, $20 per ounce of silver, $3.00 per pound of copper, $1.00 per pound of lead, and $1.10 per pound of zinc, unless otherwise noted below;
   (i)    Pueblo Viejo Mine      Gold - US$1,500/oz; Silver - US$20.50/oz; Copper - US$3.50/lb
   (ii)    Caspiche deposit      Gold - US$1,250/oz; Silver - US$15.00/oz; Copper - US$2.75/lb
   (iii)    El Morro deposit      Gold - US$1,200/oz; Copper - US$2.75/lb
   (iv)    Alumbrera MIne      Gold - US$1,300/oz; Copper - US$3.06/lb
   (v)    Relincho deposit      Copper - US$2.80/lb; Molybdenum - US$13.70/lb
   (vi)    Cerro Casale deposit      Gold - US$1,500/oz; Silver - US$16.50/oz; Copper - US$2.75/lb
   (vii)    Coffee Project      Gold - US$1,500/oz

 

- 24 -


MINERAL PROPERTIES

Our material mineral properties are the Red Lake Mines and Éléonore Mine in Canada, the Peñasquito Mine in Mexico, the Pueblo Viejo Mine (40% interest) in the Dominican Republic, and the Cerro Negro Mine in Argentina.

Red Lake Mines, Canada

The Red Lake Mines, wholly-owned by Goldcorp, are located in the Red Lake district, Ontario. The scientific and technical information included in the following section has been derived, in part, from the technical report entitled Red Lake Operations, Ontario Canada, NI 43-101 Technical Report (the “ Red Lake Report ”) dated effective December 31, 2015 prepared by Stephane Blais, P.Eng., Chris Osiowy, P.Geo., and Nuri Hmidi, P.Eng., each of whom is a qualified person under NI 43-101.

Project Description, Location and Access

The Red Lake Mines are owned by Goldcorp (87.45%) and Goldcorp Canada Ltd. (“ Goldcorp Canada ”) (12.55%) through a partnership. The operations comprise the former Campbell and Red Lake underground mines, which are now integrated and operate as a single entity by Red Lake Gold Mines. In this annual information form, the shafts and mill at Red Lake are collectively termed the Red Lake Complex; those at Campbell are termed the Campbell Complex. The combined mine area is also referred to as the greater Red Lake–Campbell Complex. The Cochenour Complex covers mineralization discovered at the Western Discovery Zone deposit and the former Cochenour–Willans mine and also includes the former Gold Eagle Mines joint venture property (see – “History” below).

The Red Lake mining operation is located 180 kilometres north of the town of Dryden, District of Kenora, northwestern Ontario. The Red Lake area is accessible by Highway 105, which joins the Trans-Canada Highway at Vermilion Bay, 175 kilometres south and 100 kilometres east of Kenora, Ontario. Commercial air services operate to Red Lake from Thunder Bay and Winnipeg.

The Red Lake Complex consists of 70 patented mining and surface rights claims, three patented mining rights only claims, 27 patented surface rights only claims, and six Licences of Occupation over water for a total of 106 claims covering 1,693 hectares. The Campbell Complex consists of 41 patented mining and surface rights claims and 15 Licences of Occupation for a total of 56 claims covering 786 hectares. Claims are held in the name of either Goldcorp, or Goldcorp Canada, or are jointly held by the two companies. The Cochenour Complex comprises a total of 111 claims over 1,382 hectares. This consists of 73 Patents with mining and surface rights, seven Patents with mining rights only, three Leases with mining rights only, 27 Licences of Occupation over water and one unpatented claim which is currently in the lease application process. Tenure is jointly held in the names of Goldcorp (72%) and Goldcorp Canada (28%) with the exception of the Gold Eagle Property claims (28 patented mining and surface rights claims and 16 Licences of Occupation) which are owned wholly by Goldcorp (100%). As required under Ontario law, patented mining lands have been surveyed. Required fees and duties have been paid to the appropriate regulatory authorities, and the claims are in good standing. Leases have associated work commitments and fees. A 21-year lease may be renewed provided that the lessee can prove that the mining lease is being used for mining purposes and meets certain criteria, and application for renewal is made prior to the expiry date of the lease.

Red Lake Gold Mines has collaboration agreements with two First Nations that are signatory to Treaty No. 3 and have treaty rights which they assert within the operations area of the Red Lake Mines region: Obishikokaang Collaboration Agreement executed August 16, 2013 with Lac Seul First Nation (“ LSFN ”) and Goldcorp Canada; and a second Collaboration Agreement which became effective on January 29, 2015 with Wabauskang First Nation (“ WFN ”) and Goldcorp Canada. LSFN is located to the southeast of Red Lake with a band membership of 3,200 and WFN is located to the south of Red Lake with a band membership of 315. These agreements provide a framework for strengthened collaboration in the development and operations of Red Lake Mines and outline tangible benefits for the individual First Nations, including skills training and employment, opportunities for business development and contracting, and a framework for issues resolution, regulatory permitting and our future financial contributions.

 

- 25 -


We hold sufficient surface rights to support the Red Lake–Campbell mining operations and associated infrastructure, and sufficient surface rights in the Cochenour Complex to support any proposed re-development. Environmental permits are required by various federal, provincial, and municipal agencies and are in place for all current operations. No new permits are currently required for current exploration activity and mining operations, but existing permit amendments are required from time to time. The Cochenour Complex closure plan was filed in April 2014, and the closure plan for the Red Lake-Campbell Complex was filed in May 2015. The Red Lake Mines and Cochenour Complex closure plans satisfy all regulatory requirements. We are satisfied that all material environmental liabilities are identified in the existing closure plans for the operations, which are limited to those that would reasonably be expected to be associated with gold mines that have been operating for more than 60 years, and where production is from underground sources, including roads, site infrastructure, and waste and tailings disposal facilities.

History

Red Lake Complex

The first recorded prospecting in the Red Lake district was carried out by the northwestern Ontario Exploration Company in 1887. Red Lake was first staked during the Red Lake Gold Rush in 1926. In 1944, the property was re-staked and Dickenson Red Lake Mines Limited was incorporated. Production mining began in 1948 at a rate of 113 tonnes per day and increased to 454 tonnes per day in the 1970s. In the early 1980s, the mill capacity was increased to 907 tonnes per day and long-hole stoping was introduced. The change in mining method resulted in a severe drop in production grade. Cut-and-fill mining was subsequently reintroduced, and production reached approximately 907 tonnes per day by 1993 to 1994. An exploration core drilling program initiated in 1995 within the lower levels of the mine resulted in the discovery of a cluster of high grade gold veins. The #3 shaft was developed from January 2004 to January 2007 to a depth of 1,925 metres.

Campbell Complex

The Campbell claims were staked in 1926. Subsequently, there was a period of claim cancellations and re-staking of the area. In the 1940s, George and Colin Campbell re-staked the area, Campbell Red Lake Mines was incorporated and Dome Mines Limited (“ Dome Mines ”) purchased an option that eventually resulted in Dome Mines acquiring a 57% ownership interest in the Campbell Red Lake Mines company. In 1946, after additional exploration had been carried out, a four-compartment shaft with four levels was sunk to a depth of 182 metres. Mill construction began in 1948 and the mill went into operation the following year reaching a capacity of 272 tonnes per day. The shaft was deepened to 655 metres in the 1950s to exploit a high-grade zone discovered on the 14 th level of the mine. Following the merger of Campbell Red Lake Mines, Dome Mines and Placer Development Limited, in 1987, an autoclave was installed at the Campbell Complex, replacing the existing roaster, the mill flotation circuit was upgraded, a paste-fill plant constructed, an underground decline developed, and the Reid Shaft was commissioned.

Cochenour Complex

The original claims on the Cochenour-Willans property were staked in 1926 to 1927 by W.M Cochenour, D. Willans and H.G. Young, and in 1928 the Cochenour–Willans syndicate was formed. Cochenour–Willans Gold Mines Ltd. was incorporated in 1936 and production began in 1939 at a rate of 136 to 181 tonnes per day. Operations ran for 32 years, from 1939 to 1971, during which about 2.1 million tonnes grading 18.44 grams per tonne (“ g/t ”) of gold was processed with approximately 1.24 million ounces of gold recovered. Underground mine workings extended down to the 670 metre level.

In 1997, we purchased a 100% interest in the Cochenour–Willans mine area. We completed trenching, grab sampling and compilation work between 1998 and 2002. The mine was allowed to flood in 2003. Surface drilling was undertaken from 2002 to 2009, consisting of 94 surface drill holes, totalling 66,968 metres. Following dewatering, in 2010, renewed access to the underground Cochenour-Willans workings allowed completion of 49 underground drill holes (20,558 metres), together with 17 surface drill holes (including wedges) totalling 13,881 metres.

 

- 26 -


The Cochenour No. 1 shaft was slashed and deepened to below the 34 level in 2010 to 2014 to support exploration and development of the recently acquired Gold Eagle property located to the south. Both decline and incline ramp developments are currently active from the 34 level station.

Historical Gold Production

 

Mine    Years of Production     Ore Milled (tonnes)      Ounces      Grams per
Tonne
 
                             

 

Red Lake Gold Mines

 

   2006-December 2017  (1)        8,360,665        5,661,517                                23.2  

 

Campbell Mine

 

   1949-2006 (2)   18,093,133        11,216,443        19.3  

 

Goldcorp (Dickenson)

 

   1948-2006 (3)   8,715,238        5,962,948        21.3  

 

Cochenour-Willans

 

   1939-1971   2,096,656        1,244,279        18.5  
    

 

Total

 

 

37,265,692   

 

    

 

                     24,085,187

 

 

 

    

 

20.6

 

 

 

 

  (1)

Includes total production from the Red Lake Complex from January 1, 2006, production from the Campbell Complex subsequent to May 12, 2006, the date of acquisition, and development starting in 2014 from Cochenour’s Bruce Channel Deposit acquired from Gold Eagle Mines Ltd. in 2008.

  (2)

Includes production under Placer Dome (CLA) Ltd. to May 12, 2006.

  (3)

For 1997, 1998, and 1999, no production due to strike by unionized employees.

Geological Setting, Mineralization and Deposit Types

The mineralization within the Red Lake Mines operations is typical of Archean greenstone belt-hosted gold deposits. The Red Lake greenstone belt is located in the western portion of the Uchi Subprovince of the Canadian Shield. The project area is underlain mainly by tholeiitic basalt and locally by komatiitic basalt of the Balmer Assemblage. The mine sequence also includes felsic, peridotitic and other mafic to lamprophyric intrusive rocks of various younger ages. The steeply-dipping, south–southwest-folded package is unconformably overlain by felsic volcaniclastic rocks, and clastic and chemical sedimentary rocks of the Bruce Channel assemblage.

The local package of rocks has been significantly flattened and folded. Fold limbs of the relatively plastic ultramafic units are so thinned and attenuated that major shear zones formed along them. These shear zones acted as primary hydrothermal fluid transportation corridors and host a significant portion of the gold mineralization in the area. Other significant mineralized structures occur within lower-strain areas of the stratigraphy, usually associated with brittle conjugate fracture systems in close proximity to lithological boundaries possessing high competency contrasts.

Gold deposits in the district have been classified into three main categories: mafic volcanic-hosted, felsic intrusive-hosted and stratabound. The majority of the productive zones in the Red Lake camp are of the mafic volcanic-hosted type and occur as vein systems and accompanying sulphide replacement within sheared mafic to komatiitic basalts of the Balmer Assemblage.

There are generally three styles of mineralization in the Red Lake–Campbell Complex: vein replacement mineralization, replacement mineralization, and sulphide mineralization. Vein replacement ore involves intense silica replacement of precursor ankerite veins often accompanied by abundant visible gold and minor sulphides. This is the dominant mineralization type found in zones such as the Red Lake High Grade Zone (“ HGZ ”) and the Campbell G and L zones. Replacement mineralization involved the intense silica replacement of sheared mafic rocks accompanied by abundant arsenopyrite and pyrrhotite ± biotite. This style of mineralization commonly envelops vein replacement mineralization, but can occur elsewhere. Sulphide mineralization is typically found within broad zones of strongly sheared mafic rocks and consists of fine disseminated pyrrhotite (as much as 30%) accompanied by biotite alteration.

Two styles of mineralization occur within the Cochenour–Willans mine footprint: mineralization associated with discrete shear structures immediately in the footwall of the Cochenour Thrust structure, and mineralization that occurs well into the footwall north of the Cochenour Thrust associated with intersections between “north–south” carbonated shear zones with iron formation. The Bruce Channel deposit mineralization is hosted in highly sheared and sulphidized mafic rocks or in “grey sulphide” replacement breccia zones. The Western Discovery Zone mineralization consists of a series of sub-parallel, quartz-rich veinlets and tension veins developed in intrusive rocks of the McKenzie granodiorite stock.

 

- 27 -


Gold appears as free milling gold as well as refractory, arsenopyrite-associated gold for all deposits.

The knowledge of the Red Lake deposit, including the Cochenour Deposit, setting and lithologies, and of the mineralization style and its structural and alteration controls, is sufficient to support Mineral Resource and Mineral Reserve estimation.

Exploration

The Red Lake operations have a long exploration and mining history. Gold mineralization was first identified in 1922. The original Red Lake mine commenced production in 1948, and the Campbell mine in 1949.

Exploration activities at Red Lake have included regional and detailed geological and structural mapping, rock, silt and soil sampling, trenching, reverse circulation and diamond drilling, airborne geophysical surveys, ground induced polarization geophysical surveys, mineralization characterization and petrographic studies, metallurgical testing of samples, Mineral Resource and Mineral Reserve estimates, baseline environmental, geotechnical and hydrological studies, and technical studies.

In 2017, exploration drilling programs totalling 115,454 metres with 690 core holes were carried out at the Red Lake and Campbell Complexes; and an additional 20,717 metres with 132 core holes at the Cochenour deposit.

The exploration programs completed to date are appropriate to the known mineralization styles. There is considerable remaining exploration potential in the vicinity of the current mining operations and the Red Lake region.

Drilling

A significant amount of surface and underground core drill data has been collected over the 60+ year history of Red Lake. Drilling from 1947 to 2017 at the Red Lake and Campbell Complexes totals 65,894 drill holes (approximately 6,157,454 metres). Drilling at the Cochenour Complex from 1939 to 2017 comprises about 17,871 drill holes (approximately 2,103,957 metres).

Currently, exploration drill data spacing for the Red Lake Complex range from 14 metres to 30 metres. In development and stope areas, underground drilling infills this spacing to approximately 7.5 to 15 metres by 7.5 to 15 metres. Intercept spacing is variable due to the irregular location of drill sites and the complex distribution of the mineralized zones. Drilling at the Cochenour Complex is infilling from the previous 30 metre by 30 metre spacing.

Standardized logging forms and geological legends are currently used. Logs record assays, lithologies, veining and replacement zones, vein styles and percentage amounts over sampled interval lengths and intensity, sulphide mineralization type and intensity, alteration type and intensity, faults and fracture frequency and orientation, rock quality designation, and structure type, frequency and intensity. Select drill holes are photographed.

Core quality is very high, with core recovery on average >95% on all core sizes. There are no areas where poor recovery is consistently encountered.

The collars of all drill holes are surveyed by transit for location, bearing and dip and tied into the mine grid. The same grid is used for all of the mine complexes.

Downhole surveys since 1995 at Red Lake were conducted in a systematic manner with a gyroscopic (gyro) survey instrument (unaffected by magnetics) used for drill holes steeper than 70°, and a Reflex Maxibor survey instrument used for drill holes with flatter dips. Site specifications require downhole surveys at 30 metre intervals or less. In the earlier stages of the mining operation, Sperry Sun multi-shot, Icefield multi-shot, Light-Log and Tropari instruments were used, but the gyro and Maxibor units have replaced this instrumentation.

 

- 28 -


Downhole surveys at the Campbell Complex utilized Reflex and Ranger electronic compass single-shot surveys tests. Most of the drill holes greater than 120 metres are surveyed using the Maxibor method. Prior to that, Pajari test instruments were used, which provided azimuth and dip orientations. Sperry Sun multi-shot instruments were used on deep (> 300 metre holes) for a period from the early 1980s to the late 1990s. Pre-1980 and into the 1990s, drill hole inclination was derived using “acid tests”. This type of testing has been replaced by Reflex electronic compass single-shot surveys.

Downhole surveying on both complexes (since 2006) utilizes a combination of testing equipment that can include Reflex, Maxibor and north-seeking gyro, depending on the depth of the drill holes.

Drill data are typically verified prior to Mineral Resource and Mineral Reserve estimation by running a software program check.

Core sampling practices have varied between predecessor companies and over time. Typically, historic core sampling has targeted mineralized zones with additional bracket samples taken in waste rock. Current practice has changed, with some exceptions, to sampling the entire drill hole. Presently a high percentage of core sent out for assaying is whole core. A certain amount of core is cut and retained. This core in recent years has been from select deep high-grade zone drilling and surface drilling.

At Red Lake Complex, sampling honored lithological and mineralized zone boundaries. Typical sample lengths were 90 centimetres for un-mineralized intervals, 60 centimetres or less for mineralized intervals, and 30 centimetres intervals for visible gold, though samples were taken on shorter intervals that directly corresponded to very narrow, high-grade mineralized structures.

Until 1999 at the Campbell Complex, sample lengths were typically in the 0.6 to 1.0 metres range, and usually shorter in the higher-grade sections. Low-grade rock and waste were typically sampled over 0.6 to 1.5 metres lengths, averaging 0.67 metres. High-grade sections were sampled over 15 centimetres to 60 centimetres intervals for BQ and NQ core, and 0.90 metres for smaller AQ/AQTK core, except where significant geological differences were present, these normally being narrow, high-grade occurrences.

For production purposes, chip sampling is performed on a blast-by-blast basis by the production geology team, while muck sampling is done by the miner during the mucking process. Muck samples are used to provide a general guide and back-up information for day to day operation, while test holes are required to ascertain that no mineralization is missed in the walls of the stope.

Historically a specific gravity of 2.91 (11.0 cubic feet per short ton) has been used at the Red Lake Complex. A specific gravity of 2.98, developed from composite averages, is used for the HGZ. During completion of the resource estimation on the Cochenour Complex, a specific gravity of 2.91 was used for all zones except the Western Discovery Zone.

The quantity and quality of the lithological, geotechnical, collar, and down-hole survey data collected during the exploration and infill drill programs are sufficient to support Mineral Resource and Mineral Reserve estimation.

Sampling, Analysis and Data Verification

Given the long production history, a number of laboratories have been used in support of operations.

Core drill and underground samples were analysed by a combination of independent laboratories and the Red Lake and Campbell Complex run-of-mine laboratories, using industry-standard methods for gold analysis. In general, exploration and infill core programs were analysed by independent laboratories using industry-standard methods for gold analysis from 2001. Current run-of-mine sampling is performed by the mine laboratory, which is operated independently of Goldcorp. Historically, the Campbell and Red Lake run-of-mine laboratories primarily performed day to day assays for mining operational purposes; however, exploration core has also been processed through the laboratories. Neither laboratory has held International Organization for Standardization (“ ISO ”) accreditation. All remaining laboratories used for analytical data have held ISO certifications since 2001; it is not known what certification was held prior to that date.

 

- 29 -


Sample preparation for exploration and run-of-mine samples consists of drying as required, crushing, and selection of a sub-split that is then pulverized to produce a pulp sample sufficient for analytical purposes. Production samples and drill core are kept separate in the mine site laboratories to reduce the risk of contamination. The sample preparation procedure is in line with industry-standard methods for gold deposits that have coarse visible gold and a high nugget effect.

Samples are typically analyzed using fire assay with a gravimetric or atomic absorption finish, depending on the anticipated grade of the sample. In 2010, selected exploration drill core samples were submitted for inductively-coupled plasma analysis as well as the regular fire assay/atomic absorption/gravimetric analysis. A certain percentage of the samples were also selected for pulp metallic analysis.

The collected sample data adequately reflect deposit dimensions, true widths of mineralization, and the style of the deposits.

There is limited information available on the quality assurance and quality control (“ QA/QC ”) employed for the earlier drill programs; however, sufficient programs of reanalysis have been performed that the data can be accepted for use in estimation. Our drill programs since 2006 on the Red Lake and Campbell Complexes have included insertion of blank and certified standard reference material (SRM) samples. Submission of QA/QC samples was initiated for the Cochenour Complex in 2010, and comprises submission of SRM and blank materials. In 2017, QA/QC standard and blank insertion rates were increased, and field duplicates were also introduced.

Data that were collected were subject to validation, using in-built program triggers that automatically checked data on upload to the database. Data are also verified against the original hard copy monthly reports, as well as in other software packages. Verification is performed on all digitally-collected data on upload to the main database, and includes checks on surveys, collar co-ordinates, lithology data, and assay data. The checks are appropriate, and consistent with industry standards.

Drill core sample security is maintained at the Red Lake–Campbell Complex and the Cochenour Complex through supervision of transport of the core from the underground/surface drill or sample site, through to the logging facility and to the in-house or external assay laboratories. Chain-of-custody procedures consisted of filling out sample submittal forms that were sent to the laboratory with sample shipments to make certain that all samples were received by the laboratory. Current sample storage procedures and storage areas are consistent with industry standards.

The quality of the gold analytical data is sufficiently reliable to support Mineral Resource and Mineral Reserve estimation and that sample preparation, analysis, and security are generally performed in accordance with exploration best practices and industry standards.

Several data verification programs and audits have been performed at Red Lake Mines over recent history by independent consultants in support of technical reports and by our personnel in support of mining studies. We have also performed our own internal validations. Data verification checks were performed as follows:

• Micon International Limited (2004, 2006): Micon staff reviewed available data in support of technical reports prepared in 2004 and 2006 for Exall/Southern Ventures; no material biases or errors noted;

• Watts, Griffis, and McOuat (2005, 2007): reviewed the QA/QC program and the logging and sampling/assaying procedures; concluded at the time of each audit that the database was in good order and that the procedures were to industry standards; and

• Goldcorp (2006 to date): database validation checks, laboratory inspections; no material biases or errors noted.

 

- 30 -


A reasonable level of verification has been completed, and no material issues have been left unidentified from the programs undertaken. Data verification programs completed on the data collected adequately support the geological interpretations, and the quality of the analyses and the analytical database, and therefore support the use of the data in Mineral Resource and Mineral Reserve estimation.

Mineral Processing and Metallurgical Testing

Over the project history, a significant number of metallurgical studies and accompanying laboratory-scale and/or pilot plant test work have been completed. Studies included mineralogical studies, grindability and comminution test work, bench and pilot plant flotation tests, thickener tests and reagent test work.

Programs were sufficient to establish the optimal processing routes for the Red Lake–Campbell ores, were performed on mineralization that was typical of the deposits, and supported estimation of recovery factors for the various ore types.

Test work to date on the Cochenour Complex mineralization indicates that mineralization types at Cochenour can be treated in the current Campbell process plant. The Bond work index determinations showed that the Bruce Channel mineralization hardness can be described as moderate to moderately soft. Therefore, the mineralized material should be readily processed in the existing grinding circuit at the Campbell Complex. Relatively poor leach-only recoveries indicated that a refractory ore treatment process (autoclave) is required to achieve reasonable overall gold recovery.

Mineral Reserve and Mineral Resource Estimates

The following table sets forth the gold Mineral Reserve estimations for Red Lake Mines effective June 30, 2017:

Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)(6)(7)

 

Category

 

  

Tonnes

(millions)

  

Grade

             (grams per tonne)              

   Contained Metal
(millions of ounces)

Proven

   1.50    11.01    0.53

Probable

   7.34    6.97    1.64

Proven + Probable

   8.84    7.65    2.17

 

(1)

Mineral Reserves for the Red Lake Mines set out in the table above have been reviewed and approved by Ivan Mullany, FAusIMM, Senior Vice President, Technical Services of Goldcorp, and a qualified person under NI 43-101. The Mineral Reserves are classified as Proven and Probable Mineral Reserves, and are based on the CIM Definition Standards.

(2)

Mineral Reserves are estimated using a gold price of $1,200 per ounce and a US$ exchange rate of C$1.30. These assume processing costs of $45.25 per tonne, mining operating costs of $170.54 per tonne and general and administrative (“ G&A ”) costs of $66.90 per tonne, for a total life-of-mine estimated operating cost of $282.69 per tonne.

(3)

The estimated metallurgical recovery rate is 96% for the operation as a whole.

(4)

All decisions for inclusion or exclusion of material as Mineral Reserves are based on a detailed assessment of costs versus revenues. A global cut-off grade was calculated to be 7.8 g/t. Individual cut-off grades were used for design purposes and are dependent on mining method and area. The following cut-off grades were used: long-hole low cost: 5.5 g/t gold; and cut-and-fill: 17 g/t gold.

(5)

Mineral Reserves are constrained within mineable shapes, with varying mining widths that vary from 2.4 to 10.7 metres, depending on the geometry of the ore body and mining method used. The operations use 100% mine recovery for scheduling the life-of-mine plan Mineral Reserves for Red Lake and Campbell Complex and 95% mine recovery for Cochenour.

(6)

Numbers may not add up due to rounding.

(7)

Cochenour Mineral Reserves were established in 2017 and are included in the table above.

 

- 31 -


The following table sets forth the gold Mineral Resource estimation for Red Lake Mines effective June 30, 2017:

 

Measured and Indicated Mineral Resources (1)(2)(3)(4)(5)(6)

(excluding Proven and Probable Mineral Reserves)

 

Category

 

  

Tonnes

     (millions)     

  

Grade

     (grams per tonne)     

  

Contained Metal

     (millions of ounces)     

Measured    1.52    19.28    0.94
Indicated    3.80    14.63    1.79
Measured +Indicated    5.31    15.96    2.73
Inferred    8.53    15.86    4.35

 

(1)

The Mineral Resources for Red Lake Mines set out in the table above have been reviewed and approved by Ivan Mullany, FAusIMM, Senior Vice President, Technical Services of Goldcorp, and a qualified person under NI 43-101. The Mineral Resources are classified as Measured, Indicated and Inferred Mineral Resources, and are based on the CIM Definition Standards.

(2)

All Mineral Resources are reported exclusive of those Mineral Resources that were converted to Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated economic viability.

(3)

Based on a gold price of $1,400 per ounce and a US$ exchange rate of C$1.30.

(4)

Mineral Resources are reported using variable cut-off grades depending on the mineralization type and zone. The mineral resource cut-off grade averages 6.68 g/t. The in-situ block model has been diluted to minimum horizontal widths of 1.2 metres in the HGZ and 1.80 metres in all other zones. Dilution is assigned zero grade.

(5)

Mineral Resources for Red Lake-Campbell Complex are estimated using 94% metallurgical recovery, and 93.5% metallurgical recovery for Cochenour Complex.

(6)

Numbers may not add up due to rounding.

Environmental, permitting, legal, title, taxation, socio-economic, marketing and political factors and constraints have been taken into account. The Mineral Reserves are acceptable to support mine planning. Areas of uncertainty that may materially impact the Mineral Resource and Mineral Reserve estimates include: commodity price and exchange rate assumptions used; rock mechanics (geotechnical) constraints; geological complexity; and maintaining constant underground access to all working areas.

Mining Operations

Red Lake Mines consists of a single underground operating mine (Red Lake and Campbell Complexes) and an advanced underground exploration program (Cochenour). Mining consists of: longhole, mechanized underhand or overhand cut and fill techniques and development mining methods. Mined areas are routinely paste filled to maintain overall stability. Production forecasts are expected to be achievable with the current equipment and plant, and replacements have been acceptably scheduled.

There is also potential to extend the mine life if some or all of the Inferred Mineral Resources identified within the life-of-mine (“ LOM ”) production plan can be upgraded to higher confidence Mineral Resource categories. Mineralization remains open at depth.

Mining is carried out in Red Lake Mines using a combination of long hole, mechanized underhand or overhand cut-and-fill techniques, which allows greater ore extraction while generating minimal dilution. Stope sequencing is carefully analyzed and adapted to surrounding conditions to alleviate seismic activity induced by mining. Stope sequencing is based on an amalgamation of elastic/plastic stress modelling, seismic system data analysis and underground observations. Once mining blocks or lifts are completed, waste rock fill, paste fill, or a combination of both, is employed to fill the open excavation.

Mineral Resources classified as either Indicated or Measured are considered during conversion to Mineral Reserves. The requirements for Mineral Resources to be converted to Mineral Reserves are: only Measured and Indicated Mineral Resources can be included, dilution is included, and Mineral Reserves are supported by an economic mine plan.

 

- 32 -


As part of day-to-day operations, we will continue to undertake reviews of the mine plan and consideration of alternatives to and variations within the mine plan. Alternative scenarios and reviews can be based on ongoing or future mining considerations, evaluation of different potential input factors, assumptions and corporate directives.

Processing and Recovery Operations

Campbell Complex

At the Campbell Complex, conventional crushing and grinding is followed by gravity concentration to recover free-milling gold. Refractory gold, finely disseminated in the arsenopyrite and pyrite matrix, is recovered by flotation followed by pressure oxidation, neutralization and carbon-in-leach. This stream joins the non-refractory flotation tails and is recovered by cyanidation/carbon-in-pulp (“ CIP ”) processing. The plant nominal capacity is 1,800 tonnes per day and the average process plant recovery is 94.5%.

Tailing can either be discharged to the tailing management area, or sent underground by piston pump for use as backfill as a paste. Cement and flyash is added to the paste and the paste fill is used to stabilize mined out openings in the Campbell Complex.

Red Lake Complex

Process facilities at the Red Lake Complex consist of three separate plants: the crushing plant; processing plant; and paste fill plant. Commercial production from the facilities began on January 1, 2001. The plant nominal capacity is 1,250 tonnes per day and the average process plant recovery is 97.0%.

The crushing plant is a two-stage process which reduces underground ore from about 30 centimetres to 1 centimetres. Underground ore from a coarse ore bin is fed to a jaw crusher and sizing screen. Screen oversize is crushed in a cone crusher and screen undersize is conveyed into a fine ore bin as plant feed material.

Unit operations in the processing plant include grinding, gravity concentrating, cyanidation, CIP, carbon elution and reactivation, electrowinning, bullion smelting/refining, cyanide destruction, flotation, and concentrate handling. Coarse gold is recovered from the ore via the gravity concentrating circuit. A portion of the ground slurry from the ball mill is fed to two Knelson concentrators which produce a gravity concentrate that is upgraded on a Diester table to a concentration of approximately 75% gold, and directly smelted into bullion. Bullion is then shipped to a refinery for later sale into the spot market. The Red Lake Complex processing plant also employs a typical sulphide flotation circuit generating a bulk sulphide concentrate. This concentrate is pumped as slurry to the Campbell Complex for processing in the autoclave.

Infrastructure, Permitting and Compliance Activities

Mining activities are conducted in and about the Municipality of Red Lake and are located near established power and road infrastructure. Local businesses offer most goods and services required for mineral exploration and development. Additional supplies can be sourced as needed from Thunder Bay, Winnipeg and Toronto. Together with multiple shaft accesses to the underground workings, we maintain administrative, technical, operations support, and processing facilities on the active sites. There are modern camp facilities to maintain the required permanent workforce for operations and construction.

Potable water is supplied by the municipality and paid for on a usage basis. Process water is taken from Balmer Lake and Sandy Bay. Power is supplied through Hydro One via the E2R radial line. Diesel-powered generators provide temporary emergency power in the event of a main electrical disruption to allow the mine site to maintain basic services. Waste rock is stored in designated areas at both the Red Lake and Campbell Complexes. The waste pads are located in a historic tailings area east of the site at the Red Lake Complex and on the northeast side of the main tailings pond at the Campbell Complex. The tailings storage facilities at the Campbell and Red Lake Complexes are currently permitted for dam raises that are expected to provide storage to 2020 and 2019 at current dam elevations, respectively. Additional tailings storage is available to 2040 as identified in the Red Lake Complex Long Range Tailings Plan. Future dam raises are currently in the planning and design phase.

 

- 33 -


Environmental permits are required by various Federal, Provincial, and municipal agencies, and are in place for project operations. Red Lake Mines maintains a list of active environmental permits covering operation of the Campbell and Red Lake Complexes and Balmer Assemblage. We hold the appropriate permits under local, provincial, and Federal laws to allow current exploration activity and mining operations. No new permits are currently required, but existing permit amendments are required from time to time, and in 2018, applications for amendments may be made for tailings management area upgrades (i.e. dam raises), air/noise permits, permit to take water renewals, and exploration permitting. Permit amendments are routinely applied for and obtained to accurately reflect ongoing operational needs of the mining facilities.

The environmental management system and environmental and social management plans were developed in accordance with the appropriate Canadian regulations.

Arsenic remains a focus in most environmental programs for all project operations. Arsenopyrite is a main element in the local geology, contained in ore and waste rock and requires specific management in environmental programs.

Waste rock and ore are routinely sampled for acid rock drainage potential as per the internal programs for acid rock drainage and metal leaching. Since there are no significant acid rock drainage issues related to the waste and ore from the Campbell and Red Lake Complexes and Balmer Assemblage, waste rock materials can be used for construction purposes.

Active tailings facilities for the operations were designed by third-party consultants. Annual geotechnical and facility inspections are conducted by these firms. In addition, engineering assessments and investigations to enhance tails storage strategies are performed as required.

Water treatment processes are in place at both milling/tailings facilities to address the destruction of cyanide and metals in solution. Both the Campbell and Red Lake operations utilize passive wetland treatment technologies to assist with the reduction of ammonia from mining and milling processes. All effluent discharges to the environment comply with applicable laws.

Long-term development of site-specific water quality objectives for closure, the Campbell Complex West Dam groundwater program, and the long-term stabilization of underground arsenic storage facilities continue to be the focus of ongoing research and closure planning.

The mining complexes are situated on the edges of the Red Lake district communities which make them a part of the community landscapes. Given these proximities, operational and environmental considerations are paramount, as are our commitments to social, cultural, and community support. We currently have representation on various local organizations such as the local municipal planning boards, hospital boards, economic development board, and maintains an open dialogue with the community.

Capital and Operating Costs

Capital cost estimates are based on experience gained from current operations, 2017 budget data, and quotes received from manufacturers during 2017. Capital cost estimates include funding for infrastructure, mobile equipment replacement, development, drilling, and permitting as well as miscellaneous expenditures required to maintain production. Infrastructure requirements are incorporated in the estimates as appropriate. Mobile equipment is scheduled for replacement when operating hours reach threshold limits. Sustaining capital costs reflect current price trends. The remaining life-of-mine capital expenditure is estimated at $170.1 million.

 

    Area   

        Life-of-Mine        

($ million)

   
 

 

Sustaining

   $118.5
 

 

Expansionary

   $51.6
 

Total

   $170.1

 

- 34 -


Operating cost estimates are based on actual historical data and include adjustments to reflect market conditions. The estimated average annual operating cost is $282.69 per tonne, consisting of $45.25 per tonne for processing, $170.54 per tonne for mining, and $66.90 per tonne for G&A.

 

    Area   

        Life-of-Mine         

($ per tonne)

        
 

Process Plant

   $45.25
 

 

Mining Operations

   $170.54
 

 

G&A            

   $66.90
 

 

Total

 

   $282.69

Exploration, Development and Production

Red Lake and Campbell Complexes

Mine exploration drilling in 2017 focused on the R Zone, URL (F Zone), Campbell targets (upper 56 zone), Party Wall (AH Zone), and the Deep Sulphides Zones. Exploration of the R Zone was carried out from 41, 44 and 47 levels (#3 Shaft access) and focused on both infill and expansion drilling. In 2017, exploration development was completed on the first phase of development on 51 level to provide a drill platform for the eastern extent of Hanging Wall 7. The second phase of development for this drift is scheduled to begin in the first quarter of 2018. Other exploration development included 31 level development designed for the purpose of expansion drilling the PLM east target. This development will continue into 2018 and be used as a drill platform upon completion.

Horizontal development in 2018 is planned for both the Red Lake and Campbell Complexes at a combined rate of 23.7 metres per kilo-tonne of ore, with an additional 0.4 metres per kilo-tonne of vertical development. In 2018, the focus will be on expansion of R Zone, URL, Far East and PLM zones to access the ore and for further delineation.

Cochenour Complex

During 2017, the focus of exploration was on oriented drilling to increase the level of confidence in interpreting the deposit. The diamond drilling was mainly focused on the upper main zone and banded iron formation resources between the 4400 and 3735 levels. A smaller portion of drilling was focused on upper main zone resources around the 5180 level. Drilling from the 3990, 4060 and 5180 levels from up to three drills totalled 132 core holes and 20,717 metres. Ramp development advanced up to the 3735 level and down to the 4400 level in order to initiate exploration platform development. The exploration platforms will allow for resource expansion drilling above and below the current reserve base at Cochenour. A longhole test stope was blasted and batched through the Campbell mill in order to confirm metallurgical properties and the block model estimation.

Following the positive outcome of the pre-feasibility study and the first year of reported Mineral Reserves the Cochenour project is advancing towards full production in 2019. During the pre-production period in 2018 the development focus will be on establishing exploration platforms, sill level development and mine infrastructure (pastefill, material movement). Waste and ore generated during the pre-production period will be hoisted to surface by the Cochenour Shaft. Upon completion of the material handling system, ore and waste will be transferred and hauled by rail via the 5320 Level Haulage Drift for hoisting to Surface by the Reid Shaft. Mining will use a sub-level open stoping method with open excavations backfilled with paste fill and waste rock. In 2019, annual production is planned at approximately 450 tonnes per day.

H.G. Young

In 2017, a total of 10,377 metres were drilled from both surface and underground with 35 oriented holes: 2,277 metres from surface (exploration & geotechnical) and 8,100 metres from underground. Underground holes were drilled from 14L Campbell to gain additional information on the plunge orientation and controlling geological structures constraining the H.G. Young deposit.

 

- 35 -


The surface holes were a combination of geotechnical and deep wedge holes. The geotechnical holes were focused on gaining additional information for future development and mining of H.G. Young, while the purpose of the wedge holes was to test the plunge of H.G. Young down to 21L (elevation 6915).

At the Red Lake Mines, our gold production guidance for 2018 is 235,000 ounces (+/- 5%). See “Risk Factors – Our financial projections rely on estimates of future production and estimates of future production may vary, which could have a negative impact on our future cash flows, business, results of operations and financial condition”.

Éléonore Mine, Canada

The Éléonore Mine, wholly-owned by Goldcorp and located in northern Québec, is one of the largest underground mines in Canada. The scientific and technical information included in the following section has been derived, in part, from the technical report entitled Éléonore Operations, Quebec, Canada, NI 43-101 Technical Report (the “ Éléonore Report ”) dated effective December 31, 2015 prepared by Christine Beausoleil, P.Geo., Denis Fleury, P.Eng., Andy Fortin, P.Eng., and Luc Joncas, P.Eng., each of whom is a qualified person under NI 43-101.

Project Description, Location and Access

The Éléonore Mine is located in the Lake Ell area, in the north-eastern part of the Opinaca Reservoir of the James Bay region, in the Province of Québec, Canada. The Éléonore Mine is located approximately 350 kilometres north of the towns of Matagami and Chibougamau, and 825 kilometres north of Montréal. A permanent road with two permanent bridges has been completed, extending from the Sarcelle hydroelectric facility to the Éléonore Mine. The Sarcelle station can be reached via a 40-kilometre gravel road, starting at the 396 kilometre marker along the James Bay Highway. All of the material, supplies, and food for the construction and operational phases are transported along this access route. Workers are brought on site via a permanent year-round air strip located approximately 1.5 kilometres north of the camp.

The Éléonore Mine comprises 369 contiguous claims totalling 19,274 hectares. The claims are 100% owned by Les Mines Opinaca Ltée (“ Opinaca ”), our wholly-owned Subsidiary. We purchased a block of four claims totalling 208 hectares located in the central area of the property in 2011 through an agreement with Wemindji Exploration. The Éléonore Mine hosts the Roberto gold deposit, which consists of the Roberto, East Roberto, and Zone du Lac lenses. The Roberto deposit is located under the Opinaca Reservoir. Claims are map-staked and not surveyed on the ground and are valid for a two-year period and can be renewed every two years, subject to payment of renewal fees and minimum exploration work requirements. The 284-hectare mining lease covering the Roberto deposit was signed by the Minister of Natural Resources of Québec on February 21, 2014.

The Éléonore Mine is located entirely in Cree territory, or Eeyou Istchee, on Category III lands belonging to the Québec government and subject to the James Bay and Northern Québec Agreement. Surface leases were obtained from the Ministry of Natural Resources for all infrastructures planned for the Éléonore Mine.

A royalty payable on production from the Éléonore Mine to Osisko Gold Royalties Ltd. is set at 2.20% on the first three million ounces of gold, and increases by 0.25% per million ounces thereafter, up to a maximum of 3.5%. The royalty is applicable to the entire Éléonore Mine. The royalty payable in each period is adjusted up or down by an amount ranging between zero and 10%, depending on the gold price in effect during that period. We also make an annual payment to the Cree Nation under the terms of the confidential Opinagow Collaboration Agreement dated February 21, 2011 between Goldcorp, the Cree Nation of Wemindji, the Grand Council of the Crees (Eeyou Istchee) and the Cree Nation Government.

The Éléonore Mine currently holds all required permits to operate including environmental permits.

History

The first recorded exploration in the Éléonore Mine area was by Noranda Inc. (“ Noranda ”), in 1964. Noranda identified a copper showing located within the Ell Lake diorite intrusion. In 2001, Osisko Mining

 

- 36 -


Corporation (formerly Virginia Mines Inc.) (“ Osisko ”) completed regional reconnaissance grab and channel sampling around Noranda’s Ell Lake copper showing; this work identified a number of new showings. A series of mineralized corridors consisting of stockworked gold and chalcopyrite-bearing quartz veinlets were outlined within dioritic to tonalitic intrusions. In addition, a number of mineralized and partially-rounded erratic blocks, located about 300 metres from the mineralized corridors, returned significantly elevated copper, gold, and silver values.

From June to August 2004, additional trenching was performed on the Roberto Zone. Osisko commenced core drilling in September 2005 and by November 2005 a total of 247 core holes had been drilled. Drilling completed by Osisko successfully extended the mineralization found at surface to a depth of 800 metres below surface. It also extended the mineralization beyond the Roberto Peninsula into the James Bay area and on the north shore of Ell Lake as well as to the south.

We reached an agreement to acquire the Éléonore Mine with Osisko in November 2005. We took control of the Éléonore Mine on March 31, 2006. Since the acquisition, we have performed till sampling, lake-bottom sediment sampling, surface mapping and trenching, additional core drilling, geological modelling and Mineral Resource estimation.

Geological Setting, Mineralization and Deposit Types

The Roberto deposit is located in Archaean rocks of the Superior Province of Canada in the transition zone between the Opinaca Subprovince and the La Grande Subprovince. The contact between the two subprovinces is not well known and generally corresponds to regional-scale deformation zones and a sharp change in the metamorphic gradient. In some areas, the contact is masked by late intrusions of one or the other subprovince.

The Opinaca Subprovince basin is a sedimentary basin dominated by migmatized paragneisses and diatexites from the Laguiche Complex and intruded by syn to post-tectonic tonalite, granodiorite, granite and pegmatite intrusions from the Janin and Boyd instrusive suites. The metamorphic grade increases from amphibolites facies near the margins to granulite facies toward the center of the basin. The paragneisses are strongly metamorphosed and folded rocks that retained few of their original structures.

The “S-shaped” La Grande Subprovince surrounds the Opinaca Subprovince on its west and north sides, spanning a distance of 450 kilometres in the east-west direction and of 250 kilometres in the north-south direction. The La Grande Subprovince is an assemblage of volcano-plutonic rocks composed of 85% intrusive rocks and 15% volcano-sedimentary units, the latest forming the volcano-sedimentary units of the La Grande River and Eastmain River green belts. These assemblages overlay an older tonalitic basement. Metamorphic grade increases from the greenschist facies to the amphibolites facies toward the contact with the Opinaca Subprovince. The Éléonore Mine is overlain by rocks of the Eastmain Group of the La Grande Subprovince. At its base, the Eastmain Group consists of the Bernou Formation and the Kasak Formation, which are composed of basalts and intermediate to felsic tuff.

Regional faults are mainly present in the La Grande Subprovince and are oriented north–south, east–west, and northwest–southeast. In outcrop, the faults can be recognized by either a strong tectonic banding or by the presence of intense shear zones with mylonitization. In the Opinaca Subprovince, faults and shear zones are mainly located along fold limbs.

The Éléonore Mine straddles the contact between the Opinaca and La Grande Subprovinces. The contact is located in the northeast corner of the property along a north-westerly trend that is defined by a strong shear zone, a change in the magnetic grain, and an increase in the metamorphic gradient. The Éléonore Mine is hosted in Achaean-age rocks of a volcano-sedimentary greenstone belt developed near the contact between the Opinaca and La Grande Subprovinces of the Superior Province. Rock units from the Opinaca Subprovince occur in the north-eastern corner of the Éléonore Mine area. Lithologies are dominated by granite, granodiorites and heterogeneous assemblages of pegmatites, tonalites and granites from the Janin Intrusive Suite intermixed with partially migmatized paragneiss from the Laguiche Complex. The structural grain is oriented in a north-westerly direction evolving to an east–west grain toward the east part of the Éléonore Mine area.

 

- 37 -


Rock units belonging to the La Grande Subprovince comprise most of the Project area west of the contact and host the Roberto deposit. The Roberto deposit is hosted in polydeformed greywacke units in contact with aluminosilicate-bearing greywacke and thin conglomerate units. The 1.9 kilometres long crescent shape of the deposit is the result of F2 folding. To date, mineralization has been intersected to a vertical depth of 1,400 metres. Gold-bearing zones are generally 5–6 metres in true thicknesses, varying from 2 metres to more than 20 metres locally. All zones are remaining open at depth.

Information from production drilling and underground mapping has shown that folding in the southern area edge of the main shoot is tighter than previously interpreted.

The numerous subparallel mineralized zones are characterized by gold-bearing quartz–dravite–arsenopyrite veinlets, contained within quartz–microcline–biotite–dravite–arsenopyrite–pyrrhotite auriferous replacement zones. Sulphide concentrations within the auriferous zones vary from 2% to 5%, with the main sulphides being arsenopyrite, pyrrhotite and pyrite. Relationships between the nearby diorite and pegmatite intrusions and the gold mineralization event are still unknown.

The knowledge of the deposit setting and lithologies, and of the mineralization style and its structural and alteration controls, is sufficient to support Mineral Resource and Mineral Reserve estimation. Mineralization style and setting of the Project deposit is sufficiently well understood to support Mineral Resource and Mineral Reserve estimation.

Exploration

Exploration in support of mine development has included prospecting, gridding, mapping, ground induced polarization and magnetic surveys, a Hummingbird electromagnetic survey, grab and rock chip sampling, soil sampling, trench and channel sampling, core drilling, metallurgical test work, Mineral Resource and Mineral Reserve estimates, baseline environmental, geotechnical and hydrological studies, and technical studies. The exploration programs completed to date are appropriate to the style of the deposits and prospects within the Éléonore Mine. The exploration and research work support the interpretations of genesis and mineralization, and the data obtained to date with exploration is reliable. There is considerable remaining exploration potential in the vicinity of the current mining operations and the region.

The main focus of the exploration activities has been to advance the Roberto deposit to a development decision, and therefore the greater Éléonore Mine operations area outside the area now incorporated in the mining licence has not been subject to significant exploration work in the last seven years. However, high-quality exploration targets exist, both near the Roberto deposit and on other parts of the concession, and this warrants further investigation.

Drilling

As at June 30, 2017, a total of 1,049,496 metres has been drilled in 5,577 core holes on the property since 2004. Of these, a total of 351 holes (105,635 metres) were completed by Osisko and 5,226 holes (943,861 metres) by Goldcorp.

The central portion of the deposit, from surface to a depth of 1,200 metres, is supported by a drilling at 12.5 and 25 metre spacing. In the fringe of the defined mineralized zones of the deposit from 1,200 to 1,300 metres below surface, the drilling at 50 and 100 metre spacing. Below a depth of 1,300 metres, mineralized zones are sparsely drilled at 200 and 500 metre spacing. Only a few drill holes have been drilled below 1,200 metres. The deeper boreholes intersected the mineralized horizons at a depth of approximately 1,580 metres below surface. For definition drilling, drill hole spacing is generally 12.5 metres by 12.5 metres inside the existing 25 metre drill spacing, as permitted by the mine development schedule. In 2017, infill drilling at a 25 metre by 25 metre drill spacing was completed in Horizon 5 and

 

- 38 -


Horizon 6, in the central portion (Main Ore Shoot and South Ore Shoot). Definition drilling at 12.5 metre by 12.5 metre spacing commenced late in 2017 in Horizon 5 with the opening of the 950 and 980 haulage drift and is ongoing.

Standardized logging forms and geological legends were developed for the project. Geotechnical logs were completed in sequence prior to geological logging. Geological logging used standard procedures and collected information on mineralization, lithological breaks, alteration boundaries, and major structures. All drill core is photographed. Core recovery is acceptable for all drill programs.

Upon completion of a hole, surface drill hole collars were surveyed using a differential GPS instrument by a registered surveyor. Underground drill holes are surveyed using a Leica TS15 robotized station.

Downhole surveys were carried out by the drill contractor for dip and deviation using a Reflex instrument. Drill data are typically verified prior to Mineral Resource and Mineral Reserve estimation by running a software program check.

Sample intervals were determined by the geological relationships observed in the core and vary between 0.3 metres and 1.25 metres. An attempt was made to terminate sample intervals at lithological and mineralization boundaries.

Specific gravity data were collected by our workforce. The specific gravity database contains 11,923 specific gravity results that were determined on core samples. A specific gravity of 2.77 was used for all veins. The specific gravity database is currently sufficient to provide a reliable assessment of the variability of the specific gravity across the deposit and across the various rock types.

The quantity and quality of the lithological, geotechnical, collar, and down-hole survey data collected during the exploration and infill drill programs are sufficient to support Mineral Resource and Mineral Reserve estimation.

Sampling, Analysis and Data Verification

Exploration and infill core samples were analyzed by independent laboratories using industry-standard methods for gold analysis. A number of different laboratories have been used. Since April 2014, exploration and infill sample preparation and assay are performed by Accurassay Laboratories Inc. in Rouyn-Noranda, Québec, which is accredited for ISO 17025 and independent of us. Our in-house laboratory started operation in February 2014 and begin to process muck, chips and definition drilling samples at a rate of 180 samples per day. Overflow and other production samples were sent to ALS Laboratories (“ ALS ”). Between January 2007 and April 2014, ALS in Val-d’Or, Quebec was the primary laboratory, and holds ISO 17025 and 9001/2008 certifications and independent of us.

Metallurgical testwork has been done at a number of laboratories, but was primarily performed by SGS Laboratories. Sample preparation for samples that support Mineral Resource and Mineral Reserve estimation has followed a similar procedure for all Osisko and Goldcorp drill programs. The preparation procedure is in line with industry-standard methods for a clastic sediment-hosted stockwork-disseminated gold deposit in an orogenic setting.

ALS sample preparation comprised drying and crushing to 70 to 90% passing 2 millimetres and pulverizing to 85% passing 75 micrometres. Gold assays were performed by standard fire assay with an atomic absorption spectroscopy finish. For assay results equal or above 3.0 g/t gold, samples are re-assayed with a gravimetric finish. ALS Chemex reports an upper limit of 10 g/t gold and a detection limit of 0.01 g/t gold for atomic absorption spectroscopy analyses. No other elements were routinely requested for assay.

Sample preparation at the internal laboratory consists of crushing to 75% <10 mesh and pulverising to 85% passing 200 mesh. Gold assays are performed by using a 30 gram fire assay with a microwave plasma–atomic emission spectrometry finish. For assay results above 34.0 g/t gold, samples are re-assayed with a gravimetric finish. The internal laboratory reports an upper limit of 34 g/t gold and a detection limit of 0.001 g/t gold for microwave plasma–atomic emission spectrometry analyses.

 

- 39 -


Accurassay sample preparation procedure consisted of drying and crushing to 85% <10 mesh, followed by pulverizing to 85% passing <200 mesh. Gold assays are performed by standard fire assay with an atomic absorption spectroscopy finish. Accurassay reports an upper limit of 10 g/t gold and a detection limit of 0.01 g/t for atomic absorption spectroscopy analyses. No other elements are routinely assayed.

The collected sample data adequately reflect deposit dimensions, true widths of mineralization, and the style of the deposits.

Osisko and Goldcorp maintained a QA/QC program for the project. This comprised the submission of analytical SRMs, duplicates and blanks. QA/QC submission rates meet industry-accepted standards of insertion rates. No material sample biases were identified by the QA/QC programs.

The results of the QA/QC programs did not indicate any problems with the analytical programs. Accordingly, we have concluded that the drill core gold analyses are acceptably accurate and precise to support Mineral Resource and Mineral Reserve estimation.

Sample security has relied upon the fact that the samples were always attended or locked in the logging facility. Chain-of-custody procedures consisted of filling out sample submittal forms that were sent to the laboratory with sample shipments to make certain that all samples were received by the laboratory. Current sample storage procedures and storage areas are consistent with industry standards.

The quality of the gold analytical data is sufficiently reliable to support Mineral Resource and Mineral Reserve estimation and that sample preparation, analysis, and security are generally performed in accordance with exploration best practices and industry standards.

Mineral Processing and Metallurgical Testing

Extensive metallurgical studies were carried out on samples taken from the various Éléonore Mine ore zones. Most of the metallurgical test work was completed during 2006–2010 as part of engineering studies. Additional paste backfill testing was performed in 2013.

Assumed LOM gold recovery assumptions are based on appropriate test work, and should average approximately 93% over the LOM.

 

- 40 -


Mineral Reserve and Mineral Resource Estimates

The following table sets forth the gold Mineral Reserve estimation for the Éléonore Mine effective June 30, 2017:

Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)(6)

 

Category  

Tonnes

             (millions)              

 

Grade

             (grams per tonne)              

 

Contained Metal

     (millions of ounces)     

Proven

  2.73   6.94   0.61

Probable

  16.88   5.87   3.19

Proven + Probable

  19.61   6.02   3.80

 

(1)

The Mineral Reserves for the Éléonore Mine set out in the table above have been reviewed and approved by Ivan Mullany, FAusIMM, Senior Vice President, Technical Services at Goldcorp, and a qualified person under NI 43-101. The Mineral Reserves are classified as Proven and Probable, and are based on the CIM Definition Standards. Proven Mineral Reserves include stockpile material.

(2)

Based on a gold price of $1,200 per ounce, an economic function that includes variable operating costs and metallurgical recovery of 93%, and a US$ exchange rate of C$1.30.

(3)

Global cut-off grade of 3.86 g/t. Total average US$ operating costs are $110.72 per tonne (mining: $55.72 per tonne; processing: $30.11 per tonne; G&A: $24.89 per tonne).

(4)

An overall dilution of 15% is applied to the stopes using zero grade outside stope shapes.

(5)

Mineral Reserves take into account a 95% mining recovery.

(6)

Numbers may not add up due to rounding.

Factors that can affect the Mineral Reserve estimates are: geological complexity causing under estimation of dilution; low recovery at the mill because of a possible change in the hardness of the rock or mineralogical characteristics; more water infiltration from the surface or underground than expected; in situ stress in the rock; rock burst; deviations in drill holes necessary to support production may cause more dilution; paste backfill strength; stope dilution and recovery factors, which are adjusted annually based on accumulated mining experience; stope stability is also an important factor with some stopes of a range of span and thickness; and changes in commodity price and exchange rate assumptions.

The following table sets forth the gold Mineral Resource estimation for the Éléonore Mine effective June 30, 2017:

 

Measured and Indicated Mineral Resources (1)(2)(3)(4)(5)(6)(7)

(excluding Proven and Probable Mineral Reserves)

 

Category  

Tonnes

             (millions)              

 

Grade

                         (g/t)                         

 

Contained Metal

     (millions of ounces)     

Measured

  3.67   7.65   0.90

Indicated

  3.48   3.87   0.43

Measured + Indicated

  7.16   5.81   1.34

Inferred

  8.45   7.31   1.99

 

(1)

The Mineral Resources for the Éléonore Mine set out in the table above have been reviewed and approved by Ivan Mullany, FAusIMM, Senior Vice President, Technical Services at Goldcorp, and a qualified person under NI 43-101. The Mineral Resources are classified as Measured, Indicated and Inferred, and are based on the CIM Definition Standards.

(2)

All Mineral Resources are reported exclusive of those Mineral Resources that were converted to Mineral Reserves. Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated economic viability.

(3)

A minimum true thickness of 2.5 metres was applied for all Mineral Resource estimates, using the grade of the adjacent material when assayed or a value of zero when not assayed.

(4)

A top cut varying from 20 g/t and 100 g/t (6.5 g/t for the dilution envelope) was applied to assay grades prior to compositing grades for interpolation into model blocks using Ordinary Kriging, and was based on 2 metre composites within a block model made of 5 metre long x 5 metre wide x 5 metre high blocks. Average specific gravity is 2.77 grams per cubic metre.

(5)

Mineral Resources are reported using a 2.88 g/t gold cut-off grade, which is based on assumptions of a $1,400 per ounce gold price, long-hole stoping underground mining methods, a US$ exchange rate of C$1.30, a life-of-mine metallurgical recovery of 93%, and a total mining cost of $110.72 per tonne (comprising the following cost: mining: $55.72 per tonne; processing: $30.11 per tonne; G&A: $24.89 per tonne).

(6)

Numbers may not add up due to rounding.

Diamond drilling is underway on the Éléonore Mine to convert the actual and growing Inferred Mineral Resources to Indicated Mineral Resources and if the program is proved successful and grade consistent with actual resource, it is possible that this work could increase the Mineral Reserves.

 

- 41 -


Key areas of uncertainty that may materially impact the Mineral Resource estimate include: geological complexity including folding and faulting of vein material between drill hole intercepts; commodity price assumptions; metal recovery assumptions; hydrological constraints; and rock mechanics (geotechnical) constraints.

Mining Operations

Open stope mining (down-hole drilling) and longitudinal retreat with consolidated backfill (paste backfill mixed with crushed waste rock) is utilized. A transverse open stope approach is used where the mineralized lenses are wider than seven metres.

For mine scheduling purposes, the vertical extent of the orebody is subdivided into two parts: the upper part of the orebody located between 65 metres and 650 metres below surface (Upper Mine), and the lower part of the orebody located between 650 metres and 1,190 metres below surface (Lower Mine). Dividing the orebody into two parts has accelerated the production start-up.

Mining started from the 440 metre level and the 650 metre level. Production will be at the nominal rate of 5,000 tonnes per day with four mining horizons starting on the 230 metre level, 440 metre level, 650 metre level and 800 metre level. At this stage, it is expected that all the ore and waste of horizon 1 (65 metre level to 230 metre level) will be trucked to the surface; the ore and waste of horizons 2, 3 and 4 (230 metre level to 800 metre level) is hoisted up the production shaft.

Studies to increase and sustain the production rate will be conducted as more drilling information becomes available. Based on the current Mineral Reserves, the planned operation has a 10-year mine life. The mine plan is under evaluation for including the mining of the zone above 55 metres below surface (crown pillar recovery project), however economics do not currently support including this into Mineral Reserves.

The ramp is currently used as the air exhaust and will continue to do so when completed. The main ventilation raise is the Gaumond shaft. From the shaft, the air is distributed into two internal ventilation raises, one located in the North Zone and one in the South Zone, each of which will bring fresh air to work places. A ventilation-on-demand system is operational to direct ventilation to areas with human and vehicular activities.

The permanent pumping system is designed to be upgradable depending of the total water infiltration in the mine and also the mine plan. The system is designed to pump dirty water to the stations above and finally reach the surface. It consists of two main pumping stations (on the 400 metre level and 650 metre level).

Stope widths vary between 2.5 metres and 20 metres. Stopes have a maximum length of 25 metres, with a typical height of 30 metres between levels. Ground support consists of various combinations of rebar bolts, friction bolts, cables, screen and shotcrete depending on the rock quality and particular requirements of each heading.

Stopes are backfilled with paste fill. Unconsolidated backfill is used wherever is possible in order to avoid hoisting waste rock to the surface. The current paste backfill mixture consists of 70% mill tailings, 25% fine sulphide concentrate, and between 4% to 7% binder. The sulphide tailing concentration can be up to 25% without having effect on the paste strength. Crushed waste is typically added to the fill, so the percentage of the mill tailings decreases.

A fully-mechanized mining equipment fleet is used. Equipment includes scoop trams, dump trucks, mine service and personnel vehicles, jumbo drills, bolting platforms, scissor lifts, land cruiser and forklifts.

There is potential to extend the mine life and potentially sustain the sustained throughput rate if some or all of the Inferred Mineral Resources identified within the life-of-mine production plan can be upgraded to higher confidence Mineral Resource categories, and eventually converted to Mineral Reserves.

 

- 42 -


Mineralization remains open at depth, with the deepest drill hole encountering mineralization at 1,400 metre depth; the current mine plan extends to 1,190 metre depth.

As part of day-to-day operations, we continue to undertake reviews of the mine plan and consideration of alternatives to and variations within the plan. Alternative scenarios and reviews may be based on ongoing or future mining considerations, evaluation of different potential input factors and assumptions, and corporate directives. See “Risk Factors – Recently opened mines may never reach full production, which would have an adverse effect on our cash flows and results of operations”.

Processing and Recovery Operations

The mill is designed to operate at 7,000 tonnes per day (2.55 million tonnes per year) for 365 days per year. The comminution circuit consists of three stages of crushing followed by a single stage of ball mill grinding. The primary crusher (jaw crusher), the secondary crusher (standard cone crusher) and the tertiary crushers are located at surface. Two short head cone crushers are needed to handle 7,000 tonnes per day throughput. The fine-crushed ore is ground using a single-stage ball mill connected in a closed circuit with cyclones.

A portion of the cyclones underflow is being directed to a gravity concentration circuit consisting of a Knelson concentrator and an Acacia Reactor to recover liberated native gold.

Cyclone overflow (grinding circuit product) is directed to the flotation cells to separate the sulphides into a low-mass sulphur concentrate. A thickener controls the density of the flotation tail slurry. Flotation tails are leached with cyanide for 36 hours while going through five leach tanks. Flotation concentrate is thickened and reground so that 80% (P80) is smaller than 20 micrometres using a fine grinding mill; then it is pre-aerated with oxygen for 20 hours prior to being leached with cyanide for 30 hours in three additional leach tanks. The gold in solution is recovered in carousel CIP circuits (one for each leach circuit).

The carbon from each CIP circuit is stripped as required in a Zadra process, and the gold recovered from that final stage of the mineral processing circuit is poured into gold bars at regular intervals. The carbon is regenerated and returned to the CIP circuits for reuse.

The tails from each leaching circuit are detoxified in a conventional cyanide destruction circuit (SO2/Air), and then filtered. Finally, tailings can be added to the paste backfill. Non-sulphides tailings are stored in a covered shed before being transported by hauling truck to the tailings management facility.

The tailings facilities are completely lined, and are designed so that all water touching the tailings is collected and treated. The exposed surface of the tailings is kept to a minimum, made possible by the choice of filtered tailings that allows for progressive reclamation. The tailings design envisages a storage capacity of 26 million tonnes.

Infrastructure, Permitting and Compliance Activities

The James Bay region is surrounded by extensive hydroelectric facilities and associated infrastructure, the closest of which are the Sarcelle hydroelectric facility located 40 kilometres due west of the Éléonore Mine on the Opinaca Reservoir and the Eastmain Dam located 70 kilometres to the south. A 120 kilovolt overhead incoming transmission line with two 120/25 kilovolt 40/53/66.6 MVA oil step-down transformers supports the mining operation.

For the Éléonore Mine operations, the major issues identified include the potential impacts on the environment, the proper management of tailings and waste water, access (roads, airports), social acceptability and management of the post-reclamation site. We are of the opinion that these issues have been addressed and mitigated through a combination of baseline data collection, appropriate engineering and project design studies, and public consultation. The Éléonore Mine operations currently holds all permits required to operate, including environmental permits.

 

- 43 -


The Éléonore Mine operations are located on traditional family territories of the Cree Nation of Wemindji, and within the Municipality of Eeyou–Isthee–James Bay. The Opinagow Collaboration Agreement was signed in February 2011.

Capital and Operating Costs

Capital and operating cost estimates were prepared by our workforce. Capital cost estimates are based on a combination of the latest mine construction data and budgetary numbers/quotes provided by suppliers, and experience with similar-sized operations. The total life-of-mine capital estimate is $462 million, comprising $411 million of sustaining capital and $51 million of expansionary capital.

 

    Area   

Life-of-Mine

($ million)

        
 

 

Sustaining

  

 

$411

   
 

Expansionary

 

  

$51

 

 

 

Total

 

  

$462

 

Operating cost estimates are based on the 2017 LOM budget, which includes estimates from first principles for major items and allowances or estimates for minor costs. An average overall unit cost of $110.72 per tonne was estimated, comprising $30.11 per tonne for processing, including backfill and tailings treatment and transportation, $55.72 per tonne for mining, and $24.89 per tonne for G&A. Exploration expenditures are not included in the operating costs.

 

    Area   

Life-of-Mine

($ per tonne)

        
 

 

Process Plant

  

 

$30.11

   
  Mining Operations    $55.72
 

 

G&A

 

  

$24.89

 

 

Total

 

  

$110.72

 

Exploration, Development and Production

Two shafts exist at Éléonore. The production shaft is the primary ore and waste handling system, with a nominal 8,500 tonnes per day hoisting capacity (17 hours per day). The production shaft has been in operation since 2016. The original hoisting installations in the Gaumond exploration shaft have been decommissioned in 2017.

The current plant is designed for an average throughput of 5,278 tonnes per day in 2017 with a ramp-up period continuing to reach full production capacity, which is commensurate with the current Mineral Reserves.

Exploration drilling in 2018 will primarily target structures in the lower mine of the ore body to convert Mineral Resources to Mineral Reserves.

At the Éléonore Mine, our gold production guidance for 2018 is 360,000 ounces (+/- 5%). See “Risk Factors – Our financial projections rely on estimates of future production and estimates of future production may vary, which could have a negative impact on our future cash flows, business, results of operations and financial condition” and “Risk Factors – Recently opened mines may never reach full production, which would have an adverse effect on our cash flows and results of operations”.

 

- 44 -


Peñasquito Mine, Mexico

The Peñasquito Mine, wholly-owned by Goldcorp, is an open pit mining operation located in north-central Mexico with two separate process facilities, an oxide ore facility and a plant to process sulfide ore. The scientific and technical information included in the following section has been derived, in part, from the technical report entitled Peñasquito Polymetallic Operations, Zacatecas State, Mexico, NI 43-101 Technical Report (the “ Peñasquito Report ”) dated effective December 31, 2015 prepared by Daniel Redmond, P.Geo., Dr. Sally Goodman, P.Geo., Dr. Guillermo Pareja, P.Geo., and Andre De Ruijter, P.Eng., each of whom is a qualified person under NI 43-101.

Property Description, Location and Access

The Peñasquito Mine is wholly-owned by our subsidiary, Minera Peñasquito. Peñasquito is situated in the western half of the Concepción Del Oro district in the northeast corner of Zacatecas State, Mexico, approximately 200 kilometres northeast of the city of Zacatecas. The mine site is accessed via a turnoff from Highway 54 approximately 25 kilometres south of Concepción Del Oro. There is an airport on site.

The Peñasquito Mine is comprised of 19 mining concessions (45,753 hectares), held in the name of Minera Peñasquito. Concessions were granted for durations of 50 years and a second 50-year term can be granted if the applicant has abided by all appropriate regulations and makes the application within five years prior to the expiration date. Obligations which arise from the mining concessions include performance of assessment work, payment of mining taxes and compliance with environmental laws. Duty payments for the concessions have been made as required. Minimum expenditures, pursuant to Mexican regulations, may be substituted for sales of minerals from the mine for an equivalent amount. We hold additional tenure in the greater Peñasquito Mine area (within about 200 to 300 kilometres of the Peñasquito Mine infrastructure), which is under application, is granted, or is part of joint ventures with third parties.

Mining concessions give the holder the right to mine within the concession boundary, sell the mining product, dispose of waste material generated by mining activities within the lease boundary, and have access easements. Surface rights near the Chile Colorado and Peñasco open pits are held by four ejidos, as well as certain private owners. We have signed current land use agreements with all the ejidos and the relevant private owners. Under current agreements with the ejidos, payments are made to the ejidos on an annual basis, in addition to certain upfront payments that have already been made.

A 2% net smelter return royalty is payable to Royal Gold, Inc. on production from both the Peñasco and Chile Colorado pits which constitute the Peñasquito Mine. Effective January 1, 2014, the Mexican Government passed a mining royalty that consists of a 7.5% mining royalty imposed on earnings before interest, tax, depreciation and amortization (EBITDA). There is also an additional 0.5% royalty on precious metals revenue (applicable to precious metals mining companies) effective January 1, 2014. In 2007, Wheaton Precious Metals Corp. (then Silver Wheaton Corp. (“ Wheaton Precious Metals ”) acquired 25% of the silver produced by the Peñasquito Mine over the LOM for an upfront cash payment of $485 million and a per ounce cash payment of the lesser of $3.90 and the prevailing market price (subject to an inflationary adjustment commencing in 2011), for silver delivered under the contract.

Environmental liabilities are limited to those that would be expected to be associated with a polymetallic mine, where production occurs from open pit sources, and where disturbance includes mining operations, roads, site infrastructure, heap leach, and waste and tailings disposal facilities. A closure and reclamation plan has been prepared for the mine site. We hold the appropriate permits under local, state and federal laws required for mining operations.

 

- 45 -


History

The earliest recorded work in the Peñasquito Mine consists of excavation of a shallow shaft and completion of two drill holes in the 1950s. Kennecott Canada Explorations Inc. through its Mexican subsidiary, Minera Kennecott S.A. de C.V. (“ Kennecott ”), acquired initial title to the Peñasquito Mine and commenced exploration in 1994. Regional geochemical and geophysical surveys were undertaken in the period 1994 to 1997. This work led to the early discovery of two large mineralized diatreme breccia bodies, the Outcrop (Peñasco) and Azul Breccias.

In 1998, Western Copper Holdings Ltd. (“ Western Copper ”) acquired a 100% interest in the Peñasquito Mine from Kennecott. Exploration efforts were focused on the Chile Colorado zone and the Azul Breccia pipe targets. Western Copper optioned the property to Minera Hochschild S.A. (“ Hochschild ”) in 2000. Hochschild completed core drilling into the Chile Colorado anomaly, but subsequently returned the property to Western Copper. From 2002 to 2009, Western Copper completed additional core and reverse circulation drill holes and undertook a scoping-level study, a pre-feasibility study, and a feasibility study in 2003, 2004, and 2005 respectively. The feasibility study was updated in 2006. Under the assumptions in the studies, the Peñasquito Mine returned positive economics. In 2003, Western Copper underwent a name change to Western Silver Corporation (“ Western Silver ”). Glamis acquired Western Silver in May 2006, and we subsequently acquired the combined company in November 2006.

During 2005, a drill rig was used to perform geotechnical field investigations to support the design of the heap leach facility, waste rock piles, tailings impoundment and process plant. Standard penetration tests were performed. Construction in the Peñasquito Mine commenced in 2007. In October 2009, the first lead and zinc concentrates were produced and concentrate shipment to smelters commenced with first sales recorded in November 2009.

Geological Setting, Mineralization and Deposit Types

Deposits currently mined within the Peñasquito Mine operations are considered to be examples of breccia pipe deposits developed as a result of intrusion-related hydrothermal activity.

The regional geology of the operations area is dominated by Mesozoic sedimentary rocks, which are intruded by Tertiary stocks of intermediate composition (granodiorite and quartz monzonite), and overlain by Tertiary terrestrial sediments and Quaternary alluvium. The Mesozoic sedimentary rocks comprise a >2.5 kilometres thick series of marine sediments deposited during the Jurassic and Cretaceous Periods with a 2,000 metre thick sequence of carbonaceous and calcareous turbiditic siltstones and interbedded sandstones underlain by a 1,500 metre to 2,000 metre thick limestone sequence.

Large granodiorite stocks are interpreted to underlie large portions of the mineralized areas within the Concepción Del Oro District, including Peñasquito. Slightly younger quartz–feldspar porphyries, quartz monzonite porphyries, and other feldspar-phyric intrusions occurring as dikes, sills, and stocks cut the sedimentary units. The intrusions are interpreted to have been emplaced from the late Eocene to mid-Oligocene.

The two diatreme pipes, Peñasco and Brecha Azul, are the principal hosts for gold–silver–zinc–lead mineralization at Peñasquito. The pipes flare upward, and are filled with breccia clasts in a milled matrix of similar lithological composition. The larger diatreme, Peñasco, has a diameter of 900 metres by 800 metres immediately beneath surface alluvial cover. The second, and smaller, diatreme, Brecha Azul, is about 500 metres in diameter immediately below alluvium. The diatremes are surrounded by coalesced halos of lower grade, disseminated sphalerite, galena, and sulphosalts containing silver and gold.

Both of the breccia pipes lie within a hydrothermal alteration shell consisting of a central sericite–pyrite–quartz (phyllic) alteration assemblage, surrounding sericite–pyrite–quartz–calcite assemblage, and peripheral calcite–pyrite alteration halo.

 

- 46 -


Manto-style sulphide replacements of carbonate strata have been discovered beneath the clastic-hosted disseminated sulphide zones, and adjacent to the diatreme pipes. The mantos consist of semi-massive to massive sulphide replacements of sub-horizontal limestone beds, as well as cross-cutting chimney-style, steeply dipping, fracture and breccias zones filled with high concentrations of sulphides.

Garnet skarn-hosted polymetallic mineralization has been identified at depth between the Peñasco and Brecha Azul diatremes. The skarn has horizontal dimensions of approximately 1,000 metres by 1,200 metres and is open at depth.

Exploration

Work undertaken included reconnaissance geological inspections, regional-scale geochemical and geophysical surveys (including gravity, controlled source audio frequency magnetollurics, reconnaissance induced polarization, scaler induced polarization, airborne radiometrics, magnetics and ground magnetics), rotary air blast, reverse circulation and core drilling.

The exploration programs completed to date are appropriate to the style of the deposits and prospects within the Peñasquito Mine and support the genetic and geological interpretations.

Drilling

Drilling completed on the Peñasquito Mine area for the period 1994 to 2017 comprised 1,764 drill holes (848,152 metres). Drilling has focused on the exploration and delineation of three principal areas: the Chile Colorado Zone, the Brecha Azul Zone and the Peñasco Zone.

In 2017, in-fill drilling at Peñasquito included 77 holes (18,812 metres).

Drill hole spacing is generally on 50 metre sections in the main deposits with tighter spacing for infill drilling in the Peñasco pit, spreading out to 400 metre spaced sections in the condemnation zones. Drill spacing is wider again in the areas outside the conceptual pit outlines used to constrain Mineral Resources. Drilling covers an area approximately 11 kilometres east–west by 7 kilometres north–south with the majority of drill holes concentrated in an area 2.1 kilometres east–west by 2.8 kilometres north–south.

Drill logs record deposit-specific information, including lithologies, breccia type, fracture frequency and orientation, oxidation, sulphide mineralization type and intensity, and alteration type and intensity. From mid-2013, logs have been recorded electronically and are uploaded directly to the project database.

Drill traces were down-hole surveyed using a single shot, through the bit, survey instrument. All drill holes have been down-hole surveyed except 51 Western Silver reverse circulation drill holes and 11 of the 71 Kennecott drill holes. Use of a gyroscopic survey instrument began in 2012 when Silver State Survey was contracted. In the first 800 metres of any drill hole, Silver State Survey takes a measurement at 50 metre intervals and at the end of the drill hole.

The quantity and quality of the lithological, geotechnical, collar, and down-hole survey data collected during our exploration and infill drill programs are sufficient to support Mineral Resource and Mineral Reserve estimation.

Geotechnical Drilling

Geotechnical drilling in support of infrastructure locations were completed as follows:

 

 

Major Drilling Co. (2004): eight core holes completed in the area of the planned Chile Colorado pit and three core holes in the planned Peñasco pit area for a total 11 core holes (4,126 metres). Core holes were oriented at an angle of 60º to the horizontal and were sited to intersect the

 

- 47 -


 

November 2005 design basis pit wall one-third of the ultimate wall height above the base of the final pit level. Core orientation was accomplished using two independent methods: clay impression and a mechanical down-hole system referred to as Corientor™. Field point load tests were completed for each core run to estimate the unconfined compressive strength of the intact rock;

 

 

Estudios Especializados de Mecánica de Suelos, S.A. de C.V. (2005): geotechnical field investigations to support the design of the heap leach facility, waste rock piles, tailings impoundment and process plant. Standard penetration tests were performed;

 

 

Adviser Drilling, S.A. de C.V. (2010): oriented core program with seven holes (3,014.17 metres) completed to provide information on the bedding orientations within the area planned for the Chile Colorado pit and identify structures that could affect the bench stability; and

 

 

Boart Longyear Drilling Services-Mexico and BDW (2013): seven hole program (1,856.25 metres), which focused on obtaining information on the bedding orientations in the north of the Peñasco pit. The drill holes were sited to provide geotechnical information for pit phase designs and for support of potential modification of pit wall slope angles in selected pit sectors. A total of 68 laboratory triaxial tests of intact rocks were performed and 52 direct shear tests to estimate the unconfined strength of the intact rock. The rock quality designation model was updated with the recent drill information, and a total of 1,211 holes were used. A total of 1,348 holes and 13 geomechanical cells were used to construct a model of bedding orientation in the Caracol Formation

Metallurgical Drilling

Metallurgical drilling was first performed in 2003–2006, with 12 holes (3,853 metres) completed. Holes averaged 310 metres in depth. An additional 29 core holes were drilled in 2006 to 2012 (15,537 metres), which were typically 550 metres long. During 2013, 18 holes (9,156 metres) were completed, averaging 510 metres in length.

Geological and Geotechnical Logging

Logging of reverse circulation drill cuttings and core utilized standard logging procedures. Initial logging utilized paper forms, with data hand-entered into a database from the form. Logs recorded lithologies, breccia type, fracture frequency and orientation, oxidation, sulphide mineralization type and intensity, and alteration type and intensity.

In July 2013, digital logging was implemented. Data are logged directly into acQuire using custom forms. Logs are stored on the mine server in an exploration database. Information now recorded includes lithology, alteration, minerals, structural features, oxidation description, and vein types.

Core was photographed; core photographs are retained on the mine data server. Video was recorded from drill collar to toe; these digital files are stored on hard discs.

Geotechnical logging for pit design purposes was typically completed at three metre intervals, and recorded on CDs. For site location purposes, geotechnical logging included sample descriptions, sample numbers and visual classifications based on the united soil classification system. From 2010 onwards, all geotechnical logging has been stored in an acQuire database.

 

- 48 -


Collar Surveys

All drill hole collars are identified with a concrete monument, allowing all drill holes to be identified at a later date. The monument is placed directly over the collar on completion of each drill hole.

Prior to 2001, drill holes were located using chain-and-compass methods. From 2002 onwards, collar surveys have been performed by a qualified surveyor. Since preparation for mining operations commenced in 2007, all surveys have been performed using differential GPS instruments. The mine currently uses Trimble R-6 GPS instruments.

Deposit Drilling

Drilling is normally perpendicular to the strike of the mineralization. Depending on the dip of the drill hole, and the dip of the mineralization, drill intercept widths are typically greater than true widths.

Sampling, Analysis and Data Verification

Independent sample preparation and analytical laboratories used during the exploration, development and operational core drill programs on the project include ALS Chemex, and Bondar Clegg (absorbed into ALS Chemex in 2001). The umpire (check) laboratories are Acme Laboratories in Vancouver, and SGS Mexico. Laboratories are certified and independent of Goldcorp. The run-of-mine samples are assayed in an on-site mine laboratory that is not accredited. Sample collection and handling of core was done in accordance with industry standard practices, with procedures to limit sample losses and sampling biases. Core recovery for the Peñasquito drilling programs averaged 97%. Reverse circulation drill cuttings were sampled at intervals of 2 metres. The standard core sample interval is 2 metres. Some samples are limited to geological boundaries and are less than 2 metres in length.

The sampling has been undertaken over a sufficient area to determine deposit limits, and the data collected adequately reflects deposit dimensions, true widths of mineralization, and the style of the deposits. The samples are representative of the mineralization, and respect the geology of the deposits.

The sample preparation method typically consists of drying, pulverizing and splitting to generate a 30 gram pulp for assay. Prior to 2003, the pulverization standard was 85% passing 75 micrometres; after 2003, samples were pulverized to a minimum of 85% passing 200 mesh. Standard fire assay procedures are used for analysis of gold. Inductively-coupled plasma analyses are used for silver, lead, zinc and deleterious elements.

QA/QC measures for our programs include submission of standard reference materials and blanks, and re-assay of a proportion of the samples.

Entry of information into databases has utilized a variety of techniques and procedures to check the integrity of the data entered. Geological data from early drill programs were entered into spreadsheets in a single pass.

All drill data from 2007 to July 2013 was entered from paper logging forms into Excel files before being imported into acQuire. Since July 2013, logging and recording of other drill hole data by geologists and technicians has been entered directly into acQuire on laptop computers, with the data subsequently imported into the main database.

Assays received electronically from the laboratories are imported directly into the database. Analytical certificates received since 2010 have been stored in the database and were validated via the acQuire software.

Data are verified on entry to the database by means of built-in program triggers within the mining software. Checks are performed on surveys, collar co-ordinates, lithology data, and assay data.

 

- 49 -


The quality of the analytical data is sufficiently reliable to support Mineral Resource and Mineral Reserve estimation and sample preparation, analysis, and security are generally performed in accordance with exploration best practices and industry standards.

Mineral Processing and Metallurgical Testing

Mineralogical studies have been performed in order to increase the knowledge of the different ore types in the mine targeted to ensure the best possible treatment for each ore category and maximize the recovery. Metallurgical testwork focused on recovery of the key elements, lead and zinc, with co-recovery of gold and silver.

Various testwork programs have investigated comminution, flotation, heavy media separation, flowsheet variability schemes, concentrate filtration, dewatering, and regrind tests, modal and liberation analyses, and bottle roll and column cyanide leach extraction tests. Programs were performed that were sufficient to establish the optimal processing routes for oxide and sulphide ores, and supported estimation of recovery factors for the various ore types. A number of ore types have been identified that are classed as “special” because of their specific chemical characteristics, and include transitional, low-lead, high-copper and high-carbon types. The proposed PLP (defined below) project has also investigated the metallurgical responses to treatment for additional gold and silver recovery from the zinc flotation tailings.

Over the life of mine gold and silver recovery from the oxide heap leach has stabilised. Recovery from the heap leach is currently fixed at about 57% for gold and 24% for silver in the LOM plan.

The mineralogical complexity of the Peñasquito Mine ore makes the development of mill processing models difficult as eight elements (gold, silver, lead, zinc, copper, iron, arsenic and antimony) are tracked through the process, and the models need to be robust enough to allow for changes in mineralogy and plant operations while giving reasonable predictions of concentrate quality and tonnage. Metallurgical models were updated in 2017. Based on the present LOM, which assumes the construction of the pyrite leach plant and the heap leach pad, the following average overall metal recoveries are anticipated: lead, 78.5%; zinc, 82.1%; gold, 71.5%; and silver, 83.1%.

The processing plant, in particular the flotation portion of the circuit, is not able to separate the copper-bearing minerals from the lead-bearing minerals, so when present the sulphosalts report (primarily) to the lead concentrate. The marketing contracts are structured to allow for small percentages of these deleterious elements to be incorporated into the final product, with any exceedances then incurring nominal penalties. Historically, due to the relative small proportion of concentrate bearing high levels of deleterious elements, the marketing group has been able to sufficiently blend the majority of the deleterious elements such that little or no financial impact has resulted.

Mineral Reserve and Mineral Resource Estimates

The following table sets forth the Mineral Reserve estimation for the Peñasquito Mine effective June 30, 2017:

 

 

     Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)(6)(7)(8)(9)         
                   Grade      Contained Metal      Grade      Contained Metal  

 

Category

         

 

Tonnes

(millions)

    

 

Gold

(grams
per
tonne)

    

 

Silver

(grams
per
tonne)

    

 

Gold

(millions
of
ounces)

    

 

Silver

(millions
of
ounces)

    

 

Tonnes

(millions)

    

 

Lead

(%)

    

 

Zinc

(%)

    

 

Lead

(millions
of
pounds)

    

 

Zinc

(millions
of
pounds)

 

Proven

        361.18        0.59        35.06        6.80        407.16        352.66        0.35        0.75        2,697.06        5,868.13  

Probable

        163.57        0.41        26.32        2.14        138.40        162.36        0.24        0.51        862.95        1,842.24  

Proven + Probable

        524.75        0.53        32.34        8.95        545.56        515.03        0.31        0.68        3,560.00        7,710.38  
(1)

The Mineral Reserves for the Peñasquito Mine set out in the table above have been reviewed and approved by Ivan Mullany, FAusIMM, Senior Vice President, Technical Services at Goldcorp, and a qualified person under NI 43-101.

 

- 50 -


(2)

The Mineral Reserves are classified as Proven and Probable, and are based on the CIM Definition Standards.

(3)

Based on a gold price of $1,200 per ounce, a silver price of $18.00 per ounce, a lead price of $0.90 per pound and a zinc price of $1.05 per pound; and an economic function that includes variable operating costs and metallurgical recoveries.

(4)

Prior to the pyrite leach circuit, the estimated recovery rate for the Peñasquito Mill averages 59.8% for gold, 75.8% for silver, 78.5% for lead and 82.1% for zinc. After the pyrite leach circuit, the estimated recovery rate for the Peñasquito Mill averages 59.7% for gold and 78.7% for silver, 81.2% for lead and 83.3% for zinc. A pyrite leach gold recovery circuit is assumed to be operational late 2018. Recovery relationships of the ore types are very complex and may vary considerably from the life of mine averages. Work on refining these recovery assumptions for pyrite leach are ongoing and will be updated as actuals based on operations.

(5)

Cut-off grade is based on generating positive net smelter return on a block-by-block basis applying all revenue and associated costs. The incremental cost used for milled ore prior to pyrite leach process is $6.92 per tonne, after the pyrite leach process is $8.65 per tonne. Administrative and sustaining capital costs total $2.12 per tonne. Other factors considered are product freight to market costs, smelter costs (including penalties) and royalties.

(6)

A forward sales contract for 25% of silver production exists with Wheaton Precious Metals.

(7)

Tonnages are rounded to the nearest 10,000 tonnes; grades are rounded to two decimal places.

(8)

Rounding as required by reporting guidelines may result in apparent differences between tonnes, grade and contained metal content.

(9)

Tonnage and grade measurements are in metric units. Contained gold and silver ounces are reported as troy ounces. Contained lead and zinc pounds are Imperial pound units.

Risk factors that can affect the Mineral Reserve estimates are: metal prices, exchange rate assumptions, mining, process, operating and capital cost assumptions; availability of water to support the process plant throughput assumptions; metallurgical recovery rates, capital project timelines, geotechnical and hydrogeological assumptions; social licence to operate and any additional modifications to the proposed changes to the taxation and royalty regime.

To support declaration of Mineral Reserves, an economic analysis is undertaken to confirm the economics based on Mineral Reserves over the mine life repays life-of-mine operating and capital costs. The mine was evaluated on an after-tax free cash flow basis.

 

- 51 -


The following table sets forth the Mineral Resource estimations for the Peñasquito Mine effective June 30, 2017:

Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)(7)(8)(9)

(excluding Proven and Probable Mineral Reserves)

            Grade      Contained Metal      Grade      Contained Metal  

Category

 

  

Tonnes

(millions)

    

Gold

(grams
per
tonne)

    

Silver

(grams
per
tonne)

    

Gold

(millions
of
ounces)

    

Silver

(millions
of
ounces)

    

Tonnes

(millions)

    

Lead

(%)

    

Zinc

(%)

    

Lead

(millions
of
pounds)

    

Zinc

(millions
of
pounds)

 
Measured      126.07        0.29        29.12        1.16        118.02        117.47        0.26        0.57        677.80        1,469.52  
Indicated      149.25        0.25        24.90        1.20        119.51        132.93        0.20        0.47        592.71        1,388.60  

Measured +

Indicated

     275.32        0.27        26.83        2.35        237.53        250.40        0.23        0.52        1,270.51        2,858.13  
Inferred      23.67        0.29        18.73        0.22        14.25        23.53        0.16        0.59        85.21        306.74  

 

(1)

The Mineral Resources for the Peñasquito Mine set out in the table above have been reviewed and approved by Ivan Mullany, FAusIMM, Senior Vice President, Technical Services at Goldcorp, and a qualified person under NI 43-101. The Mineral Resources are classified as Measured, Indicated and Inferred, and are based on the CIM Definition Standards.

(2)

All Mineral Resources are reported exclusive of those Mineral Resources that were converted to Mineral Reserves.

(3)

Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

(4)

Based on commodity prices of $1,400 per ounce gold, $20.00 per ounce silver, $1.00 per pound lead and $1.10 per pound of zinc .

(5)

The estimated metallurgical recovery rate is assumed similar to Mineral Reserves.

(6)

Cut-off grade determination methodology is similar to Mineral Reserves, except metal pricing as noted.

(7)

Tonnages are rounded to the nearest 10,000 tonnes; grades are rounded to two decimal places.

(8)

Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content.

(9)

Tonnage and grade measurements are in metric units. Contained gold and silver ounces are reported as troy ounces. Contained lead and zinc pounds are Imperial pound units.

Risk factors that can affect the Mineral Resource estimates are: metal prices and exchange rate assumptions; assumptions which are used in the Lerchs-Grossman shell constraining Mineral Resources, including mining, processing and general and administrative costs; metal recoveries; geotechnical and hydrogeological assumptions; and assumptions that the operation will maintain the social licence to operate.

Mining Operations

Peñasquito Mine is a conventional, large scale, truck-and-shovel open pit mining operation. For 2018, the operation is scheduled to mine 39.1 million tonnes of ore, with total material movement of 189 million tonnes. The open pit operations will progress at a nominal annual mining rate of 225 million tonnes per year until the end 2023, after which it continues to decline at a significant rate as the stripping ratios of ore to waste decrease.

The Mineral Reserve estimate for the operations is based on Measured and Indicated Mineral Resources. A four-step process is used to estimate the Mineral Reserves. The Peñasquito Mine contained metal block model is interpolated with a series of software scripts in which a net smelter return value is calculated for each block, based on recovery and marketing assumptions.

The Peñasquito Mine net smelter return block model then undergoes a process of “pit optimization” where computer software optimizes the potential future financial return for numerous intermediate pit shells, and defines the ultimate pit size and shape for each of the two deposits. The ultimate pit shell offering the best economic results is selected, based on the defined parameters while respecting geotechnical limitations.

With the ultimate pit limits defined, practical design parameters are completed within a mine design software package. This process results in a series of minable cutbacks that together form the ultimate pit design for the deposit.

 

- 52 -


A series of potential production schedules are produced that are based on the practical sequencing of each cut-back, the mining equipment available, and operational limitations such as production rates, haulage distance and mill throughput capacity. From this process, which in most cases is iterative, a practical LOM production schedule is developed that tries to maximize the metal production and minimize operating and capital costs and defines the annual mining, milling and metal production schedules.

The current mine plan is based on the 2017 Mineral Reserve estimate, and will produce oxide and sulphide material to be processed through the existing heap leach facility and sulphide plant respectively over a 12-year mine life (2018–2029).

Dilution is accounted for in block models by ensuring the models have the appropriate change of support to produce a grade–tonnage curve that reflects the expected mining selectivity. Block models also incorporate anticipated contact dilution through the interpolation plan that utilizes both mineralization and waste samples within interpolation domains. Accordingly, no further dilution factors are needed to reflect the appropriate grade and tonnage distributions. Because the same models are used for both Mineral Reserves and Mineral Resources, dilution is incorporated in both estimates. Mineral Reserves and Mineral Resources are reported at 100% of the block model.

An ore stockpiling strategy is practiced. The mine plan considers the value of the blocks mined on a continuous basis combined with the expected concentrates quality. From time to time ore material with a lower net smelter return value will be stockpiled to bring forward the processing of higher-value ore earlier in the LOM. In some instances, the ore is segregated into stockpiles of known composition to allow for blending known quantities of material at the stockpile as required by the mill/customer. Stockpiling at Peñasquito Mine also allows for forward planning for ore quality to ensure optimal mill performance and consistent gold production to match, within the normal bounds of expected variability within the mine plan.

Processing and Recovery Operations

The Peñasquito Mine consists of a leach facility that processes a nominal 25,000 tonnes per day of oxide ore and a sulphide plant that can processes nameplate 130,000 tonnes per day of sulphide ore. Mine construction commenced in 2007. Ore placement on the heap leach pad began in February 2008. On April 8, 2008, ore leaching was initiated, and the first gold pour occurred on May 10, 2008. In October 2009, the first lead and zinc concentrates were produced and concentrate shipment to smelters commenced with first sales recorded in November 2009.

For the milling throughput, the LOM plan assumes a nominal rate of 45.1 million tonnes per year until the end of 2028 and the first quarter of 2029, and the heap leach pad will be stacked with incremental oxide ore as it is mined.

Run-of-mine oxide ore is delivered to the heap leach pile from the mine by haul trucks. Lime is added to the ore prior to the addition of the ore to the pad. Ore is placed in ten metre lifts and leached with cyanide solution. Pregnant leach solution is clarified, filtered, and de-aerated, then treated with zinc dust to precipitate the precious metals. The precipitated metals are subsequently pressure filtered, and the filter cake smelted to produce doré.

For 2017, a total of 1,779,387 metric tonnes was sent to the heap leach pad but there was no production during the year.

 

- 53 -


Sulphide Ore

Run-of-mine sulphide ore is delivered to the crusher dump pocket from the mine by 290 tonne rear-dump–haul trucks. The crushing circuit is designed to process up to 148,000 tonnes per day of run-of-mine sulphide ore to 80% passing 159 millimetres. The crushing facility initially consisted of a gyratory crusher capable of operating at 92% utilization on a 24-hour-per-day, 365-days-per-year basis.

For 2017, a total of 38,251,009 metric tonnes of ore was processed through the sulphide plant facility, for a total of 476,127 ounces of gold, 21,504,402 ounces of silver, 359,666,773 pounds of zinc, and 133,340,796 pounds of lead produced (payable metal). Metallurgical recoveries averaged 69.17% for gold, 82.57% for silver, 81.20% for zinc, and 74.73% for lead.

Metallurgical Enhancement Process

A feasibility study for the Metallurgical Enhancement Process (“ MEP ”), which consists of a Pyrite Leach Plant (“ PLP ”), was completed during the fourth quarter of 2015. An investment decision on the PLP was approved in 2016, and the PLP is expected to be completed in late 2018. The PLP is expected to increase overall gold and silver recovery by treating the zinc tailings before discharge to the tailings storage facility. The PLP is expected to add production of approximately one million ounces of gold and 44 million ounces of silver over the current LOM. As part of the PLP, a carbon pre-flotation facility is being constructed, anticipated to be completed in the second quarter of 2018.

Markets/Contracts

We have an operative refining agreement with Met Mex Peñoles for refining of doré produced from the Peñasquito Mine. Our bullion is sold on the spot market by our marketing experts retained in-house. The terms contained within the sales contracts are typical and consistent with standard industry practice, and are similar to contracts for the supply of doré elsewhere in the world. A portion of the silver production is forward-sold to Wheaton Precious Metals (25%) as part of the streaming arrangement.

The markets for the lead and zinc concentrates from the Peñasquito Mine are worldwide with smelters located in Mexico, Canada, United States, Asia and Europe. Metals prices are quoted for lead and zinc on the London Metals Exchange and for gold and silver by the London Bullion Market Association. The metal payable terms and smelter treatment and refining charges for both lead and zinc concentrate represent typical terms for the market and qualities produced by the Peñasquito Mine.

Infrastructure, Permitting and Compliance Activities

As of August 2015, Peñasquito Mine uses power sourced from a subsidiary of InterGen Servicios Mexico who operates a 220 megawatt gas-fired combined cycle power plant. The annual power consumption ranges from 130–145 megawatts per day, with the majority (>85%) of the consumption in the processing facility.

Process and potable water for the Peñasquito Mine is sourced from the Torres-Vergel well field located six kilometres west of the Peñasquito Mine and an additional groundwater source within the Cedros basin named the Northern Well Field.

There is sufficient suitable land available within our mineral tenure for tailings disposal, mine waste disposal, and mining-related infrastructure, such as the open pit, process plant, workshops and offices. A skilled labour force is available in the region where the Peñasquito Mine is located and in the surrounding mining areas of Mexico. Accommodation comprises a 1,900-bed camp with full dining, laundry and recreational facilities. Fuel and supplies are sourced from nearby regional centres such as Monterrey, Monclova, Saltillo and Zacatecas and imports from the United States via Laredo.

Various baseline studies, with respect to water, air, noise, wildlife, forest resources and waste and materials have been completed. Environmental permits are required by various Mexican Federal, state

 

- 54 -


and municipal agencies, and are in place for project operations. The initial project environmental impact assessment was authorized on December 18, 2006. This initial document was prepared based on a production rate of 50,000 tonnes per day. Additional impact assessments for extensions or modifications to increase permitted capacity to 150,000 tonnes per day have been filed and approved since 2008. Reviews of the environmental permitting, legal, title, taxation, socio-economic, marketing and political factors and constraints for the Peñasquito Mine support the declaration of Mineral Reserves.

Capital and Operating Costs

Capital cost estimates are based on the latest mine construction data and budgetary figures and quotes provided by suppliers. Capital cost estimates include funding for infrastructure, mobile equipment, development and permitting, and miscellaneous costs. Infrastructure requirements were incorporated into the estimates as needed. Sustaining capital costs reflect current price trends.

The PLP project received Board approval in 2016 and commenced construction. The data below is updated to LOM from 2018-2029

 

     Area   

Life-of-Mine

($ million)

         
   
   Mine Pre-Stripping        $743.3
   
   General Sustaining    $1,203.8
   
  

Growth (Pyrite Leach Plant)

 

  

    $191.7

 

  

Total

 

  

$2,138.8

 

Operating costs are based on the 2017 LOM budget. Labour cost estimation is based on our 2018 salary scale and fringe benefits in force. Mining consumables are based on 2018 costs and contracts and the costs for future operation consumables, such as mill reagents and grinding media are based on recent supplier quotations.

 

     Area   

Life-of-Mine

($ per tonne)

         
  

 

Process Plant (with Pyrite Leach)

  

 

$8.48 per tonne milled

   
  

Process Plant (without Pyrite Leach)

   $6.86 per tonne milled
   
  

G&A

   $1.88 per tonne milled
   
  

Mining

 

  

$1.87 per tonne of material mined

 

Exploration, Development and Production

In 2018, exploration at the Peñasquito Mine will continue to focus on defining near pit Mineral Resources and selected regional targets. The skarn geological target below the current Peñasquito open pit is on hold and remains a lower priority within the list of local and regional targets. There are currently 25 regional targets identified from Geochemical and Geophysical works, these targets are being prioritised in order to further test and develop their potential.

At the Peñasquito Mine, gold production for 2018 is expected to be 310,000 ounces (+/- 5%). See “Risk Factors – Our financial projections rely on estimates of future production and estimates of future production may not be reliable, which could have a negative impact on our future cash flows, business, results of operations and financial condition”.

 

- 55 -


Pueblo Viejo Mine, Dominican Republic

We hold a 40% interest in the Pueblo Viejo Mine, an open pit gold mine located in the Dominican Republic. Barrick holds the other 60% interest in, and operates, the Pueblo Viejo Mine. The scientific and technical information included in the following section has been derived, in part, from the technical report entitled Technical Report on the Pueblo Viejo Project, Sanchez Ramirez province, Dominican Republic (the “ Pueblo Viejo Report ”) dated March 19, 2018, prepared by Rosmery Cardenas, P.Eng., Hugo Miranda, MBA, ChMC (RM), and Holger Krutzelmann, P.Eng., of Roscoe Postle Associates Inc., each of whom is a qualified person under NI 43-101.

Property Description, Location and Access

The Pueblo Viejo Mine is located in the central part of the Dominican Republic on the Caribbean island of Hispaniola in the province of Sanchez Ramirez. The Pueblo Viejo Mine is 15 kilometres west of the provincial capital of Cotui and approximately 100 kilometres northwest of the national capital of Santo Domingo. Access to the Pueblo Viejo Mine from Santo Domingo is by a four lane, paved highway, which then connects to a paved, two-lane, secondary highway at the town of Piedra Blanca, approximately 78 kilometres from Santo Domingo, the location of the main port facility.

Pueblo Viejo Dominicana Corporation (“ PVDC ”) is the holder of the right to lease the Montenegro Fiscal Reserve by virtue of a special lease agreement of mining rights, effective as of July 29, 2003, as amended in November 2009 and on October 5, 2013 (the “ Special Lease Agreement ”). The Special Lease Agreement provides PVDC with the right to operate for a 25-year period, which was triggered on February 26, 2008, with rights of renewal allowing for a total term of 75 years. Under the Special Lease Agreement, PVDC is obliged to pay to the government of the Dominican Republic: income tax; a net smelter return royalty; and a net profits interest.

The second amendment to the Special Lease Agreement, effective October 5, 2013, mainly covers changes to the special tax regime previously agreed in the Special Lease Agreement. The most notable modifications include: elimination of a 10% return embedded in the initial capital investment for the purposes of the net profits interest calculation; an extension to the period over which PVDC may recover its capital investment; a delay of application of net profits interest deductions; a reduction in tax depreciation rates; and establishment of a graduated minimum tax. The graduated tax minimum tax rate will be adjusted up or down based on future metal prices. The amended Special Lease Agreement also includes the following broad parameters consistent with the previous terms of the original agreement: corporate income tax rate of 25%; net smelter return royalty of 3.2%; and net profits interest of 28.75%. During 2017, PVDC and the Dominican Republic government reached an agreement on an updated financial model for the graduated minimum tax rates that will apply from 2017 through 2019.

PVDC holds all surface rights necessary to access and exploit the deposits. PVDC has acquired all of the permits necessary to operate the Pueblo Viejo Mine at the present time. In addition to the mine operations, by means of the second amendment to the Special Lease Agreement, the Dominican Republic government granted PVDC a power concession to generate electricity for consumption by the Pueblo Viejo Mine and the right to sell excess power. Also, in March 2012, PVDC obtained an environmental permit for the Quisqueya Power Plant and a power transmission line from San Pedro, where the power plant is situated, to the Pueblo Viejo Mine site.

The government of the Dominican Republic remains responsible for the relocation, where necessary, of those persons dwelling in the Los Cacaos basin. Pursuant to the Special Lease Agreement, environmental remediation within the mine site and its area of influence is the responsibility of PVDC, while the Dominican Republic government is responsible for historic impacts outside the development area and for the hazardous substances located at the Rosario Resources Corporation of New York (“ Rosario ”) plant site. However, agreement was reached in 2009 that PVDC would donate up to $37.5 million, or half of the government’s total estimated cost of $75 million, for its clean-up responsibilities. In December 2010, PVDC agreed to contribute the remaining $37.5 million on behalf of the government towards these clean-up activities.

 

- 56 -


History

The earliest records of Spanish mine workings at Pueblo Viejo are from 1505, although Spanish explorers sent into the interior of the island during the second visit of Columbus in 1495 probably found the deposit being actively mined by the native population. The Spanish mined the deposit until 1525, when the mine was abandoned in favour of newly discovered deposits on the American mainland. There are few records of activity at Pueblo Viejo from 1525 to 1950, when the Dominican government sponsored geological mapping in the region. Exploration at Pueblo Viejo focused on sulphide veins hosted in unoxidized sediments in stream bed outcrops.

Rosario optioned the property in 1969. As before, exploration was directed first at the unoxidized rock where sulphide veins outcropped in the stream valley and the oxide cap was only a few metres thick. As drilling moved out of the valley and on to higher ground, the thickness of the oxide cap increased to a maximum of 80 metres, revealing an oxide ore deposit of significant tonnage. In 1972, Rosario Dominicana S.A. was incorporated and, in 1975, open pit mining of the oxide deposits started in the Moore deposit. In 1979, the Dominican Republic Central Bank purchased all foreign-held shares in the mine. Rosario continued exploration throughout the 1970s and early 1980s, looking for additional oxide resources to extend the life of the mine.

The Monte Negro, Mejita, and Cumba deposits were identified by soil sampling and percussion drilling, and were put into production in the 1980s. With the oxide resources diminishing, Rosario initiated studies on the underlying refractory sulphide resource in an effort to continue the operation and in 1986 and 1992, feasibility studies were conducted.

Rosario continued to mine the oxide material until 1991, when the oxide resource was essentially exhausted. A carbon-in-leach plant circuit and new tailings facility at Las Lagunas were commissioned to process transitional sulphide ore at a maximum of 9,000 tonnes per day. Results were poor, with gold recoveries varying from 30% to 50%. Mining in the Moore deposit stopped early in the 1990s owing to high copper content (which resulted in high cyanide consumption) and ore hardness. Mining ceased in the Monte Negro deposit in 1998, and stockpile mining continued until July 1999, when the operation was shut down. In 24 years of production, the Pueblo Viejo Mine produced a total of 5.5 million ounces of gold and 25.2 million ounces of silver.

Three companies were involved in Rosario’s attempt to find a strategic partner in 1992 and 1996: GENEL JV, Mount Isa Mines Ltd. (“ MIM ”), and Newmont Mining Corporation (“ Newmont ”). The process was never completed but each of the three companies conducted work on the property for their evaluations.

In 2000, the government of the Dominican Republic invited international bids for the leasing and mineral exploitation of the Pueblo Viejo sulphide deposits. Placer Dome Inc. (“ Placer Dome ”) was the successful bidder and the parties negotiated the Special Lease Agreement, which became effective on July 29, 2003. Placer Dome conducted regional mapping, geotechnical assessment, environmental baseline studies and exploration drilling until February 2006, when Barrick acquired Placer Dome and subsequently sold us a 40% stake in the Pueblo Viejo Mine.

In August 2010, the open pit pre-stripping started. The total ore mined between 2010 and 2017 is 111.2 million tonnes. In 2017, the total ore processed was 7,980,000 tonnes which, based on our 40% interest, produced 433,200 gold ounces for Goldcorp.

Geological Setting, Mineralization and Deposit Types

The Pueblo Viejo Mine is hosted by the Lower Cretaceous Los Ranchos Formation, a series of volcanic and volcaniclastic rocks that extend across the eastern half of the Dominican Republic, generally striking northwest and dipping southwest. The Los Ranchos Formation consists of a lower complex of pillowed basalt, basaltic andesite flows, dacitic flows, tuffs, and intrusions, overlain by volcaniclastic sedimentary

 

- 57 -


rocks, and interpreted to be a Lower Cretaceous intra-oceanic island arc, one of several bimodal volcanic piles that form the base of the Greater Antilles Caribbean islands. The unit has undergone extensive seawater metamorphism (spilitization), and lithologies have been referred to as spilite (basaltic-andesite) and keratophyre (dacite).

The Pueblo Viejo member of the Los Ranchos Formation is confined to a restricted, sedimentary basin measuring approximately three kilometres north to south by two kilometres east to west. The basin is filled with lacustrine deposits that range from coarse conglomerate deposited at the edge of the basin to thinly bedded carbonaceous sandstone, siltstone, and mudstone deposited further from the paleo-shoreline. In addition, there are pyroclastic rocks, dacitic domes, and diorite dikes within the basin. The Pueblo Viejo member is bounded to the east by volcaniclastic rocks, and to the north and west by Platanal Member basaltic-andesite (spilite) flows and dacitic domes. To the south, the Pueblo Viejo member is overthrust by the Hatillo Limestone Formation.

Pueblo Viejo is a high sulphidation, quartz-alunite epithermal gold and silver deposit. High sulphidation deposits are typically derived from fluids enriched in magmatic volatiles, which have migrated from a deep intrusive body to an epithermal crustal setting, with only limited dilution by groundwater or interaction with host rocks. Major dilatant structures or phreatomagmatic breccia pipes provide conduits for rapid fluid ascent and so facilitate evolution of the characteristic high sulphidation fluid. Mineralization is predominantly pyrite with lesser amounts of sphalerite and enargite. Pyrite mineralization occurs as disseminations, layers, replacements, and veins. Sphalerite and enargite mineralization is primarily in veins, but disseminated sphalerite has been noted in core.

The Pueblo Viejo deposits are classed as Cretaceous high sulphidation, epithermal gold, silver, copper and zinc deposits. They are characterized by veins, vuggy breccias and sulphide replacements ranging from pods to massive lenses, occurring generally in volcanic sequences and associated with high-level hydrothermal systems. Acid leaching, advanced argillic alteration, and silicification are characteristic alteration styles. Grade and tonnage varies widely. Pyrite, gold, electrum and enargite/luzonite are typical minerals and minor minerals include chalcopyrite, sphalerite, tetrahedrite/tennantite, galena, marcasite, arsenopyrite, silver sulphosalts, and tellurides.

There were three stages of advanced argillic alteration associated with precious metal mineralization. The third stage of mineralization occurred when hydro-fracturing of the silica cap produced pyrite-sphalerite-enargite veins with silicified haloes. Exposed at the surface, individual veins can be traced vertically over three pit benches (30 metres). Veins are typically concentrated in zones that are elongated north-northwest and can be 250 metres long, 100 metres wide and 100 metres vertical. Stage three veins contain the highest precious and base metal values and are more widely distributed in the upper portions of the deposits. The most common vein minerals are pyrite, sphalerite, and quartz with lesser amounts of enargite, barite, and pyrophyllite. Trace amounts of electrum, argentite, colusite, tetrahedrite-tennantite, geocronite, galena, siderite and tellurides are also found in veins.

Gold is intimately associated with pyrite veins, disseminations, replacements, and layers within the zones of advanced argillic alteration. Gold values generally are the highest in zones of silicification or strong quartz-pyrophyllite alteration. These gold-bearing alteration zones are widely distributed in the upper parts of the deposits and tend to funnel into narrow feeder zones. Gold occurs as native gold, sylvanite, and aurostibnite. The principal carrier of gold is pyrite where the sub-microscopic gold occurs in colloidal-size micro inclusions (less than 0.5 micrometres) and as a solid solution within the crystal structure of the pyrite. Silver content tends to correlate gold content and silver has a strong association with stage three veins, where it occurs in a variety of minerals.

Most copper occurs as enargite hosted in stage three veins and only trace amounts of chalcocite and chalcopyrite have been recorded. The majority of zinc occurs as sphalerite, primarily in stage three veins and, to a lesser extent, as disseminations. Lead minerals include galena, geocronite, boulangerite, and bournonite, most of which are present as fine inclusions or within fractures in pyrite, sphalerite, and enargite. Elevated lead values were found in the structural feeder zone in the Moore deposit and lead may provide clues on where to search for other feeder zones.

 

- 58 -


The Moore Deposit

Pyrite-rich, gold-bearing veins at the Moore deposit have a mean width of four centimetres and are steeply-dipping with a trend commonly north-northwest. Secondary pyrite vein-sets trend north-south and north-northeast.

Thinly bedded carbonaceous siltstones and andesitic sandstones in the West Flank dip shallowly westwards. Dips increase towards the west where north-trending thrusts displace bedding. Pyrite and limonite-rich veins with gold mineralization are sub-vertical and trend commonly north-northwest. Quartz veins with gold trend northwest oblique to the pyrite veins have a similar strike to the interpreted contact with the overlying Hatillo limestone. They also occur as tension-gash arrays in centimetre-scale dextral shear zones that trend north-northwest. Two main north-northeast faults were mapped across the West Flank, sub-parallel with the Moore dacite porphyry contact.

Bedding to the north of the Moore dacite porphyry dips shallowly westwards. There are three steep-dipping, gold-bearing, pyrite-rich vein sets: northwest, northeast and north south. Northwest trending veins generally contain enargite and sphalerite, while northeast trending veins are more pyrite ± pyrophyllite rich. The average vein width is 3.5 centimetres.

The Monte Negro Deposit

Pyrite-rich veins with gold mineralization are sub-vertical and have bimodal trends, which are interpreted to form conjugate sets. The mean width is two centimetres. The north-northwest trending set is sub-parallel to the strike of bedding and fold axes. Enargite and sphalerite-bearing veins with gold dominantly trend north-northeast and have a mean width of three centimetres. The combination of vein trends forms a high-grade gold zone (Vein Zone One) which extends 500 metres north-northwest, and is 150 metres wide and up to 100 metres thick between the F5 Fault to the east and the Main Monte Negro Fault to the west. The fault pattern is dominated by steep north-northwest trending faults sub-parallel to the dominant pyrite vein set. The main Monte Negro Fault is a 25 metre by 500 metre zone of silicification, brecciation, mineralization, folding, and faulting.

Close to the interpreted Monte Negro Fault, bedding dips more westerly and strikes north-northwest. Mineralized veins at the Monte Negro South Zone are relatively pyrite-poor, sphalerite-rich, and wider (five centimetres to six centimetres). The veins are sub-vertical and trend northwest. The episodic vein fill demonstrates a clear paragenesis (massive pyrite-enargite-sphalerite-grey silica). Shallow-dipping bedding and sub-vertical sphalerite-silica veins on the southern margin of Monte Negro South are cut by a westerly-dipping thrust and the fault dips 35 degrees. The main zone of gold mineralization that results from this combination of structures extends for approximately 150 metres along the West Thrust Fault.

The primary controls on the geometry of the gold deposits at the Pueblo Viejo Mine are strong quartz-pyrophyllite alteration and quartz-pyrite veining along sub-vertical structures and stratigraphic zones. The veins are tens of centimetres wide but are most commonly less than two centimetres wide. Narrow veinlets occur along bedding planes and along fracture surfaces. These veins are commonly highly discordant to bedding but locally branch out along shallow-dipping bedding planes, linking high angle veins in ladder-like fashion without obvious preferred orientations. These veins served as feeders to the layered and disseminated mineralization that occurs in shallower levels in the deposit. The result is composite zones of mineralization within fracture systems and stratigraphic horizons adjacent to major faults that served as conduits for hydrothermal fluids. The outer boundary of advanced argillic alteration, combined with lithological and veining zones were used to generate domains for Mineral Resource estimation.

 

- 59 -


Monte Negro 10 Deposit

Monte Negro 10, formerly Monte Oculto deposit, is part of the Monte Negro mineralization and is located at its northeast margin. Mineralization is hosted in andesitic flows, is controlled by a north-northwest structural trend, and associated with quartz-dickite-pyrophyllite hydrothermal alteration.

Cumba Deposit

The Cumba deposit is located to the east of the Monte Negro deposit. Mineralization is hosted in andesitic flows, is controlled by an east-west structural trend, and associated with quartzdickite- pyrophyllite hydrothermal alteration.

Upper Mejita Deposit

The Upper Mejita deposit is located on the east side of the Moore deposit. Mineralization is hosted in carbonaceous sediments, dacitic tuffs and andesitic flows, is controlled by east-west and north-south structural trends, and is associated with quartz-dickite-pyrophyllite hydrothermal alteration.

Exploration

During 2017, three exploration programs were undertaken at Pueblo Viejo consisting of a combination of reverse circulation drilling and diamond drilling at Upper Mejita, Monte Negro Feeder and the Monte Negro Underground. The last two projects focussed on investigating the continuity of Monte Negro mineralization at depth. PVDC also performed drilling in the Acid Rock Drainage Pond #1 area to explore for limestone potential. The results confirmed that the limestone rocks extend further to the east in the Acid Rock Drainage Pond #1 area and some drill holes intersected gold mineralization below the limestone in the same host rocks as at Moore and Monte Negro.

In 2018, exploration plans include reverse circulation and diamond drilling over seven targets. There will be four areas of primary exploration: Monte Negro West Deep, Moore West Deep, Arroyo Hondo and Moore North. There will also be advanced exploration occurring at three previously drilled targets: Upper Mejita, adjacent to Acid Rock Drainage Pond #1, and Monte Negro and Moore Underground.

Drilling

As of December 31, 2017, the drill hole database used to support the development of Mineral Resources for the Pueblo Viejo property contains 2,816 drill holes, comprised of 937 diamond drill core holes, 681 reverse circulation, and 1,198 percussion holes and rotary samples. Samples totaling 185,865 metres from diamond drill holes, 62,552 metres from rotary and percussion holes and 100,850 metres from reverse circulation have been collected. In addition, 13,889 close-spaced reverse circulation grade control drill holes, totaling 571,279 metres were used to estimate the gold, copper and silver resources. The drill hole spacing is variable, ranging from 10 to 15 metres.

In 2017, the Pueblo Viejo Mine exploration drilling campaign included 59 reverse circulation and diamond drill holes totalling 13,708 metres in the Upper Mejita, Monte Negro Feeder, and Monte Negro Underground projects. Reserve definition drilling totalled 110 holes for 17,595 metres and limestone drilling totalled 20 holes for 4,144 metres including in the Acid Rock Drainage Pond #1 area. During 2017, the sample interval was changed from two metres to 1.5 metres. The reverse circulation grade control drilling totalled 407 holes for 18,814 metres in the Monte Negro pit and 1,208 holes for 55,514 metres in the Moore pit.

Drill pads are located using GPS or surface plans where the GPS signal is weak. After completion, the drill hole locations are surveyed in Universal Transverse Mercator coordinates by a professional surveyor, translated into the mine coordinate system, and entered into the drill hole database. Two or three down-hole surveys are completed in all drill holes. Surveys are spaced every 60 metres to 75 metres, and deviation of the drill holes is minimal.

Geotechnical and water management drilling at the Pueblo Viejo Mine was completed from 2001 to 2010 by BGC Engineering Inc. (“ BGC ”), an international consulting firm specializing in geotechnical and water resources engineering. Water Management Consulting (“ WMC ”) drilled some drill holes in 2003 and 2004. The BGC and WMC holes from 2001 to 2010 are mostly short holes and have been excluded from the Mineral Resource estimate because they were not assayed.

Sampling, Analysis and Data Verification

Sample intervals are normally two metres, but are shortened at lithological, structural, or major alteration contacts. Three metre samples are used in non-mineralized zones. Core logging is performed by geological technicians and includes photographic records and appropriate record keeping, and the core is cut into halves using a core saw prior to sampling. The entire second half of the core is kept for records and future metallurgical test work, and the other half is placed in sample bags and numbered. Since mid-2010, sub-samples are prepared on-site and the pulverized samples are sent to Acme Analytical Laboratories Ltd. (“ Acme ”) in Santiago and ALS Chemex Labs Ltd. in Peru.

 

- 60 -


PVDC currently requests gold assays by fire assay with atomic absorption on 30 gram aliquots and gravimetric finishes for all assays exceeding ten g/t of gold. Silver and zinc values are analyzed using aqua regia digestion method and atomic absorption finish. A 35-element inductively coupled plasma atomic emission spectroscopy analysis is done on all samples. Sulphur and carbon are assayed by LECO furnace. The PVDC laboratory does periodic sieve checks as part of its internal quality control procedures. The reverse circulation grade control samples were mostly sent to ALS Chemex in Lima up until early 2013, when the Pueblo Viejo Mine began assaying the samples directly at the PVDC laboratory. The main difference is that the PVDC laboratory uses a 15 gram aliquot compared to 30 gram at ALS Chemex.

The QA/QC procedures in place consist of the introduction of blanks, standards (commercial and custom), core duplicates, coarse duplicates and cleaning blanks into the sampling process. Each batch is submitted with 76 samples, of which two are blanks, two to three are standards, two are core duplicates, two are coarse duplicates, and seven are cleaning blanks. The PVDC geology department currently inserts three certified reference materials, three field duplicates, and two blanks into each batch of 60 samples. This is in addition to two percent of cross checks in pulp duplicates. Consequently, 15% of the samples in each batch of 60 samples are quality control samples.

Since August 1, 2007, PVDC has been sending approximately 5% of the pulps to a secondary laboratory. The ACME on-site preparation facility carried out regular granulometric control tests on approximately three percent of the crushed and pulverized material. The results were monitored by ACME and PVDC personnel. The PVDC laboratory has continued this practice and these results are included in monthly QA/QC reports. Monitoring is undertaken on a batch by batch basis. Any check results that fall outside the established control limited is re-assayed if the cause is not the result of a sample number switch.

Barrick reviewed assays for MIM, GENEL JV, Rosario and Placer Dome drilling in both the Moore and Monte Negro deposits. In general, it found reasonable agreement of the orientation, tenor, and thickness of mineralization between drilling campaigns in both deposits where MIM, GENEL JV, Rosario, and Placer Dome drill holes cross. Histograms of the historical drilling campaigns show that the diamond core drilling from all campaigns except PVDC compare well with the global distribution.

The PVDC drilling was targeted at the periphery of the existing mineralization so that overall lower grades would be expected. The reverse circulation and rotary drilling also compare well, with the exception of the Placer Dome rotary holes which are biased high and were possibly preferentially drilled in shallow high grade areas to better delineate early production. The information from these holes should have been removed from the database, but this does not constitute a material issue. Approximately 2.5% of the Rosario data have been verified against original documents. The Rosario core, reverse circulation and some rotary data are generally reliable and those that are considered to be of questionable validity have not been used in resource estimates.

As noted earlier, most of the shallow Rosario drill holes were drilled in oxide areas now mined out and have virtually no influence on sulphide Mineral Resource estimates. GENEL JV and Placer Dome data have been verified and are considered reliable. MIM data has not been verified against original documents and there is some risk involved with using that data. On the basis of comparisons between mineralized intersections in MIM holes and those in nearby Placer Dome holes, the risk of using the MIM data is considered to be acceptable. Placer Dome data has been verified against original documents and is considered to be reliable.

Drilling data is acceptable for the purpose of overall Mineral Resource and Mineral Reserve estimation and economic assessments. Some of the data may result in minor inaccuracies in local estimates.

Prior to making geotechnical measurements, the entire core interval is removed from the core box and placed in a long trough made of angle-iron. The fractures in the core are lined up, and artificial fractures are identified. This process allows the technician to mark the orienting line on the core for a better estimate of core recovery. The core is cut in half and the entire second half of core is kept for records and

 

- 61 -


future metallurgical test work. The archived half of the core is stored on site for future reference in suitable storage conditions. The sampled half is placed in plastic sample bags marked with the appropriate sample number and sealed with a numbered security tag. Since mid-2010, PVDC has been preparing the sub-samples on-site and sending the pulverized samples to commercial laboratories. The reverse circulation grade control samples were mostly sent to ALS Chemex in Lima up until early 2013 when the mine began assaying the samples directly at the PVDC laboratory. We consider sample security to be adequate and to meet industry standards.

Mineral Processing and Metallurgical Testing

The Pueblo Viejo ore is refractory and consists primarily of gold and silver intimately associated with pyrite that occurs as encapsulated sub-micron particles and in solid solution. As a result, there is a requirement to chemically break down the pyrite to recover the precious metals. In addition, there are cyanide consuming minerals and preg-robbing carbonaceous material in some ores. Pyrite and sphalerite are the two main sulphide minerals, both occurring in veins and disseminated within the host rock. Using lithological and mineralization criteria, five metallurgical ore types have been defined, including two for the Moore deposit and three for the Monte Negro deposit. The main criterion used to define metallurgical domains is carbon content, i.e., separating carbonaceous rocks from lower carbon-content rocks in each deposit.

Pressure oxidation of the whole ore followed by carbon-in-leach cyanidation of the autoclave product is expected to recover 88.7% of the gold and 80.0% of the silver. The efficient and trouble-free operation of the pressure oxidization circuit relies heavily on maintaining relatively constant sulphur content in the autoclave feed. Studies showed that there are wide variations in the sulphur content of the ore as the blocks are mined sequentially. The variation in sulphur grade ranges from 3% to 20% sulphur and generally between 5% and 10%. Blending of ores may be carried out prior to crushing or it may occur as a result of the mining sequence in the case of direct feed ore.

Mineral Reserve and Mineral Resource Estimate

The following table sets forth the Mineral Reserve estimation for our 40% interest in the Pueblo Viejo Mine effective December 31, 2017:

                    Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)(6)

            Grade      Contained Metal  

 

Category

  

Tonnes

(millions)

 

    

Gold

(grams per

tonne)

 

    

Silver

(grams per

tonne)

 

    

Copper

(%)

 

    

Gold

(millions of

ounces)

 

    

Silver

(millions of
ounces)

 

    

Copper

(millions

of

pounds)

 

 

Proven

     41.42        2.67        17.97        0.10        3.56        23.94        88.18  
Probable      12.81        3.06        15.55        0.10        1.26        6.41        28.31  
Proven + Probable      54.24        2.76        17.40        0.10        4.82        30.35        116.49  

 

(1)

The Mineral Reserves for Pueblo Viejo Mine set out in the table above have been reviewed and approved by Hugo Miranda, MBA, ChMC (RM), of Roscoe Postle Associates Inc., who is a qualified person under NI 43-101. The Mineral Reserves are classified as Proven and Probable, and are based on the CIM Definition Standards.

(2)

No cut-off grade is applied. Instead, the profit of each block in the Mineral Resource is calculated and included in the Mineral Reserve if the value is positive.

(3)

Mineral Reserves are estimated using a long-term price of $1,200 per ounce of gold, $16.50 per ounce of silver and $2.75 per pound of copper.

(4)

100% mining recovery and no dilution.

(5)

Average metallurgical recovery is 88.7% for gold, 80.0% for silver and 47.5% for copper.

(6)

Numbers may not add up due to rounding.

(7)

We are not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other modifying factors that could materially affect the Mineral Reserve estimate.

 

- 62 -


The following table sets forth the gold, silver and copper Mineral Resource estimations for our 40% interest in the Pueblo Viejo Mine effective December 31, 2017:

Measured, Indicated and Inferred Gold, Silver and Copper Mineral Resources (1)(2)(3)(4)(5)(6)(7)(8)

(excluding Proven and Probable Mineral Reserves)

            Grade      Contained Metal  

 

Category

  

 

Tonnes

(millions)

    

Gold

(grams

per

tonne)

    

Silver

(grams

per

tonne)

    

 

Copper

(%)

    

Gold

(millions

of

ounces)

    

 

Silver

(millions of

ounces)

    

 

Copper

(millions

of pounds)

 
Measured      5.18        2.39        14.25        0.07        0.40        2.37        7.68  
Indicated      62.61        2.47        13.61        0.08        4.97        27.40        111.73  
Measured + Indicated      67.79        2.46        13.66        0.08        5.37        29.77        119.41  
Inferred      18.42        2.43        10.81        0.09        1.44        6.40        34.88  

 

(1)

The Mineral Resources for Pueblo Viejo Mine set out in the table above have been reviewed and approved by Rosmery Cárdenas, P.Eng., of Roscoe Postle Associates Inc., who is a qualified person under NI 43-101. The Mineral Resources are classified as Measured, Indicated and Inferred, and are based on the CIM Definition Standards.

(2)

Mineral Resources are estimated based on an economic cut-off value.

(3)

Mineral Resources are estimated using a long-term price of $1,500 per ounce of gold, $20.50 per ounce of silver and $3.50 per pound of copper.

(4)

A minimum mining width (block size) of five metres was used.

(5)

All Mineral Resources are reported exclusive of those Mineral Resources that were converted to Mineral Reserves. Mineral Resources do not have demonstrated economic viability.

(6)

Mineral Resource contained in reserve pit excluded due to tailings storage facility capacity constraint.

(7)

Numbers may not add due to rounding.

(8)

We are not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political or other modifying factors that could materially affect the Mineral Resource estimate.

Processing and Recovery Operations

The Pueblo Viejo Mine consists of two open pits: Moore and Monte Negro. Mining operations are undertaken by a conventional truck and shovel method. Mine development began in August 2010 and current mine activity is in the Monte Negro and Moore pits. Commercial production began in January 2013 and the ramp-up to commercial production was achieved on January 1, 2014. Higher grade ore is processed in the early years, while lower grade ore is stockpiled for later processing in order to maximize project economics. The ore stockpiles are classified as high grade, medium grade and low grade material. As at December 31, 2017, the total ore on stockpile was 76.9 million tonnes and will reach the maximum of approximately 103.6 million tonnes by 2021.

The pit stages have been designed to optimize the early extraction of the higher grade ore. Notwithstanding, the driver of the mine schedule is the sulphur blending requirement. Sulphur grade is as important as the gold grade, because the metallurgical aspects of the processing operation, the recoveries achieved, and the processing costs, all strongly depend on a very consistent, low-variability sulphur content in the plant feed. The combination of direct feed and stockpile re-handle is the current short term blending strategy of the Pueblo Viejo Mine.

Potentially acid generating waste rock from the Moore and Monte Negro pits is hauled to the El Llagal tailings area, and is submerged in the tailings facility. The total storage capacity of the tailings storage facility is for 279 million cubic metres of waste material (waste volume). The methodology used by PVDC for pit limit determination, cut-off grade optimization, production sequencing and scheduling, and estimation of equipment/manpower requirements is in line with standard industry practices.

The processing method requires a significant amount of slurry and lime derived from high quality limestone. The limestone tonnage required, with acceptable quality, has been located in the vicinity of the Pueblo Viejo Mine. Ground limestone and lime are required to neutralize acidic liquors and to control the pH in the carbon in leach circuit. The limestone plant consists of primary crushing and screening, grinding, calcining, and lime slaking.

 

- 63 -


The ore processing rate and the nominal plant capacity is set at 24,000 tonnes per day of refractory ore. It consists of the following unit operations: primary crushing; semi-autogenous grinding and ball mill grinding with pebble crushing; pressure oxidization; hot curing; counter-current-decantation washing; iron precipitation; copper sulphide precipitation and recovery; neutralization; solution cooling; lime boiling for silver enhancement; carbon-in-leach circuit; carbon acid washing, stripping and regeneration; electrowinning; refining; cyanide destruction; tailings disposal; tailings effluent and acid rock drainage treatment; and limestone crushing, calcining and lime staking. The processing rate is flexible based on the sulphur content of the ore and will not always achieve 24,000 tonnes per day since the average sulphur grade of the reserves varies.

Gold, silver, and copper are the principal commodities at the Pueblo Viejo Mine and are freely traded at prices that are widely known, so prospects for sale of any production are virtually assured. The Pueblo Viejo Mine is a large modern operation and Barrick and Goldcorp are major international firms with policies and procedures for the letting of contracts. The contracts for smelting and refining are normal contracts for a large producer. There are numerous contracts at the mine including project development contracts to provide services to augment Barrick’s efforts.

Infrastructure, Permitting and Compliance Activities

The tailings storage facility is operating in the El Llagal valley approximately four kilometres south of the plant site and the progressive raising of a large rock-filled dam with an impermeable saprolite core is underway. The tailings storage area will contain all of the process tailings, waste rock and high density sludge precipitate to be generated over the life of the Pueblo Viejo Mine, and runoff water from the design flood event. Additional tailings impoundment capacity will be studied and implemented as required by the resource base, as described in further detail below. In addition to solids storage, each cell in the tailings facility is sized to provide storage for an operating pond and for extreme precipitation events. The Pueblo Viejo Mine is situated in a seismically active area. The design of the dams at site was based on the maximum credible earthquake.

In 2017, Barrick completed an initial scoping-level study for a plant expansion at the Pueblo Viejo Mine that would increase throughput by 50% to 12 million tonnes per year, allowing the Pueblo Viejo Mine to maintain average annual production of 800,000 ounces after 2022 (100% basis). The project involves the addition of a pre-oxidation heap leach pad with a capacity of eight million tonnes per year, a new mill and flotation concentrator with a capacity of four million tonnes per year, and additional tailings capacity. Higher grade ore would be processed through the mill before moving through the flotation and autoclave circuits. Lower-grade ore would be treated on the pre-oxidation pad before moving through the mill and autoclave circuits. This project has the potential to convert approximately seven million ounces of measured and indicated resources to proven and probable reserves (100% basis). Prefeasibility level studies have now been initiated, along with the construction of on-site proof of concept facilities for pre-oxidation and flotation.

The Pueblo Viejo Mine is supplied electric power from two sources via two independent 230 kilovolt transmission circuits. A 218 megawatt Wartsila combined cycle reciprocating engine power plant together with an approximately 140 kilometre transmission line connects the plant to the Pueblo Viejo Mine. The power plant is located near the port city of San Pedro de Macoris on the south coast and will provide the long-term power supply for the Pueblo Viejo Mine. The plant is dual fuel and is currently operated on heavy fuel oil (“ HFO ”) with the capability to convert to natural gas in the future if a supply becomes feasible. The HFO is delivered at an existing HFO off-loading facility in the harbor at San Pedro and transported to the plant by an 8 kilometre fuel pipeline.

The Hatillo and Hondo Reservoirs supply fresh water to the site. Reclaimed water from tailing storage facilities is used as a supplementary water supply under drought and flood situations. The potable water is a treated system. Reclaimed water from the tailings storage facility sites is used as a supplementary water supply under drought and flood situations. Barge-mounted pumps at the larger Hatillo Reservoir pump fresh water to the Hondo Reservoir for make-up purposes. Fresh water is then pumped to a fresh water/fire water tank at the 400 metre level and a freshwater pond, and from there it is distributed throughout the site for process, fire protection, and potable needs.

 

- 64 -


Mine development is designed to treat the majority of surface water that has been impacted by historical mining activity, and to control water quality during mine operation and post closure so that the water released to the receiving environment will meet water quality standards established by the Dominican Republic government and the World Bank. The process treated water is discharged to the Margajita River.

Acid rock drainage studies confirmed that historic mining and current acid rock drainage generation within the mine site had severely impacted the surrounding area. EnviroGold Limited is developing an operation for re-treating Las Lagunas tailings. PVDC also built a water treatment plant larger than would otherwise be required for mining operations. In addition, the Dominican Republic is required under the Special Lease Agreement, in compliance with the applicable Environmental and Social Guidelines and Policies, and at its sole cost and expense, to relocate and pay all indemnification and other compensation due to certain persons with valid claims to land within the Monte Negro Fiscal Reserve. Under the Special Lease Agreement, PVDC and the Dominican Republic, respectively, were required to come into compliance with the historic environmental mitigation and remediation matters for which they are responsible under that agreement by November 2014. PVDC achieved compliance by the deadline. In the second half of 2016, PVDC was contracted to act as an agent of the Dominican Republic government to carry out activities for which the Dominican Republic government is responsible under the Special Lease Agreement pursuant to the Environmental Management Plan of the State (Plan de Administración del Estado). The requisite environmental permits were received in November 2016 to carry out the first stage of the closure plan, which will focus on dewatering, buttressing, and improving the stability of the old Mejita tailings facility. Dewatering of the old Mejita tailings facility commenced in 2017 and a geotechnical investigation is underway with the design stage expected to be completed in the third quarter of 2018. Construction activities for the buttress are planned to commence in late 2018.

PVDC plans to progressively reclaim the mine site as sections of the site become available. The design of the mine closure plan considers a number of interrelated components. Among these are legal and other obligations, closure objectives, environmental and social considerations, technical design criteria, closure assumptions, health and safety hazards, and relinquishment conditions. The overall, long term post-closure land use objective for the site is to return it to a self-sustaining condition suitable to support pre-mining land use activities such as small-scale agriculture, hunting, and artisanal forestry.

In 2005, as updated in 2007, PVDC completed a feasibility study on the Pueblo Viejo Mine. An environmental and social impact assessment (“ ESIA ”) and environmental management plan (“ EMP ”) were approved by the Secretariat of State for the Environment and Natural Resources on December 26, 2006 and the environmental licence No. 0101-06 was issued in January 2007 (the “ Environmental Licence ”). Conditions of the Environmental License include detailed designs for tailings dams, installation of monitoring stations and submission for review of the waste management plan and incineration plant design. Other changes have been submitted to the authorities for additional facilities. The last amendment to the Environmental License was issued on June 29, 2017, which authorized the construction of an emulsion plant.

The Environmental Licence requires a compliance bond that corresponds to 10% of the cost of the Environmental Adjustment and Management Plan (“ PMAA ”) defined for the operational phase. At the end of the operational phase, PVDC will provide the corresponding bond at 10% of the total amount of the PMAA for the closure and post closure phases.

Capital and Operating Costs

Total sustaining capital and operating costs for the major categories over the LOM are extracted from the Pueblo Viejo Report.

 

- 65 -


The processing capital cost estimate of $351.1 million includes infrastructure and TSF construction as the main expenses from 2014 to 2035. The G&A capital cost includes environmental and power capital costs over the LOM. Mine pre-stripping costs have been treated as an operating cost, and mine site exploration capital has been excluded as that capital should be expended against future Mineral Resources.

 

    Area   

Life-of-Mine

($ million)

            
 

Open Pit

   $161.0
 

Processing

   $351.1
 

G&A

   $935.2
 

Total

   $1,447.4

An average overall operating cost over the LOM is comprised of $2.93 per tonne for mining ore, $3.31 per tonne for mining waste, $1.97 per tonne processed for rehandle, $39.45 per tonne for processing, $0.58 per tonne processed for dewatering and an annual cost of $78.9 million for G&A.

 

    Area   

Life-of-Mine

($ per tonne)

            
 

Mining Cost Ore

   $2.93 per tonne mined
 

Mining Cost Waste

   $3.31 per tonne mined
 

Mining Cost Rehandle

   $1.97 per tonne milled
 

Process Cost

   $39.45 per tonne milled
 

Dewatering

   $0.58 per tonne milled

Exploration, Development and Production

In 2018, the Pueblo Viejo mine will be focused on improving operational efficiencies and continuing work on the scoping studies for a plant expansion at the Mine and the addition of a pre-oxidation heap leach pad, followed by a prefeasibility study and onsite in-plant proof of concept testing, including a 100 tonne per hour flotation plant and a 200,000 tonne per annum bio-oxidation leach pad.

At the Pueblo Viejo Mine, our gold production for 2018 is expected to be 415,000 ounces (+/- 5%). See “Risk Factors – Our financial projections rely on estimates of future production and estimates of future production may not be reliable, which could have a negative impact on our future cash flows, business, results of operations and financial condition”.

Cerro Negro Mine, Argentina

The Cerro Negro Mine, wholly-owned by Goldcorp, is an underground operation located in southern Argentina. The scientific and technical information included in the following section has been derived, in part, from the technical report entitled Cerro Negro Operations, Santa Cruz Province, Argentina, NI 43-101 Technical Report dated effective December 31, 2015 (the “ Cerro Negro Report ”), prepared by Andrew Tripp, P.E., Dr. Sally Goodman, P.Geo., Dr. Guillermo Pareja, P.Geo., and Kevin Murray, P.Eng., each of whom is a qualified person under NI 43-101.

 

- 66 -


Project Description, Location and Access

The Cerro Negro Mine is located about 345 kilometres by road southwest of the coastal city of Comodoro Rivadavia. Vehicle access to the property is from the coastal city of Comodoro Rivadavia, which is a 2.5 hour flight south of Buenos Aires. From Comodoro Rivadavia, road vehicle access to the project takes approximately six hours. Road vehicle access is also possible from the west side of the project from the town of Perito Moreno, about a 1.5 hour drive. The commercial airport at Balmaceda, Chile is about a five-hour drive to the west of the project. Within the project, a network of internal gravel roads services the various mines, plant and exploration sites.

The mineral tenure consists of 10 mining leases (minas) totalling 21,548 hectares, and three exploration licences (cateos), covering 5,338.8 hectares. Tenure is held in the name of Oroplata SA (“ Oroplata ”), our wholly-owned Subsidiary. Tenure for minas is indefinite, providing that annual payments are made in February and July each year. A thin, 20 metre wide by 3 kilometre long gap currently exists internal to the tenements and we have initiated the process required to eliminate the gap. The tenements lie on parts of five estancias (farms), respectively Cerro Negro, El Retiro, La Unión, Mariana and Los Tordos. We have access and occupation agreements in force with the owners of La Unión, Los Tordos, Cerro Negro, and El Retiro estancias; these agreements allow us access to ground that we do not control and allow exploration activities to be conducted. We also own significant lands in the Cerro Negro Mine area, totalling approximately 11,100 hectares, which lands overlie the Bajo Negro and Vein Zone deposits and adjacent prospects.

A 3% royalty is payable to the Province of Santa Cruz, subject to certain adjustments. In addition, there is a Provincial Sustainability Fund royalty of up to 2% of gross income, and a Municipality Sustainability Fund royalty of 1% of net earnings.

The Cerro Negro Mine operations hold all required permits to support the current mining operations.

History

Gold mineralization was first recognized in the Cerro Negro Mine area in 1992. Minera Newcrest Argentina S.A. (“ Newcrest ”) undertook a reconnaissance exploration program over the Deseado Massif region in 1993, which identified mineralization at the Eureka, Mariana, El Retiro, Las Margaritas and Vein Zone areas. Newcrest picked up an option over the Silica Cap prospect tenement and applied for additional ground to cover the identified gold anomalous areas.

Newcrest completed geological mapping and sampling in 1995, which identified significant mineralization and identified several anomalous zones. Pegasus Gold International Inc. (“ Pegasus ”) joint-ventured the Eureka-Mariana portion of the Newcrest tenure in 1996, and undertook reverse circulation drilling and conducted trenching at the San Marcos prospect. Due to non-maintenance and Newcrest dropping its option on the Silica Cap claim, the resulting open ground was staked by MIM Argentina Exploraciones (“ MAE ”) in June 1995.

In 1997, Newcrest and MAE entered a joint venture and completed geological mapping at the Eureka, Las Margaritas, and Mariana Sur prospects; a soil geochemistry orientation study and mobile metal ion soil geochemistry survey; portable infrared mineral analyzer analysis of clay alteration minerals in samples from reverse circulation holes; preliminary metallurgical studies; trenching; ground magnetics and dipole-dipole induced polarization geophysical surveys; an airborne radiometric and aeromagnetic geophysical survey; and exploration drilling. Newcrest withdrew from the joint venture in early 1999, and MAE gained 100% control of the Cerro Negro Mine.

Oroplata optioned the Cerro Negro Mine from MAE in 2000. Work completed from 2000 to 2003 consisted of evaluation and ground checking of Landsat and ASTER spectral anomalies, reconnaissance mapping and sampling, and reverse circulation drilling.

 

- 67 -


In December 2003, Andean Resources Limited (“ Andean ”) entered into an agreement with MAE to acquire a 51% interest in the Cerro Negro Mine, and subsequently acquired a 100% interest through the acquisition of Oroplata Pty Ltd., the parent entity of Oroplata. Andean undertook data validation, geological mapping, reconnaissance rock chip sampling, backhoe trenching, gradient-array resistivity, dipole-dipole resistivity, gradient-array chargeability, and ground magnetic surveys, petrographic and mineralogical descriptions, and exploration drilling. Mineral Resource estimates were undertaken in each year from 2005 to 2010. A pre-feasibility study was completed in 2008, and a feasibility study was completed in 2010.

Since our acquisition of the Cerro Negro Mine in December 2010, we have completed further drilling, which identified significant additional mineralization at the Mariana Central, Mariana Norte, San Marcos deposits and their extensions, an updated feasibility study in 2011 and completed mine construction. The Cerro Negro Mine achieved commercial production on January 1, 2015.

Geological Setting, Mineralization and Deposit Types

The Cerro Negro gold-silver veins are located near the northwestern margin of the Deseado Massif, a 60,000 square kilometre rigid crustal block in southern Argentina bounded to the north by the Río Deseado, to the south by the Río Chico, to the east by the Atlantic coast, and to the west by the Andean Cordillera.

A late Triassic to late Cretaceous (230–65 Ma) extensional phase, linked to the opening of the South Atlantic Ocean, triggered extensive Mesozoic and Cenozoic magmatism throughout the massif. Magmatic activity commenced in the early Jurassic, with the intrusion of granitoids and eruption of coeval pyroclastic and epiclastic volcanic rocks. Andesitic to rhyolitic volcanism continued through the mid- to late Jurassic, culminating in the deposition of epiclastic sediments in the early Cretaceous.

Basaltic volcanism commenced in the Cretaceous and continued throughout the Cenozoic; volcaniclastic sediments were deposited and tuffs were erupted in the early Tertiary. These units are overlain by extensive Pleistocene fluvial gravel terraces.

Deposits within the Cerro Negro Mine operations are low-sulphidation, epithermal gold–silver vein deposits. The known deposits and prospects at Cerro Negro are distributed along and east of a volcanic–subvolcanic complex flanked and overlain by a series of rhyolite domes. The eruptive products of the rhyolite domes form an ignimbrite apron, which post-dates the mineralization and forms extensive outcrops north and south of the volcanic–subvolcanic complex. These post-mineralization ignimbrites have preserved the epithermal systems, as well as lacustrine sediments, travertine and sinter deposited at the Late Jurassic paleo-surface.

Vein mineralogy depends on the location of veins relative to the Eureka Volcanic-Subvolcanic Complex. Veins within the Complex (Eureka, San Marcos and the Marianas) contain higher silver and gold grades, and the Eureka veins contain abundant adularia and ginguro-style banding. Veins outside the dome and hosted by the Cerro Negro Ignimbrite (Bajo Negro and Vein Zone) contain lower silver grades, coarse pyrite rather than fine sulphides in ginguro bands, and a higher percentage of chalcedony and less adularia and carbonate in the gangue.

Vein textures typical of low-sulphidation epithermal systems include colloform and crustiform banding, cockade, and manganese/iron-oxide matrix breccias. At deeper levels, alternating colloform bands of quartz and adularia are developed, and bonanza gold-silver grades may be associated with dark, fine-grained ginguro sulphide bands.

Exploration

Exploration has been performed by a number of companies, including Newcrest, Pegasus, MAE, Oroplata and Andean. We acquired 100% of the Cerro Negro project in December 2010 in connection our acquisition of Andean.

 

- 68 -


Work completed includes geological mapping, surface rock sampling, reverse circulation and core drilling, metallurgical testwork, mineral resource and mineral reserve estimation, and engineering and design studies. Andean completed a preliminary assessment, a pre-feasibility study, and a feasibility study on the project.    

Drilling

Surface drilling completed in the Cerro Negro Operations area to December 31, 2017 comprises 323 reverse circulation drill holes, 242 combined RC/DDH drill holes and 2,175 core holes (approximately 99,000 metres of RC and 720,000 metres of DDH). Drilling was undertaken by Pegasus, MAE, Oroplata, Andean and Goldcorp, with the majority of the drilling being by Andean and Goldcorp.

No information is available on the Pegasus logging protocols; however, logged geological information has been spot checked where possible and those data are used for geological modeling. For the MAE drilling, core was logged, photographed, and cut on site. During the Oroplata drill programs, chips were logged at the completion of each hole with results recorded in the field on handwritten log sheets and later transferred to a computer format. Prior to the use of geological logging software, core was logged initially on log sheets designed by Andean personnel. In about 2008, DH Logger (a Datamine product) was implemented and used for digital logging of core. Logging data were entered directly into DH Logger. In addition, geotechnical logging was performed. Core recovery and rock quality designation data are routinely collected. All drill core from the Andean programs has been photographed. We continue to utilize DH Logger and logs the same geological features as were logged by Andean.

Collar locations of holes drilled by prior operators were determined by a licensed surveyor using differential GPS instruments. Contracted surveyors have been used from time to time. From 2009 to 2010, the surveyor was an employee of Andean and reported collar locations to the nearest millimetre using a differential GPS unit. Since 2011, surface collar locations and other surface features were determined by our employees using differential GPS. Various Trimble instruments were used. Underground surveys are performed using total station instruments. Some collars are manually measured from points set using total station instruments.

No downhole surveys are available for the Pegasus drilling. Surveys for the MAE and Oroplata drilling were provided in a database, but have no supporting documentation. Andean completed downhole surveys using an Eastman camera for holes drilled up to July 2007, a Reflex system tool for drill holes drilled between July 2007 and September 2008, and a gyroscopic system for holes drilled in 2009 and 2010. We perform downhole surveys of exploration holes with a Reflex Gyro on 10 metre intervals. Infill drilling from underground stations are surveyed using either a Reflex Gyro or a Reflex EZ-TRAC on 3 metre intervals.

Overall, recovery for core samples averaged 93% with 80% of the intervals reporting >95% recovery. Recovery in the veins frequently suffers because of the intense fracturing in the core. Review of the data indicates that there is likely no significant grade/recovery relationship for recoveries ³ 30%.

Pegasus and Oroplata reverse circulation drill holes were sampled every metre. During the MAE programs, sampling was carried out every two metres. All reverse circulation holes drilled by Andean have been sampled every metre, with the exception of the first hole drilled at Vein Zone which was sampled every two metres. We generally do not perform reverse circulation drilling.

During the MAE programs, core was split in half using a diamond saw and was sampled over one metre intervals unless a different interval was required because of the geology. During the Andean programs, core samples collected for analysis were typically one metre in length, but ranged from 20 centimetres to three metres. Our exploration sampling protocols call for samples to be between 0.5 and two metres in length. Samples within the vein are typically one metre or less and are often based on differing vein textures. Samples adjacent to the mineralized zones may be up to two metres. Sampling protocols for our underground infill samples are to collect samples between 0.3 metres and one metre in both un-mineralized and mineralized rock.

 

- 69 -


The quantity and quality of the lithological, geotechnical, collar, and down-hole survey data collected during the Andean and Goldcorp exploration and infill drill programs are sufficient to support Mineral Resource and Mineral Reserve estimation.

Sampling, Analysis and Data Verification

Several independent, primary assay laboratories have been used for routine analyses of surface drilling samples over the Project history, and include SGS Laboratories, Bondar Clegg Laboratories (now ALS Chemex), Alex Stewart Assayers Argentina SA (“ Alex Stewart ”), and Acme Laboratories (now Bureau Veritas). Laboratories are certified and independent of Goldcorp.

In mid-2010, sample preparation was moved to the project site using an onsite laboratory staffed by two Acme employees who were assisted by two of our employees. Onsite preparation ceased in 2013 and is once again carried out at Acme’s Mendoza laboratory.

From June 2013 until December 2016 all underground drill and mine samples were assayed for gold and silver at the on-site laboratory located at Eureka Camp. The on-site laboratory obtained ISO 9001:2008 certification in June 2013 and is not independent.

Beginning in January 2016, all underground diamond drill and mine production samples have been prepared and assayed at Alex Stewart’s Perito Moreno facility. This laboratory is independent and is ISO 9001:2008 and ISO 14001:2004 certified. Plant samples will continue to be analyzed on site. Since mid-2017, samples are first being analyzed by Alex Stewart in Perito Moreno, and then on to Medoza for ICP analysis. Approximately 10% of the samples are sent to a second laboratory, Bureau Veritas, for quality control.

The sample preparation method typically consists of drying, pulverizing and splitting to generate a 200 gram pulp for assay. The pulverization standard has varied from 85% passing -200 mesh to 95% passing 150 mesh. The underground pulverization standard is 90% -140 mesh. At the Eureka Camp on-site laboratory and the Alex Stewart laboratory in Perito Moreno, samples are analyzed using a 50 gram fire assay to determine gold and silver values.

Assay procedures by Alex Stewart for the initial Andean drill programs included fire assay on a 50 gram sample using an atomic absorption finish, and a 34 element inductively-coupled plasma package. Samples assaying >10 g/t gold were re-assayed using a gravimetric finish.

From the last Andean drilling phase onwards through our programs to present, Acme has analyzed for gold by fire assay with an atomic absorption finish, for silver by aqua regia digestion with an atomic absorption finish, and aqua regia digestion inductively-coupled plasma /mass spectrometry analysis for a multi element suite. Gold results of >10 g/t and silver results of >100 g/t are re-assayed using a fire assay with a gravimetric finish.

QA/QC measures for Andean and Goldcorp programs include the insertion of blanks, duplicates, and both site-specific and commercially available standards. There has been a strong program of check assaying at Cerro Negro with just over 5% of all samples from 2009 to 2013 originally assayed at Acme being submitted for re-assay to ALS Chemex.

All preparation and handling of samples at the Cerro Negro Project site is done by our workforce, and prior to that, by Andean employees. No information regarding sample security for programs prior to those of Andean is available.

During the Andean programs, samples were placed in steel-wire-reinforced plastic bins and held on-site until a sufficient number of samples have been collected for a shipment. Weekly, a private trucking company transported the samples directly to the Acme preparation laboratory in Mendoza, Argentina. The plastic bins were covered with an impermeable tarpaulin that was only removed upon arrival to the laboratory. After delivery the samples were within Acme’s control and they were responsible for shipping them to the Santiago analytical facility.

 

- 70 -


Currently, we place five samples in larger plastic bags or burlap sacks that are then securely closed. Shipments of samples are collected from site by an Acme truck whenever a batch of 500 or more samples is ready and transported to the sample preparation laboratory in Mendoza, Argentina. Acme is responsible for delivering the prepared pulps to the Santiago analytical laboratory.

The most recent external data verification review was performed in 2014 and reported on an audit of the project database. The data in the Cerro Negro database for the Bajo Negro, Mariana Central, Mariana Norte, San Marcos and Vein Zone vein systems and other exploration targets were found to be exceptionally free of errors. Errors that were identified were not material and were easily able to be investigated and corrected. The data are of very good quality, reliable and can be depended on for resource estimation.

The review investigated QA/QC results from surface exploration and underground infill drilling programs and concluded:

 

   

Results indicate that the analytical procedures employed by the analytical laboratories are generally reliable and repeatable;

   

Accuracy and precision are acceptable;

   

Analyses of standards and duplicates indicate that there are no significant biases to suggest over or under-reporting of assay values; and

   

The QA/QC protocols we used are in keeping with best industry practices and adequate to support Mineral Resource estimation and mine planning.

The quality of the analytical data is sufficiently reliable to support Mineral Resource and Mineral Reserve estimation and that sampling, analysis, and security are generally performed in accordance with exploration best practices and industry standards.

A number of data verification programs and audits have been performed over Cerro Negro’s history, primarily in support of technical reports, but also to verify that data collected were sufficiently reliable for the purposes of Mineral Resource and Mineral Reserve estimation.

Mineral Reserve and Mineral Resource Estimates

The following table sets forth the Mineral Reserve estimation for the Cerro Negro Mine effective June 30, 2017:

Proven and Probable Mineral Reserves (1)(2)(3)(4)(5)(6)(7)(8)

         Grade   Contained Metal
Category   

Tonnes

(millions)

 

Gold

       (grams per      
tonne)

 

Silver

       (grams per      
tonne)

 

Gold

       (millions of      
ounces)

  

Silver

     (millions of    
ounces)

Proven

   4.46   8.79   75.52   1.26    10.83

Probable

   12.67   8.85   61.02   3.60    24.86

Proven + Probable

   17.13   8.83   64.80   4.86    35.69

 

(1)

The Mineral Reserves for the Cerro Negro Mine set out in the table above have been reviewed and approved by Ivan Mullany, FAusIMM, Senior Vice President, Technical Services at Goldcorp, and a qualified person under NI 43-101.

(2)

The Mineral Reserves are classified as Proven and Probable, and are based on the CIM Definition Standards.

(3)

Mineral Reserves are estimated based on a gold price of $1,200 per ounce and a silver price of $18.00 per ounce.

(4)

For underground estimates, a cut-off grade ranging from 5.11 to 5.40 g/t gold equivalent is used as an economic indicator only, and is dependent upon deposit location. Operating costs used for cut-off grade derivation range from $176.00 per tonne for underground mining (mining $77.71 per tonne; processing $52.00 per tonne; G&A $67.63 per tonne) to $31.00 per tonne for surface mining (mining $6 per tonne, processing $25 per tonne, G&A $21 per ounce). The Vein Zone cut-off grade is 0.97 g/t gold equivalent.

(5)

The estimated gold metallurgical recovery rate is 95% for Eureka, Mariana Central and Mariana Central SE / Emilia deposits, and 90% for Mariana Norte, Mariana Norte Este Beta, San Marcos, Bajo Negro and Vein Zone deposits.

 

- 71 -


 

Silver metallurgical recovery is estimated at 83% for Eureka, Mariana Central, and Mariana Central SE / Emilia deposits; 75% for San Marcos and Bajo Negro deposits, 70% for Mariana Norte and Mariana Norte Este Beta deposits, and 60% for the Vein Zone deposit.

(6)

Underground mining dilution assumes a minimum mining width of 4.5 metre and a minimum 1.25 metre overbreak on each stope sidewall depending upon zone, and dilution grade estimated from the block model.    Open pit mining dilution is taken into account through the chosen block size which represents the expected SMU.

(7)

Underground Mineral Reserves take into account a 95% mining recovery and open pit mining 100% recovery.

(8)

Tonnages and ounces are rounded to the nearest 10,000 tonnes and 10,000 ounces respectively, grades are rounded to two decimal places; numbers may not add due to rounding.

We believe that the major risk factors that can affect the Mineral Reserves estimates are: exchange rate assumptions, capital and operating cost assumptions, royalties and taxes, geotechnical stability, dilution assumptions, environmental and permitting status, and maintaining a social license to operate.

 

- 72 -


The following table sets forth the Mineral Resource estimations for the Cerro Negro Mine effective June 30, 2017:

Measured, Indicated and Inferred Mineral Resources (1)(2)(3)(4)(5)(6)(7)(8)(9)

(excluding Proven and Probable Mineral Reserves)

        Grade   Contained Metal

 

Category

 

    Tonnes    

(million)

 

Gold

     (grams per    

tonne)

 

Silver

     (grams per     

tonne)

 

Gold

     (millions of     

ounces)

 

Silver

(millions

     of ounces)     

Measured

  0.99   5.82   59.15   0.18   1.88

Indicated

  5.27   5.86   43.01   0.99   7.29

Measured + Indicated

  6.26   5.85   45.55   1.18   9.17

Inferred

  0.88   5.03   29.98   0.14   0.85

 

(1)

The Mineral Resources for the Cerro Negro Mine set out in the table above have been reviewed and approved by Ivan Mullany, FAusIMM, Senior Vice President, Technical Services at Goldcorp, and a qualified person under NI 43-101. The Mineral Resources are classified as Measured, Indicated and Inferred, and are based on the CIM Definition Standards.

(2)

All Mineral Resources are reported exclusive of those Mineral Resources that were converted to Mineral Reserves and do not include dilution.

(3)

Mineral Resources are not known with the same degree of certainty as Mineral Reserves and do not have demonstrated economic viability.

(4)

Mineral Resources are reported at a gold price of $1,400 per ounce, a silver price of $20 per ounce. Mineral Resources are defined within Lerchs–Grossmann pit shells or have been confined using appropriate underground mining constraints.

(5)

The cut-off grade for the Vein Zone open pit is 0.82 g/t gold equivalent. The cut-off grade for the underground deposits ranges from 4.38 to 4.63 g/t gold equivalent. For equivalency purposes a gold:silver ratio of one ounce of gold to between 80.12 and 84.00 ounces of silver is used for the underground deposits, depending on the deposit; a gold:silver ratio of one ounce of gold to 105 ounces of silver is used for the Vein Zone open pit deposit. Operating costs used for cut-off grade derivation for the underground deposits are $176.34 per tonne (mining $77.71 per tonne; processing $31.00 per tonne; G&A $67.63 per tonne). Operating costs used for cut-off grade calculations for the Vein Zone open pit comprise $6 per tonne mining cost, $25 per tonne processing cost, and $21 per ounce G&A costs.

(6)

The estimated gold metallurgical recovery rate is 95% for Eureka, Mariana Central and Mariana Central SE/Emilia deposits, and 90% for Mariana Norte, Mariana Norte Este Beta, San Marcos, Bajo Negro and Vein Zone deposits. Silver metallurgical recovery is estimated at 83% for Eureka, Mariana Central, and Mariana Central SE/Emilia deposits; 75% for San Marcos and Bajo Negro deposits, 70% for Mariana Norte and Mariana Norte Este Beta deposits, and 60% for the Vein Zone deposit.

(7)

Tonnages and ounces are rounded to the nearest 10,000 tonnes and 10,000 ounces respectively, grades are rounded to two decimal places.

(8)

Rounding as required by reporting guidelines may result in apparent summation differences between tonnes, grade and contained metal content.

(9)

Tonnage and grade measurements are in metric units. Contained gold and silver ounces are reported as troy ounces.

Factors that may affect the estimates include metal prices and exchange rate assumptions; assumptions which are to constrain Mineral Resources, including mining, processing and general and administrative costs, metal recoveries, geotechnical and hydrogeological assumptions; and assumptions that the operation will maintain the social licence to operate.

Mining Operations

With the exception of the Vein Zone, all deposits will be mined by underground mining methods.

A combination of transverse and longitudinal long-hole sublevel stoping methods with cemented rock backfill are currently being used at the Eureka and Mariana Central mines. The determination of which method is used is made based on geometries and the rock quality. Generally, transverse stoping is used in wider ore zones and areas where high grades along the contact require parallel drilling. Longitudinal stoping is used whenever practical in narrower zones to reduce development requirements. In certain areas, a modified Avoca mining method is used, which constitutes a longitudinal long-hole method with a rolling backfill front following the mining of ore in a single direction along strike. These methods are planned to be used to mine the other underground deposits at Cerro Negro Mine.

Ore extraction is carried out by load–haul–dump vehicles with capacities ranging from 4.0 cubic metres to 5.4 cubic metres. These units muck the ore from the stopes and haul it to a temporary stockpile located in the haulage drift or directly to trucks. Then the ore is loaded into trucks with capacities between 33

 

- 73 -


tonnes and 40 tonnes to be hauled to the surface and dumped, depending on grade, into high-, medium-, low- or marginal-grade stockpiles. The ore is then transported to the plant in haul trucks with capacities of 35 tonnes to 40 tonnes.

The mine plan for the Vein Zone deposit considers a two-phase open pit operation, in order to allow quicker access to ore and a smoother ore flow and stripping ratio over the life of the pit. Both phases will be mined concurrently with the underground mines. The Vein Zone will be mined using standard open pit mining methods using drilling, blasting, loading and hauling operations at a scale suitable for selective ore mining.

Surface mining is not planned in 2018 and Cerro Negro Mine will continue to evaluate potential surface mining opportunities to provide a supplemental source of additional mill feed.

The mine plan includes maintaining a stockpile of ore on the run-of-mine pad near the crusher. At June 30, 2017, the surface ore stockpile consisted of approximately 38,000 tonnes.

Waste storage has been designed for Eureka, Baja Negro, Mariana Norte, Mariana Central and San Marcos. During backfilling, the waste stockpiles will be totally consumed. Waste from Vein Zone’s LOM will be stored in a single waste dump. We are not aware of any significant environmental, social or permitting issues that would prevent continued exploitation of the Cerro Negro Mine deposits.

Processing and Recovery Operations

The Cerro Negro processing plant consists of conventional metallurgical technology suitable for the style of ore mineralization. The process plant and associated service facilities process run-of-mine ore delivered to the primary crusher. The process encompasses crushing and grinding of the run-of-mine ore, agitated leaching, counter-current decantation, solution clarification, zinc precipitation and smelting to produce gold/silver bars that are shipped to a refinery for further processing. The counter-current decantation tailings are washed to recover cyanide prior to being detoxified and pumped to the tailings storage facility. The plant commenced initial feed on July 5, 2014 and first gold was poured on July 25, 2014. The plant is expected to process 4,000 metric tonnes per day once the mines have ramped-up to full production capacity.

LOM production as of December 31, 2017 was 3.17 million tonnes processed at 13.6 g/t gold and 146 g/t silver. Approximately 1.32 million ounces of gold and 12.7 million ounces of silver have been poured over the LOM as of December 31, 2017. This only includes production after commencement of commercial production on January 1, 2015.

The Cerro Negro Mine produces and sells gold and silver doré to generate revenue. Cerro Negro Mine’s bullion is sold on the spot market at prices fixed by the London Bullion Market Association.

Infrastructure, Permitting and Compliance Activities

Water for potable and industrial use at Cerro Negro Mine is supplied from bored wells at various locations. Permanent power from the national grid was achieved on February 2, 2015. The Cerro Negro Mine has no formal settlements within its boundaries and the closest towns are Perito Moreno (population 4,200), located approximately 75 kilometres by road, and Las Heras (population 12,206), which is located 107 kilometres to the northeast and can provide basic services. Most supplies and services are sourced from Caleta Olivia, Comodoro Rivadavia or Buenos Aires. There is an available workforce that requires continuous training.

All required Argentine State and Federal permits have been obtained. Compliance with the permits is closely monitored by our workforce and government personnel. Applications for new permits are submitted in a timely manner to ensure no stoppages because of the lack of permits.

 

- 74 -


Environmental baseline studies and on-going environmental monitoring exceed the minimum requirements of the applicable regulatory agencies. Reporting is current and in accordance with Argentine law.

Capital and Operating Costs

Capital cost estimates are based on the latest mine construction data, budgetary figures and quotes provided by suppliers. Capital cost estimates include funding for infrastructure, mobile equipment, development and permitting, and miscellaneous costs. Infrastructure requirements were incorporated into the estimates as needed. Sustaining capital costs reflect current price trends. Capital cost estimates are based on the 2018 LOM budget.

 

    Area   

Life-of-Mine

($ million)

            
 

 

Sustaining

   $488
 

 

Expansionary

   $328
 

Total

   $816

Operating cost estimates are based on the 2018 LOM budget, which includes estimates from first principles for major items and allowances or estimates for minor costs. The estimated average annual operating cost is $173 per tonne once the operations reach steady-state production. This consists of $29 per tonne for processing, $74 per tonne for mining, $69 per tonne for general and administrative costs, and $1 per tonne for other costs. Inflation of future capital and operating costs in local currency is expected to be partially offset by devaluation of the local currency with respect to the US$.

 

    Area   

Life-of-Mine

($ per tonne)

            
 

Process Plant

   $29.00
 

 

Mining Operations

   $74.00
 

 

G&A & Other

   $70.00
 

Total

   $173.00

Exploration, Development and Production

Significant exploration potential remains within the Cerro Negro Mine Property. Regionally, the low-sulphidation epithermal gold–silver-bearing quartz veins occur in two clusters. Significant potential exists to increase the known mineralization of the West Cluster (between San Marcos and Eureka Vein) by continued drilling of the currently known gold–silver quartz veins. Known veins in the East Cluster (Vein Zone – Silica Cap – Bajo Negro) are also been explored by drilling.

Continued geologic mapping and prospecting between the East and West clusters in the central portion of the property will be focused on extending mineralized zones beneath relatively thin post-mineral cover dominated by alluvium and lacustrine sedimentary units. The veins for which Mineral Resources have been estimated to date are still expected to have potential for expansion either along strike or down dip.

At the Cerro Negro Mine, gold production for 2018 is expected to be approximately 490,000 ounces (+/- 5%). See “Risk Factors – Our financial projections rely on estimates of future production and estimates of future production may not be reliable, which could have a negative impact on our future cash flows, business, results of operations and financial condition” and “Risk Factors – Recently opened mines may never reach full production, which would have an adverse effect on our cash flows and results of operations”.

 

- 75 -


RISK FACTORS

Our business is the acquisition, exploration, development and operation of mining properties. Due to the high-risk nature of our business, our operations are speculative. The risk factors described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. These risk factors could materially affect our future operating results and could cause actual events to differ materially from those described in our forward-looking statements.

Mining operations generally involve a high degree of risk that cannot be eliminated, which can adversely impact our profitability and financial performance.

Our operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of gold, silver, zinc, copper and lead including unusual and unexpected geologic formations, seismic activity, rock bursts, rock slides, ground or stope instabilities or failures, cave-ins, mechanical failures, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Mining and milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas which may result in environmental pollution and consequent liability.

Our business is largely concentrated in a single industry and, as a result, our business may be negatively impacted by fluctuations in the gold mining industry generally.

We are concentrated in the gold mining industry, and as such, our profitability will be sensitive to changes in, and our performance will depend to a greater extent on, the overall condition of the gold mining industry. We may be susceptible to an increased risk of loss, including losses due to adverse occurrences affecting us more than the market as a whole, as a result of the fact that our operations are concentrated in the gold mining sector.

Decreases in commodity prices could render our business no longer economically viable.

The majority of our revenues are derived from the sale of gold, silver and zinc, and to a lesser extent, copper and lead. The price of our Common Shares, our financial results and exploration, and our development and mining activities in the future may be materially adversely affected by declines in the price of gold, silver, zinc, copper and lead. Gold, silver, zinc, copper and lead prices fluctuate widely and are affected by numerous factors beyond our control, such as the sale or purchase of metals by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major metals-producing and metals-consuming countries throughout the world. The prices of gold, silver, zinc, copper and lead have fluctuated widely in recent years, and future price declines could cause continued development of and commercial production from our properties to be uneconomic. Depending on the price of gold, silver, zinc, copper and lead, cash flow from mining operations may not be sufficient and we could be forced to discontinue production and may lose our interest in, or may be forced to sell, some of our properties. Future production from our mining properties is dependent on gold, silver, zinc, copper and lead prices that are adequate to make these properties economically viable.

Decreases in commodity prices could negatively impact our Mineral Reserve calculations and, therefore, our results of operations.

If our Mineral Reserve calculations and life-of-mine plans are required to be revised using significantly lower gold, silver, zinc, copper and lead prices, as a result of a decrease in commodity prices, this could result in material write-downs of our investment in mining properties and increased amortization, reclamation and closure charges.

 

- 76 -


Decreases in commodity prices could impact the feasibility of our projects.

Declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

Our financial projections rely on estimates of future production and estimates of future production may not be reliable, which could have a negative impact on our future cash flows, business, results of operations and financial condition.

We prepare estimates and projections of our future production. Any such information is forward-looking and no assurance can be given that such estimates will be achieved. These estimates are based on existing mine plans and other assumptions which change from time to time, including the availability, accessibility, sufficiency and quality of ore, our costs of production, our ability to sustain and increase production levels, the sufficiency of our infrastructure, the performance of our workforce and equipment, our ability to maintain and obtain mining interests and permits and our compliance with existing and future laws and regulations. Our actual production may vary from estimates for a variety of reasons, including: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors relating to the ore reserves, such as the need for sequential development of orebodies and the processing of new or different ore grades; revisions to mine plans; unusual or unexpected orebody formations; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods, and earthquakes; and unexpected labour shortages, strikes, local community opposition or blockades. Failure to achieve the estimated forecasts could have an adverse impact on our future cash flows, business, results of operations and financial condition.

It is impossible to ensure that the exploration or development programs planned by us or any of our joint venture partners will result in a profitable commercial mining operation.

The exploration for and development of mineral deposits also involves significant risks. Few properties that are explored are ultimately developed into producing mines. Major expenses are typically required to locate and establish Mineral Reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Our ability to maintain, or increase, our annual production of gold, silver, zinc, copper and lead depends in significant part on our ability to bring these projects into production and to expand existing mines. We utilize the operating history of our existing mines to derive estimates of future operating costs and capital requirements, but such estimates may differ materially from actual operating results at new mines or at expansions of existing mines.

Whether a mineral deposit will be commercially viable depends on a number of factors, which include, among other things, the following:

 

  ·  

the interpretation of geological data obtained from drill holes and other sampling techniques;

  ·  

feasibility studies (which include estimates of cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed);

  ·  

the particular attributes of the deposit, such as size, grade and metallurgy; expected recovery rates of metals from the ore;

  ·  

proximity to infrastructure and labour; the ability to acquire and access land; the availability and cost of water and power; anticipated climatic conditions;

  ·  

cyclical metal prices; fluctuations in inflation and currency exchange rates;

  ·  

higher input commodity and labour costs; and

  ·  

government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.

 

- 77 -


Some of our development projects are also subject to the successful completion of final feasibility studies, issuance of necessary permits and other governmental approvals and receipt of adequate financing. The exact effect of these factors cannot be accurately predicted, but the combination of any of these factors may adversely affect our business.

The actual operating results of our development projects may differ materially from those anticipated, and uncertainties related to operations are even greater in the case of development projects. Future development activities may not result in the expansion or replacement of current production with new production, or one or more of these new projects may be less profitable than currently anticipated or may not be profitable at all, any of which could have a material adverse effect on our results of operations and financial position.

We may be unable to maintain or increase our annual production of gold, silver, zinc, copper and lead.

Although our activities are primarily directed towards mining operations, our activities also include the exploration for, and development of, mineral deposits. We must continually explore to replace and expand our Mineral Reserves and Mineral Resources as our mines produce gold, silver, zinc, copper and lead. Our ability to maintain or increase our annual production of gold, silver, zinc, copper and lead depends in significant part on our ability to find new Mineral Reserves and Mineral Resources, to bring new mines into production, and to expand Mineral Reserves and Mineral Resources at existing mines. We can provide no assurance that we will be able to maintain or increase our annual production, bring new mines into production or expand the Mineral Reserves and Mineral Resources at our existing mines.

The viability and profitability of our business are exposed to risk as a result of the political uncertainties inherent in some of the foreign jurisdictions in which we operate.

The majority of our foreign operations are conducted in Mexico, Argentina, the Dominican Republic and Chile, and, as such, our operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to:

 

  ·  

terrorism;

  ·  

hostage taking;

  ·  

military repression;

  ·  

expropriation;

  ·  

extreme fluctuations in currency exchange rates;

  ·  

high rates of inflation;

  ·  

labour unrest;

  ·  

the risks of war or civil unrest;

  ·  

renegotiation or nullification of existing concessions, licenses, permits and contracts; ability of governments to unilaterally alter agreements; government imposed supply laws, including laws establishing, among other things, profit margins, production quotas, maximum and minimum price levels and the ability to confiscate merchandise in certain circumstances;

  ·  

surface land access issues;

  ·  

illegal mining;

  ·  

changes in taxation policies, practices, regulations and laws;

  ·  

restrictions on foreign exchange and repatriation; and

  ·  

changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

The occurrence of mining regime changes in both developed and developing countries adds uncertainties that cannot be accurately predicted and any future material adverse changes in government policies or legislation in the jurisdictions in which we operate that affect foreign ownership, mineral exploration, development or mining activities, may affect our viability and profitability.

 

- 78 -


Our operations are subject to economic uncertainties as a result of our foreign operations.

As governments continue to struggle with deficits and concerns over the effects of depressed economies, the mining and metals sector has been targeted to raise revenue. Governments are continually assessing the fiscal terms of the economic rent for a mining company to exploit resources in their countries. Numerous countries, including, but not limited to, Argentina, Australia, Brazil, Chile, the Dominican Republic, Guatemala, Honduras, Mexico and Venezuela, have implemented changes to their respective mining regimes that reflect increased government control or participation in the mining sector, including, but not limited to, changes of law affecting foreign ownership and takeovers, mandatory government participation, taxation and royalties, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, as well as requirements for local goods, supplies and employment of local and community staff or contractors or other benefits to be provided to local residents. The occurrence of the various factors and uncertainties related to the economic risks of operating in foreign jurisdictions cannot be accurately predicted and could have a material adverse effect on our operations or profitability.

Our operations in multiple tax jurisdictions increase our susceptibility to sudden tax changes, which can have a material adverse effect on our profitability.

The introduction of new tax laws, regulations or rules, or changes to, or differing interpretation of, or application of, existing tax laws, regulations or rules in Canada, Barbados, Switzerland, Mexico, Argentina, the Dominican Republic and Chile or any of the countries in which our operations or business is located, could result in an increase in our taxes, or other governmental charges, duties or impositions, or an unreasonable delay in the refund of certain taxes owing to us. No assurance can be given that new tax laws, rules or regulations will not be enacted or that existing tax laws will not be changed, interpreted or applied in a manner that could result in our profits being subject to additional taxation, result in us not recovering certain taxes on a timely basis or at all, or that could otherwise have a material adverse effect on us.

Changes in mining or investment policies or shifts in political attitude in Canada, Mexico, Argentina, the Dominican Republic, Chile, Barbados or Switzerland may adversely affect our operations or profitability.

Operations may be affected to varying degrees by government regulations with respect to, but not limited to: restrictions on production; price controls; export controls; import restrictions, such as restrictions applicable to, among other things, equipment, services and supplies; currency remittance; income taxes; expropriation of property; foreign investment; maintenance of mineral claims; environmental legislation; land use; surface land access; land claims of local people; water use; and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as partners with carried or other interests and may adversely affect our operations or profitability.

Failure to achieve estimates or material increases in costs could have an adverse impact on our future cash flows, business, results of operations and financial condition.

We prepare budgets and estimates of cash costs and capital costs of production for each of our operations and our main costs relate to material costs, workforce and contractor costs, energy costs and closure and reclamation costs. As a result of the substantial expenditures involved in the development of mineral projects and the fluctuation of costs over time, development projects and operating mines may be prone to material cost overruns. Our actual costs may vary from estimates for a variety of reasons, including: short-term operating factors; revisions to mine plans; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods, and earthquakes;

 

- 79 -


and unexpected labour issues, labour shortages, strikes or community blockades. Operational costs may also be affected by a variety of factors, including: changing waste-to-ore ratios, ore grade metallurgy, labour costs, cost of commodities, general inflationary pressures and currency exchange rates. Many of these factors are beyond our control.

Furthermore, delays in the construction and commissioning of mining projects or other technical difficulties may result in even further capital expenditures being required. Any delay in the development of a project, or cost overruns or operational difficulties once the project is fully developed, may have a material adverse effect on our business, results of operations and financial condition.

Recently opened mines may never reach full production, which would have an adverse effect on our cash flows and results of operations.

Our recently opened mines that commenced commercial production in 2015, the Cerro Negro Mine and the Éléonore Mine, are subject to risks associated with new mine development, including delays in existing operations, a change in the Mineral Reserve or Mineral Resource estimates arising from enhanced understanding of the geological complexity of an ore body and the overall geological model of the deposit and unanticipated costs. We are continually reviewing these operations with the goal of optimizing operational performance, right sizing the business model and improving the return on our investment, including: drilling programs to better define the geological complexity of an ore body and the overall geological model of the deposit; optimization of the life of mine geotechnical stoping sequence to minimize geotechnical stresses, improve mining dilution, productivity and employee safety; enhancing the reliability of the Mineral Resource model and classification parameters to more accurately reflect the geological complexity observed to date in some zones of the deposit; optimization of a variety of mining methods and stope geometries to provide greater versatility to productive mining; and rationalizing the direct operating, administration and capital costs to right size all components of the operation to an optimized life of mine strategy. As a result of continuous reviews, there may be reclassification of Mineral Reserves and Mineral Resources, which could adversely affect our results of operations.

Our production forecasts are based on full production being achieved at all our mines based on the current mine plan, including the mines that commenced commercial production in 2015, and our ability to achieve and maintain full production rates at these mines is subject to a number of risks and uncertainties. Production from these mines may be lower than anticipated if the anticipated full production rate cannot be achieved which may adversely affect our cash flows and results of operations.

Changes in laws could adversely affect our results of operations.

Our mining, processing, development and mineral exploration activities are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a material adverse impact on us. In addition, changes to laws regarding mining royalties or taxes, or other elements of a country’s fiscal regime, may adversely affect our costs of operations and financial results.

We do not have direct ownership or possession rights to use the surface of the lands for our Mexican mining operations.

Article 27 of the Mexican Constitution and subsequent legislation established the “ejido” and communal landholding as forms of land tenure in Mexico. Ejidos are structured as communities or townships with internal administration and surveillance boards. Ejido property is land granted by the Mexican government to individuals for agricultural and ranching purposes that may exist either for the exclusive use of an individual beneficiary (the “parcels”), or for the common benefit of the Ejido (the “communal land”), both subject to the Mexican Agrarian Law. There are more than 18 ejido communities in the vicinity of our Mexican mining operations and ejido lands cover most of the lands used by us for our current mining operations at our Peñasquito Mine. We enter into temporary occupation agreements ranging from five to 30 years with the ejido communities, which allow us to use the surface of the lands for our mining operations. In Mexico, mining rights that are covered under a concession do not include direct ownership or possession rights over the surface, or surface access, and at any particular time we may be involved in negotiations with various ejido communities to enter into new temporary occupation agreements or other surface access agreements or amend existing agreements. Failure to reach new agreements or disputes regarding existing agreements may cause, blockades, suspension of operations, delays to projects, and on occasion, may lead to legal disputes.

 

- 80 -


Mining operations involve health and personal safety hazards that could adversely affect our reputation, business and future operations.

Workers involved in our operations are subject to many inherent health and safety risks and hazards, including, but not limited to, rock bursts, cave-ins, floods, falls of ground, chemical hazards, mineral dust and gases, use of explosives, noise, electricity and moving equipment (especially heavy equipment) and slips and falls, which could result in occupational illness or health issues, personal injury, and loss of life, and/or facility and workforce evacuation. These risks cannot be eliminated and may adversely affect our reputation, business and future operations.

We are exposed to liquidity and counterparty risks.

We are exposed to liquidity and various counterparty risks including, but not limited to:

 

  ·  

financial institutions that hold our cash;

  ·  

companies that have payables to us, including concentrate customers;

  ·  

our insurance providers;

  ·  

our lenders;

  ·  

our other banking counterparties;

  ·  

companies that have received deposits from us for the future delivery of equipment; and

  ·  

joint venture partners.

We are also exposed to liquidity risks in meeting our capital expenditure requirements in instances where cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact our ability to obtain loans and other credit facilities in the future and, if obtained, on terms favourable to us. Furthermore, actions taken by central banks to impact fiscal and monetary policies have increased levels of volatility and market turmoil. As a result of this uncertainty, our planned growth could be adversely impacted, and the trading price of our securities could be adversely affected.

Our failure to strictly comply with anti-corruption laws could have a material adverse effect on our reputation and results of operations.

Our operations are governed by, and involve interactions with, many levels of government in numerous countries. We are required to comply with anti-corruption and anti-bribery laws, including the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, as well as similar laws in the countries in which we conduct business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. Our internal procedures and programs may not always be effective in ensuring that we, our employees, contractors or third-party agents will comply strictly with such laws. If we become subject to an enforcement action or in violation of such laws, this may have a material adverse effect on our reputation, result in significant penalties, fines and/or sanctions imposed on us, and/or have a material adverse effect on our operations.

 

- 81 -


Our failure to strictly comply with Canada’s Extractive Sector Transparency Measures Act could have a material adverse effect on our reputation and results of operations.

The Canadian Extractive Sector Transparency Measures Act (“ ESTMA ”), which became effective June 1, 2015, requires public disclosure of payments to governments by mining and oil and gas companies engaged in the commercial development of oil, gas and minerals who are either publicly listed in Canada or with business or assets in Canada. Mandatory annual reporting is required for extractive companies with respect to payments made to foreign and domestic governments at all levels, including entities established by two or more governments, including Indigenous groups. Reporting on payments to Canadian First Nations will commence in 2018 for payments made in 2017. ESTMA requires reporting on the payments of any taxes, royalties, fees, production entitlements, bonuses, dividends, infrastructure improvement payments, and any other prescribed payment over C$100,000. Failure to report, false reporting or structuring payments to avoid reporting may result in fines of up to C$250,000 (which may be concurrent). We commenced ESTMA reporting in 2017. If we become subject to an enforcement action or in violation of ESTMA, this may result in significant penalties, fines and/or sanctions imposed on us resulting in a material adverse effect on our reputation.

Our operations in Argentina are susceptible to risk as a result of economic and political instability in Argentina.

There continue to be risks relating to the uncertain and unpredictable political and economic environment in Argentina, especially at a Provincial level. Inflation remains a challenge in Argentina. Estimations for 2018 expect a reduction of inflation, which is expected to range between 15 to 20%. Maintaining operating revenues in Argentine pesos could expose us to the risks of peso devaluation and high domestic inflation, especially after the mid-term elections.

At the Provincial level, the economic and social situation in Santa Cruz is still fragile. In 2017, the National Government agreed to grant a loan to the Province, and in exchange the Province agreed to comply with certain financial covenants, which may be difficult to achieve and may create social disruption during 2018. Considering this context and the fact that the Province does not generate enough resources to meet its expenses and the financial covenants, we expect the pressure on mining companies to continue. The poor economic situation of the Provincial Government has triggered ongoing roadblocks throughout the Province by local community members and unions. We can provide no assurance that disruptions from roadblocks will not occur in the future that could affect access to, and operations at, the Cerro Negro Mine.

In addition, during 2017, we experienced a work stoppage by miners represented by the Asociacion Obrera Minera Argentina (“ AOMA ”), Province of Santa Cruz delegation at the Cerro Negro Mine. We can provide no assurance that issues with the AOMA or other unions will not occur in the future that could adversely affect operations at the Cerro Negro Mine.

Violence in some jurisdictions negatively impacts our ability to conduct business in such locations.

In recent years, criminal activity and violence has increased in Mexico and Guatemala. Violence between the drug cartels and human trafficking organizations and violent confrontations with authorities has steadily increased. As well, incidents of violent crime, kidnapping for ransom and extortion by organized crime have increased. Many incidents of crime and violence go unreported and law enforcement authorities’ efforts to reduce criminal activity are challenged by a lack of resources, corruption and the power of organized crime. Incidents of criminal activity, trespass, theft and vandalism have occasionally affected our employees, contractors and their families. We can provide no assurance that security incidents, in the future, will not have a material adverse effect on our operations, including reclamation activities, especially if criminal activity and violence continue to escalate. In addition, our response to criminal activities can give rise to additional risks should they not be carried out consistently with international standards relating to the use of force and respect for human rights. Such incidents may halt or delay production, increase operating costs; result in harm to employees, contractors, visitors or community members; decrease operational efficiency due to employee absenteeism and other factors; increase community tensions or otherwise adversely affect our ability to conduct business.

 

- 82 -


Our current and future operations are subject to a risk that one or more groups of indigenous people may oppose continued operation, further development, or new development of our projects and mines. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against our activities, and may have a negative impact on our reputation and operations.

Some of our operations are situated in areas presently or previously inhabited or used by indigenous peoples, triggering various international and national laws, codes, resolutions, conventions, guidelines, and imposing obligations on government and companies to respect the rights of indigenous people. These may include a mandate that government consult with communities surrounding our projects and mines regarding actions affecting local stakeholders, prior to granting us mining rights, permits or approvals. Applicable conventions such as the ILO Convention 169, which has been ratified by Argentina, Chile, Guatemala, and Mexico, is an example of such an international convention. Examples of developments in this area include the United Nations Declaration of the Rights of Indigenous People and the International Finance Corporation’s revised Performance Standard 7, which requires governments to obtain the free, prior, and informed consent of indigenous peoples who may be affected by government action (such as the granting of mining concessions or approval of mine permits).

There is an increasing level of public concern relating to the perceived effect of mining activities on communities impacted by such activities. The evolving expectations related to human rights, indigenous rights, and environmental protection may result in opposition to our current and future operations or further development or new development of our projects and mines. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against our activities, and may have a negative impact on our reputation and operations.

Opposition by any of the aforementioned groups to our operations may require modification of, or preclude the operation or development of, our projects and mines or may require us to enter into agreements with such groups or local governments with respect to our projects and mines, in some cases, causing increased cost and considerable delays to the advancement of our projects.

Compliance with environmental laws, including changes to such laws, could adversely affect our results of operations.

Our operations are subject to environmental regulation in the various jurisdictions in which we operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner that will likely, in the future, require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Continuing issues with tailings dam failures at other companies’ operations may increase the likelihood that these stricter standards and enforcement mechanisms will be implemented in the future. We can provide no assurance that future changes in environmental regulation will not adversely affect our results of operations. Failure to comply with these laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may also be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. The occurrence of any environmental violation or enforcement action may have an adverse impact on our reputation and could adversely affect our results of operations.

 

- 83 -


Furthermore, environmental hazards may exist on the properties on which we hold interests that are unknown to us at present and which have been caused by previous or existing owners or operators of the properties.

In addition, production at certain of our mines involves the use of sodium cyanide or other reagents and exposes rock material that could cause toxicity to the environment if released or not properly managed. Should sodium cyanide, other reagents, or contact water be improperly managed, leak or otherwise be discharged from the containment system, we may become subject to liability for clean-up work that may not be insured. While appropriate steps are taken to prevent discharges of pollutants into the ground water and the environment, we may become subject to liability for hazards that we may not be insured against. See “— Not all losses are adequately covered by insurance and such losses may cause us to incur significant costs that could have a material adverse effect upon its financial performance and results of operations” below.

Our Ore/Mineral Reserves and Mineral Resources are estimates only, and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Ore/Mineral Reserves could be mined or processed profitably.

There are numerous uncertainties inherent in estimating Ore/Mineral Reserves and Mineral Resources, including many factors beyond our control. Such estimation is a subjective process, and the accuracy of any Ore/Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the Ore/Mineral Reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period. In addition, there can be no assurance that gold, silver, zinc, copper and lead recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

From time to time we may undertake a review of our operations with the goal of optimizing operational performance, right sizing our business model and improving the return on our investment, including: drilling programs to better define the geological complexity of an ore body and the overall geological model of the deposit; optimization of the life of mine geotechnical stoping sequence to minimize geotechnical stresses, improve mining dilution, productivity and employee safety; enhancing the reliability of the Mineral Resource model and classification parameters to more accurately reflect the geological complexity observed to date in some zones of the deposit; optimization of a variety of mining methods and stope geometries to provide greater versatility to productive mining; and rationalizing the direct operating, administration and capital costs to right size all components of the operation to an optimized life of mine strategy.

Fluctuation in gold, silver, copper, zinc or lead prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require revision of such estimate. The volume and grade of reserves mined and processed and recovery rates may not be the same as currently anticipated.

Any material reductions in estimates of Ore/Mineral Reserves and Mineral Resources, including as a result of the processes outlined above, or of our ability to extract these Ore/Mineral Reserves, could have a material adverse effect on our results of operations and financial condition.

Inferred Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability and have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. A significant amount of exploration work must be completed in order to determine whether an Inferred Mineral Resource may be upgraded to a higher category.

 

- 84 -


Governments may impose restrictions on our ability to use current mining methods, which would have a serious and adverse impact on our results of operations and financial condition.

There has been increased global attention and the introduction of regulations restricting or prohibiting the use of cyanide and other hazardous substances in mineral processing activities. In addition, the use of open pit mining techniques has come under scrutiny in certain mining jurisdictions, and some governments are reviewing the use of such methods. For example, the Argentinean Congress approved legislation that restricts mining and other industrial activities in areas where glaciers are present. In addition, several provincial governments in Argentina have adopted prohibitions on open pit mining. If legislation restricting or prohibiting the use of cyanide or open pit mining techniques were to be adopted in a region in which we operate, there would be a significant adverse impact on our results of operations and financial position. Additionally, if the use of cyanide were to be restricted or prohibited in a jurisdiction in which our operations rely on the use of cyanide, it would have a significant adverse impact on our results of operations and financial condition as there are few, if any, substitutes for cyanide that are as effective in extracting gold from the ore.

Our business is affected by the global economy.

Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by the credit crisis that began in 2008, the European debt crisis and significant fluctuations in fuel and energy costs and metals prices. Many industries, including the mining industry, have been impacted by these market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to future events, as government authorities may have limited resources to respond to future crises. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect our growth and profitability. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, including gold, silver, zinc, copper and lead, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect our business and the market price of our securities.

Our failure to continue to source suppliers on reasonable commercial terms could have a material adverse effect on our business, results of operations and financial condition.

Certain raw materials and supplies used in connection with our operations are obtained from a sole or limited group of suppliers (including, for example, truck tires and sodium cyanide). An increase in global demand for such resources and a corresponding decrease in the supplier’s inventory would likely cause unanticipated cost increases, an inability to obtain adequate supplies and delays in delivery times, thereby adversely impacting operating costs, capital expenditures and production schedules. If a supplier is unable to adequately meet its requirements over a significant period of time and we are unable to source an alternate third-party supplier on reasonable commercial terms, this could have a material adverse effect on our business, results of operations and financial condition.

 

- 85 -


We may be unable to obtain or retain necessary permits, which could adversely affect our operations.

Our operations in each of the jurisdictions in which we operate are subject to receiving and maintaining permits (including environmental permits) from appropriate governmental authorities. Furthermore, prior to any development on any of our properties, we must receive permits from appropriate governmental authorities. We can provide no assurance that necessary permits will be obtained, that previously issued permits will not be suspended for a variety of reasons, including through government or court action, or that delays will not occur in connection with obtaining all necessary permits, renewals of permits for existing operations, or additional permits for any possible future changes to operations, or additional permits associated with new legislation. We can provide no assurance that we will continue to hold or obtain, if required to, all permits necessary to develop or continue operating at any particular site, which could adversely affect our operations.

Changes in climate conditions and regulatory regime could adversely affect our business and prospects.

Governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. The regulatory requirements are evolving and are not consistent across the jurisdictions in which we operate. However, regulation relating to emission levels (such as carbon taxes) and energy efficiency is becoming more stringent. If the current regulatory trend continues, we expect that this will result in increased costs at some of our operations. In addition, the physical risks of climate change may also have an adverse effect on our operations. These risks include the following:

 

  ·  

Sea level rise: Changes in sea levels could affect ocean transportation and shipping facilities that are used to transport supplies, equipment and workforce to our operations and products from those operations to world markets.

  ·  

Extreme weather events: Extreme weather events (such as increased frequency or intensity of hurricanes, increased snow pack, prolonged drought) have the potential to disrupt operations at our mines. Extended disruptions to supply lines could result in interruption to production.

  ·  

Resource shortages: our facilities depend on regular supplies of consumables (diesel, tires, sodium cyanide, etc.) and reagents to operate efficiently. In the event that the effects of climate change or extreme weather events cause prolonged disruption to the delivery of essential commodities, our production efficiency is likely to be reduced.

The occurrence of such physical climate change events may result in substantial costs to respond to the event and/or recover from the event, and to prevent recurrent damage, through either the modification of, or addition to, existing infrastructure at our operations. Physical climate change events, and the trend toward more stringent regulations aimed at reducing the effects of climate change, could impact our decision to pursue future opportunities, or maintain our existing operations, which could have an adverse effect on our business and our future operations.

We can provide no assurance that efforts to mitigate the risks of climate changes will be effective and that the physical risks of climate change will not have an adverse effect on our operations and profitability.

Unusual or infrequent weather phenomena, sabotage, community, government or other interference in the maintenance or provision of such infrastructure, including power and water supplies, could adversely affect our business, financial condition and results of operations.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, community, government or other interference in the maintenance or provision of such infrastructure could adversely affect our business.

A key operational risk is the availability of sufficient power and water supplies to support mining operations. Power and water are both key to the extraction and processing of minerals and metals. Certain of our property interests are located in remote, undeveloped areas and the availability of

 

- 86 -


infrastructure such as water and power at a reasonable cost cannot be assured. Some of our properties are located in areas that have many competing demands for power and water and access to sufficient supplies is not always a guarantee. We can provide no assurance that any solution implemented by us will completely mitigate the risk of water shortages in the future.

An increase in prices of power and water supplies, including infrastructure, could negatively affect our business, financial condition and results of operations.

Our ability to obtain a secure supply of power and water at a reasonable cost depends on many factors, including: global and regional supply and demand; political and economic conditions; problems that can affect local supplies; delivery; and relevant regulatory regimes, all of which are outside our control. We can provide no assurance that we can obtain secure supplies of power and water at reasonable costs at all of our facilities and the failure to do so could have a material adverse effect on our business, financial condition and results of operations.

Failure to secure power, water and access rights could result in delays and negative impacts to our development projects.

Establishing infrastructure for our development projects will require significant resources, identification of adequate sources of raw materials and supplies and necessary cooperation from national and regional governments, none of which can be assured. We can provide no assurance that we will secure these power, water and access rights going forward or on reasonable terms.

Failure to provide regulatory authorities with the required financial assurances could potentially result in the closure of one or more of our operations, which could result in a material adverse effect on our operating results and financial condition.

We are required by various governments in jurisdictions in which we operate to provide financial assurances sufficient to allow a third party to implement approved closure and reclamation plans if we are unable to do so. These laws are complex and vary from jurisdiction to jurisdiction. The laws govern the determination of the scope and cost of the closure and reclamation obligations and the amount and forms of financial assurance.

As of December 31, 2017, we have provided the appropriate regulatory authorities with $323 million in reclamation financial assurance for mine closure obligations in the various jurisdictions in which we operate. The amount and nature of the financial assurances are dependent upon a number of factors, including our financial condition and reclamation cost estimates. Changes to these amounts, as well as the nature of the collateral to be provided, could significantly increase our costs, making the maintenance and development of existing and new mines less economically feasible. Regulatory authorities may also require further financial assurances. To the extent that the value of the collateral provided to the regulatory authorities is or becomes insufficient to cover the amount of financial assurance we are required to post, we would be required to replace or supplement the existing security with more expensive forms of security, which might include cash deposits, which would reduce our cash available for operations and financing activities. We can provide no assurance that we will be able to maintain or add to our current level of financial assurance or that we will have sufficient capital resources to further supplement our existing security, which could result in a material adverse effect on our operating results and financial condition.

Exchange rate fluctuations may adversely affect the costs that we incur in our operations.

Gold, silver, zinc, copper and lead are sold in US dollars and our costs are incurred principally in US dollars, Canadian dollars, Mexican pesos, Dominican Republic pesos, Argentine pesos and Chilean pesos. The appreciation of non-US dollar currencies against the US dollar can increase the cost of gold, silver, zinc, copper and lead production and capital expenditures in US dollar terms. We also hold cash and cash equivalents that are denominated in foreign currencies that are subject to currency risk.

 

- 87 -


Accounts receivable and other current and non-current assets denominated in foreign currencies relate to goods and services taxes, income taxes, value-added taxes and insurance receivables. We are further exposed to currency risk through non-monetary assets and liabilities of entities whose taxable profit or tax loss are denominated in foreign currencies. We have a financial risk management policy that includes hedging our foreign exchange exposure to reduce the risk associated with currency fluctuations, but we can provide no assurance that such hedging arrangements will be adequate.

We hold interests in joint ventures or joint operations and our interest in these properties is subject to the risks normally associated with the conduct of joint ventures or joint operations.

We hold an indirect 40% interest in the Pueblo Viejo Mine, with the remaining 60% interest held indirectly by Barrick, an indirect 50% interest in the NuevaUnión Project, with the remaining 50% interest held indirectly by Teck, an indirect 50% interest in the Norte Abierto Project, with the remaining 50% interest held indirectly by Barrick, and an indirect 37.5% interest in the Alumbrera Mine, the other 12.5% and 50% interests held indirectly by Yamana Gold Inc. and Glencore Queensland, respectively. The existence or occurrence of one or more of the following circumstances and events could have a material adverse impact on our profitability or the viability of our interests held through joint ventures, which could have a material adverse impact on our future cash flows, earnings, results of operations and financial condition:

 

  ·  

disagreements with partners on how to develop and operate mines efficiently;

  ·  

inability to exert influence over certain strategic decisions made in respect of properties;

  ·  

inability of partners to meet their obligations to the joint venture, joint operation or third parties; and

  ·  

litigation between partners regarding joint venture or joint operation matters.

To the extent that we are not the operator of our joint venture or joint operation properties, the success of any operations will be dependent on the operators for the timing of activities related to these properties and we will be largely unable to direct or control the activities of the operators. We are subject to the decisions made by the operator in the operation of the property, and will rely on the operators for accurate information about the properties. We can provide no assurance that all decisions of the operators will achieve the expected goals.

We may not complete acquisition or business arrangements that we pursue, or are pursuing, on favourable terms and cannot assure that any acquisitions or business arrangements completed will ultimately benefit our business.

As part of our business strategy, we have sought and will continue to seek new mining and development opportunities in the mining industry. In pursuit of such opportunities, we may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions or integrate the acquired businesses and their workforce into us. Ultimately, any acquisitions would be accompanied by risks, which could include:

 

  ·  

a significant change in commodity prices after we have committed to complete the transaction and established the purchase price or exchange ratio;

  ·  

a material ore body could prove to be below expectations;

  ·  

difficulty in integrating and assimilating the operations and workforce of any acquired companies;

  ·  

realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise;

  ·  

maintaining uniform standards, policies and controls across the organization;

  ·  

disruption of our ongoing business and its relationships with employees, suppliers, contractors and other stakeholders as we integrate the acquired business or assets;

  ·  

the acquired business or assets may have liabilities that are more significant than expected or unknown liabilities that may be significant;

  ·  

delays as a result of regulatory approvals; and

 

- 88 -


  ·  

exposure to litigation (including actions commenced by shareholders) in connection with the transaction.

Any material issues that we encounter in connection with an acquisition could have a material adverse effect on our business, results of operations and financial position.

Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to our overall ability to advance our projects, thereby having a material adverse impact on our financial performance, financial condition, cash flows and growth prospects.

Damage to our reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity (for example, with respect to our handling of environmental matters or our dealings with community groups), whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views on us and our activities, whether true or not. We do not ultimately have direct control over how we are perceived by others and reputational loss could have a material adverse impact on our financial performance, financial condition, cash flows and growth prospects.

Our indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under our indebtedness.

As of December 31, 2017, we had aggregate consolidated indebtedness of $2.5 billion, consisting of $0.5 billion aggregate principal amount of 2.125% notes due March 15, 2018 ( repaid ), $0.55 billion aggregate principal amount of 3.625% notes due June 9, 2021, $1.0 billion aggregate principal amount of 3.70% notes due March 15, 2023 and $0.45 billion aggregate principal amount of 5.45% notes due June 9, 2044. As a result, we are required to use a portion of our cash flow to service principal and interest on our debt, which will limit the cash flow available for other business opportunities . In addition, we have letters of credit outstanding that support our various operations in an aggregate amount of $420 million (including the $323 million in reclamation financial assurance for mine closure obligations).

Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. We may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as reducing or eliminating dividends, selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

The terms of our Credit Facility require us to satisfy various affirmative and negative covenants and to meet certain financial ratios and tests. These covenants limit, among other things, our ability to incur further indebtedness if doing so would cause us to fail to meet certain financial covenants, create certain liens on assets or engage in certain types of transactions. We can provide no assurances that in the future, we will not be limited in our ability to respond to changes in our business or competitive activities or be restricted in our ability to engage in mergers, acquisitions or dispositions of assets. Furthermore, a failure to comply with these covenants, including a failure to meet the financial tests or ratios, would likely result in an event of default under our Credit Facility and would allow the lenders to accelerate the debt, which could materially and adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under our debt, and the price of our Common Shares.

 

- 89 -


An increase in interest rates on our substantial indebtedness could adversely affect our business, financial condition and results of operations.

We are exposed to interest rate cash flow risk primarily on our outstanding debt subject to floating rates of interest, our cash and cash equivalents, and interest-bearing receivables. We are exposed to interest rate fair value risk primarily on our debt subject to fixed rates of interest.

Additional capital or other types of financing may not be available to us if needed or, if available, the terms of such financing may not be favourable to us.

The mining, development, expansion and exploration of our properties, will require ongoing financing as a result of various factors including the potential for rising and unforeseen costs and fluctuations in metal prices. We cannot assure you that we will be able to obtain additional capital to fund our costs, especially if there is a significant decrease in metal prices, at commercially reasonable rates or at all. A failure to obtain any necessary additional financing may result in delaying or indefinite postponement of exploration, development or production on any or all of our properties or even a loss of property interest.

The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

Our information systems, and those of our third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of our organization. Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapid evolving nature of the threats, targets and consequences. Additionally, unauthorized parties may attempt to gain access to these systems or our information through fraud or other means of deceiving our third-party service providers, employees or vendors. Our operations depend, in part, on how well we and our suppliers protect networks, equipment, information technology (“ IT ”) systems and software against damage from a number of threats. We have entered into agreements with third parties for hardware, software, telecommunications and other services in connection with our operations. Our operations and mining operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. However, if we are unable or delayed in maintaining, upgrading or replacing our IT systems and software, the risk of a cyber security incident could materially increase. Any of these and other events could result in information system failures, delays and/or increases in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

In addition, targeted attacks on our systems (or on systems of third parties that we rely on), failure or non-availability of a key IT system or a breach of security measures designed to protect our IT systems could result in disruptions to our operations through delays or the corruption and destructions of our data, extensive personal injury, property damage, loss of confidential information or financial or reputational risks. We have implemented and tested system controls and disaster recovery infrastructure for certain IT systems. As the threat landscape is ever-changing, we must make continuous mitigation efforts, including: risk prioritized controls to protect against known and emerging threats; tools to provide automated monitoring and alerting; and backup and recovery systems to restore systems and return to normal operations. However, there can be no assurance that our ability to monitor for or mitigate cybersecurity risks will be fully effective, and we may fail to identify cybersecurity breaches or discover them in a timely way.

In 2016, we were made aware that our IT systems had been attacked by an external party. While the attack did not result in any material loss to us or interrupt our day-to-day operations, there can be no assurance that we will not experience any such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats.

Any future significant compromise or breach of our data security, whether external or internal, or misuse of data, could result in additional significant costs, lost sales, fines and lawsuits, and damage to our reputation. In addition, as the regulatory environment related to information security, data collection and

 

- 90 -


use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Our commodities hedging program may be unsuccessful in reducing the price risk associated with fluctuations in base metals, diesel fuel prices or foreign currencies.

Currently, our policy is to not hedge future gold sales. We currently hedge lead and zinc, to manage price exposure to fluctuations in those base metals, and the Mexican peso, to manage the foreign currency exposure. We may also from time to time hedge our diesel fuel price exposure and other foreign currencies exposure to manage adverse price movements impacting costs specific to diesel fuel prices and foreign currencies. We can provide no assurance that a hedging program designed to reduce the price risk associated with fluctuations in base metals, diesel fuel prices or foreign currencies will be successful. Although hedging may protect us from an adverse price change, it may also prevent us from benefiting fully from a positive price change.

Our inability to attract and retain additional highly skilled employees may adversely affect our business and future operations.

We are dependent on the services of a number of key executives and management personnel. The success of our operations is also dependent on our highly skilled and experienced workforce. There continues to be competition over highly skilled experienced workers. In addition, the development of new mines in geographic areas without an established mining industry requires training of inexperienced workers to staff these new mines. The loss of these persons or our inability to attract and retain additional highly skilled, diverse employees may adversely affect our business and future operations.

The Peñasquito Mine is subject to transportation and marketing risk that could have a negative impact on our ability to operate that Mine.

Concentrates containing combinations of gold, silver, zinc and lead are produced in large quantities at the Peñasquito Mine and loaded onto highway road vehicles for transport to in-country smelters or to sea ports for export to foreign smelters in markets such as Asia, Europe and North America. This type of process involves a high level of environmental and financial risk. We could be subject to potential significant increases in road and maritime transportation charges and treatment and refining charges. Transportation of such concentrate is also subject to numerous risks including, but not limited to, delays in delivery of shipments, road blocks, terrorism, theft, weather conditions and environmental liabilities in the event of an accident or spill. We could be subject to limited smelter availability and capacity and could also face the risk of a potential interruption of business from a third party beyond our control, which in both cases could have a material adverse effect on our operations and revenues. We can provide no assurance that smelting, refining or transportation contracts for the Peñasquito Mine’s products will be entered into on acceptable terms or at all.

We may face operational risks associated with our ongoing restructuring and cost and operating efficiency initiatives.

We are continuing to implement initiatives relating to our strategic restructuring, including the reduction of mining low margin ore and the implementation of cost and operating efficiency initiatives. Any future combination of these measures to increase net asset value and improve profitability will be influenced by the actual benefits and savings achieved and by our ability to sustain these ongoing improvements. Strategic restructuring and cost cutting efforts may involve various risks, including, but not limited to, labour unrest and potential for strikes or road blockades.

We may have claims and lawsuits against us that may result in adverse outcomes.

We are, from time to time, involved in various claims, legal proceedings and complaints, including claims that purport to be class actions, arising in the ordinary course of business. As a result of the development of the business and our structure, we may also face historical claims. We cannot reasonably predict the likelihood or outcome of any such actions. If we are unable to resolve such disputes favourably, they may have a material adverse impact on our financial performance, cash flow and results of operations.

 

- 91 -


Adverse changes in legislation or in the relationship between us and our employees and contractors may have a material adverse effect on our business, results of operations and financial condition.

Production at our mining operations is dependent upon the efforts of our union and non-union employees and contractors. In addition, relations between us and our employees and contractors may be impacted by changes in the scheme of labour relations that may be introduced by the relevant governmental authorities in whose jurisdictions we carry on business or restructuring efforts that we may undertake from time to time. Adverse changes in legislation or in the relationship between us and our unionized employees and non-unionized employees and contractors, may have a material adverse effect on our business, results of operations and financial condition.

Any defects in the title to the properties we own could have a material and adverse effect on our cash flow, results of operations and financial condition.

Title insurance generally is not available for our properties, and our ability to ensure that we have obtained a secure claim to individual mineral properties or mining concessions may be severely constrained. We have not conducted surveys of all of the claims in which we hold direct or indirect interests and, therefore, the precise area and location of such claims may be in doubt. We can provide no assurances that there are no title defects affecting our properties. Accordingly, our mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including indigenous land claims, and title may be affected by, among other things, undetected defects. In addition, we may be unable to operate our properties as permitted or to enforce our rights with respect to our properties.

Activist shareholders could advocate for changes to our corporate governance and operational practices which could have an adverse effect on our reputation, business and future operations.

In recent years, publicly-traded companies have been increasingly subject to demands from activist shareholders advocating for changes to corporate governance practices, such as executive compensation practices, social issues, or for certain corporate actions or reorganizations. There can be no assurances that activist shareholders won’t publicly advocate for us to make certain corporate governance changes or engage in certain corporate actions. Responding to challenges from activist shareholders, such as proxy contests, media campaigns or other activities, could be costly and time consuming and could have an adverse effect on our reputation and divert the attention and resources of our management and Board, which could have an adverse effect on our business and results of operations. Even if we do undertake such corporate governance changes or corporate actions, activist shareholders may continue to promote or attempt to effect further changes, and may attempt to acquire control of us to implement such changes. If shareholder activists seeking to increase short-term shareholder value are elected to the Board, this could adversely effect our business and future operations. Additionally, shareholder activism could create uncertainty about our future strategic direction, resulting in loss of future business opportunities, which could adversely effect our business, future operations, profitability and our ability to attract and retain qualified personnel.

Market fluctuations could adversely affect the market price of our investments and the value we could realize on such investments.

Our investments in securities of other public companies are subject to volatility in the share prices of such companies. We cannot provide any assurance that an active trading market for any of the subject shares is sustainable. The trading prices of the subject shares could be subject to wide fluctuations in response to various factors beyond our control, including, quarterly variations in the subject companies’ results of operations, changes in earnings (if any), estimates by analysts, conditions in the industry of such companies and macroeconomic developments in North America and globally, currency fluctuations and market perceptions of the attractiveness of particular industries. The lack of a liquid market could adversely affect the value that we could ultimately realize on such investments.

 

- 92 -


Not all losses are adequately covered by insurance and such losses may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations.

Our business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or stope instabilities or failures, cave-ins, mechanical failures, changes in the regulatory environment and natural phenomena such as inclement weather conditions, fires, floods, hurricanes and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or the properties of others, delays in mining, monetary losses and possible legal liability.

The insurance maintained by us to protect against risks will not cover all the potential risks associated with a mining company’s operations. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as attacks on our IT systems, loss of title to mineral property, environmental pollution, or other hazards as a result of exploration and production is not generally available to us or to other companies in the mining industry on acceptable terms. Uninsured losses could have an adverse effect on our cash flows, results of operations and financial condition.

The market price of our securities can be volatile and expose us to the risk of litigation.

Our Common Shares are listed on the TSX and NYSE. Securities of mining companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally, currency fluctuations and market perceptions of the attractiveness of particular industries. The price of our Common Shares is also likely to be significantly affected by short-term changes in gold, silver, zinc, copper and lead prices or in our financial condition or results of operations as reflected in our quarterly earnings reports.

As a result of any of these factors, the market price of our Common Shares at any given point in time may not accurately reflect their long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We have been and may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Certain of our directors and officers also serve as directors and/or officers of other companies involved in natural resource exploration and development and consequently there exists the possibility for these directors and officers to be in a position of conflict.

Certain of our officers and directors may have pre-existing fiduciary and contractual obligations to other companies, including companies that are engaged in business activities similar to those intended to be conducted by us. Accordingly, they may participate in transactions and have obligations that may be in conflict or in competition with our business or acquisition strategy. As a result of such conflict, we may be required to forego the opportunity to participate in certain transactions. Any decision made by any of these directors and officers involving Goldcorp will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Goldcorp and our shareholders.

DIVIDENDS

Our current policy is to pay a quarterly dividend on our Common Shares and on March 5, 2018, we declared a quarterly dividend of $0.02 per Common Share, payable on March 23, 2018.

In 2017, the dividend paid was $0.08 per Common Share (quarterly payments of $0.02 per Common Share). In 2016, the dividend paid was $0.12 per Common Share (monthly payments of $0.02 per Common Share until March 2016, and thereafter quarterly payments of $0.02 per Common Share). In 2015, the dividend paid was $0.45 per Common Share (monthly payments of $0.05 per Common Share until July 2015, and thereafter monthly payments of $0.02 per Common Share).

 

- 93 -


Although we expect to continue paying a cash dividend, future dividends will be at the discretion of the Board and will subject to factors such as our cash flow, results of operations and financial condition of Goldcorp and our subsidiaries, the need for funds to finance ongoing operations, compliance with credit agreements and other instruments, and such other considerations as the Board considers relevant.

DESCRIPTION OF CAPITAL STRUCTURE

Our authorized share capital consists of an unlimited number of Common Shares. As of December 31, 2017 and March 22, 2018, 867,346,303 Common Shares and 868,872,236 Common Shares were issued and outstanding, respectively. Holders of Common Shares are entitled to receive notice of any meetings of our shareholders, to attend and to cast one vote per Common Share at all such meetings. Holders of Common Shares do not have cumulative voting rights with respect to the election of directors and, accordingly, holders of a majority of the Common Shares entitled to vote in any election of directors may elect all directors standing for election. Holders of Common Shares are entitled to receive on a pro-rata basis such dividends, if any, as and when declared by the Board at its discretion from funds legally available therefor and upon the liquidation, dissolution or winding up of Goldcorp are entitled to receive on a pro-rata basis the net assets of Goldcorp after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to or on a pro-rata basis with the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

INDEBTEDNESS

We have a $3.0 billion Credit Facility with a term expiring on June 22, 2022 and as at December 31, 2017 $3.0 billion was available under the Credit Facility.

As of December 31, 2017, we had aggregate consolidated indebtedness of $2.5 billion, consisting of $0.5 billion aggregate principal amount of 2.125% notes due March 15, 2018 ( repaid ), $0.55 billion aggregate principal amount of 3.625% notes due June 9, 2021, $1.0 billion aggregate principal amount of 3.70% notes due March 15, 2023 and $0.45 billion aggregate principal amount of 5.45% notes due June 9, 2044.

The notes are governed by an indenture dated as of March 20, 2013, between us and Wells Fargo Bank, National Association, as trustee, as supplemented by a first supplemental indenture dated March 20, 2013 and a second supplemental indenture dated June 9, 2014. The notes are unsecured and interest is payable semi-annually in arrears. The notes are callable at anytime by us prior to maturity, subject to make-whole provisions.

In addition, we have letters of credit outstanding that support our various operations in an aggregate amount of $420 million (including the $323 million in reclamation financial assurance for mine closure obligations).

Ratings

The following table sets out our corporate and debt ratings by the rating agencies indicated as at March 22, 2018:

 

Standard & Poor’s

        Ratings Services         

   Moody’s Investors
            Service             
         Fitch Ratings Ltd.      

 

BBB+

   Baa3    BBB

stable outlook

   stable outlook    stable outlook

Standard & Poor’s Ratings Services (“ S&P ”) credit ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality. Ratings AAA to BBB- are considered investment grade, and BB+ to D are considered speculative grade. The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (–) sign to show relative standing within the major rating categories. S&P’s rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental business conditions. An outlook is not necessarily a precursor of a rating change or future CreditWatch action. Positive means that a rating may be raised; negative means that a rating may be lowered; stable means that a rating is not likely to change; developing means a rating may be raised or lowered and N.M. means not meaningful. According to the S&P, an obligor rated BBB has adequate capacity to meet its financial commitments. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments.

Moody’s Investors Service (“ Moody’s ”) credit ratings are on a rating scale that ranges from Aaa to C, which represents the range from highest to lowest quality. Moody’s appends numerical modifiers 1, 2 and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic category. According to Moody’s, a rating of Baa is an investment grade rating. Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. A Moody’s rating outlook is an opinion regarding the likely rating direction over the medium term. Ratings outlooks fall into four categories: positive, negative, stable, and developing. A stable outlook indicates a low

 

- 94 -


likelihood of a rating change over the medium term. A negative, positive or developing outlook indicates a higher likelihood of a rating change over the medium term. The time between the assignment of a new rating outlook and a subsequent rating action has historically varied widely, depending upon the pace of new credit developments which materially affect the issuer’s credit profile. On average, after the initial assignment of a positive or negative rating outlook, the next rating action – either a change in outlook, a rating review, or a change in rating – has followed within about a year, but outlooks have also remained in place for much shorter and much longer periods of time. The next rating action subsequent to the assignment of a negative (positive) rating outlook has historically been a downgrade or review for possible downgrade (upgrade or review for possible upgrade) about one half of the time; rating actions in the opposite direction are less common.

Fitch Ratings Ltd. (“ Fitch Ratings ”) credit ratings are on a rating scale that ranges from AAA to D, which represents the range from highest to lowest quality. The terms “investment grade” and “speculative grade” have established themselves over time as shorthand to describe the categories AAA to BBB (investment grade) and BB to D (speculative grade). The ratings from AA to B may be modified by the addition of a plus (+) or minus (–) sign to show relative status within the major rating categories. According to Fitch Ratings’ system, BBB ratings indicate good credit quality and that the expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity. An outlook indicates the direction a rating is likely to move over a one- to two-year period. They reflect financial or other trends that have not yet reached the level that would trigger a rating action, but which may do so if such trends continue. Positive or negative rating outlooks do not imply that a rating change is inevitable and, similarly, ratings with stable outlooks can be raised or lowered without a prior revision to the outlook, if circumstances warrant such an action.

We understand that the ratings are based on, among other things, information furnished by us to the above ratings agencies and information obtained by the ratings agencies from publicly available sources. The credit ratings given to our corporate debt by the rating agencies are not recommendations to buy, hold or sell debt instruments since such ratings do not comment as to market price or suitability for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant. Credit ratings are intended to provide investors with (i) an independent measure of the credit quality of an issue of securities; (ii) an indication of the likelihood of repayment for an issue of securities; and (iii) an indication of the capacity and willingness of the issuer to meet its financial obligations in accordance with the terms of those securities. Credit ratings accorded to our corporate debt may not reflect the potential impact of all risks on the value of debt instruments, including risks related to market or other factors discussed in this annual information form. See also “Risk Factors – Our indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under our indebtedness”.

We have made payments to S&P, Moody’s and Fitch Ratings in connection with the confirmation of ratings assigned to our long-term debt.

 

- 95 -


MARKET FOR SECURITIES

Our Common Shares are listed and posted for trading under the symbol “G’ on the TSX and on the NYSE under the symbol “GG”. The following table sets forth information relating to the trading of the Common Shares on the TSX for the months indicated.

 

  Month

 

  

                High                 

                 (C$)                   

 

  

                Low               

                (C$)               

 

  

                  Volume                 

 

  January 2017

   21.11    18.89    71,441,079

  February 2017

   23.11    20.82    56,995,141

  March 2017

   21.46    19.40    97,075,860

  April 2017

   20.57    18.78    52,897,531

  May 2017

   19.49    18.25    47,444,729

  June 2017

   18.89    16.72    50,087,809

  July 2017

   17.20    16.07    45,484,422

  August 2017

   17.16    15.89    43,402,275

  September 2017

   17.41    15.71    46,526,772

  October 2017

   17.15    16.37    37,831,095

  November 2017

   17.10    16.26    37,722,732

  December 2017

   16.14    15.16    44,706,415

The closing price of the Common Shares on the TSX on March 22, 2018 was C$17.13.

 

- 96 -


DIRECTORS AND OFFICERS

Directors

The following is a brief biography of each of our directors.

Ian W. Telfer – Chairman of the Board and Director. Mr. Telfer, of British Columbia, Canada, is the Chairman of the Board and a director of Goldcorp. Mr. Telfer has served as the Chairman of the Board since November 15, 2006 and served as Chairman of the World Gold Council from December 2009 to June 2013. Prior thereto, he was President and Chief Executive Officer of Goldcorp since March 17, 2005 and Chairman and Chief Executive Officer of Wheaton River Minerals Ltd. prior to such time since September 2001. Mr. Telfer became a director of Goldcorp in February 2005. Mr. Telfer has over 30 years of experience in the precious metals business. He is co-founder and director of Renaissance Oil Corp. and has served as a director and/or officer of several Canadian and international companies. Mr. Telfer is a Fellow in the Institute of Chartered Accountants. He holds a Bachelor of Arts from the University of Toronto, a Masters of Business Administration from the University of Ottawa and was awarded an honorary doctorate from the University of Ottawa in 2015. Mr. Telfer’s extensive experience in the mining industry provides a direct benefit to both the functionality of the Board and to our shareholders. Mr. Telfer was inducted into the Canadian Mining Hall of Fame in 2015 and is a member of the National Association of Corporate Directors (“ NACD ”) and Institute of Corporate Directors (“ ICD ”).

Beverley A. Briscoe – Vice Chair of the Board and Lead Director. Ms. Briscoe, of British Columbia, Canada, is an independent director of Goldcorp and the Vice-Chair and Lead Director of the Board, a position she has held since April 28, 2016. Ms. Briscoe became a director of Goldcorp in April 2006. In addition to her role at Goldcorp, Ms. Briscoe is the Chair of the Board of Ritchie Bros. Auctioneers Incorporated. She has extensive industry experience in the transportation and industrial equipment sector, including owning a transportation services company from 1997 to 2004. She is the past Chair of the Industry Training Authority for BC (2003 to 2007), past Chair of the BC Forest Safety Council (2008 to 2009), past Chair of the Audit Committee for the Office of the Superintendents of Financial Institutions and a past member of the Government of Canada’s Advisory Council for Promoting Women on Boards. She is a Fellow of the Institute of Chartered Accountants, a Fellow of the ICD in Canada and holds a Bachelor of Commerce from the University of British Columbia. Ms. Briscoe brings an important range of extensive and diverse financial, accounting and business experience to the Board. Ms. Briscoe is a member of the NACD and ICD.

David Garofalo – Director, President and Chief Executive Officer. Mr. Garofalo, of British Columbia, Canada, is our President and Chief Executive Officer, a position he has held since February 29, 2016. Mr. Garofalo became a director of Goldcorp in April 2016. Previously, Mr. Garofalo served as President and Chief Executive Officer and Director of Hudbay Minerals Inc. from July 2010 to December 2015. Prior thereto, Mr. Garofalo had served as Senior Vice President, Finance and Chief Financial Officer with Agnico-Eagle Mines Limited since 2006. In addition, Mr. Garofalo has also served as a director of Colossus Minerals Inc. (2012 to 2013), Malbex Resources Inc. (2009 to 2012), Agnico-Eagle Mines Limited (2008–2010), Stornoway Diamond Corporation (2006 to 2010) and Tiberon Minerals Ltd. (2006 to 2007). Mr. Garofalo holds a Bachelor of Commerce (with Distinction) from the University of Toronto. Mr. Garofalo is a member of the NACD and ICD.

Matthew Coon Come – Director. Mr. Coon Come, of Ontario Canada, is an independent director of Goldcorp. Mr. Coon Come became a director of Goldcorp in July 2017. He is a national and international leader and an advocate of indigenous rights and the former Grand Chief of the Grand Council of the Cree and the former Chairperson of the Cree Regional Authority, positions he held for over 20 years. He also served as National Chief of the Assembly of First Nations from 2000 to 2003. In recognition of his leadership in environmental stewardship, Mr. Coon Come was awarded the Goldman Prize in 1994, considered by many as the “Nobel Prize of Environmental Awards”. Mr. Coon Come studied political science, economics, native studies and courses in law at both Trent and McGill Universities. He also received honorary Doctor of Laws degrees from Trent University in 1998 and the University of Toronto in 2000, in recognition for his leadership and the significance of his work. He is currently a Director of Labrador Iron Mines Holdings Limited. Mr. Coon Come is a member of the NACD and ICD.

 

- 97 -


Margot Franssen, O.C. – Director. Ms. Franssen, of Ontario, Canada, is an independent director of Goldcorp. Ms. Franssen became a director of Goldcorp in April 2015. Ms. Franssen is the founder and past–president of The Body Shop Canada. In 2002, Ms. Franssen was appointed an Officer of the Order of Canada, and she has received the Outstanding Achievement in the Advancement of Women Award from the United Nations Development Fund UNIFEM. She received an undergraduate degree from York University, is a fellow of Ryerson Polytechnic University, and has a honorary Doctor of Humane Letters 1995 and a honorary Doctor of Laws, Honoris Causa 1994. Ms. Franssen has served on numerous boards including CIBC, Women’s College Hospital and York University. Ms. Franssen is dedicated to philanthropic endeavors, with a focus on the Advancement of Women and Girls and Human Rights issues. In 2016, she co-founded The Canadian Centre to End Human Trafficking of Canadian Girls. From 2012 to 2014, she acted as Co-Chair of the National Task Force on Sex Trafficking of Canadian Girls, and for six years prior served as Board Co-Chair of the Canadian Women’s Foundation. In 2011, Ms. Franssen was a founding board member of Women Moving Millions, a global charitable organization committed to encouraging large-scale investments in initiatives that advance and empower women and girls worldwide. Ms. Franssen combines pragmatic business leadership with a unique perspective on the relationship between corporations and their various stakeholders and communities. Her diverse experience in business and philanthropy positions her to provide valuable insight to the Board. Ms. Franssen is a member of the NACD and ICD.

Clement A. Pelletier – Director. Mr. Pelletier, of British Columbia, Canada, is an independent director of Goldcorp. Mr. Pelletier became a director of Goldcorp in May 2014. Mr. Pelletier is a process chemist/metallurgist by training with 14 years in the mining industry and 35 years in resource-related mine/environmental consulting. Mr. Pelletier has managed the environmental engineering work for many projects for clients including: BHP Billiton Limited, Newmont Mining Corporation (“ Newmont ”), Vale S.A./Inco Limited, Glencore Xstrata Plc (formerly known as Xstrata Plc), Placer Dome Inc. (“ Placer Dome ”)/Barrick, Teck, Rio Tinto Borates (formerly known as U.S. Borax Inc.), a subsidiary of the Rio Tinto Group (“ Rio Tinto ”) and First Quantum Minerals Ltd. He has managed large environmental impact statement and permitting for major projects such as the KSM Project, the Jansen Potash Project, Goro Nickel, the Voisey’s Bay Nickel Project, Escondida, the Ekati Diamond Mine and others. Since 1981 as founder and President of Rescan Group, Mr. Pelletier was involved in the evaluation and development of Deep Sea Tailings Placement systems in Europe, the Americas, Africa and Southeast Asia. Mr. Pelletier holds a Bachelor of Science in Chemistry/Metallurgy from the University of Saskatchewan and a Diploma from the Colorado School of Mines. He has served as a director of BioteQ Environmental Technologies Inc. since 2000. Mr. Pelletier is a Fellow of the CIM. Mr. Pelletier’s extensive experience in the industry and environmental and technical expertise provides valuable insight and makes him a significant resource to both the Board and management. Mr. Pelletier is a member of the NACD and ICD.

P. Randy Reifel – Director. Mr. Reifel, of British Columbia, Canada, is an independent director of Goldcorp. Mr. Reifel became a director of Goldcorp in November 2006. Mr. Reifel is President and a director of Chesapeake Gold Corp., a company that explores for precious metals in Mexico and Central America, and President and a director of Gunpoint Exploration Ltd. Prior to his appointment to the Board, he had been a director of Glamis since June 2002 following the acquisition of Francisco Gold Corp. Mr. Reifel holds a Bachelor of Commerce and a Masters of Science in Business Administration from the University of British Columbia. Mr. Reifel’s extensive experience in the mining industry, coupled with his background in precious metals exploration and project development, combine to provide valuable industry insight and perspective to both the Board and management. Mr. Reifel is a member of the NACD and ICD.

Charlie Sartain – Director. Mr. Sartain, of Brisbane, Australia, is an independent director of Goldcorp. Mr. Sartain became a director of Goldcorp in January 2017. Mr. Sartain has over 30 years of experience in the mining industry as a professional mining engineer and corporate executive. Previously, he was the Chief Executive Officer of Xstrata Plc’s global copper business and under his nine-year tenure grew the business to become one of the world’s leading copper producers with mining operations and projects spanning seven countries. Prior to that, Mr. Sartain had extensive operating and executive experience with MIM Holdings Ltd., including General Manager at Ravenswood Gold Mines and General Manager at

 

- 98 -


Ernest Henry Mine in Queensland Australia, President of Minera Alumbrera Ltd. in Argentina and Executive General Manager for Latin America. He is currently a Member of the Senate of the University of Queensland and a Director and Chairman of the Advisory Board of the Sustainable Minerals Institute at the University of Queensland. He is also a Director of the Wesley Medical Research Institute and a Non-Executive Director on the Boards of ASX-listed Austin Engineering Ltd. and ALS Limited. Mr. Sartain holds a Bachelor of Engineering with Honours from the University of Melbourne, Australia. Mr. Sartain is a Fellow Australian Institute of Mining and Metallurgy (FAusIMM), and a Fellow Australian Academy of Technological Sciences and Engineering (FTSE). Mr. Sartain is a member of the NACD and ICD.

Blanca Treviño – Director. Ms. Treviño, of León, Mexico, is an independent director of Goldcorp. Ms. Treviño became a director of Goldcorp in February 2012. Ms. Treviño is currently President and Chief Executive Officer of Softtek, S.A. de C.V. (“ Softtek ”). Under her leadership, Softtek has become a leading information technology services company in Latin America and she has positioned Softtek as a key part of Mexico, opening its doors to the United States as a provider of IT services. Throughout her 25-year career, Ms. Treviño has gained international recognition as a promoter of the IT services industry in and from emerging countries. Ms. Treviño has been on the Board of Directors for Wal-Mart de Mexico SAB De CV since 2006 and Grupo Lala SAB de CV since 2015. She is also a board member of associations such as US Mexico Foundation and The Trilateral Commission. Ms. Treviño holds a Bachelor of Computer Science from the Instituto Tecnológico y de Estudios Superiores de Monterrey. Ms. Treviño’s significant experience in the IT industry, coupled with her experience as an entrepreneur, bring important insight to both the Board and management. Ms. Treviño is a member of the NACD and ICD. Ms. Treviño will be resigning from the Board effective April 25, 2018.

Kenneth F. Williamson – Director. Mr. Williamson, of Ontario, Canada, is an independent director of Goldcorp. Mr. Williamson became a director of Goldcorp in November 2006. Prior thereto, he had been a director of Glamis since 1999. He was Vice-Chairman, Investment Banking at Midland Walwyn/Merrill Lynch Canada Inc. from 1993 to 1998. He has worked in the securities industry for more than 25 years, concentrating on financial services and the natural resource industries in the United States and Europe. Mr. Williamson is currently a director of Tahoe. He holds a Bachelor of Applied Science (P.Eng.) from the University of Toronto and a Masters of Business Administration from the University of Western Ontario. Mr. Williamson’s experience in the investment banking and natural resources industries, in both domestic and international markets, combined with his knowledge of commodities and securities markets, provides the Board with valuable insight and perspective on these issues. In addition, Mr. Williamson brings valuable financial expertise and understanding to the Board. Mr. Williamson is a member of the NACD and ICD.

Directors are elected at each annual meeting of our shareholders and serve as such until the next annual meeting or until their successors are elected or appointed.

Committees

The members of the Audit Committee are Beverly A. Briscoe (Chair), Clement Pelletier, Blanca Treviño and Kenneth Williamson.

The members of the Human Resources and Compensation Committee are Kenneth Williamson (Chair), Margot A. Franssen, P. Randy Reifel and Charlie Sartain.

The members of the Governance and Nominating Committee are Randy Reifel (Chair), Clement A. Pelletier, Blanca Treviño and Beverly A. Briscoe.

The members of the Sustainability Committee are Clement Pelletier (Chair), Matthew Coon Come, Margot A. Franssen, P. Randy Reifel and Charlie Sartain.

 

- 99 -


Officers

The following is a brief biography of each of our officers.

David Garofalo – Director, President and Chief Executive Officer . See biography under “Directors” above.

Jason Attew – Executive Vice President, Chief Financial Officer and Corporate Development. Mr. Attew, of British Columbia, is our Executive Vice President, Chief Financial Officer and Corporate Development, a position he has held since October 26, 2017. Mr. Attew had been our Senior Vice President, Corporate Development and Strategy since August 15, 2016. Mr. Attew is a mining and metals banking executive with over 20 years of experience encompassing project management, corporate finance and investment banking. Mr. Attew has advised on over $20 billion of corporate transactions, raised over $17 billion in growth capital via equity and debt capital markets, and led $6 billion in equity/equity linked financings. Mr. Attew began his career as a Project Manager for a geological exploration company before embarking on a finance career in 2001. Most recently, he was a Managing Director of BMO’s Global Metals & Mining team. Mr. Attew holds a Bachelor of Science from the University of British Columbia, as well as a Masters of Business Administration from Queen’s University.

Todd White – Executive Vice President and Chief Operating Officer. Mr. White, of Washington, United States, is our Executive Vice President and Chief Operating Officer, a position he has held since January 1, 2017. Mr. White had been our Senior Vice President, Technical Services and Business Excellence since July 30, 2014. Prior to joining us, Mr. White held the position of Senior Vice President for South American operations for Newmont. Over his 21 years with Newmont, Mr. White held various leadership roles within the areas of business excellence, operations, and environment. His prior work experience at Newmont has taken him to Indonesia, Australia, Peru, Bolivia, and the United States. Mr. White holds a Bachelor of Science from the University of Nevada.

Brent Bergeron – Executive Vice President, Corporate Affairs and Sustainability. Mr. Bergeron, of British Columbia, Canada, is our Executive Vice President, Corporate Affairs and Sustainability, a position he has held since January 12, 2015. From September 2012 to January 2015 he served as our Senior Vice President, Corporate Affairs and prior to that as our Vice President, Corporate Affairs from December 2010 to September 2012. Mr. Bergeron has 20 years of international and government relations experience in many sectors such as government software, broadcasting, telecommunications and utilities. Prior to joining us, Mr. Bergeron held progressively senior positions at various companies in Canada and Mexico where he was responsible for government relations and business development activities in Latin America, Africa, Europe and Asia. Mr. Bergeron holds a Bachelor of Arts (Economics) and Master of Arts (Economics) from Carleton University.

Charlene Ripley – Executive Vice President, General Counsel. Ms. Ripley, of British Columbia, Canada, is our Executive Vice President, General Counsel, a position she has held since April 1, 2013. Ms. Ripley leads our Legal, Ethics and Compliance and People teams, as well as risk functions including Internal Audit, Enterprise Risk Management and Insurance. Prior to joining us, Ms. Ripley served as Senior Vice President & General Counsel at Linn Energy, LLC in Houston. Ms. Ripley holds a Bachelor of Arts, with distinction, from the University of Alberta and earned her Bachelor of Laws from Dalhousie University in Halifax, Nova Scotia. She is a member of The Law Society of British Columbia, The Law Society of Alberta and the Texas State Bar.

Joseph Dick – Senior Vice President, Mine Optimization. Mr. Dick, of Mexico City, Mexico, is our Senior Vice President, Mine Optimization, a position he has held since March 1, 2018. From March 2015 to February 28, 2018, he served as Senior Vice President, Latin America, and from June 2014 to March 2015, served as the Chief Operating Officer for Goldcorp Mexico. Mr. Dick has over 34 years of experience in the mining sector, including operations, maintenance, engineering, supply chain and sustainability roles in both surface and underground environments. Prior to joining us, he led the transition of the Pueblo Viejo Mine, from construction through to full production, as Pueblo Viejo General Manager from April 2011 to June 2014. Also in his 10 years with Barrick, he led the start-up of the Cortez

 

- 100 -


Hills open pit and underground mines as General Manager of the combined Cortez Mines from January 2008 to March 2011. Mr. Dick has also served in numerous other leadership, managerial and support roles over his career. Mr. Dick received a Bachelor of Science in Mining Engineering from Montana Tech of the University of Montana.

Paul Harbidge – Senior Vice President, Exploration. Mr. Harbidge, of British Columbia, Canada, is our Senior Vice President, Exploration, a position he has held since August 1, 2016. Mr. Harbidge brings over 20 years of mining experience to us, most recently as head of exploration at Randgold Resources Limited. Mr. Harbidge is responsible for the development, implementation and management of the global exploration function within our decentralized model. He holds a Bachelor of Science in Geology from Kingston University in the UK, as well as a Master of Science in Mineral Exploration and Mining Geology from Leicester University in the UK.

Patrick Merrin – Senior Vice President, Canada Operations. Mr. Merrin, of British Columbia, Canada, is our Senior Vice President, Canada Operations, a position he has held since February 1, 2018. Mr. Merrin joined us as Vice President, Canada Operations on September 11, 2017. Prior to joining us, he held the position of Vice President of the Arizona Business unit with Hudbay Minerals Inc. from July 2014 until September 2017 and Vice President, Business Development and Technical Services from July 2012 until July 2014. Prior thereto, Mr. Merrin held various executive and management positions with Adex Mining Inc., Xstrata Nickel, and Lucas Milhaupt, a division of Handy & Harman Ltd. Mr. Merrin holds a Bachelor in Chemical Engineering from McGill University and a Masters of Business Administration from the University of Toronto. He has been a member of the Professional Engineers of Ontario since 1997.

Ivan Mullany – Senior Vice President, Technical Services. Mr. Mullany, of Ontario, Canada, is our Senior Vice President, Technical Services, a position he has held since August 18, 2017. Mr. Mullany is a senior executive with extensive leadership strengths in project development, operations, technical excellence, innovation, strategic planning and execution, gained over a 30-year career in the mining sector. He has held a series of progressively senior positions in both production and projects at various major mining companies, including Rio Tinto and Barrick, Prior to joining us, Mr. Mullany held senior leadership roles with Hatch Ltd. and Barrick. Mr. Mullany spent 12 years at Barrick where he was the Senior Vice President, Capital Projects. He holds a Bachelor of Science in Extractive Metallurgy from Murdoch University. Mr. Mullany is a Fellow at the Australian Institute of Mining and Metallurgy (FAusIMM).

Richard Orazietti – Senior Vice President, Treasurer.  Mr. Orazietti, of British Columbia, Canada, is our Senior Vice President, Treasurer, a position he has held since November 1, 2017. Mr. Orazietti, had been our Senior Vice President, Controller since March 9, 2016 and prior to that the Vice President, Internal Audit since February 2012. Prior to joining us, Mr. Orazietti was Vice President of Finance at BCE Inc. where he led the financial management of various operating divisions. He brings us extensive experience in finance and accounting, risk and assurance, operational management, strategic planning, corporate development and change management. Mr. Orazietti is a Chartered Professional Accountant in British Columbia and holds a Bachelor of Business Administration from Simon Fraser University. He is currently completing a Global Executive MBA at IESE Business School of the University of Navarra.

Rohan Athaide – Vice President, Risk Management  & Assurance . Mr. Athaide, of British Columbia, Canada, is our Vice President, Risk Management & Assurance, a position he has held since March 2017. Mr. Athaide had been our Vice President, Internal Audit since March 9, 2016. Mr. Athaide joined us on January 30, 2012 and has held increasingly senior leadership positions. Prior to joining us, Mr. Athaide held leadership roles in the Advisory Services practice of Ernst & Young, during which he led internal audit and internal controls over financial reporting services for several multi-national corporations, while also providing consulting services in risk management, process improvement, and change management. Mr. Athaide has certifications in internal audit and risk management, and holds an Honours Bachelor of Arts specializing in economics from the University of Toronto.

Peter Calnan – Vice President, Safety and Health. Mr. Calnan, of Ontario, Canada, is our Vice President, Safety and Health, a position he has held since, December 1, 2017. Mr. Calnan had been acting as our Global Head of Health and Safety since June 1, 2017 and prior thereto was the Director of

 

- 101 -


Health, Safety and Change Management for the Canada/US Region since September 1, 2015. Prior to joining us, Mr. Calnan worked at Barrick, the Ontario Ministry of Labour and Newmont, where he held various positions in Health and Safety, and as an inspector for the Ministry in Ontario. He has been working in the mining industry since 1981. Mr. Calnan holds a designation as a Canadian Registered Safety Professional.

Luis Canepari – Vice President, Technology. Mr. Canepari, of British Columbia, Canada, is our Vice President, Technology, a position he has held since February 15, 2013. Mr. Canepari had served as our Director, Information Technology Applications since November 2012. As Vice President, Information Technology, Mr. Canepari leads the global information technology organization and is responsible for driving and overseeing enterprise-wide plans to further realize value from our strategic business and technology investments, particularly leveraging SAP as our strategic platform. Prior to joining us, Mr. Canepari held the position of Director of Engineering and Construction in AES Corporation based in Arlington, Virginia. Mr. Canepari holds a Masters of Business Administration from Georgetown University, Washington, DC and a Bachelor of Science with a major in Systems Engineering from Universidad Metrolopolitana, Caracas, Venezuela. He is also a Certified Information Security Manager and a Certified Information Security Auditor.

Randall Chatwin – Vice President, Assistant General Counsel. Mr. Chatwin, of British Columbia, Canada, is our Vice President, Assistant General Counsel, a position he has held since February 15, 2017. Mr. Chatwin had been our Assistant General Counsel since May 2015. Prior to joining us, he spent 11 years in private practice at the law firm of Lawson Lundell LLP practicing corporate commercial law with a specific focus on corporate finance and mergers and acquisitions in the mining industry. Mr. Chatwin holds a Bachelor of Arts from the University of Victoria and Juris Doctor from the University of Saskatchewan.

Rishi Ghuldu – Vice President, Supply Chain  & Asset Management. Mr. Ghuldu, of British Columbia Canada, is our Vice President, Supply Chain & Asset Management, a position he has held since October 31, 2016. He had been appointed Vice President, Operational Excellence in February 2016, taking responsibility for the Operational Excellence and Supply Chain functions. Mr. Ghuldu joined us in July 2013 as Director, Operational Excellence. Prior to joining us, he spent nine years at Barrick, taking on a series of progressive positions and responsibilities, which included Business Improvement, Supply Chain and Mergers and Acquisitions. He began his career in the automotive industry, involved with operations management and new plant designs. Mr. Ghuldu holds a Bachelor of Technology in Manufacturing Engineering from McMaster University and an executive Masters of Business Administration from the Kellogg-Schulich School of Business, at Northwestern and York University.

Jack Henris – Vice President, Mining and Geotechnical. Mr. Henris, of Colorado, United States, is our Vice President, Mining, a position he has held since January 8, 2018. Mr. Henris has over 32 years of experience in the mining industry. He has held senior positions at Newmont including General Manager at Carlin and Cripple Creek and Victor, Mine Manager for Carlin Surface Operations and Leeville Underground Operations and Chief Engineer for Carlin Surface Operations. Mr. Henris holds a Bachelor of Engineering (Geological) from South Dakota School of Mines and Technology.

Simon Hille – Vice President, Global Innovation, Metallurgy  & Processing. Mr. Hille, of British Columbia, Canada, is our Vice President, Global Innovation, Metallurgy & Processing, a position he has held since February 15, 2018. Mr. Hille had been our Vice President, Technical Services since January 1, 2014. Mr. Hille had been our Director, Metallurgy since 2012. Mr. Hille is an extractive metallurgist with extensive experience in senior technical positions in the mining industry, with a proven track record in developing new technologies. He has held a series of progressively senior positions in both production and corporate levels at various major mining companies, including Barrick, Newcrest Mining Limited, Western Mining Corporation and Placer Dome. Prior to joining us, Mr. Hille spent five years as the Senior Manager Metallurgy and Process for Barrick in Toronto. He holds a Bachelor of Science in Extractive Metallurgy from the Western Australian School of Mines.

 

- 102 -


Joanne Klein – Vice President, People. Ms. Klein, of British Columbia, Canada, is our Vice President, People, a position she has held since January 1, 2014. Ms. Klein had been our Director, Compensation since May 2011. Ms. Klein has over 16 years of experience in human resource, specializing in compensation. She has held a series of progressively senior positions at various global organizations in Canada, the US and Europe. Prior to joining us, Ms. Klein held the position of Director, Compensation Strategy and Design at TELUS Corporation from April 2008 to February 2011. Ms. Klein started her career with Deloitte LLP in their International Assignments Tax practice in London, England where she successfully achieved her Association of Tax Technicians qualification. Ms. Klein holds a Bachelor of Arts in Accountancy (Honours) from Glasgow Caledonian University.

Sean McCarthy – Vice President, Business Planning . Mr. McCarthy, of British Columbia, Canada, is our Vice President, Business Planning, a position he has held since March 19, 2018. Mr. McCarthy joined us in 2014 as Business Director, Mexico Studies and assumed the role of Director, Capital Allocation in June 2016 before transitioning to the role of Director, Business Planning in October 2016. Prior to joining us, he worked for over ten years at Newmont, holding several senior roles in the area of financial planning and analysis, most recently as Director of Business Planning. Mr. McCarthy holds a Bachelor of Arts in Economics from the College of William & Mary in Virginia and a Masters of Business Administration in Finance from the University of Colorado Leeds School of Business.

John Mullaly – Vice President, Government Affairs and Energy Regulation . Mr. Mullaly, of Ontario, Canada, is our Vice President, Government Affairs and Energy Regulation, a position he has held since February 14, 2018. Mr. Mullaly had been our Director, Government Relations and Energy since July 2014. Prior to joining us, he worked for Vale S.A. as the Director, Corporate Affairs from 2012 to 2014, with E&Y LLP as a Management Consultant in 2011 and with the Organization for Economic Cooperation and Development in Paris from 2009 to 2011. Mr. Mullaly holds a Bachelor of Commerce from Dalhousie University and a Masters of Business Administration from INSEAD.

Bill Patterson – Vice President, Global Studies . Mr. Patterson, of Colorado, United States, is our Vice President, Global Studies, a position he has held since February 17, 2016. Mr. Patterson had been our Mexico Regional Study Director since 2014. Prior to joining us, he held positions in business planning, studies and project development for Newmont. Mr. Patterson is a Civil Engineer with global mining exposure in all phases of the mine life cycle including business planning, early stage studies, project engineering, permitting, construction, start-up, operations, and closure. He is a registered Professional Engineer and holds a Master’s Degree in Civil Engineering from the University of Colorado and a Masters of Business Administration from the University of Denver.

Lincoln Schreiner – Vice President, Tax. Mr. Schreiner, of British Columbia, Canada, is our Vice President, Tax, a position he has held since April 1, 2017. In his role, Mr. Schreiner is responsible for global tax affairs and compliance, and tax-related support of corporate development and finance activities. He was previously a senior client service partner at PricewaterhouseCoopers LLP, and member of the Canadian partnership board, where he advised large Canadian corporations about financial and tax matters associated with expanding their business affairs domestically and internationally. Mr. Schreiner is a Chartered Professional Accountant (CPA) and holds a Bachelor of Commerce from the University of British Columbia.

Lynsey Sherry – Vice President, Controller . Dr. Sherry, of British Columbia, Canada is our Vice President, Controller, a position she has held since March 19, 2018. Dr. Sherry had been our Director, Group Accounting since July 2017. Dr. Sherry joined us in 2011 and has held increasingly senior leadership positions in the finance department. Prior to joining us, Dr. Sherry was Finance Manager with Yukon-Nevada Gold Corp. from 2010 to 2011, prior to which she was an audit manager with Deloitte LLP in the Vancouver and London offices. Dr. Sherry holds a PhD in Biochemistry from the University of Manchester and is a Fellow Chartered Accountant with the Institute of Chartered Accountants in England and Wales.

David Stephens Vice President, Corporate Development and Marketing. Mr. Stephens, of Alberta, Canada, is our Vice President, Corporate Development and Marketing, a position he has held since November 1, 2017. Mr. Stephens had served as our Vice President, Treasurer since March 9, 2016 and prior to that as Director, Business Development from February 2015 to March 2016 and Manager, Business Development from January 2014 to February 2015. Prior to joining us Mr. Stephens operated a private consulting firm from September 2011 to December 2013 that prepared research reports valuing equities in the mining sector for a major investment bank. Prior to that, Mr. Stephens held several increasingly senior roles in the mining investment banking group at Macquarie Capital Markets Canada, culminating with the position of Vice President. Mr. Stephens holds a Bachelor in Electrical Engineering and Computer Science from Harvard University.

Anna M. Tudela, Acc. Dir. – Vice President, Diversity, Regulatory Affairs and Corporate Secretary. Ms. Tudela, of British Columbia, Canada, is our Vice President, Diversity, Regulatory Affairs and Corporate Secretary, a position she has held since in May 2015. Ms. Tudela had been our Vice President, Regulatory Affairs since May 20, 2008. Prior thereto, she had been our Director, Regulatory Compliance from August 2007 to May 2008, was appointed our Corporate Secretary on May 2, 2007 and had been our Director, Legal and Assistant Corporate Secretary from August 15, 2005 to May 2, 2007. Ms. Tudela has more than 30 years of experience in the securities and corporate finance areas. She is a

 

- 103 -


member of the Governance Professionals of Canada, the ICD, the NACD, the British Columbia and Yukon Chamber of Mines, Forum for Women Entrepreneurs BC, the Rocky Mountain Mineral Foundation, Women on Board and the Canadian Centre for Diversity and Inclusion.

Lisa Wade, M.Sc. – Vice President, Environment , Reclamation and Closure . Ms. Wade, of Washington, United States, is the Vice President, Environment, Reclamation and Closure, a position she has held since March 19, 2018. Ms. Wade had been our Vice President, Environment since August 1, 2015. Ms. Wade joined us in 2005 and had been our Director, Environment since 2010. Prior to joining us, Ms. Wade had worked with Newmont since 1996 at the Twin Creeks Mine in Nevada and held progressively more senior positions in the US and Latin America. Ms. Wade holds a Bachelor of Science and Masters of Science in Environmental Engineering from Montana Tech in Butte, Montana.

As at the date of this annual information form, our directors and executive officers, as a group, beneficially owned, directly or indirectly, or exercised control or direction over 5,064,391 Common Shares, representing less than one percent of the total number of Common Shares outstanding before giving effect to the exercise of options or warrants to purchase Common Shares held by such directors and executive officers. The statement as to the number of Common Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by our directors and executive officers as a group is based upon information furnished by the directors and executive officers.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

None of our directors or executive officers is, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including Goldcorp) that: (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

None of our directors, executive officers, or shareholders holding a sufficient number of our securities to affect materially control of Goldcorp: (i) is, or within ten years prior to the date hereof has been, a director or executive officer of any company (including Goldcorp) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (ii) has, within ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

None of our directors, executive officers, or shareholders holding a sufficient number of our securities to affect materially the control of Goldcorp, has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision, other than Ian Telfer, who entered into a settlement agreement with staff of the Ontario Securities Commission in September 2013 with respect to allegations that he acted contrary to the public interest in connection with a private share transaction in 2008. Pursuant to the settlement agreement, Mr. Telfer paid C$200,000 towards the cost of the investigation.

 

- 104 -


Conflicts of Interest

To the best of our knowledge, and other than as disclosed in this annual information form, there are no known existing or potential conflicts of interest between us and any of our directors or officers, except that certain of the directors and officers serve as directors and officers of other public companies and therefore it is possible that a conflict may arise between their duties as a director or officer of Goldcorp and their duties as a director or officer of such other companies. See “Risk Factors — Certain of our directors and officers also serve as directors and/or officers of other companies involved in natural resource exploration and development and consequently there exists the possibility for these directors and officers to be in a position of conflict” above.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as described in this annual information form, since January 1, 2015, none of our directors, executive officers or 10% shareholders or any associate or affiliate of any such person or company, has or had any material interest, direct or indirect, in any transaction that has materially affected or will materially affect us or any of our subsidiaries.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our Common Shares in Canada is AST Trust Company (Canada) at its principal offices in Vancouver, British Columbia and Toronto, Ontario. The co-transfer agent and registrar for our Common Shares in the United States is Mellon Investor Services LLC at its principal offices in Jersey City, New Jersey.

LEGAL PROCEEDINGS

On October 28, 2016 and February 14, 2017, separate purported class actions were commenced in the Ontario Superior Court of Justice pursuant to the Class  Proceedings Act (Ontario) against Goldcorp and certain of its current and former officers. Both statement of claims alleged common law negligent misrepresentation in our public disclosure concerning the Peñasquito Mine and pleaded an intention to seek leave from the Court to proceed with an allegation of statutory misrepresentation pursuant to the secondary market civil liability provisions under the Securities Act (Ontario). By a consent order, the latter lawsuit will proceed, and the former action has been stayed. The active lawsuit purports to be brought on behalf of persons who acquired our securities in the secondary market during an alleged class period from October 30, 2014 to August 23, 2016. We believe the allegations made in the claim are without merit and intend to vigorously defend against this matter.

MATERIAL CONTRACTS

Other than contracts entered into in the ordinary course of business, we have not entered into any material contracts within the financial year ended December 31, 2017 or before such time that are still in effect.

INTERESTS OF EXPERTS

Stephane Blais, P.Eng., Chris Osiowy, P.Geo., and Nuri Hmidi, P.Eng., have acted as qualified persons on the Red Lake Report and have reviewed and approved the information related to the Red Lake Mines contained in this annual information form, other than the Mineral Reserve and Mineral Resource estimations. Each of the aforementioned persons is an employee of Goldcorp. Ivan Mullany, FAusIMM, has reviewed and approved the Mineral Reserve and the Mineral Resource estimation with respect to the Red Lake Mines contained in this annual information form.

Christine Beausoleil, P.Geo., Denis Fleury, P.Eng., Andy Fortin, P.Eng., and Luc Joncas, P.Eng., have acted as qualified persons on the Éléonore Report and have reviewed and approved the

 

- 105 -


information related to the Éléonore Mine contained in this annual information form, other than the Mineral Reserve and Mineral Resource estimations. Each of Andy Fortin, P.Eng., and Luc Joncas, P.Eng. is an employee of Goldcorp. Ivan Mullany, FAusIMM, has reviewed and approved the Mineral Reserve and the Mineral Resource estimation with respect to the Éléonore Mine contained in this annual information form.

Dan Redmond, P.Geo., Dr. Sally Goodman, P.Geo., Dr. Guillermo Pareja, P.Geo., and Andre De Ruijter, P.Eng., have acted as qualified persons on the Peñasquito Report and have reviewed and approved the information related to the Peñasquito Mine contained in this annual information form, other than the Mineral Reserve and Mineral Resource estimations. Each of Dr. Sally Goodman, P.Geo. and Dr. Guillermo Pareja, P.Geo. is an employee of Goldcorp. Ivan Mullany, FAusIMM, has reviewed and approved the Mineral Reserve and the Mineral Resource estimation with respect to the Peñasquito Mine contained in this annual information form.

Rosmery Cardenas, P.Eng., Hugo Miranda, MBA, ChMC (RM), and Holger Krutzelmann, P.Eng., of Roscoe Postle Associates Inc., have acted as qualified persons in connection with the Pueblo Viejo Report and have reviewed and approved the information related to the Pueblo Viejo Mine contained in this annual information form. Each of Rosmery Cardenas, Hugo Miranda and Holger Krutzelmann is independent of Goldcorp.

Andrew Tripp, P.E., Dr. Sally Goodman, P.Geo., Dr. Guillermo Pareja, P.Geo., and Kevin Murray, P.Eng., have acted as qualified persons on the Cerro Negro Report and have reviewed and approved the information related to the Cerro Negro Mine contained in this annual information form, other than the Mineral Reserve and Mineral Resource estimations. Each of the aforementioned persons is an employee of Goldcorp. Ivan Mullany, FAusIMM, has reviewed and approved the Mineral Reserve and the Mineral Resource estimation with respect to the Cerro Negro Mine contained in this annual information form.

All other scientific and technical information in this annual information form has been reviewed and approved by Ivan Mullany, FAusIMM, our Senior Vice President, Technical Services, who is a qualified person under NI 43-101.

As at the date hereof, Ivan Mullany, FAusIMM, Stephane Blais, P.Eng., Chris Osiowy, P.Geo., and Nuri Hmidi, P.Eng., Christine Beausoleil, P.Geo., Denis Fleury, P.Eng., Andy Fortin, P.Eng., Luc Joncas, P.Eng., Dan Redmond, P.Geo., Dr. Sally Goodman, P.Geo., Dr. Guillermo Pareja, P.Geo., Andre De Ruijter, P.Eng., Andrew Tripp, P.E., Kevin Murray, P.Eng., Rosmery Cardenas, P.Eng., Hugo Miranda, MBA, ChMC (RM), and Holger Krutzelmann, P.Eng., collectively hold less than one percent of our outstanding securities or of any our associates or affiliates.

Deloitte LLP (“ Deloitte ”) is our Independent Registered Public Accounting Firm and is independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia and the rules and standards of the Public Company Accounting Oversight Board and the securities laws and regulations administered by the SEC.

AUDIT COMMITTEE

The Audit Committee is responsible for monitoring our systems and procedures for financial reporting and internal control, reviewing certain public disclosure documents and monitoring the performance and independence of our external auditors. The Audit Committee is also responsible for reviewing our audited annual consolidated financial statements, unaudited interim consolidated financial statements and management’s discussion and analysis of financial results of operations for both annual and interim consolidated financial statements and review of related operations prior to their approval by the Board.

The Audit Committee’s charter sets out its responsibilities and duties, qualifications for membership, procedures for committee member removal and appointments and reporting to the Board. A copy of the charter is attached as Schedule “A”.

 

- 106 -


The members of our Audit Committee as at the date of this annual information form are Beverley A. Briscoe (Chair), Clement Pelletier, Blanca Treviño and Kenneth F. Williamson. Each of Ms. Briscoe and Treviño and Mr. Pelletier and Williamson are independent and financially literate within the meaning of National Instrument 52-110 Audit Committees (“ NI 52-110 ”). In addition to being independent directors as described above, all members of the Audit Committee must meet an additional “independence” test under NI 52-110 in that their directors’ fees are the only compensation they, or their firms, receive from us and that they are not affiliated with Goldcorp. The meaning of independence under NI 52-110 is set out in Schedule “A” to the Audit Committee’s charter.

The Audit Committee met four times in 2017. Each of Beverley A. Briscoe (Chair), Blanca Treviño and Kenneth F. Williamson were present at all four meetings and Clement Pelletier was present at the two meetings that were held in 2017 following his appointment to the Audit Committee on April 26, 2017.

Relevant Education and Experience

Set out below is a description of the education and experience of each audit committee member that is relevant to the performance of his or her responsibilities as an audit committee member:

Beverley A. Briscoe – Director. Ms. Briscoe has been President of Briscoe Management Limited since 2004 and is Chair of the Board of Ritchie Bros. Auctioneers Incorporated. She is the past Chair of the Audit Committee for the Office of the Superintendents of Financial Institutions. She is a Fellow of the Institute of Chartered Accountants, a Fellow of the ICD in Canada and holds a Bachelor of Commerce from the University of British Columbia. Ms. Briscoe brings an important range of extensive and diverse financial, accounting and business experience to the Board. In addition, Ms. Briscoe’s experience managing financial and reporting matters benefits Goldcorp with respect to the issues overseen by the Audit Committee. In 2016, Ms. Briscoe was named to the 2016 National Association of Corporate Directors’ (NACD) Directorship 100. Ms. Briscoe is a member of the NACD and the ICD.

Clement Pelletier – Director. Mr. Pelletier is a process chemist/metallurgist by training with 14 years in the mining industry and 35 years in resource-related mine/environmental consulting. Since 1981 as founder and President of Rescan Group. Mr. Pelletier holds a Bachelor of Science in Chemistry/Metallurgy from the University of Saskatchewan and a Diploma from the Colorado School of Mines. Mr. Pelletier is a Fellow of the CIM. Mr. Pelletier’s extensive experience in the industry and environmental and technical expertise provides valuable insight and makes him a significant resource to both the Board and management. Mr. Pelletier is a member of the NACD and ICD.

Blanca Treviño – Director. Ms. Treviño is currently President and Chief Executive Officer of Softtek. Under her leadership, Softtek has become a leading information technology services company in Latin America. Ms. Treviño has been on the Board of Directors for Wal-Mart de Mexico SAB De CV since 2006 and Grupo Lala SAB de CV since 2015. She is also a board member of associations such as US Mexico Foundation and the Trilateral Commission and has been a board member for several universities and non-profit organizations. Ms. Treviño holds a Bachelor of Computer Science from the Instituto Tecnológico de Estudios Superiores de Monterrey (ITESM). Ms. Treviño’s significant experience in the IT industry, coupled with her experience as an entrepreneur, bring important insight to both the Board and management. Ms. Treviño is a member of the NACD and ICD. Ms. Treviño will be resigning from the Board effective April 25, 2018.

Kenneth F. Williamson – Director. Mr. Williamson was Vice-Chairman, Investment Banking at Midland Walwyn/Merrill Lynch Canada Inc. from 1993 to 1998. Prior to that, he worked at Walwyn/Merrill in Investment Banking with increasing responsibility and titles since 1980. He has worked in the securities industry for more than 25 years, concentrating on financial services and the natural resource industries in the United States and Europe. He holds a Bachelor of Applied Science (P.Eng.) from the University of Toronto and a Masters of Business Administration from the University of Western Ontario. Mr. Williamson’s experience in the investment banking and natural resources industries, in both domestic and international markets, combined with his knowledge of commodities and securities markets, provides the Board with valuable insight and perspective on these issues. In addition, Mr. Williamson brings valuable financial expertise and understanding to the Board. Mr. Williamson is a member of the NACD and ICD.

 

- 107 -


Pre-Approval Policies and Procedures

The Audit Committee’s charter sets out responsibilities regarding the provision of non-audit services by our independent registered chartered accountant. This policy encourages consideration of whether the provision of services other than audit services is compatible with maintaining the auditor’s independence and requires Audit Committee pre-approval of permitted audit and audit-related services.

External Auditor Service Fees

Deloitte has served as our chartered professional accountant for each of the fiscal years ended December 31, 2017 and 2016. Fees paid to Deloitte in 2017 and 2016 are set out below:

 

       2017                      2016  
      

 

            (amount in C$ thousands)         

 

Audit Fees (1)

       $6,376            $5,879    

Audit-related Fees (2)

       361            278    

Tax Fees (3)

       286            405    

All Other Fees (4)

       36            -    

 

Total

 

       $7,059          

 

 

 

$6,562   

 

 

                                                     

 

  (1)

Audit fees include fees for services rendered by the external auditors in relation to the audit and review of our financial statements and in connection with our statutory and regulatory filings. The increase in audit fees in 2017 compared to 2016 is primarily related to the timing of audit billings partially offset by a decrease in 2017 fees.

  (2)

In 2017, audit-related fees primarily related to assistance with translation services ($184,000), ESTMA audit ($49,000) and the audit of our defined benefit plans ($38,000). In 2016, audit-related fees primarily related to translation services ($140,000), assistance with securities filings ($55,000) and the audit of our defined benefit plan ($37,000).

  (3)

Tax fees mainly related to tax compliance and transfer pricing services for various jurisdictions.

  (4)

Other fees relate to the assessment of our sustainability framework.

Auditor Partner Rotation

As a registrant with the United States Securities and Exchange Commission, the signing Deloitte audit partner and the engagement quality control partner cannot serve in those roles on our audit team for more than five consecutive years. Deloitte audit partners of our subsidiaries whose assets or revenues constitute 20% or more of the assets or revenues of our respective consolidated assets or revenues cannot serve in this role for more than seven consecutive years.

ADDITIONAL INFORMATION

Additional information relating to Goldcorp can be found on SEDAR at www.sedar.com ; on the United States Securities and Exchange Commission website at www.sec.gov ; or on our website at www.goldcorp.com . Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of our securities and securities authorized for issuance under equity compensation plans is contained in our management information circular dated March 12, 2018 for our annual general and special meeting to be held on April 25, 2018, which will be available on SEDAR at www.sedar.com . Additional financial information is provided in our audited consolidated financial statements and management’s discussion and analysis for the financial year ended December 31, 2017.

 

- 108 -


SCHEDULE “A”

TERMS OF REFERENCE FOR THE AUDIT COMMITTEE

 

I.

PURPOSE

The Audit Committee (“Audit Committee” or “Committee”) is a committee of the Board of Directors (the “Board”) of Goldcorp Inc. (“Goldcorp” or the “Company”). The purpose of the Audit Committee is to assist the Board in fulfilling its responsibilities in relation to internal control and financial reporting, and carries out certain oversight functions on behalf of the Board, including the oversight of:

 

  A.

the accuracy, integrity and timeliness of the Company’s financial statements and other financial information provided by the Company to securities regulators, governmental bodies and/or the public.

 

  B.

the Company’s compliance with legal and regulatory requirements.

 

  C.

assessing the independence, qualifications, performance and recommending the appointment of the Company’s independent auditors to the Company’s Board of directors;

 

  D.

overseeing the non-audit services provided by the independent auditors.

 

  E.

assessing the performance of the Company’s internal audit function.

 

  F.

assessing the standards of business conduct and ethics for directors, senior management and employees.

 

  G.

assessing management’s evaluation of the effectiveness of internal controls.

 

  H.

assessing the Company’s enterprise risk management framework.

 

II.

COMPOSITION AND OPERATIONS

 

  A.

The Committee shall operate under the guidelines applicable to all Board committees, which are located in item 31(vii) of Tab A-8, Board Guidelines.

 

  B.

The Audit Committee shall be comprised of at least three directors, all of whom are required to be “independent” as such term is defined in Appendix A of the Board Guidelines.

 

  C.

In addition, unless otherwise authorized by the Board, no director shall be qualified to be a member of the Audit Committee if such director (i) is an “affiliated person”, as defined in Appendix One, or (ii) receives (or his/her immediate family member or the entity for which such director is a director, member, partner or principal and which provides consulting, legal, investment banking, financial or other similar services to the Company receives), directly or indirectly, any consulting, advisory, or other compensation from the Company other than compensation for serving in his or her capacity as member of the Board and as a member of Board committees.

 

  D.

All members shall, to the satisfaction of the Board of Directors, be “financially literate” as defined in Appendix One, and at least one member shall have accounting or related financial management expertise to qualify as a “financial expert” as defined in Appendix One.

 

 

page A-1


  E.

If a Committee member simultaneously serves on the audit committees of more than three public companies, the Committee shall seek the Board’s determination as to whether such simultaneous service would impair the ability of such member to effectively serve on the Company’s audit committee and ensure that such determination is disclosed.

 

  F.

The Committee shall meet at least four times annually, or more frequently as circumstances require. The Committee shall meet within 45 days following the end of each of the first three financial quarters to review and discuss the unaudited financial results for the preceding quarter and the related MD&A and shall meet within 90 days following the end of the fiscal year end to review and discuss the audited financial results for the year and related MD&A prior to their publishing.

 

  G.

The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. For purposes of performing their audit related duties, members of the Committee shall have full access to all corporate information and shall be permitted to discuss such information and any other matters relating to the financial position of the Company with senior employees, officers and independent auditors of the Company.

 

  H.

As part of its job to promote and foster open communication, the Committee should meet at least annually with management, the internal auditor and the independent auditors in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately. In addition, the Committee or at least its Chair should meet with the independent auditors and management quarterly to review the Company’s financial statements.

 

  I.

Each of the Chair of the Committee, members of the Committee, Chair of the Board, independent auditors, Chief Executive Officer, Chief Financial Officer or Corporate Secretary shall be entitled to request that the Chair of the Audit Committee call a meeting which shall be held within 48 hours of receipt of such request.

 

III.

RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

 

  A.

Approve an agenda for the upcoming year.

 

  B.

Review and update these Terms of Reference at least annually, or as conditions dictate.

 

  C.

Describe in the Company’s Management Information Circular the Committee’s composition and responsibilities and how they were discharged.

 

 

page A-2


  D.

Review Significant and Material Financial Documents and support related thereto to be released by the Company and other documents as outlined herein:

 

  i)

Review with management, the independent auditors, and the internal auditor, the Company’s interim and annual financial statements, management discussion and analysis, earnings releases and any reports or other financial information to be submitted to any governmental and/or regulatory body, or the public, including any certification, report, opinion, or review rendered by the independent auditors for the purpose of recommending their approval to the Board prior to their filing, issue or publication. The Chair of the Committee may represent the entire Committee for purposes of this review in circumstances where time does not allow the full Committee to be available.

 

  ii)

Review analyses prepared by management, and/or the internal auditor, and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP and IFRS methods on the financial statements.

 

  iii)

Review the effect of regulatory and accounting initiatives, as well as off balance sheet structures, on the financial statements of the Company.

 

  iv)

Ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the issuer’s financial statements, as well as review any financial information, non-GAAP metrics contained in the MDA and basis of presentation and earnings guidance provided to analysts and periodically assess the adequacy of those procedures.

 

  v)

Review policies and procedures with respect to directors’ and officers’ expense accounts and management perquisites and benefits, including their use of corporate assets and expenditures related to executive travel and entertainment, and review the results of the procedures performed in these areas by the independent auditors and/or the internal auditor.

 

  vi)

Review expenses of the Non-Executive Board Chair and of the CEO annually.

 

  vii)

Review the Company’s aircraft flight record annually.

 

  E.

Interaction with the Independent Auditors (the “Auditor”) will be as follows:

 

  i)

The Auditor will report directly to the Audit Committee as representatives of the shareholders. They are to be available to the Audit Committee and the full Board as needed.

 

  ii)

In consultation with the Chief Executive Officer and Chief Financial Officer, recommend to the Board and approve the selection of the Auditor, and consider the Auditor’s independence and effectiveness, and approve the Auditor’s fees and other compensation.

 

  iii)

Continuously monitor the relationship between management and the Auditor including reviewing any management letters or other reports issued and discussing any material differences of opinion between management and the auditor.

 

 

page A-3


  iv)

Review and discuss, on an annual basis, with the Auditor all significant relationships they have with the Company to determine their independence and report to the Board of Directors.

 

  v)

Review and approve requests for any non-audit services to be performed by the Auditor. Pre-approval of non-audit services is satisfied if:

 

  a)

the aggregate amount of non-audit services that were not pre-approved is expected to constitute no more than 5% of the total amount of fees paid by the Company and its subsidiaries to the Auditor during fiscal year in which the services are provided;

 

  b)

the Company or a subsidiary did not recognize the services as non-audit at the time of the engagement; and

 

  c)

the non-audit services are promptly brought to the attention of the Committee prior to the completion of the audit and are approved by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee.

 

  vi)

Ensure disclosure of any specific policies or procedures adopted by the Committee to satisfy pre-approval requirements for non-audit services by the Auditor.

 

  vii)

Review the relationship of non-audit fees to audit fees paid to the Auditor, to ensure that the Auditor’s independence is maintained.

 

  viii)

Ensure that both the audit and non-audit fees are disclosed to shareholders by category.

 

  ix)

Review the performance of the Auditor and approve any proposed discharge and replacement when circumstances warrant. Consider with management and the Auditor the rationale for employing accounting/auditing firms other than the Auditor. Report on the foregoing to the Board.

 

  x)

At least annually, consult with the Auditor, out of the presence of management, about significant risks or exposures, internal controls and other steps that management has taken to control such risks, and the fullness and accuracy of the organization’s financial statements. Particular emphasis should be given to the adequacy of internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper.

 

  xi)

At least annually, receive input from the CEO and/or the CFO on audit quality, quality of engagement team, and relationship with the auditor.

 

  xii)

Oversee the work of the Auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services.

 

 

page A-4


  xiii)

Ensure that the Auditors are prohibited from providing the following non-audit services and determining which other non-audit services the independent auditors are prohibited from providing:

 

  a)

bookkeeping or other services related to the accounting records or financial statements of the Company;

 

  b)

financial information systems design and implementation;

 

  c)

appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

 

  d)

actuarial services;

 

  e)

internal audit outsourcing services;

 

  f)

management functions or human resources;

 

  g)

broker or dealer, investment adviser or investment banking services;

 

  h)

legal services and expert services unrelated to the audit; and

 

  i)

any other services which the Public Company Accounting Oversight Board determines to be impermissible.

 

  xiv)

At least every 5 years, perform a comprehensive review of the Auditor, including a comprehensive review of the firm’s history with the Auditor.

 

  F.

Provide oversight of Internal Audit as follows:

 

  i)

Review and approve the mandate, risk assessment, audit coverage, planned areas of focus, budget and staffing of internal audit.

 

  ii)

Review the independence of the internal audit function.

 

  iii)

Review the quarterly report of the leader of internal audit regarding internal audit findings, and the Company’s progress in remedying any audit findings.

 

  iv)

Quarterly, meet with the leader of internal audit to discuss the adequacy of the Company’s internal controls, significant risks and other matters.

 

  v)

Annually assess the performance of the leader of internal audit, including the role and effectiveness of internal audit in the overall context of the Company’s risk management and control system.

 

  G.

Financial Reporting Processes

 

  i)

In consultation with the Auditor, review the integrity of the organization’s financial and accounting controls and reporting processes, both internal and external.

 

 

page A-5


  ii)

Consider the Auditor’s judgments about the quality and appropriateness, not just the acceptability, of the Company’s accounting principles and financial disclosure practices, as applied in its financial reporting, particularly about the degree of aggressiveness or conservatism of its accounting principles and underlying estimates and whether those principles are common practices or are minority practices.

 

  iii)

Consider and approve, if appropriate, major changes to the Company’s accounting principles and practices as suggested by management with the concurrence of the Auditor and ensure that the accountants’ reasoning is described in determining the appropriateness of changes in accounting principles and disclosure.

 

  H.

Review of Results related to External and Internal Audits

 

  i)

Discuss with the Auditor (i) the Auditor’s internal quality-control procedures; and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the Auditor, or by any inquiry of investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the Auditor, and any steps taken to deal with any such issues.

 

  ii)

Review and approve hiring of employees or former employees of the Auditor and former independent auditors for senior financial positions.

 

  iii)

Establish regular and separate systems of reporting to the Committee by each of management and the Auditor regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.

 

  iv)

Review the scope and plans of the Auditor’s audit and reviews prior to the audit and reviews being conducted. The Committee may authorize the Auditor to perform supplemental reviews or audits as the Committee may deem desirable.

 

  v)

Following completion of the annual audit and quarterly reviews, review separately with each of management and the Auditor any significant changes to planned procedures, any difficulties encountered during the course of the audit and reviews, including any restrictions on the scope of work or access to required information and the cooperation that the Auditor received during the course of the audit and reviews.

 

  vi)

Review any significant disagreements among management and the Auditor in connection with the preparation of the financial statements.

 

  vii)

Where there are significant unsettled issues the Committee shall ensure that there is an agreed course of action for the resolution of such matters.

 

  viii)

Review with the Auditor and management significant findings during the year and the extent to which changes or improvements in financial or accounting practices, as approved by the Committee, have been implemented. This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Committee.

 

 

page A-6


  ix)

Review the activities, organizational structure, and qualifications of the CFO, the financial reporting staff and ensure that succession planning issues are raised for consideration to the Board.

 

  I.

Review with the Company’s General Counsel the Company’s legal and ethics compliance matters including:

 

  i)

the Company’s systems that ensure that the Company’s financial statements, reports and other financial information disseminated to governmental organizations and the public satisfy legal requirements;

 

  ii)

Legal and regulatory compliance matters; that could have a significant impact on the Company’s financial statements.

 

  iii)

Compliance with Canadian, U.S. and other international securities law requirements;

 

  iv)

the CEO and CFO’s written certification of the annual and interim financial statements and MD&A and the Annual Information Form; and

 

  v)

An annual review of the Company’s compliance program.

 

  J.

Oversight of Risk Management (Enterprise Risk Management)

In overseeing the Company’s risk management function, the Committee shall review, monitor, report and, where appropriate, provide recommendations to the Board on the following:

 

  i)

Management’s program of risk assessment and steps taken to address significant risks or exposures, including insurance coverage.

 

  ii)

The Company’s privacy and cyber security risk exposures and measures taken to protect the security and integrity of its management information systems and company data.

 

  iii)

Management’s assessment of the internal control risks and exposures to the Company and the steps management has taken or will take to minimize such risks.

 

  iv)

Ensure that the disclosure process followed by the Board and its committees, in the oversight of the Company’s management of principal business risks, is complete and fairly presented.

 

  v)

The Corporation’s crisis management and response plans and business continuity plans (including work stoppage and disaster recovery plans).

 

  K.

General

 

  i)

Conduct or authorize investigations into any matters within the Committee’s scope of responsibilities. The Committee shall be empowered to retain independent counsel, accountants and other professionals to assist it in the conduct of any investigation.

 

 

page A-7


  ii)

Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

 

  iii)

Ensure disclosure in the Annual Information Form if, at any time since the commencement of most recently completed financial year, the issuer has relied on any possible exemptions for Audit Committees.

 

  iv)

Perform any other activities consistent with these Terms of Reference, the Company’s Articles and By-laws and all relevant laws and regulations, as the Committee or the Board deems necessary or appropriate.

 

  v)

Conduct a Committee annual self-evaluation and report to the Board of Directors.

 

IV.

ACCOUNTABILITY

 

  A.

The Committee Chair has the responsibility to make periodic reports to the Board, as requested, on audit and financial matters relative to the Company.

 

  B.

The Committee shall report its discussions to the Board by maintaining minutes of its meetings and providing an oral report at the next Board meeting.

 

  C.

The minutes of the Audit Committee should be filed with the Corporate Secretary.

 

 

page A-8


Appendix One: Definitions Related to Audit Committee Composition

Affiliated Person under SEC Rules

An “affiliated person”, in accordance with the rules of the United States Securities and Exchange Commission adopted pursuant to the Sarbanes-Oxley Act , means a person who directly or indirectly controls the Company, or a director, executive officer, partner, member, principal or designee of an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company.

Financial Literacy Under National Instrument 52-110

“Financially literate”, in accordance with NI 52-110, means that the director has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

Financial Expert Under SEC Regulation S-K

A person will qualify as “financial expert” if he or she possesses the following attributes:

 

a)

an understanding of financial statements and generally accepted accounting principles;

 

b)

the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;

 

c)

experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities;

 

d)

an understanding of internal controls and procedures for financial reporting; and

 

e)

an understanding of audit committee functions.

A person shall have acquired such attributes through:

 

a)

education and experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor or experience in one or more positions that involve the performance of similar functions;

 

b)

experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor or person performing similar functions;

 

c)

experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements; or

 

d)

other relevant experience.

 

 

page A-9

    

 

Exhibit 99.2

(in United States dollars, tabular amounts in millions, except where noted)

M ANAGEMENT S D ISCUSSION AND A NALYSIS

OF F INANCIAL C ONDITION AND R ESULTS OF O PERATIONS

F OR T HE Y EAR E NDED D ECEMBER  31, 2017

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the consolidated financial statements of Goldcorp Inc. (“Goldcorp” or “the Company”) for the year ended December 31, 2017 and related notes thereto which have been prepared in accordance with International Financial Reporting Standards (“GAAP” or “IFRS”) as issued by the International Accounting Standards Board (“IASB”). All figures are in United States (“US”) dollars unless otherwise noted. References to C$ are to Canadian dollars. This MD&A has been prepared as of February 14, 2018.

TABLE OF CONTENTS

 

      Page  
Number  
 

Cautionary Statements

     2     

2017 Highlights

     4     

Business Overview and Strategy

     5     

2017 Achievements

     6     

Market Overview

     9     

Annual Results

     12     

Quarterly Results

     20     

Liquidity and Capital Resources

     28     

Guidance

     29     

Operational and Projects Review

     30     

2017 Reserves and Resources Update

     45     

Non-GAAP Performance Measures

     46     

Risks and Uncertainties

     56     

Accounting Matters

     63     

Controls and Procedures

     69     

 

GOLDCORP  |   1


(in United States dollars, tabular amounts in millions, except where noted)

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the United States Exchange Act of 1934, as amended, the United States Private Securities Litigation Reform Act of 1995, or in releases made by the United States Securities and Exchange Commission (“SEC”), all as may be amended from time to time, and “forward-looking information” under the provisions of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of Goldcorp. 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 (as defined below) and Mineral Resources (as defined below), the realization of Mineral Reserve estimates, the timing and amount of estimated future production, costs of production, targeted cost reductions, capital expenditures, free cash flow, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, timing and cost of construction and expansion projects, 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 words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variations or comparable language of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will”, “occur” or “be achieved” or the negative connotation thereof.

Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause the actual results, performances or achievements of Goldcorp to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Goldcorp will operate in the future, including the price of gold, anticipated costs and ability to achieve goals. Certain important factors that could cause actual results, performances or achievements to differ materially from those in the forward-looking statements include, among others, gold price volatility, discrepancies between actual and estimated production, Mineral Reserves and Mineral Resources and metallurgical recoveries, mining operational and development risks, litigation risks, regulatory restrictions (including environmental regulatory restrictions and liability), changes in national and local government legislation, taxation, controls or regulations and/or change in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States and other jurisdictions in which the Company does or may carry on business in the future, delays, suspension and technical challenges associated with capital projects, higher prices for fuel, steel, power, labour and other consumables, currency fluctuations, the speculative nature of gold exploration, the global economic climate, dilution, share price volatility, competition, loss of key employees, additional funding requirements and defective title to mineral claims or property. Although Goldcorp believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of Goldcorp to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: future prices of gold, silver, copper, lead and zinc; risks related to international operations, including economic and political instability in foreign jurisdictions in which Goldcorp operates; risks related to current global financial conditions; risks related to joint venture operations; actual results of current exploration activities; actual results of current reclamation activities; environmental risks; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; mine development and operating risks; accidents, labour disputes and other risks of the mining industry; risks associated with restructuring and cost-efficiency initiatives; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; risks related to the integration of acquisitions; risks related to indebtedness and the service of such indebtedness, as well as those factors discussed in the section entitled “Description of the Business – Risk Factors” in Goldcorp’s most recent annual information form available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. 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 to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Forward-looking statements are made as of the date hereof and, accordingly, are subject to change after such date. Except as otherwise indicated by Goldcorp, these statements do not reflect the potential impact of any non-recurring or other special items or of any disposition, monetization, merger, acquisition, other business combination or other transaction that may be announced or that may occur after the date hereof. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of Goldcorp’s operating environment. Goldcorp does not intend or undertake to publicly update any forward-looking statements that are included in this document, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.

 

GOLDCORP  |   2


(in United States dollars, tabular amounts in millions, except where noted)

 

CAUTIONARY STATEMENT REGARDING CERTAIN MEASURES OF PERFORMANCE

This MD&A presents certain measures, including “total cash costs: by-product”, “total cash costs: co-product”, “all-in sustaining costs”, “adjusted operating cash flow”’, “EBITDA”, “adjusted EBITDA” and “adjusted net debt”, that are not recognized measures under IFRS. This data may not be comparable to data presented by other gold producers. For a reconciliation of these measures to the most directly comparable financial information presented in the consolidated financial statements prepared in accordance with IFRS, see Non-GAAP Financial Performance Measures in this MD&A. The Company believes that these generally accepted industry measures are realistic indicators of operating performance and are useful in performing year over year comparisons. However, these non-GAAP measures should be considered together with other data prepared in accordance with IFRS, and these measures, taken by themselves, are not necessarily indicative of operating costs or cash flow measures prepared in accordance with IFRS. This MD&A also contains information as to estimated future all-in sustaining costs. The estimates of future all-in sustaining costs are not based on total production cash costs calculated in accordance with IFRS, which forms the basis of the Company’s cash costs: by-product. The estimates of future all-in sustaining costs are anticipated to be adjusted to include sustaining capital expenditures, corporate administrative expense, exploration and evaluation costs and reclamation cost accretion and amortization, and exclude the effects of expansionary capital, tax payments, dividends and financing costs. Projected IFRS total production cash costs for the full year would require inclusion of the projected impact of future included and excluded items, including items that are not currently determinable, but may be significant, such as sustaining capital expenditures, reclamation cost accretion and amortization and tax payments. Due to the uncertainty of the likelihood, amount and timing of any such items, the Company does not have information available to provide a quantitative reconciliation of projected all-in sustaining costs to a total production cash costs projection.

CAUTIONARY NOTE REGARDING RESERVES AND RESOURCES

Scientific and technical information contained in this MD&A relating to Mineral Reserves and Mineral Resources was reviewed and approved by Ivan Mullany, FAusIMM, Senior-Vice President, Technical Services for Goldcorp, and a “qualified person” as defined by Canadian Securities Administrators’ National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Scientific and technical information in this MD&A relating to exploration results was reviewed and approved by Sally Goodman, PhD, P.Geo., Director, Generative Geology for Goldcorp, and a “qualified person” as defined by NI 43-101. All Mineral Reserves and Mineral Resources have been estimated in accordance with the standards of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) and NI 43-101, or the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves equivalent. All Mineral Resources are reported exclusive of Mineral Reserves. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Information on data verification performed on the mineral properties mentioned in this MD&A that are considered to be material mineral properties to the Company are contained in Goldcorp’s most recent annual information form and the current technical report for each of those properties, all available on SEDAR at www.sedar.com.

Cautionary Note to United States investors concerning estimates of measured, indicated and inferred resources: The Mineral Resource and Mineral Reserve estimates contained in this MD&A have been prepared in accordance with the requirements of Canadian securities laws , which differ from the requirements of United States securities laws and use terms that are not recognized by the SEC. Canadian reporting requirements for disclosure of mineral properties are governed by NI 43-101. The definitions used in NI 43-101 are incorporated by reference from the CIM Definition Standards adopted by CIM Council on May 10, 2014 (the “CIM Definition Standards”). U.S. reporting requirements are governed by the SEC Industry Guide 7 (“Industry Guide 7”) under the United States Securities Act of 1933, as amended. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody different approaches and definitions. For example, the terms “Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in in NI 43-101, and these definitions differ from the definitions in Industry Guide 7. Under Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Further, under Industry Guide 7, mineralization may not be classified as “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.

While 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, these terms are not defined terms under Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. United States readers are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. In addition, “Inferred Mineral Resources” have a great amount of uncertainty as to their existence and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an Inferred Mineral Resource may be upgraded to a higher category. Under Canadian regulations, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. United States readers 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 if such disclosure includes the grade or quality and the quantity for each category of Mineral Resource and Mineral Reserve; 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 MD&A containing descriptions of Goldcorp’s mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

 

GOLDCORP  |   3


(in United States dollars, tabular amounts in millions, except where noted)

 

FULL YEAR FINANCIAL AND OPERATIONAL HIGHLIGHTS

Net earnings were $658  million, or $0.76 per share, compared to net earnings of $162  million, or $0.19 per share, for 2016. Operating cash flows for 2017 were $1.2 billion compared to $0.8 billion for 2016. Adjusted operating cash flows (1) were $1.3 billion for 2017 compared to $1.2 billion for 2016.

Gold production of 2.6  million ounces at all-in sustaining costs (1) (“AISC”) of $824 per ounce, compared to 2.9  million ounces at AISC of $856 per ounce for 2016 .   Gold production in 2017 exceeded the midpoint of the Company’s gold production guidance of 2.5 million ounces, while AISC for 2017 of $824 per ounce was in line with the Company’s improved midpoint guidance of $825 (2) per ounce, reflecting the progress the Company has made on its cost efficiency program.

Program to implement $250  million of sustainable annual efficiencies by the middle of 2018 is on track with nearly $200  million achieved in 2017 across the Company’s portfolio.   More than 100% of the $250 million of efficiencies have been identified, with the program likely to be extended and the efficiency target increased, after the Company achieves its current target.

Solid reserve growth and project execution enhances confidence in the Company’s 20/20/20 growth plan. An increase in proven and probable gold reserves to 53.5 million ounces, plus strong project delivery of expansions at Peñasquito, Musselwhite and Porcupine underpin our plan for a 20% increase in gold production, a 20% increase in gold reserves and a 20% reduction in AISC by 2021, while delivering increasing cash flows over the next four years. The Company also launched ‘Beyond 20/20’, investing in its long-term portfolio, including the NuevaUnión and Norte Abierto projects, to continue to grow low-cost gold production from the Company’s growing gold mineral reserves.

 

 

(1)

The Company has included non-GAAP performance measures on an attributable (or Goldcorp’s share) basis throughout this document. Adjusted operating cash flows and AISC per ounce are non-GAAP financial performance measures with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 45-54 of this MD&A.

 

(2)

Refer to footnote (4) on page 27 of this MD&A regarding the Company’s projection of AISC.

 

GOLDCORP  |   4


(in United States dollars, tabular amounts in millions, except where noted)

 

BUSINESS OVERVIEW

Goldcorp is a leading gold producer focused on responsible mining practices, with production from a portfolio of long-life, high quality assets throughout the Americas that it believes position the Company to deliver long-term value.

The Company’s principal producing mining properties are comprised of the Éléonore, Musselwhite, Porcupine and Red Lake mines in Canada; the Peñasquito mine in Mexico; the Cerro Negro mine in Argentina; and the Pueblo Viejo mine (40.0% interest) in the Dominican Republic.

The Company’s current sources of operating cash flows are primarily from the sale of gold, silver, lead, zinc and copper. Goldcorp’s principal product is refined gold bullion sold primarily in the London spot market. In addition to gold, the Company also produces silver, copper, lead and zinc primarily from concentrate produced at the Peñasquito mine, which is sold to third party smelters and refineries.

Goldcorp has an investment-grade credit rating, supported by a strong balance sheet, and remains 100% unhedged to gold sales, providing full exposure to gold prices.

STRATEGY

Goldcorp’s vision is to create sustainable value for its stakeholders by growing net asset value (“NAV”) per share to generate long-term shareholder value. With a portfolio of large, long-life, high quality assets that provide economies of scale, coupled with low AISC and underpinned by a strong balance sheet, Goldcorp has optimized its portfolio of assets and is reinvesting in a strong pipeline of organic opportunities to drive increasing margins and returns on investment.

In 2016, the Company outlined its 20/20/20 growth plan that is expected to deliver a 20% increase in gold production, a 20% increase in gold reserves and a 20% reduction in AISC by 2021. Goldcorp is also committed to being a responsible steward of the environment and building collaborative partnerships with communities, governments and all other stakeholders for mutual success.

 

LOGO

The Company expects gold production to increase to approximately 3 million ounces by 2021. This is a result of the ramp-up to nameplate capacity at Cerro Negro and Éléonore, increased grades at Peñasquito following an intensive stripping campaign, the execution of the Pyrite Leach project at Peñasquito and the Materials Handling project at Musselwhite, and initial production from the Borden and Coffee projects. This growth profile excludes production potential from the HG Young project at the Red Lake camp, the Century project at the Porcupine camp, the NuevaUnión and Norte Abierto projects in Chile and brownfield growth.

The Company expects AISC to decrease by 20% to approximately $700 (1) per ounce by 2021, driven by a company-wide program launched in 2016 to drive down costs and deliver productivity improvements which is expected to result in $250 million in annual sustainable efficiencies. Costs are also expected to decrease as a result of increased metal production, lower sustaining capital expenditures and continued portfolio optimization.

The Company expects gold mineral reserves to increase by 20% to 60 million ounces by 2021 from the conversion of existing gold mineral resources at the Century project, Coffee, Cerro Negro, Pueblo Viejo, Norte Abierto and other targets at the Company’s extensive and diversified portfolio of mining camps in the Americas.

The Company is also focused on the potential for organic growth through the development of its long-term portfolio ‘Beyond 20/20’. The objective of Beyond 20/20 is to maximize the NAV of the Company’s existing mines and projects by continuing to grow low-cost gold production from expanding gold mineral reserves through exploration and development.

(1) Refer to footnote (4) on page 27 of this MD&A regarding the Company’s projection of AISC.

 

GOLDCORP  |   5


(in United States dollars, tabular amounts in millions, except where noted)

 

Goldcorp believes its strong balance sheet provides it flexibility and the ability to manage the risk of gold and commodity price volatility. The Company’s capital allocation strategy focuses on investing in its pipeline of organic growth opportunities, further debt reduction and returning capital to its shareholders by paying a sustainable dividend. Furthermore, Goldcorp leverages its exploration spending in the most efficient way possible through small toehold investments in junior mining companies.

2017 ACHIEVEMENTS

The Company executed on its 2017 objectives with positive results, as detailed below:

 

LOGO

Portfolio Optimization

Norte Abierto - Acquisition of the Cerro Casale and Caspiche Projects

On June 9, 2017, the Company completed the acquisition of a 50% interest in the Cerro Casale project (the “Cerro Casale Transaction”). The transaction was executed in multiple steps, including the acquisition by Goldcorp of a 25% interest in the Cerro Casale project from each of Kinross Gold Corporation (“Kinross”) and Barrick Gold Corporation (“Barrick”), which resulted in Barrick and Goldcorp each owning 50% of the project and subsequently forming a 50/50 joint operation. The Cerro Casale project is located in the Maricunga Gold Belt in the Atacama Region in northern Chile.

The Company also acquired 100% of the issued and outstanding shares of Exeter and its Caspiche project, also located in the Maricunga Gold Belt. After completing the acquisition of the 100% interest in Exeter, Goldcorp contributed the Caspiche Project into the joint operation with Barrick, which resulted in a 50% interest held by each of Barrick and Goldcorp in the combined project, Norte Abierto.

The key steps in the transactions were as follows:

 

   

Acquisition of Kinross’ 25% interest in Cerro Casale and 100% interest in the Quebrada Seca exploration project for: (i) an initial cash payment of $260 million; (ii) the granting of a 1.25% royalty interest to Kinross on 25% of gross revenues derived from metal production from Cerro Casale and Quebrada Seca, with Kinross foregoing the first $10 million payable; (iii) a contingent payment of $40 million payable after a decision to commence construction at Cerro Casale; and (iv) the assumption of a $20 million obligation to Barrick payable on commercial production at Cerro Casale.

 

   

Acquisition of an additional 25% interest in Cerro Casale from Barrick for: (i) a deferred payment obligation of $260 million to be satisfied through the funding of 100% of the joint operation’s expenditures (as described below); (ii) the granting of a 1.25% royalty interest to Barrick on 25% of gross revenues derived from metal production from Cerro Casale and Quebrada Seca; (iii) a contingent payment of $40 million payable after a decision to commence construction at Cerro Casale; and (iv) the transfer to Barrick of a 50% interest in Quebrada Seca, followed by the joint contribution by Goldcorp and Barrick of 100% of Quebrada Seca to the joint operation.

 

GOLDCORP  |   6


(in United States dollars, tabular amounts in millions, except where noted)

 

   

Acquisition of Exeter and its 100% owned Caspiche Project: under the terms of the supported takeover bid, Exeter shareholders received 0.12 of a common share of Goldcorp for each Exeter common share held. During the year ended December 31, 2017, the Company acquired all of the issued and outstanding common shares of Exeter for share consideration of $156 million in Goldcorp common shares.

 

   

Formation of a new 50/50 joint operation with Barrick : The joint operation, Norte Abierto, includes a 100% interest in each of the Cerro Casale and Quebrada Seca projects. Additionally, the Caspiche project was contributed to the joint operation after the Company acquired Exeter. 50% of Caspiche’s acquisition cost, or approximately $80 million, has been credited against Goldcorp’s deferred payment obligation to Barrick. Additionally, Goldcorp will be required to spend a minimum of $60 million in the two-year period following closing of the Cerro Casale transaction, and a minimum of $80 million in each successive two-year period until the deferred payment obligation is satisfied, at which point Goldcorp and Barrick will equally fund requirements of the joint operation. If Goldcorp does not spend the minimum in any two-year period, Goldcorp will instead be required to make a payment to Barrick equal to 50% of the shortfall, with a corresponding reduction in the deferred payment obligation.

Goldcorp expects that the joint operation will allow for the consolidation of infrastructure to reduce capital and operating costs, reduce the environmental footprint and provide increased returns compared to two standalone projects. In June 2017, Goldcorp and Barrick formed a dedicated project team that will undertake 24 months of concept studies on the combined project, including analysis of synergies and infrastructure rationalization, in conjunction with community consultation and broad stakeholder engagement.

Acquisition of Gold Stream at El Morro

In 2017, the Company purchased New Gold Inc.’s 4% gold stream on the El Morro deposit, part of the Company’s NuevaUnión joint venture, for cash consideration of $65 million.

Divestitures

In 2017, aligned with the Company’s strategy to optimize its portfolio through the divestiture of non-core assets and focus on large-scale camps, Goldcorp completed the sale of its Los Filos Mine in Mexico, its Cerro Blanco project in Guatemala, its Camino Rojo project in Mexico and its 21% interest in the San Nicolas copper-zinc project in Mexico, as described below.

On April 7, 2017, the Company completed the sale of Los Filos to Leagold Mining Corporation (“Leagold”) for total consideration of $350 million, before working capital adjustments. The consideration was comprised of $71 million of Leagold’s issued and outstanding common shares, $250 million in cash and a $29 million short-term promissory note that was paid in July 2017. Goldcorp also retained rights to certain tax receivables of approximately $100 million, of which $87 million was collected in 2017 with the balance collected in January 2018. In connection with the transaction, Goldcorp recognized a net gain of $43 million, consisting of an impairment reversal of $59 million recognized in 2016 and a subsequent impairment of $16 million recognized in 2017.

On May 31, 2017, the Company completed the sale of its 100% interest in the Cerro Blanco project to Bluestone Resources Inc. (“Bluestone”) for total consideration of $22 million, comprised of $18 million in cash and $4 million of Bluestone’s issued and outstanding common shares. Goldcorp will receive an additional $15 million cash payment from Bluestone upon declaration of commercial production at Cerro Blanco and a 1% net smelter return royalty on production. Goldcorp recognized a net gain of $13 million on the transaction, comprised of a reversal of impairment of $19 million, offset partially by a loss on disposal of $6 million.

On October 18, 2017, the Company sold its 21% interest in the San Nicolas copper-zinc project, a stand-alone project in Mexico, to Teck Resources Limited for cash consideration of $50 million. Goldcorp recognized a $48 million gain on the sale.

On November 7, 2017, the Company completed the sale of its 100% interest in the Camino Rojo project, part of the Peñasquito segment, to Orla Mining Ltd. (“Orla”). As consideration, the Company received $34 million in Orla common shares and will receive a 2% net smelter return royalty on revenues from all metal production from the Camino Rojo oxide project. The Company also has the option to acquire up to 70% interest in future sulphide projects in the Camino Rojo project area, subject to certain criteria. The value of consideration received was credited to mining interests associated with Peñasquito, resulting in $nil gain or loss on disposition.

 

GOLDCORP  |   7


(in United States dollars, tabular amounts in millions, except where noted)

 

Advanced Project Pipeline

In support of its 20/20/20 growth plan, the Company made progress on its project pipeline in 2017, led by advances in the Pyrite Leach project (“PLP”) at Peñasquito. As of December 31, 2017, construction of the PLP was 62% complete and is expected to commence commissioning in the fourth quarter of 2018, three months ahead of schedule. As of December 31, 2017, the Materials Handling project at Musselwhite was 53% complete; the project is expected to be completed in the first quarter of 2019, as planned. At Porcupine, the base case pre-feasibility study for the Century project was completed in 2017 and an inaugural gold mineral reserve estimate of 4.7 million ounces was announced. The Company also advanced its Borden project where ramp development is on schedule. The pre-feasibility study at Cochenour was completed in 2017 which resulted in an initial gold mineral reserve estimate of 0.2 million ounces. In addition, at Coffee, the project proposal was submitted to Yukon’s Environmental and Socio-economic Assessment Board in December 2017 and the Company entered into an agreement with a vendor for engineering and development work.

Progress Towards Delivering $250 million of Sustainable Annual Efficiencies

Throughout 2017, the Company made significant progress in executing its productivity and cost optimization programs. Building upon voluntary and involuntary staff reductions at Cerro Negro and Goldcorp’s corporate offices enacted in late 2016, additional cost savings and productivity initiatives were implemented that contributed to a total of $190 million in annual efficiencies in 2017. In the second half of 2017, Porcupine continued to achieve average productivity targets at Hoyle Pond of roughly 1,200 tonnes per day, an increase of approximately 20% compared to 2016. The Company expects to achieve further improvement at Porcupine through 2018, progressing to 1,300 tonnes per day at Hoyle Pond. During 2017, Éléonore improved average recovery by nearly 1.5% over 2016 and was successful at reducing maintenance, consumables and administrative costs. Musselwhite was able to improve productivity underground by reducing gas clearance time and taking advantage of tele-remote mucking systems, while also significantly reducing dilution below their 2016 baseline numbers. These improvements are expected to contribute to lower AISC. The Company expects further productivity improvements and cost reductions to be achieved at Red Lake, Peñasquito and Cerro Negro to successfully reach $250 million of sustainable efficiencies by the middle of 2018.

2017 Mineral Reserves and Exploration Update

Goldcorp made progress in 2017 towards achieving its 20/20/20 target of 60 million ounces of gold mineral reserves by 2021, as its proven and probable gold mineral reserves increased to 53.5 million ounces at June 30, 2017 from 42.3 million ounces of gold mineral reserves at June 30, 2016, a 26% increase. The addition of 11.2 million ounces of gold mineral reserves during the period included 5.6 million ounces converted from successful exploration and mine design optimization, primarily driven by the inaugural gold mineral reserve estimate of 4.7 million ounces at Porcupine’s Century Project. The balance of the increase in mineral reserves comes as result of the acquisition of 50% of Cerro Casale, net of non-core divestments including Los Filos and Camino Rojo, and depletion during the period.

The Company’s continued focus on exploration to support the achievement of its 60 million ounce gold mineral reserve target by 2021 and increase in NAV yielded positive results in 2017 with the reserve conversion at the Century project mentioned above and exploration discoveries in 2017 at Cerro Negro and Coffee. The Company also further developed its pipeline of targets in 2017. The number of targets almost doubled compared to 2016 and are expected to deliver opportunities for future discoveries.

Goldcorp’s Resource Triangle

 

LOGO

 

GOLDCORP  |   8


(in United States dollars, tabular amounts in millions, except where noted)

 

Executive Changes

As part of a planned succession, Russell Ball, Executive Vice-President, Chief Financial Officer and Corporate Development, left the organization in 2017 and Jason Attew, formerly Senior Vice President, Corporate Development and Strategy, succeeded Mr. Ball as Executive Vice-President, Chief Financial Officer and Corporate Development. Mr. Attew joined Goldcorp in August 2016, having most recently served as Managing Director, Global Metals and Mining for BMO Capital Markets.

Ivan Mullany joined the Company as Senior Vice President, Technical Services in September 2017. In this role, Mr. Mullany will work to facilitate the achievement of significant improvements in the efficient execution of the Company’s business strategy, leading a team of functional experts in the areas of metallurgy and processing, geology and mine planning, supply chain and asset management, IT, and project studies. Mr. Mullany has over 30 years experience in the mining industry and holds a Bachelor of Science in Extractive Metallurgy from Murdoch University in Perth, Australia and is a Fellow of the Australasian Institute of Mining and Metallurgy. Until 2015, he held various positions of increasing responsibility at Barrick overseeing technical services and capital projects. Prior to joining the Company, Mr. Mullany was the Global Head of Metals and Mining at Hatch Ltd.

Board Appointment

Mr. Matthew Coon Come was appointed to the Company’s Board of Directors in July 2017. Mr. Coon Come is a national and international leader and advocate of indigenous rights, having previously served as both the Grand Chief of the Grand Council of the Crees and the Chairperson of the Cree Regional Authority for over 20 years. He also served as National Chief of the Assembly of First Nations from 2000 to 2003. Mr. Coon Come studied political science, economics, native studies and courses in law at both Trent and McGill Universities. In addition, he was granted the degree of Doctor of Laws Honoris Causta from Trent University in 1998 and the Honorary Doctor of Laws from the University of Toronto in 2000 in recognition of his leadership and the significance of his work.

MARKET OVERVIEW

Gold

The market price of gold is the primary driver of Goldcorp’s profitability. The price of gold can fluctuate widely and is affected by a number of macroeconomic factors, including the sale or purchase of gold by central banks and financial institutions, interest rates, exchange rates, inflation or deflation, global and regional supply and demand and the political and economic conditions of major gold-producing and gold-consuming countries throughout the world.

 

LOGO

During the 12-month period to December 2017, the US Federal Reserve raised its benchmark interest rate a total of four times; but despite periods of weakness heading into each of these hikes, 2017 proved to be a positive year for the gold price which recorded an overall gain of 13.2%. In similar fashion to 2016, the metal recorded its lowest price for the year in early January before rallying steadily into the third quarter of 2017. The gold price peaked at a high of $1,357 per ounce in September 2017, before closing the year at $1,303 per ounce. The Company realized an average gold price of $1,266 per ounce in 2017, a 2% increase compared to $1,244 per ounce in 2016, and $1,286 per ounce in the fourth quarter of 2017. 2018 marks a change in leadership at the Federal Reserve Bank, with market expectations for a continuation of their recent balance sheet normalization process and an

 

GOLDCORP  |   9


(in United States dollars, tabular amounts in millions, except where noted)

 

additional three or four rate hikes in 2018. In addition to any impact from interest rate policy, the US dollar index is trading close to three-year lows, and uncertainty surrounding the US dollar’s direction during 2018 is likely to be reflected in future gold price volatility.

Currency Markets

The results of Goldcorp’s mining operations are affected by changes in the US dollar exchange rate compared to currencies of the countries in which Goldcorp has foreign operations. The Company has exposure to the Canadian dollar relating to its Red Lake, Éléonore, Porcupine and Musselwhite operations, exposure to the Mexican peso relating to its Peñasquito operation, exposure to the Argentine peso at Cerro Negro, and exposure to the Dominican Republic peso relating to its investment in Pueblo Viejo. The Company’s exposure to the Mexican peso and Guatemalan quetzal decreased in the second quarter of 2017 after the closing of the sale of the Los Filos mine in April, and the closure of the Marlin mine at the end of May.

Fluctuations in the US dollar can cause volatility of costs reported in US dollars. In addition, monetary assets and liabilities that are denominated in non-US dollar currencies, such as cash and cash equivalents and value-added taxes, are subject to currency risk. Goldcorp is further exposed to currency risk through non-monetary assets and liabilities of entities whose taxable profit or tax loss are denominated in non-US dollar currencies. Changes in exchange rates give rise to temporary differences resulting in deferred tax assets and liabilities with the resulting deferred tax charged or credited to income tax expense.

Goldcorp’s financial risk management policy allows the hedging of foreign exchange exposure to reduce the risk associated with currency fluctuations. The Company enters into Mexican peso currency hedge contracts to purchase Mexican pesos at pre-determined US dollar amounts. These contracts are entered into to normalize operating expenses and capital expenditures at Peñasquito expressed in US dollar terms.

Currency markets were volatile throughout 2017, largely due to the instability of the US dollar, influenced by Federal Reserve Bank interest rate decisions, as well as policy under the new US president. The Canadian dollar strengthened in the second half of 2017 as a result of two interest rate hikes and higher oil prices. The Mexican peso gained value throughout the year before weakening in the fourth quarter of 2017 in part because of uncertainties related to NAFTA negotiations and the 2018 Mexican Presidential election.

 

LOGO     

LOGO

 

GOLDCORP  |   10


(in United States dollars, tabular amounts in millions, except where noted)

 

The Argentine peso continued to weaken throughout 2017 due to higher than expected inflation and mid-term elections in October 2017, and finished the year with a significant decline in value following an increase to the central bank’s inflation target for 2018/2019.

 

LOGO

 

GOLDCORP  |   11


(in United States dollars, tabular amounts in millions, except where noted)

 

OVERVIEW OF ANNUAL FINANCIAL AND OPERATING RESULTS

 

    

2017

 

    

2016

 

    

2015

 

 

 

 
 Financial Results         

Revenues

   $ 3,423      $ 3,510      $ 4,375  

Net earnings (loss) from continuing operations

   $ 658      $ 162      $ (4,203

Net earnings (loss)

   $ 658      $ 162      $ (4,157

Net earnings (loss) from continuing operations per share

        

– Basic

   $ 0.76      $ 0.19      $ (5.08

– Diluted

   $ 0.76      $ 0.19      $ (5.08

Net earnings (loss) per share

        

– Basic

   $ 0.76      $ 0.19      $ (5.03

– Diluted

   $ 0.76      $ 0.19      $ (5.03

Operating cash flow

   $ 1,211      $ 799      $ 1,430  

Adjusted operating cash flow (1)

   $ 1,344      $ 1,241      $ 1,437  

Adjusted EBITDA (1)

   $ 1,707      $ 1,659      $ 1,740  

Expenditures on mining interests (cash basis)

   $ 1,130      $ 744      $ 1,238  

– Sustaining

   $ 576      $ 537      $ 705  

– Expansionary

   $ 554      $ 207      $ 533  

Dividends paid

   $ 62      $ 97      $ 370  
 Operating Results (1)         

Gold produced (thousands of ounces)

     2,569        2,873        3,464  

Gold sold (thousands of ounces)

     2,534        2,869        3,591  

Silver produced (thousands of ounces)

     28,600        28,100        40,400  

Copper produced (thousands of pounds)

     28,400        68,900        51,500  

Lead produced (thousands of pounds)

     133,300        109,400        173,900  

Zinc produced (thousands of pounds)

         359,700            262,900            388,800  

Average realized gold price (per ounce)

   $ 1,266      $ 1,244      $ 1,153  

Cash costs: by-product (per ounce) (2)

   $ 499      $ 573      $ 605  

Cash costs: co-product (per ounce) (3)

   $ 660      $ 649      $ 685  

All-in sustaining costs (per ounce)

   $ 824      $ 856      $ 894  

All-injury frequency rate (4)

 

    

 

0.71

 

 

 

    

 

1.12

 

 

 

    

 

1.26

 

 

 

 

 

 

(1)

The Company has presented the non-GAAP performance measures on an attributable (or Goldcorp’s share) basis in the table above. Adjusted operating cash flows, adjusted EBITDA, cash costs: by-product, cash costs: co-product and AISC are non-GAAP financial performance measures with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 45-54 of this report.

 

(2)

Total cash costs: by-product, per ounce, is calculated net of Goldcorp’s share of by-product sales revenues (by-product silver sales revenues for Cerro Negro, Marlin and Pueblo Viejo; by-product lead, zinc and copper sales revenues and 75% of silver sales revenues for Peñasquito at market silver prices, and 25% of silver sales revenues for Peñasquito at $4.13 per silver ounce (2016 – $4.09 per silver ounce) sold to Wheaton Precious Metals Corp. (“Wheaton”) and by-product copper and silver sales revenues for Alumbrera).

 

(3)

Total cash costs: co-product, per ounce, is calculated by allocating Goldcorp’s share of production costs to each co-product (Alumbrera (copper); Marlin (silver); Pueblo Viejo (silver and copper); Peñasquito (silver, lead and zinc)) based on the ratio of actual sales volumes multiplied by budget metal prices (see page 45).

 

(4)

Based on 200,000 hours worked.

 

GOLDCORP  |   12


(in United States dollars, tabular amounts in millions, except where noted)

 

REVIEW OF ANNUAL FINANCIAL RESULTS

Year ended December 31, 2017 compared to the year ended December 31, 2016

Net earnings for the year ended December 31, 2017 were $658 million, or $0.76 per share, compared to net earnings of $162 million, or $0.19 per share, for the year ended December 31, 2016. The increase in net earnings for the year ended December 31, 2017 compared to 2016 was primarily due to higher earnings from Peñasquito from increases in zinc market prices and higher gold and zinc production from higher metal recoveries and higher ore grades, the impact of the Company’s initiative to realize $250 million of sustainable annual efficiencies, a gain on the sale of the Company’s interest in the San Nicolas project during 2017 and an increase in the Company’s income tax recovery compared to the 2016, largely related to the deferred tax recovery relating to the net impairments recognized in 2017 and the impact of the Argentine tax reform. These increases were partially offset by the impacts of an impairment expense at Red Lake, net of reversals of impairment at Pueblo Viejo and Porcupine in 2017, and lower earnings from Red Lake in 2017 as the mine focused on increased mine development and initiatives to enhance mining methods and rationalize the cost structure as it transitions to a lower grade mining environment. The sale of Los Filos and closure of Marlin, on a combined basis, did not have a significant impact on results for the year ended December 31, 2017 compared to 2016.

Net earnings and earnings per share for the years ended December 31, 2017 and 2016 were affected by, among other things, the following non-cash or other items that management believes are not reflective of the performance of the underlying operations (items are denoted as having (increased)/decreased net earnings and net earnings per share in the years ended December 31, 2017 and 2016):

 

     Year ended December 31, 2017     Year ended December 31, 2016  

(in millions, except per share)

 

  

Pre-tax

 

   

After-tax

 

   

 

Per
share

($/
share)

 

   

Pre-tax

 

   

After-tax

 

   

 

Per
share

($/
share)

 

 

Deferred tax recovery on Argentinian tax reform

   $     $ (156   $ (0.18   $     $     $  

Non-cash foreign exchange expense (recovery) on deferred tax balances

   $     $ (83   $ (0.10   $     $ 88     $ 0.10  

Impairment expense (reversal of impairment), net

   $     244     $ (23   $ (0.03   $ (49   $ (49   $ (0.06

Gain from reduction in provision for Alumbrera’s reclamation costs (1)

   $ (38   $ (38   $ (0.04   $     $     $  

Net gain on disposition of mining interests

   $ (32   $ (21   $ (0.02   $     $     $  

Unrealized foreign exchange loss on Argentine peso denominated construction value-added tax receivable

   $ 5     $        5     $      0.01     $ 26     $      26     $ 0.03  

Restructuring costs

   $ 4     $ 3     $     $ 50     $ 34     $      0.04  

Revisions in estimates and liabilities incurred on reclamation and closure cost obligations at inactive and closed sites

   $ (4   $ (3   $     $ (17   $ (11   $ (0.01

Mine-site severance (2)

   $     $     $     $ 13     $ 13     $ 0.02  

 

(1)

$7 million of the $45 million reduction in the Company’s provision to fund its share of Alumbrera’s reclamation costs relates to Alumbrera’s financial performance for the year ended December 31, 2017 and is therefore considered reflective of the performance of the Company’s underlying operations.

 

(2)

Mine-site severance relates to workforce reductions at Marlin in advance of its closure in the second quarter of 2017.

 

GOLDCORP  |   13


(in United States dollars, tabular amounts in millions, except where noted)

 

Revenues

 

  Year ended December 31    2017 (1)      2016 (1)      Change  

Gold

        

Revenue (millions)

   $ 2,527      $ 2,861        (12 )% 

Ounces sold (thousands)

     2,002        2,308        (13 )% 

Average realized price

   $ 1,265      $ 1,243                   2

Silver

        

Revenue (millions)

   $ 364      $ 384        (5 )% 

Ounces sold (thousands)

     26,728              26,639       

Average realized price

   $ 14.30      $ 15.14        (6 )% 

Zinc

        

Revenue (millions)

   $ 425      $ 200        113

Pounds sold (thousands)

             361,000                259,800        39

Average realized price

   $ 1.36      $ 1.00        36

Other metals

        

Revenue (millions)

 

   $

 

107

 

 

 

   $

 

65

 

 

 

    

 

65

 

 

Total revenue (millions)

 

   $

 

3,423

 

 

 

   $

 

3,510

 

 

 

    

 

(2

 

)% 

 

 

(1)

Excludes attributable share of revenues from the Company’s associates. Revenues are shown net of applicable refining and treatment charges.

As shown in the chart below, revenues for the year ended December 31, 2017 were generally comparable with the year ended December 31, 2016 as the $334 million decrease in gold revenues was mostly offset by increases of $225 million and $36 million in zinc and lead revenues, respectively. The decrease in gold revenues was primarily due to lower comparable gold sales from the sale of Los Filos in April 2017 and closure of Marlin in the second quarter of 2017 and lower sales volumes at Red Lake due to lower tonnes and grade from the High Grade Zone, offset partially by higher sales volumes at Cerro Negro and Peñasquito. The increase in zinc and lead revenues were due to increases in the average realized prices of 36% and 24%, respectively, and increases in sales volumes of 39% and 17%, respectively. The increase in zinc and lead sales volumes was due to higher metal recoveries and higher by-product metal grades, in particular zinc, at Peñasquito.

 

LOGO

 

GOLDCORP  |   14


(in United States dollars, tabular amounts in millions, except where noted)

 

Production Costs

 

  Year ended December 31    2017     2016     Change  

Raw materials and consumables

   $ 836     $ 937       (11 )% 

Salaries and employee benefits

     480       500       (4 )% 

Contractors

     415       408       2

Royalties

     78       69       13

Transportation costs

     47       35       34

Maintenance costs

     35       58       (40 )% 

Revision of reclamation and closure cost provision

     (4     (17     (76 )% 

Change in inventories

     (64     (5              1,180

Other

     66       81       (19 )% 
     $         1,889     $         2,066       (9 )% 

Production costs for the year ended December 31, 2017 decreased by $177 million, or 9%, when compared to the year ended December 31, 2016, primarily due to the closure of Marlin in the second quarter of 2017 ($174 million, inclusive of a $30 million change in Marlin’s reclamation and closure cost estimates in 2017 compared to 2016) and the sale of Los Filos in April 2017, including the impact of lower production prior to its sale ($139 million). These decreases were partially offset by higher costs at Peñasquito ($53 million) due to higher fuel prices caused by the elimination of subsidies from deregulation of the fuel markets, a one-time $12 million charge to the oxide heap leach operation which was recognized in the first quarter of 2017. In addition, production costs were higher in 2017 compared to 2016 due to changes in estimates of reclamation and closure costs for the Company’s closed sites, excluding Marlin, in 2017 compared to 2016 ($43 million). At Cerro Negro, as a result of cost control measures implemented in 2017, production costs were consistent with the same period in the prior year despite a 25% increase in tonnes milled, the elimination of an export tax credit at the end of 2016 and the impact of inflation in Argentina out-pacing the devaluation of the Argentine peso.

Depreciation and Depletion

 

  Year ended December 31    2017  (1)      2016  (1)      Change  

Depreciation and depletion (millions)

   $ 990      $ 1,024        (3 )% 

Sales ounces (thousands)

                2,002                2,308        (13 )% 

Depreciation and depletion per ounce

   $ 495      $ 444                     11

 

(1)

Excludes attributable share of depreciation and depletion from the Company’s associates.

Depreciation and depletion decreased by $34 million, or 3%, mainly due to lower sales volumes, partially offset by the impact of incremental depletion from the Hoyle Deep winze at Porcupine which finished construction in 2016. The lower sales volumes were primarily due to lower sales at Red Lake and the impacts of the sale of Los Filos in April 2017 and closure of Marlin in the second quarter of 2017, offset partially by higher sales volumes at Cerro Negro and Peñasquito.

Share of Net Earnings Related to Associates and Joint Venture

 

  Year ended December 31    2017      2016      Change  

Pueblo Viejo

   $                142      $            169        (16 )% 

NuevaUnión

     2        2       

Other

     45        —         

Share of net earnings related to associates and joint venture

   $ 189      $ 171                     11

The increase in the Company’s share of earnings related to associates and joint venture of $18 million for the year ended December 31, 2017 compared to the year ended December 31, 2016 was primarily due to a $45 million reduction in the Company’s provision to fund its share of Alumbrera’s reclamation costs in 2017, which was classified as Share of Net Earnings Related to Associates and Joint Venture for the Company’s Other associates, offset partially by a $27 million decrease in net earnings from Pueblo Viejo. The reduction in the provision for Alumbrera reflected the expectation that Alumbrera will be able to fund a greater portion of its reclamation costs than previously estimated due to improved financial results, primarily from higher realized copper prices. At December 31, 2015, the Company recognized an impairment of its investment in Alumbrera, resulting in the carrying amount of its

 

GOLDCORP  |   15


(in United States dollars, tabular amounts in millions, except where noted)

 

interest being reduced to zero, and recognized a $75 million provision to fund its share of Alumbrera’s reclamation costs. Since then, the Company discontinued recognizing its share of losses of Alumbrera and did not recognize its share of earnings of Alumbrera for the year ended December 31, 2017 as future earnings will be recognized only after the Company’s provision to fund its share of Alumbrera’s reclamation costs is fully reversed. The decrease in net earnings from Pueblo Viejo was primarily due to lower gold sales driven by lower production volume, lower grades attributable to the mining sequence, an increase in operating costs and the impact of the receipt in 2016 of insurance proceeds relating to oxygen plant failures in 2015.

Impairment (reversal of impairment) of mining interests, net

The Company’s impairment expense (reversal of impairment) was comprised of:

 

  Year ended December 31    2017     2016  
     Pre-tax     After-tax     Pre-tax     After-tax  

Red Lake

   $             889     $             610     $             —     $             —  

Porcupine

     (99     (84            

Pueblo Viejo

     (557     (557            

Other

     11       8       (49     (49

Impairment expense (reversal)

   $ 244     $ (23   $ (49   $ (49

2017

At December 31, 2017, the carrying amount of the Company’s net assets exceeded the Company’s market capitalization, which the Company’s management considered to be an impairment indicator of the Company’s cash generating units (“CGU’s”) as of December 31, 2017. Management also identified certain CGU specific impairment and impairment reversal indicators as of December 31, 2017 as outlined below. Accordingly, the recoverable value was estimated and compared against the carrying value for the material CGUs of the Company, which resulted in the Company recognizing an impairment expense for Red Lake and reversals of impairment for Pueblo Viejo and Porcupine.

Red Lake

The Red Lake CGU includes Red Lake’s main operations and the Cochenour and HG Young deposits. The recoverable amount of Cochenour was negatively impacted primarily due to lower grade as indicated in the 2017 mineral reserve estimate. In addition, the life of mine assessment included a longer than expected timeline for conversion to bulk mining resulting in a lower recoverable value. The Company recognized an impairment expense of $889 million ($610 million, net of tax) against the carrying value of the Red Lake CGU at December 31, 2017.

Porcupine

The Porcupine CGU includes Porcupine’s main operations and the Borden and Century projects. During the year ended December 31, 2017, the Century project completed a base case pre-feasibility study, increasing the Porcupine mineral reserve estimate by 4.7 million ounces. During the fourth quarter of 2017, a life of mine assessment was completed which reflected expected synergies across the Porcupine CGU associated with the Century and Borden projects. As a result, the Company reversed the remaining unamortized impairment recognized for the Porcupine CGU in prior years of $99 million ($84 million, net of tax).

Pueblo Viejo

During the years ended December 2017 and 2016, Pueblo Viejo generated significantly higher cash flows from operations than the amount assumed in the recoverable value estimation at December 31, 2015. In the fourth quarter of 2017, Pueblo Viejo set new records for the crushing and autoclave circuits as performance continued to improve beyond prior expectations. As a result of Pueblo Viejo’s continued strong performance and higher long-term metal prices, the Company recognized a reversal of the remaining unamortized impairment of $557 million ($557 million, net of tax) related to its investment in Pueblo Viejo at December 31, 2017.

In addition to the impairments recognized at December 31, 2017, the Company recognized an impairment expense at Los Filos of $16 million in 2017, based on changes to the carrying value of the Los Filos assets sold to Leagold, which is included in ‘Other’ in the above table.

 

GOLDCORP  |   16


(in United States dollars, tabular amounts in millions, except where noted)

 

2016

The $49 million reversal of impairment (net) recognized in the year ended December 31, 2016 was comprised of a reversal of impairment at Los Filos of $59 million, which was based on the expected proceeds from the sale to Leagold, offset by an impairment expense at Marlin of $10 million relating to land.

 

GOLDCORP  |   17


(in United States dollars, tabular amounts in millions, except where noted)

 

Corporate Administration

Corporate administration expenses decreased by $29 million in the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to lower employee compensation expense due to the impact of cost savings initiatives undertaken in 2016 and the first quarter of 2017 to restructure and decentralize the Company’s operating model.

Restructuring Costs

Restructuring costs were $4 million for the year ended December 31, 2017 compared to $50 million for the year ended December 31, 2016. Restructuring costs in 2017 were lower than 2016 as the majority of the workforce reductions from the decentralization initiatives at several mine site and corporate offices were executed in 2016.

Gain on Disposition of Mining Interests

The gain on disposition of mining interests of $42 million for the year ended December 31, 2017 was comprised primarily of a $48 million gain on the sale of the Company’s interest in the San Nicolas copper-zinc project in Mexico, offset partially by a loss on the disposal of the Company’s Cerro Blanco project in Guatemala. The Company had no gains/losses on dispositions of mining interests during the year ended December 31, 2016.

Other Income/Expense

Other income of $15 million for the year ended December 31, 2017 was comprised primarily of interest income on loans held with Pueblo Viejo, gains on dispositions of investments in securities, offset partially by foreign exchange losses arising primarily on value added tax receivables denominated in Argentine pesos and losses on accounts payable denominated in Canadian dollars, partially offset by gains on value added tax receivable balances denominated in Mexican pesos, and a provision recognized with respect to the settlement of a guarantee of a silver stream liability. Other expense of $13 million for the year ended December 31, 2016 was mainly comprised of a $68 million foreign exchange loss arising primarily on value added tax receivables denominated in Argentine and Mexican pesos which was offset partially by $49 million of interest income on loans held with Pueblo Viejo and short term money market investments and gains on dispositions of investments in securities.

Income Tax Expense/Recovery

The income tax recovery of $465 million for the year ended December 31, 2017 resulted in a negative 241% tax rate (2016 - $60 million income tax expense and a 27% tax rate) and was impacted by currency translations, tax rate changes, asset sales and impairments and changes in the recognition of deferred tax assets.

Currency translation

Current tax balances, the tax bases of assets, liabilities and losses, and intra-group financing arrangements are subject to remeasurement for changes in local currency exchange rates relative to the United States dollar. The most significant balances and financing arrangements are associated with mining operations in Canada, Mexico, and Argentina.

The impact of changes in foreign exchange rates on deferred tax balances and intra-group financing arrangements resulted in an $83 million income tax recovery for 2017 (2016 - $88 million income tax expense).

The impact of changes in foreign exchange rates on current tax balances resulted in a $31 million income tax recovery for 2017 (2016 - $41 million income tax recovery).

Tax rate changes

Corporate income tax rate changes and changes to the interpretation of tax law may have a material impact on earnings. The most significant tax rate change for the Company occurred in December 2017 when the Government of Argentina enacted a reduction to its 35% pre-existing corporate tax rate. Argentina’s corporate tax rate was reduced to 30% for 2018 and 2019, with further reduction to 25% for 2020 and thereafter. Concurrently, a dividend distribution tax was introduced that charges an effective 5% tax on dividend distributions for 2018 and 2019, rising to an effective 10% tax on dividend distributions for 2020 and thereafter. The Argentine tax rate reduction resulted in a deferred tax recovery of $156 million in 2017. The impact of the dividend distribution tax is not currently accrued because after-tax retained earnings will remain reinvested in Argentina for the foreseeable future.

Other minor tax rate changes and changes to the interpretation of tax law during 2017 resulted in a income tax recovery of $7 million (2016 - $5 million income tax recovery).

Asset sales and impairment and changes in the recognition of deferred tax assets

Tax balances require adjustment when assets are sold and when assets are impaired and when there are changes in evidence regarding the recognition of deferred tax assets.

 

GOLDCORP  |   18


(in United States dollars, tabular amounts in millions, except where noted)

 

The 2017 impairment of mining interests resulted in a deferred tax recovery of $267 million (2016 - $nil) while the gain on disposition of mining interests resulted in a current tax expense of $14 million (2016 - $nil). Changes in the recognition of deferred tax assets resulted in a deferred tax expense of $2 million (2016 - $15 million).

Effective tax rate

Earnings before income taxes of $193 million for 2017 was impacted by the following items: $30 million of non-deductible share-based compensation expense (2016 - $52 million); $202 million of non-deductible asset sales and impairment (2016 - $49 million reversal of impairment); and $189 million of after-tax income from associates (particularly Pueblo Viejo) that are not subject to further income tax in the accounts of the Company (2016 - $171 million).

After adjusting for the above mentioned items, the effective income tax rate for 2017 was 27% (2016 - 61%). The higher adjusted effective income tax rate in 2016 was primarily due to higher non-deductible expenses.

AISC

AISC (1) were $824 per ounce for the year ended December 31, 2017, compared to $856 per ounce for the year ended December 31, 2016. The decrease in AISC was primarily due to the higher by-product production at Peñasquito and by-product prices ($77 per ounce) and lower production costs ($71 per ounce), due primarily to the sale of Los Filos and closure of Marlin in 2017 and the impact to date of the Company’s initiative to realize $250 million of sustainable annual efficiencies. These decreases were offset partially by the impact of lower gold sales ($114 per ounce), due primarily to the sale of Los Filos in April 2017 and closure of Marlin in the second quarter of 2017 and lower sales volumes at Red Lake.

 

LOGO

 

(1)

AISC per ounce is a non-GAAP financial performance measure with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 45-54 of this report.

 

GOLDCORP  |   19


(in United States dollars, tabular amounts in millions, except where noted)

 

OVERVIEW OF QUARTERLY FINANCIAL AND OPERATING RESULTS

 

     2017      2016  
      Q1      Q2      Q3      Q4      Total      Q1      Q2     Q3      Q4      Total  

Financial Results

                            

Revenues

   $ 882      $ 822      $ 866      $ 853      $ 3,423      $ 944      $ 753     $ 915      $ 898      $ 3,510  

Net earnings (loss)

   $ 170      $ 135      $ 111      $ 242      $ 658      $ 80      $ (78   $ 59      $ 101      $ 162  

Net earnings (loss) per share

                            

– Basic and diluted

   $ 0.20      $ 0.16      $ 0.13      $ 0.28      $ 0.76      $ 0.10      $ (0.09   $ 0.07      $ 0.12      $ 0.19  

Operating cash flow

   $ 227      $ 158      $ 315      $ 511      $ 1,211      $ 59      $ 234     $ 267      $ 239      $ 799  

Adjusted operating cash flow (1)

   $ 315      $ 320      $ 308      $ 401      $ 1,344      $ 330      $ 204     $ 401      $ 306      $ 1,241  

Adjusted EBITDA (1)

   $ 427      $ 432      $ 400      $ 448      $ 1,707      $ 422      $ 269     $ 491      $ 477      $ 1,659  

Expenditures on mining interests (cash basis)

   $ 186      $ 233      $ 291      $ 420      $ 1,130      $ 182      $ 177     $ 168      $ 217      $ 744  

– Sustaining

   $ 113      $ 133      $ 143      $ 187      $ 576      $ 140      $ 140     $ 112      $ 145      $ 537  

– Expansionary

   $ 73      $ 100      $ 148      $ 233      $ 554      $ 42      $ 37     $ 56      $ 72      $ 207  

Dividends paid

   $ 15      $ 16      $ 15      $ 16      $ 62      $ 51      $ 16     $ 14      $ 16      $ 97  

Operating Results (1)

                            

Gold produced (thousands of ounces)

     655        635        633        646        2,569        784        613       715        761        2,873  

Gold sold (thousands of ounces)

     646        649        606        633        2,534        799        616       686        768        2,869  

Silver produced (thousands of ounces)

     7,100        7,400        7,000        7,100        28,600        7,700        5,300       7,700        7,400        28,100  

Copper produced (thousands of pounds)

     9,700        7,900        6,300        4,500        28,400        17,200        14,400       16,900        20,400        68,900  

Lead produced (thousands of pounds)

     32,400        26,100        38,300        36,500        133,300        29,000        17,100       33,700        29,600        109,400  

Zinc produced (thousands of pounds)

     80,700        84,100        98,400        96,500        359,700        71,100        38,300       75,200        78,300        262,900  

Average realized gold price (per ounce)

   $ 1,236      $ 1,256      $ 1,287      $ 1,286      $ 1,266      $ 1,203      $ 1,277     $ 1,333      $ 1,181      $ 1,244  

Cash costs: by-product (per ounce) (2)

   $ 540      $ 510      $ 483      $ 462      $ 499      $ 557      $ 728     $ 554      $ 481      $ 573  

Cash costs: co-product (per ounce) (3)

   $ 701      $ 644      $ 663      $ 627      $ 660      $ 604      $ 716     $ 657      $ 619      $ 649  

All-in sustaining costs (per ounce)

   $ 800      $ 800      $ 827      $ 870      $ 824      $ 836      $ 1,067     $ 812      $ 747      $ 856  

 

(1)

The Company has presented the non-GAAP performance measures on an attributable (or Goldcorp’s share) basis in the table above. Adjusted operating cash flows, Adjusted EBITDA and AISC are non-GAAP financial performance measures with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 45-54 of this report.

 

(2)

Total cash costs: by-product, per ounce, is calculated net of Goldcorp’s share of by-product sales revenues (by-product silver sales revenues for Cerro Negro, Marlin and Pueblo Viejo; by-product lead, zinc and copper sales revenues and 75% of silver sales revenues for Peñasquito at market silver prices, and 25% of silver sales revenues for Peñasquito at $4.13 per silver ounce (2016 – $4.09 per silver ounce) sold to Wheaton and by-product copper sales revenues for Alumbrera).

 

(3)

Total cash costs: co-product, per ounce, is calculated by allocating Goldcorp’s share of production costs to each co-product (Alumbrera (copper); Marlin (silver); Pueblo Viejo (silver and copper); Peñasquito (silver, lead and zinc)) based on the ratio of actual sales volumes multiplied by budget metal prices (see page 45).

 

GOLDCORP  |   20


(in United States dollars, tabular amounts in millions, except where noted)

 

REVIEW OF FOURTH QUARTER FINANCIAL RESULTS

Three months ended December 31, 2017 compared to the three months ended December 31, 2016

Net earnings for the three months ended December 31, 2017 were $242 million, or $0.28 per share, compared to net earnings of $101 million, or $0.12 per share, for the three months ended December 31, 2016. The increase in net earnings in the fourth quarter of 2017 compared to the same period in 2016 was primarily due to higher earnings from Cerro Negro due to higher gold production, driven by the productivity improvement plan, and an increase in the average realized gold price, higher zinc revenues at Peñasquito from higher zinc production and increases in zinc market prices, a gain on the sale of the Company’s interest in the San Nicolas project in the fourth quarter of 2017, the impacts of the sale of Los Filos and closure of Marlin in the second quarter of 2017, and an increase in the Company’s income tax recovery compared to the same period in the prior year, largely related to the net impairments recognized in 2017 and the impact of Argentine tax reform. These increases were partially offset by the impacts of an impairment expense at Red Lake, net of reversals of impairment at Pueblo Viejo and Porcupine in the fourth quarter of 2017, and lower gold revenues at Peñasquito due to lower production as a result of planned lower grade.

Net earnings and earnings per share for the three months ended December 31, 2017 and 2016 were affected by, among other things, the following non-cash or other items that management believes are not reflective of the performance of the underlying operations (items are denoted as having (increased)/decreased net earnings and net earnings per share in the three months ended December 31, 2017 and 2016):

 

     Three months ended
December 31, 2017
    Three months ended
December 31, 2016
 
(in millions, except per share)    Pre-tax     After-tax    

Per share

($/share)

    Pre-tax     After-tax     Per share
($/share)
 

Deferred tax recovery on Argentinian tax reform

   $     $ (156   $ (0.18   $     $     $  

Non-cash foreign exchange expense on deferred tax balances

   $     $ 63     $ 0.07     $     $ 46     $ 0.05  

Impairment expense (reversal of impairment), net

   $ 247     $ (23   $ (0.03   $ (49   $ (49   $ (0.06

Net gain on disposition of mining interests

   $ (38   $ (27   $ (0.03   $     $     $  
Gain from reduction in provision for Alumbrera’s reclamation costs    $ (12   $ (12   $ (0.01   $     $     $  
Revisions in estimates and liabilities incurred on reclamation and closure cost obligations at inactive and closed sites    $ (2   $ (1   $     $ (17   $ (12   $ (0.01

Mine-site severance (1)

   $     $     $     $ 13     $ 13     $ 0.02  

Restructuring costs

   $     $     $     $ 5     $ 3     $  
Unrealized foreign exchange loss on Argentine peso denominated construction value-added tax receivable    $     $     $     $ 4     $ 4     $  

 

(1)

Mine-site severance relates to workforce reductions at Marlin in advance of its closure in the second quarter of 2017.

 

GOLDCORP  |   21


(in United States dollars, tabular amounts in millions, except where noted)

 

  Revenues

 

                                                                 
  Three months ended December 31    2017 (1)      2016 (1)      Change  

Gold

        

Revenue (millions)

   $ 611      $ 713        (14 )% 

Ounces sold (thousands)

     476        609        (22 )% 

Average realized price ($/ounce)

   $ 1,285      $ 1,178        9

Silver

        

Revenue (millions)

   $ 82      $ 95        (14 )% 

Ounces sold (thousands)

     5,998        7,114        (16 )% 

Average realized price ($/ounce)

   $ 14.43      $ 14.27        1

Zinc

        

Revenue (millions)

   $ 129      $ 66        95

Pounds sold (thousands)

     94,400        70,500        34

Average realized price

   $ 1.51      $ 1.18        28

Other metals

        

Revenue (millions)

   $ 31      $ 24        29

Total revenue (millions)

   $ 853      $ 898        (5 )% 

 

(1)

Excludes attributable share of revenues from the Company’s associates. Revenues are shown net of applicable refining and treatment charges.

Revenues decreased by $45 million, or 5%, primarily due to a decrease in gold revenues of 14% due to a 22% decrease in gold sales volumes, offset by a 9% increase in the average realized gold price. The decrease in gold sales volumes was primarily due to lower sales at Peñasquito, due to lower grade ore as a result of the planned transition from the higher grade area of Phase 5 at the bottom of the Peñasco pit to primarily lower grade ore from the beginning of Phase 6 and lower grade stockpiles, and the impacts of the sale of Los Filos in April 2017 and closure of Marlin in the second quarter of 2017. The decrease in gold revenues was partially offset by a $63 million increase in zinc revenue due to a 28% increase in the average realized zinc price and a 34% increase in sales volume.

Production Costs

Production costs in the fourth quarter of 2017 decreased by $62 million, or 12%, when compared to the same period in the prior year primarily due to the closure of Marlin in the second quarter of 2017 ($86 million, inclusive of a $30 million change in Marlin’s reclamation and closure cost estimates in the fourth quarter of 2017 compared to the same period in 2016) and the divestiture of Los Filos in April 2017 ($37 million), offset partially by the impact of changes in estimates of reclamation and closure costs for the Company’s closed sites, excluding Marlin, in the fourth quarter of 2017 compared to the same period in the prior year ($43 million). At Cerro Negro, as a result of cost control measures implemented in 2017, production costs in the fourth quarter of 2017 were consistent with the same period in the prior year despite a 59% increase in tonnes milled and the impact of Argentine inflation, which outpaced the currency devaluation.

Depreciation and Depletion

 

                                                                 
Three months ended December 31    2017  (1)      2016   (1)      Change  

Depreciation and depletion (millions)

   $ 255      $ 254       

Sales ounces (thousands)

     476        609        (22 )% 

Depreciation and depletion per ounce

   $ 536      $ 417        29

 

(1)

Excludes attributable share of depreciation and depletion from the Company’s associates.

Depreciation and depletion increased by $1 million, or 0%, mainly due to the impact of incremental depletion from the Hoyle Deep winze at Porcupine which finished construction in 2016, offset by a decrease in sales volumes. The lower sales volumes were primarily due to lower sales at Peñasquito and the impact of the sale of Los Filos in April 2017 and closure of Marlin in the second quarter of 2017.

 

GOLDCORP  |   22


(in United States dollars, tabular amounts in millions, except where noted)

 

Share of Net Earnings Related to Associates and Joint Venture

 

                                                                 
  Three months ended December 31    2017      2016      Change  

Pueblo Viejo

   $ 49      $ 60        (18 )% 

NuevaUnión

                  

Other

     12              

Share of net earnings related to associates and joint venture

   $ 61      $ 60        2

The Company’s share of earnings related to associates and joint venture increased by $1 million in the fourth quarter of 2017 compared to the same period in the prior year primarily due to a $12 million reduction in the Company’s provision to fund its share of Alumbrera’s reclamation costs in 2017, which was classified as Share of Net Earnings Related to Associates and Joint Venture for the Company’s Other associates, offset partially by a decrease in net earnings from Pueblo Viejo. The decrease in net earnings from Pueblo Viejo were due to lower gold sales driven by lower production volume, lower grades attributable to the mining sequence, an increase in operating costs and the impact of the receipt in 2016 of insurance proceeds relating to oxygen plant failures in 2015.

Impairment (reversal of impairment) of mining interests, net

The Company’s impairment expense (reversal of impairment) was comprised of:

 

                                                                                       
  Three months ended December 31    2017     2016  
     Pre-tax     After-tax     Pre-tax     After-tax  

Red Lake

   $ 889     $ 610     $     $  

Porcupine

     (99     (84            

Pueblo Viejo

     (557     (557            

Other

     14       8       (49     (49

Impairment expense (reversal)

   $ 247     $ (23   $ (49   $ (49

See page 15 of this MD&A for detail relating to the impairment and reversals of impairment.

Corporate Administration

Corporate administration expenses increased by $9 million in the fourth quarter of 2017 compared to the fourth quarter of 2016, primarily due to higher consulting expenses associated with strategic sourcing and procurement services. The Company partnered with a vendor and is in the process of centralizing these services for all its mine sites and corporate offices as part of its program to realize $250 million in sustainable annual efficiencies. The cost of these services are expected to be more than offset by savings in operating expenses and other corporate expenditures.

Restructuring Costs

Restructuring costs were $nil in the three months ended December 31, 2017 compared to $5 million in the three months ended December, 31 2016. Restructuring costs in 2017 have been lower than 2016 as the majority of the workforce reductions from the decentralization initiative at several mine sites and corporate offices were executed in 2016.

Gain on Disposition of Mining Interests

The gain on disposition of mining interests of $48 million for the fourth quarter of 2017 related to the gain on the sale of the Company’s interest in the San Nicolas copper-zinc project in Mexico. The Company had no gains/losses on dispositions of mining interests during the fourth quarter of 2016.

Other Income/Expense

Other expense of $7 million for the three months ended December 31, 2017 was comprised primarily of foreign exchange losses arising from value added tax receivables denominated in Mexican and Argentine pesos, net of foreign exchange gains on accounts payable denominated in Mexican pesos, and a provision recognized with respect to the settlement of a guarantee of a silver stream liability. These expenses were partially offset by interest income on loans held with Pueblo Viejo. Other expense of $12 million for the three months ended December 31, 2016 related primarily to foreign exchange losses arising primarily on value added tax receivables denominated in Mexican and Argentine pesos.

 

GOLDCORP  |   23


(in United States dollars, tabular amounts in millions, except where noted)

 

Income Tax Recovery

The income tax recovery of $341 million for three months ended December 31, 2017 resulted in a 344% tax rate (three months ended December 31, 2016 - $38 million income tax expense and a 27% tax rate) and was impacted by currency translations, tax rate changes, asset sales and impairments and changes in the recognition of deferred tax assets.

Currency translation

The impact of changes in foreign exchange rates on deferred tax balances and intra-group financing arrangements resulted in a $63 million income tax expense for the three months ended December 31, 2017 (three months ended December 31, 2016 - $46 million).

The impact of changes in foreign exchange rates on current tax balances resulted in a $21 million income tax recovery for the three months ended December 31, 2017 (three months ended December 31, 2016 - $20 million).

Tax rate changes

The Argentine tax rate reduction in December 2017 resulted in a deferred tax recovery of $156 million.

Other minor tax rate changes and interpretation of tax law during three months ended December 31, 2017 resulted in a income tax recovery of $2 million (three months ended December 31, 2016 - $4 million income tax recovery).

Asset sales and impairment and changes in the recognition of deferred tax assets

The 2017 impairment of mining interests resulted in a deferred tax recovery of $267 million for the three months ended December 31, 2017 (three months ended December 31, 2016 - $nil) while the gain on disposition of mining interests resulted in a current tax expense of $14 million (three months ended December 31, 2016 - $nil). Changes in the recognition of deferred tax assets resulted in a deferred tax expense of $18 million for the three months ended December 31, 2017 (three months ended December 31, 2016 - $7 million deferred tax recovery).

Effective tax rate

The loss before income taxes of $99 million for three months ended December 31, 2017 was impacted by the following items: $8 million of non-deductible share-based compensation expense (three months ended December 31, 2016 - $9 million); $199 million of non-deductible asset sales and impairment (three months ended December 31, 2016 - $49 million reversal of impairment); and $61 million of after-tax income from associates (particularly Pueblo Viejo) that are not subject to further income tax in the accounts of the Company (three months ended December 31, 2016 - $60 million).

After adjusting for the above mentioned items, the effective income tax rate for three months ended December 31, 2017 was 21% (three months ended December 31, 2016 - 59%). The higher adjusted effective income tax rate in 2016 was primarily due to higher non-deductible expenses.

 

GOLDCORP  |   24


(in United States dollars, tabular amounts in millions, except where noted)

 

AISC

AISC (1) were $870 per ounce for the three months ended December 31, 2017, compared to $747 per ounce for the three months ended December 31, 2016. The increase in AISC was due primarily to lower gold sales ($159 per ounce), higher sustaining capital ($67 per ounce) and higher Corporate Administration costs ($18 per ounce), partially offset by lower production costs ($103 per ounce) and higher by-product production and market prices ($19 per ounce). The decrease in gold sales was primarily due to lower sales at Peñasquito, due to mine sequencing, and the impacts of the sale of Los Filos and closure of Marlin in the first half of 2017, while the decrease in production costs was primarily due to the sale of Los Filos and closure of Marlin in 2017. The increase in sustaining capital was primarily due to costs associated with the tailings dam raise at Peñasquito, increased development and tailings area expansion at Cerro Negro, and a planned increase in development rates and expenditures on the tailings cell and expansion of the waste pad at Éléonore.

 

LOGO

(1)

AISC per ounce is a non-GAAP financial performance measure with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 45-54 of this report.

 

GOLDCORP  |   25


(in United States dollars, tabular amounts in millions, except where noted)

 

FINANCIAL POSITION AND LIQUIDITY

The following table summarizes Goldcorp’s cash flow activity:

 

                                                       
     Years Ended December 31  
      2017         2016       

Cash flow

    

From continuing operations provided by operating activities

   $ 1,211     $ 799  

From continuing operations used in investing activities

     (1,105     (654

From continuing operations used in financing activities

     (97     (294

Increase (decrease) in cash and cash equivalents

     9       (149

Cash and cash equivalents, beginning of period

     157       326  

Increase (decrease) in cash and cash equivalents reclassified as held for sale

     20       (20

Cash and cash equivalents, end of period

   $ 186     $ 157  

Cash flow provided by operating activities for the year ended December 31, 2017 increased compared to the year ended December 31, 2016 primarily due to positive changes in non-cash working capital and cost reductions driven by the Company’s initiative to realize $250 million of sustainable annual efficiencies. The positive changes in non-cash working capital were due to the receipt of value added tax (“VAT”) refunds, primarily from Mexico and Argentina. The change in VAT receivable balance for the year ended December 31, 2017 resulted in an increase to cash and cash equivalents of $219 million as compared to the year ended December 31, 2016.

The increase in cash flow used in investing activities for the year ended December 31, 2017 compared to the year ended December 31, 2016 was due mainly to $266 million, including transaction costs, paid to acquire Kinross’ 25% interest in the Cerro Casale project, a $379 million increase in expenditures on mining interests (as noted below), the purchase of a 4% gold stream on the El Morro deposit, part of the Company’s NuevaUnión joint venture, from New Gold Inc. for $65 million and an increase in purchases of securities and interest paid of $95 million. These increases were offset partially by $320 million, net of transaction costs and cash disposed, received on the sale of Los Filos, Cerro Blanco and San Nicolas and an increase in the return of capital from Pueblo Viejo of $41 million.

Expenditures on mining interests (including deposits on mining interest expenditures) were as follows:

 

                                                       
     Years Ended December 31  
      2017          2016       

Éléonore

   $ 109      $ 94  

Musselwhite

     58        37  

Porcupine

     109        62  

Red Lake

     80        100  

Peñasquito

     532        230  

Cerro Negro

     87        97  

Other

     100        76  

Total

   $ 1,075      $ 696  

The increase in expenditures on mining interests during the year ended December 31, 2017 compared to the year ended December 31, 2016 was due primarily to an increase in expansionary capital of $347 million related to the construction of the Pyrite Leach project at Peñasquito, the development ramp at Borden and the Materials Handling project at Musselwhite.

Cash flow used in financing activities for the year ended December 31, 2017 decreased by $197 million as compared to the year ended December 31, 2016. The decrease compared to 2016 was primarily due to net credit facility repayments of $30 million in 2017 as compared to Cerro Negro debt repayments of $202 million and a $30 million credit facility draw in 2016. In addition, dividends paid decreased by $35 million due to a reduction in the Company’s dividend payments which came into effect on April 1, 2016.

 

GOLDCORP  |   26


(in United States dollars, tabular amounts in millions, except where noted)

 

On June 22, 2017, the Company completed the extension of its $3.0 billion credit facility term by one year to June 22, 2022. The unsecured, floating-rate facility bears interest at LIBOR plus 150 points when drawn, based on Goldcorp’s current bond ratings, and is intended to be used for liquidity and general corporate purposes.

At December 31, 2017, the Company’s net debt and adjusted net debt (1) was $2.2 billion and $2.1 billion, respectively, representing reductions of approximately 3% and 5%, respectively, compared to the Company’s net debt and adjusted net debt balances at December 31, 2016. During 2017, the Pueblo Viejo joint venture repaid the remainder of the project finance facility of $160 million. At December 31, 2017, excluding cash and cash equivalents held at associates of $163 million, the Company had $3.2 billion of available liquidity, comprised of $234 million of cash and cash equivalents and short term investments, and $3.0 billion available on its $3.0 billion credit facility. The Company has $500 million of debt due March 15, 2018 which it intends to repay using cash flow from operations, draws on its credit facility and/or other short-term bank facilities.

The Company may from time to time seek to retire or repurchase its outstanding debt in open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend upon prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. The amount of debt retired or repurchased may be material.

 

(1)

The Company has presented the non-GAAP performance measures on an attributable (or Goldcorp’s share) basis. Adjusted net debt is non-GAAP financial performance measure with no standardized definition under IFRS. For further information, please see pages 45-54 of this report.

Commitments

In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following table summarizes the remaining contractual maturities of the Company’s financial liabilities and operating and capital commitments at December 31, 2017, shown in contractual undiscounted cashflows:

 

                                                                                                             
      Within 1
year
     2 to 3
years
     4 to 5
years
     Over 5
years
     Total  

Financial Liabilities

              

Accounts payable and accrued liabilities

   $ 570      $      $      $      $ 570  

Derivative liabilities not designated as hedging instruments

     2                             2  

Debt repayments (principal portion)

     500               550        1,450        2,500  

Deferred payment obligation

     37        78        67               182  

Other

     1        9        2        17        29  

Total Financial liabilities

     1,110        87        619        1,467        3,283  

Other Commitments

              

Capital expenditure commitments (1), (2)

     409        347        100               856  

Operating expenditure commitments (2)

     218        4        245        152        619  

Reclamation and closure cost obligations

     54        54        33        1,432        1,573  

Interest payments on debt

     71        163        133        546        913  

Minimum rental and lease payments (3)

     4        8        8        15        35  

Other

     5        11                      16  

Total Other Commitments

     761        587        519        2,145        4,012  

Total Financial Liabilities and Commitments

   $ 1,871      $ 674      $ 1,138      $ 3,612      $ 7,295  

 

(1)

Contractual commitments are defined as agreements that are enforceable and legally binding. Certain of the contractual commitments may contain cancellation clauses; however, the Company discloses the contractual maturities of the Company’s operating and capital commitments based on management’s intent to fulfill the contract.

 

(2)

Includes the capital and operating commitment for the Coffee project.

 

(3)

Excludes the Company’s minimum finance lease payments.

At December 31, 2017, the Company had letters of credit outstanding in the amount of $420 million (December 31, 2016 – $423 million) of which $323 million (December 31, 2016 – $303 million) represented guarantees for reclamation obligations. The Company’s capital commitments for the next twelve months amounted to $409 million at December 31, 2017, including the Company’s funding obligation for Norte Abierto for the next twelve months. During 2017, the Company entered into an agreement

 

GOLDCORP  |   27


(in United States dollars, tabular amounts in millions, except where noted)

 

with a vendor to construct the Coffee Project and potentially manage its initial two years of operation. The expected total capital and operating expenditures under the agreement are $298 million and $397 million, respectively, with the majority of the amount to be spent evenly throughout 2019 to 2023. The Company can terminate the contract at any time without penalty, with no further obligations other than payment for work completed to the date of termination of the contract with the vendor.

In addition, certain of the mining properties in which the Company has interests are subject to royalty arrangements based on their net smelter returns (“NSRs”), modified NSRs, net profits interest (“NPI”), net earnings and/or gross revenues. Royalties are expensed at the time of sale of gold and other metals. For the year ended December 31, 2017, royalties included in production costs amounted to $78 million (2016 – $69 million). At December 31, 2017, the significant royalty arrangements of the Company and its associates and joint venture were as follows:

 

  Mining properties:    Royalty arrangements

Musselwhite

   1.25 – 5% of NPI

Éléonore

   2.2 – 3.5% of NSR

Peñasquito

   2% of NSR and 0.5% of gross income on sale of gold and silver

Cerro Negro

   3% of modified NSR and 1% of net earnings

Alumbrera

   3% of modified NSR plus 20 – 30% of net proceeds after capital recovery and changes in working capital

Pueblo Viejo

   3.2% of NSR

NuevaUnión

   1.5% – 2% modified NSR on portions of the property and 2% NPI

Coffee

   2% of NSR

Norte Abierto

   3.08% NSR on the Caspiche property; Goldcorp to pay 1.25% gross royalty on Cerro Casale and Quebrada Seca

Capital Resources

The capital of the Company consists of items included in shareholders’ equity and debt net of cash and cash equivalents and short term investments as follows:

 

     

At December 31

2017

   

At December 31

2016

 

Shareholders’ equity

   $ 14,184     $ 13,415  

Debt

     2,483       2,510  
     16,667       15,925  

Less: Cash and cash equivalents

     (186     (157

Short term investments

     (48     (43
     $ 16,433     $ 15,725  

The Company manages its capital structure and makes adjustments in light of changes in its economic environment and the risk characteristics of the Company’s assets. To effectively manage the entity’s capital requirements, the Company has instituted a rigorous planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company ensures that there are sufficient committed loan facilities to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents and short term investments.

Outstanding Share Data

As at February 14, 2018, there were 867 million common shares of the Company issued and outstanding and 7 million stock options outstanding, which are exercisable into common shares at exercise prices ranging between C$20.27 per share to C$33.48 per share, and 3 million restricted share units outstanding.

 

GOLDCORP  |   28


(in United States dollars, tabular amounts in millions, except where noted)

 

GUIDANCE (1)

Goldcorp expects to produce 2.5 million ounces (+/- 5%) of gold in 2018, in line with previous 2018 guidance. AISC are expected to decline further to approximately $800 per ounce (+/- 5%) as the Company continues to realize savings from its program targeting $250 million of annual sustainable efficiencies.

The Company’s 20/20/20 plan remains unchanged. As previously guided, gold production is expected to increase 20% to 3 million ounces by 2021. AISC are expected to decrease by 20% to approximately $700 per ounce over the same period driven by the ongoing focus on cost efficiencies and productivity improvements. Building on the successful conversion of 4.7 million ounces of gold mineral resources into mineral reserves at the Century project in 2017, gold mineral reserves are expected to increase by 20% to 60 million ounces by 2021 supported by the exploration potential and ongoing programs at Coffee, Norte Abierto, Cerro Negro and Pueblo Viejo.

Complete production and cost guidance to 2021 is provided below.

 

                                                                                                                                                                                             
Production (+/- 5%) (2)    Units    2018E    2019E    2020E    2021E

Gold Production

   Moz    2.5    2.7    3.0    3.0

Silver Production

   Moz    30    50    40    35

Zinc Production

   Mlbs    300    425    450    400

Lead Production

   Mlbs    160    300    250    150

Gold Equivalent Production (3)

   Moz    3.3    4.0    4.1    4.1
Costs (+/- 5%) (2, 3)    Units    2018E    2019E    2020E    2021E

AISC (4)

   $/oz    800    750    700    700

By-product Cash Costs

   $/oz    450    400    400    400
Capital Expenditures (+/- 5%)    Units    2018E    2019E    2020E    2021E

Sustaining Capital (2, 5)

   $M    550    575    575    575

Expansionary Capital (2, 5)

   $M    750    250    300    300

 

                                    
Other 2018 Estimates    2018E

Corporate Administration ($M) (including non-cash stock compensation of $40M)

   $140

Exploration ($M) (2, 6)

   $125

Depreciation and depletion ($/oz) (2)

   $485

Tax rate (%) (2)

   40 - 45%

 

(1)

Guidance projections (“Guidance”) are considered “forward-looking statements” and represent management’s good faith estimates or expectations of future production results as of the date hereof. Guidance is based upon certain assumptions, including, but not limited to, metal prices, fuel prices, certain exchange rates and other assumptions. Such assumptions may prove to be incorrect and actual results may differ materially from those anticipated. Consequently, Guidance cannot be guaranteed. As such, investors are cautioned not to place undue reliance upon Guidance and forward-looking statements as there can be no assurance that the plans, assumptions or expectations upon which they are placed will occur. See the “Cautionary Statement Regarding Forward-Looking Statements”.

 

(2)

The Company has presented the non-GAAP performance measures on a21 attributable (or Goldcorp’s share) basis. AISC per ounce and cash costs: by-product are non-GAAP financial performance measures with no standardized definition under IFRS. For further information, please see pages 45-54 of this report.

 

(3)

The assumptions below were used to forecast total cash costs and gold equivalent ounces:

 

                                                                                                               
      2018 - 2019    2020 - 2021

Gold (oz)

   $1,300    $1,300

Silver (oz)

   $19.00    $18.00

Copper (lb)

   $2.75    $3.00

Zinc (lb)

   $1.30    $1.15

Lead (lb)

   $1.10    $1.00

Foreign exchange (respectively to the US$)

     

Canadian dollar

   $1.25    $1.25

Mexican peso

   19.00    19.00

 

GOLDCORP  |   29


(in United States dollars, tabular amounts in millions, except where noted)

 

(4)

The Company’s projected AISC are not based on GAAP total production cash costs, which forms the basis of the Company’s cash costs: by-product. The projected range of AISC is anticipated to be adjusted to include sustaining capital expenditures, corporate administrative expense, mine-site exploration and evaluation costs and reclamation cost accretion and amortization, and exclude the effects of expansionary capital and non-sustaining expenditures. Projected GAAP total production cash costs for the full year would require inclusion of the projected impact of future included and excluded items, including items that are not currently determinable, but may be significant, such as sustaining capital expenditures, reclamation cost accretion and amortization. Due to the uncertainty of the likelihood, amount and timing of any such items, the Company does not have information available to provide a quantitative reconciliation of projected AISC to a total production cash costs projection.

 

(5)

Excludes capitalized exploration costs (see footnote 6). Expansionary capital includes capital costs for those projects which are in execution and/or have an approved feasibility study. Projects without an approved feasibility study only include capital costs to the next stage gate.

 

(6)

Approximately 40% of exploration spending is expected to be expensed and approximately 60% is expected to be capitalized. Approximately 50% of exploration spending considered sustaining and approximately 50% is considered expansionary.

OPERATIONAL REVIEW

The Company’s principal producing mining properties are comprised of the Éléonore, Musselwhite, Porcupine and Red Lake mines in Canada; the Peñasquito mine in Mexico; the Cerro Negro mine in Argentina; and the Pueblo Viejo mine (40.0% interest) in the Dominican Republic.

Operating results of operating segments are reviewed by the Company’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segments and to assess their performance. The Company considers each individual mine site as an operating segment for financial reporting purposes except as noted below.

Following the Company’s acquisition and divestitures and the closure of the Marlin mine during 2017, the Company reassessed its segments for financial reporting purposes. The Company concluded that Marlin and Los Filos were no longer operating segments and as a result, are included in Other; they were previously included in the Other mines operating segment. The Company’s 37.5% interest in Alumbrera, which was previously reported as Other associate, and the Company’s interest in Leagold, are also presented in Other, because their financial results do not meet the quantitative threshold required for segment disclosure purposes. Prior periods have been re-presented to reflect the current presentation.

The Company’s 100% interests in the Cochenour and Borden projects in Canada are included in the Red Lake and Porcupine reportable operating segments, respectively. The Company’s 50% interests in the NuevaUnión and Norte Abierto projects in Chile, and 100% interest in the Coffee project in the Yukon, are included in Other.

The Company’s principal product is gold bullion which is sold primarily in the London spot market. Concentrate produced at Peñasquito and Alumbrera, containing both gold and by-product metals, is sold to third party smelters and traders.

 

GOLDCORP  |   30


(in United States dollars, tabular amounts in millions, except where noted)

 

Segmented Financial and Operating Highlights

 

                                                                                                                                                         

Year ended December 31

          

Revenue

($ millions)

   

Gold

produced

(000’s of
ounces)

   

Gold

sold

(000’s of
ounces)

   

Total cash

costs:
by-product

($/oz)  (1), (4)

   

AISC

($/oz)  (3), (4)

    Earnings (loss)
from mine
operations
($
millions) (5)
 

Peñasquito

     2017        1,400       476       472       (106     370       370  
     2016        1,044       465       449       483       937       103  

Cerro Negro

     2017        609       452       436       457       684       84  
     2016        532       363       382       505       705       66  

Pueblo Viejo (4)

     2017        569       433       429       400       517       331  
     2016        607       467       467       343       439       387  

Red Lake

     2017        264       209       208       866       1,181       (3
     2016        388       324       313       582       872       86  

Éléonore

     2017        377       305       299       841       1,095       (11
     2016        346       274       278       875       981       (43

Porcupine

     2017        341       272       270       754       979       10  
     2016        343       277       275       688       898       91  

Musselwhite

     2017        293       236       232       620       774       108  
     2016        321       261       260       538       678       122  

Other mines (2)

     2017        357       186       188       883       983       29  
     2016        793       442       445       716       848       32  

Other (3)

     2017                                75       (22
       2016                                75       20  

Attributable segment total (4)

     2017        4,210       2,569       2,534       499       824       896  
     2016        4,374       2,873       2,869       573       856       864  

Less associates and joint venture

     2017        (787     (536     (532     (516     (637     (352
       2016        (864     (563     (561     (371     (466     (444

Total - Consolidated

     2017        3,423       2,033       2,002       495       873       544  
       2016        3,510       2,310       2,308       622       951       420  

 

GOLDCORP  |   31


(in United States dollars, tabular amounts in millions, except where noted)

 

                                                                                                                                                         

  Three months ended

  December 31

          

Revenue

($ millions)

   

Gold

produced

(000’s of
ounces)

   

Gold

sold

(000’s of
ounces)

   

Total cash
costs: by-

product

($/oz)  (1), (4)

   

AISC

($/oz)  (3), (4)

    Earnings (loss)
from mine
operations 
($
millions)  (5)
 

Peñasquito

     2017        314       83       68       (629     571       64  
     2016        362       183       185       205       487       102  

Cerro Negro

     2017        173       130       123       381       672       32  
     2016        90       66       70       778       1,024       (19

Pueblo Viejo (4)

     2017        166       122       125       390       496       101  
     2016        168       127       132       202       311       130  

Red Lake

     2017        75       59       58       833       1,116       2  
     2016        87       88       76       608       932       11  

Éléonore

     2017        108       84       85       828       1,043       (2
     2016        82       65       69       965       1,075       (23

Porcupine

     2017        100       76       78       661       900       10  
     2016        76       66       63       733       985       23  

Musselwhite

     2017        83       67       64       535       735       38  
     2016        87       75       74       511       696       37  

Other mines (2)

     2017        61       25       32       1,094       1,213       23  
     2016        194       91       99       544       677       (18

Other ( 3)

     2017                                91       (1
       2016                                59       39  

Attributable segment total (4)

     2017        1,080       646       633       462       870       267  
     2016        1,146       761       768       481       747       282  

Less associates and joint venture

     2017        (227     (147     (157     (534     (641     (123
       2016        (248     (153     (159     (177     (282     (154

Total - Consolidated

     2017        853       499       476       438       945       144  
       2016        898       608       609       561       869       128  

 

  (1)

Total cash costs: by-product, per ounce, is calculated net of Goldcorp’s share of by-product sales revenues (by-product copper sales revenues for Alumbrera; by-product silver sales revenues for Marlin and Pueblo Viejo; and by-product lead and zinc sales revenues and 75% of silver sales revenues for Peñasquito at market silver prices, and 25% of silver sales revenues for Peñasquito at $4.13 per silver ounce (2016 – $4.09 per silver ounce) sold to Wheaton). If silver, copper, lead and zinc were treated as co-products, total cash costs for the three months and year ended December 31, 2017 would have been $627 and $660 per ounce of gold, respectively (three months and year ended December 31, 2016 – $619 and $649, respectively). Production costs are allocated to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices (see page 45).

 

  (2)

As described above, the Company’s investments in Marlin, Alumbrera and Leagold are included in ‘Other’ for segment reporting purposes.    They have been disclosed separately in these tables, in ‘Other mines’, along with Los Filos up to the date of its disposal on April 7, 2017, to provide visibility into the impact of the Company’s corporate administration expense on AISC.

 

  (3)

For the purpose of calculating AISC, the Company included corporate administration expense, capital expenditures incurred at the Company’s regional and head office corporate offices and regional office exploration expense as corporate AISC in the “Other” category. These costs are not allocated to the individual mine sites as the Company measures its operations’ performance on AISC directly incurred at the mine site. AISC for Other was calculated using total corporate expenditures and the Company’s total attributable gold sales ounces.

 

  (4)

The Company has included certain non-GAAP performance measures including the Company’s share of the applicable production, sales and financial information of Pueblo Viejo, Alumbrera, Leagold and NuevaUnión throughout this document. Total cash costs: by-product and AISC are non-GAAP performance measures with no standardized definition under IFRS. For further information and detailed reconciliations, please see pages 45-54 of this report.

 

  (5)

During the year ended December 31, 2017, the Company recognized an impairment expense of $244 million ($23 million, net of tax) in respect of certain CGUs. Earnings from mine operations is prior to the impairment expense. See page 15 of this report for further detail.

 

GOLDCORP  |   32


(in United States dollars, tabular amounts in millions, except where noted)

 

OPERATIONAL REVIEW

Peñasquito, Mexico (100%-owned)

 

                                                                                                                 
     Three months ended December 31    

Year ended December 31

 
  Operating Data    2017     2016     Change     2017     2016     Change  

Tonnes of ore milled (thousands)

     9,582       9,243       4     37,083       34,112       9

Mill head grade

            

Gold grade (grams/tonne)

     0.47       0.95       (51 )%      0.66       0.70       (6 )% 

Silver grade (grams/tonne)

     24.48       21.98       11     23.51       22.98       2

Lead grade

     0.25     0.20     25     0.23     0.22     5

Zinc grade

     0.66     0.58     14     0.64     0.54     19
  Mill Recovery Rate             

Gold recovery

     63     69     (9 )%      66     63     5

Silver recovery

     83     81     2     82     79     4

Lead recovery

     73     78     (6 )%      74     72     3

Zinc recovery

     81     80     1     81     77     5
  Payable Metal Produced             

Gold (thousands of ounces)

     83       183       (55 )%      476       465       2

Silver (thousands of ounces)

     5,501       4,830       14     21,505       17,903       20

Lead (thousands of pounds)

     36,500       29,600       23     133,300       109,400       22

Zinc (thousands of pounds)

     96,500       78,300       23     359,700       262,900       37

Gold equivalent (thousands of

ounces) (1)

     259       347       (25 )%      1,147       1,050       9
  Payable Metal Sold             

Gold (thousands of ounces)

     68       185       (63 )%      472       449       5

Silver (thousands of ounces)

     4,988       5,038       (1 )%      21,399       17,592       22

Lead (thousands of pounds)

     33,400       33,600       (1 )%      128,200       110,000       17

Zinc (thousands of pounds)

     94,400       70,500       34     361,000       259,800       39

Total Cash Costs: By-product (per ounce)

   $ (629   $ 205       (407 )%    $ (106   $ 483       (122 )% 

Total Cash Costs: Co-product (per ounce)

   $ 809     $ 598       35   $ 678     $ 780       (13 )% 

AISC (per ounce)

   $ 571     $ 487       17   $ 370     $ 937       (61 )% 
  Financial Data (in millions)                                           

Revenues (2)

   $ 314     $ 362       (13 )%    $ 1,400     $ 1,044       34

Production costs

   $ 187     $ 182       3   $ 751     $ 698       8

Depreciation and depletion

   $ 63     $ 78       (19 )%    $ 279     $ 243       15

Earnings from mine operations

   $ 64     $ 102       (37 )%    $ 370     $ 103       259

Expenditures on mining interests (cash basis)

   $ 229     $ 64       258   $ 537     $ 235       129

– Sustaining

   $ 78     $ 49       59   $ 213     $ 195       9

– Expansionary

   $ 151     $ 15       907   $ 324     $ 40       710

 

  (1)

Gold equivalent ounces are calculated using the following assumptions: $1,250 per ounce of gold; by-product metal prices of $19.00 per ounce of silver; $0.90 per pound of zinc; and $0.80 per pound of lead (2016 – $1,100; $16.50; $0.95; and $0.90, respectively). By-product metals are converted to gold equivalent ounces by multiplying by-product metal production with the associated by-product metal price and dividing it by the gold price.

 

  (2)

Includes 25% of silver ounces sold to Wheaton at $4.13 per ounce (2016 – $4.09 ounce). The remaining 75% of silver ounces are sold at market rates.

 

GOLDCORP  |   33


(in United States dollars, tabular amounts in millions, except where noted)

 

Fourth Quarter Operating and Financial Highlights

Gold production for the three months ended December 31, 2017 was lower than the same period in the prior year as a result of the planned transition from the higher grade area of Phase 5 at the bottom of the Peñasco pit to lower grade ore from the beginning of Phase 6 and lower grade stockpiles. Higher grade ore was processed from phase 5D in the three months ended December 31, 2016. It is expected that production will revert back to higher grade ore in 2019 when the Phase 6 stripping program exposes higher grade ore in the Peñasco pit. Improved productivity driven by the implementation of a new management operating system resulted in higher tonnes processed and better ore delivery to the primary crusher during the three months ended December 31, 2017 compared to the same period in the prior year.

Earnings from operations for the three months ended December 31, 2017 were lower than the same period in the prior year primarily due to lower gold production, partially offset by 27% higher zinc and 17% higher lead prices, higher zinc sales, and lower depreciation. Production costs remained in line with the same period in the prior year as cost optimization efforts were offset by market increases for diesel and electrical prices.

AISC for the three months ended December 31, 2017 were higher than the same period in the prior year due to lower gold production and higher planned sustaining capital expenditures, partially offset by higher by-product metal credits. Sustaining capital expenditures were higher than the same period in the prior year due to work on the center line raise, dewatering wells relocation and the purchase of mining equipment.

Annual Operating and Financial Highlights

Gold production for the year ended December 31, 2017 was comparable with the prior year, while gold equivalent production was higher because of higher metal recoveries and higher by-product metal grades, in particular zinc. The higher throughput and metal recoveries in 2017 were driven by improvements at Peñasquito’s mill from improved equipment reliability and higher float cell recoveries. The year ended December 31, 2016 also included a prolonged period of maintenance which reduced tonnes milled.

Earnings from operations increased significantly for the year ended December 31, 2017 compared to the prior year, driven by consistent operations and by 36% higher zinc and 24% higher lead prices, partially offset by higher depreciation and depletion. Production costs were higher compared to the same period in the prior year due to market increases in diesel and electrical prices in 2017, a one-time charge related to the oxide heap leach operation in the first quarter of 2017, and higher sustainability costs associated with supporting the nearby communities in 2017.

AISC was lower for the year ended December 31, 2017 compared to the prior year due to higher by-product revenues, partially offset by planned higher sustaining capital expenditures. Sustaining capital expenditures increased related to work on the center line raise and the purchase of mining equipment.

Expansionary capital of $324 million for the year ended December 31, 2017 included $289 million and $30 million relating to the Pyrite Leach Project and Chile Colorado pre-stripping, respectively (see the Project Pipeline section below).

Cerro Negro, Argentina (100%-owned)

 

                                                                                                                                   
     Three months ended December 31     Year ended December 31  
  Operating Data    2017     2016     Change     2017     2016     Change  

Tonnes of ore milled (thousands)

     264       166       59     1,031       827       25%  

Mill Gold grade (grams/tonne)

     16.74       14.43       16     14.31       14.35       —%  

Mill Silver grade (grams/tonne)

     154.8       112.7       37     126.5       132.1       (4)%  

Gold recovery rate

     97     96     1     96     95     1%  

Silver recovery rate

     86     88     (2 )%      86     87     (1)%  

Gold Produced (thousands of ounces)

     130       66       97     452       363       25%  

Silver Produced (thousands of ounces)

     1,079       478       126     3,504       3,087       14%  

Gold equivalent ounces produced (thousands of ounces) (1)

     147       73       101     506       410       23%  

Gold Sold (thousands of ounces)

     123       70       76     436       382       14%  

 

GOLDCORP  |   34


(in United States dollars, tabular amounts in millions, except where noted)

 

                                                                                                                                                         

Silver Sold (thousands of ounces)

     1,010        540       87        3,370        3,308        2%  

Total Cash Costs: By-product (per ounce)

   $ 381      $ 778       (51 )%       $ 457      $ 505        (10)%  

Total Cash Costs: Co-product (per ounce)

   $ 457      $ 810       (44 )%       $ 523      $ 574        (9)%  

AISC (per ounce)

   $ 672      $ 1,024       (34 )%       $ 684      $ 705        (3)%  

Financial Data (in millions)

                                                            

Revenues

   $ 173      $ 90       92      $ 609      $ 532        14%  

Production costs

   $ 64      $ 64            $ 258      $ 249        4%  

Depreciation and depletion

   $ 77      $ 45       71      $ 267      $ 217        23%  

Earnings from mine operations

   $ 32      $ (19     n/a        $ 84      $ 66        27%  

Expenditures on mining interests (cash basis)

   $ 29      $ 22       32      $ 87      $ 97        (10)%  

– Sustaining

   $ 29      $ 15       93      $ 79      $ 68        16%  

– Expansionary

   $      $ 7       (100 )%       $ 8      $ 29        (72)%  

 

  (1)

Gold equivalent ounces are calculated using the following assumptions: $1,250 per ounce of gold and a by-product metal price of $19.00 per ounce of silver (2016 – $1,100 and $16.50, respectively). By-product metals are converted to gold equivalent ounces by multiplying by-product metal production with the associated by-product metal price and dividing it by the gold price.

Fourth Quarter Operating and Financial Highlights

Gold production for the three months ended December 31, 2017 was higher than the same period in the prior year due to higher productivity in alignment with the Cerro Negro’s ramp-up and productivity improvement plan. The productivity improvement plan, which was implemented in the fourth quarter of 2016, has been focused on improving maintenance, operator skills, and supply chain processes, and has generated positive results across the mine. The consistent supply of 4,000 tonnes per day to the mill is expected to be achieved during the second half of 2018.

Mariana Norte design and development work continues per plan, with ore production expected during the second half of 2018 to supplement declining production from Eureka in 2019. The development of the Emilia vein is expected to continue in 2018.

Earnings from operations for the three months ended December 31, 2017 were higher than the same period in the prior year due to higher gold production, driven by the productivity improvement plan, partially offset by higher depreciation and depletion. Production costs for the three months ended December 31, 2017 were in line with the same period in the prior year, despite 59% higher tonnes milled, due to effective cost control measures offsetting Argentine inflation, which outpaced the currency devaluation.

AISC for the three months ended December 31, 2017 were lower than the same period in the prior year due to higher gold production, partially offset by planned higher sustaining capital related to increased development and tailings area expansion.

 

GOLDCORP  |   35


(in United States dollars, tabular amounts in millions, except where noted)

 

Annual Operating and Financial Highlights

Gold production for the year ended December 31, 2017 was higher than the prior year due to higher productivity, in alignment with the Cerro Negro’s ramp-up and productivity improvement plan.

Earnings from operations for the year ended December 31, 2017 were higher than the prior year due to higher gold equivalent production, partially offset by higher depreciation and depletion. Excluding an export subsidy of $11 million in the third quarter of 2016 which has since been eliminated, production costs for the year ended December 31, 2017 were in line with the same period in the prior year, despite higher tonnes mined and processed. Management continues to implement cost control measures to offset Argentinian inflation of 21% in 2017 and the changes in the Argentine peso/USD exchange rate which devalued 12% based on average 2016-2017 exchange rates. Depreciation and depletion was higher as a result of the 25% higher milled tonnes.

AISC for the year ended December 31, 2017 were lower than the prior year as a result of higher gold production, which was partially offset by higher sustaining capital expenditures related to increased development and tailings area expansion.

Pueblo Viejo, Dominican Republic (40%-owned)

(tabular amounts below represent Goldcorp’s proportionate 40% share)

 

                                                                                                                 
     Three months ended December 31     Year ended December 31  
  Operating Data    2017     2016     Change     2017     2016     Change  

Tonnes of ore milled (thousands)

     915       826       11     3,194       3,018       6

Mill head grade (grams/tonne)

     4.52       5.07       (11 )%      4.57       5.28       (13)%  

Recovery rate

     92     93     (1 )%      92     91     1%  

Gold Produced (thousands of ounces)

     122       127       (4 )%      433       467       (7)%  

Gold Sold (thousands of ounces)

     125       132       (5 )%      429       467       (8)%  

Total Cash Costs: By-product (per ounce)

   $ 390     $ 202       93   $ 400     $ 343       17%  

Total Cash Costs: Co-product (per ounce)

   $ 420     $ 252       67   $ 438     $ 380       15%  

AISC (per ounce)

   $ 496     $ 311       59   $ 517     $ 439       18%  

Financial Data (in millions) (1)

                                                

Revenues

   $ 166     $ 168       (1 )%    $ 569     $ 607       (6)%  

Production costs

   $ 55     $ 35       57   $ 199     $ 185       8%  

Depreciation and depletion

   $ 10     $ 3       233   $ 39     $ 35       11%  

Earnings from mine operations

   $ 101     $ 130       (22 )%    $ 331     $ 387       (14)%  

Expenditures on mining interests (cash basis)

   $ 12     $ 12         $ 46     $ 40       15%  

– Sustaining

   $ 12     $ 12         $ 46     $ 40       15%  

– Expansionary

   $     $       n/a     $     $       n/a  

 

(1)

The Company’s 40% interest in Pueblo Viejo is classified as an investment in associate and is accounted for using the equity method with the Company’s share of net earnings and net assets separately disclosed in the Consolidated Statements of Earnings and Consolidated Balance Sheets, respectively. The financial data disclosed in the table represents the financial data of Pueblo Viejo on a proportionate rather than equity basis. For the three month period and year ended December 31, 2017, the Company’s equity earnings from Pueblo Viejo were $27 million and $142 million, respectively (three month period and year ended December 31, 2016 – equity earnings of $60 million and $169 million, respectively).

 

(2)

Earnings from mine operations is reported prior to any impairment/ impairment reversals. See page 15 of this MD&A for details.

Fourth Quarter Operating and Financial Highlights

Gold production for the three months ended December 31, 2017 was lower than the same period in the prior year primarily due to lower grades, partially offset by higher tonnage processed. Ore mined increased in comparison with the three months ended December 31, 2016 primarily due to the commencement of a new phase in the Moore pit which allowed for higher fleet efficiency. The decrease in head grade was attributable to the mining sequence, as the prior year higher grade ore was primarily from Moore pit phase 2. Tonnes milled increased in comparison with the three months ended December 31, 2016 primarily due to improvements in the autoclaves and grinding areas in 2017. During the fourth quarter of 2017, monthly production records were set for the crushing and grinding circuit and the autoclave circuit.

 

GOLDCORP  |   36


(in United States dollars, tabular amounts in millions, except where noted)

 

Earnings from mine operations for the three months ended December 31, 2017 were lower and AISC were higher than the same period in the prior year primarily due to higher production costs, lower gold sales, and lower by-product silver credits. Production costs for the three months ended December 31, 2017 were higher than the same period in the prior year primarily due to 2016 costs being positively impacted by an insurance credit from an oxygen plant failure in 2015, higher power costs as a consequence of higher usage resulting from increased tonnage processed, higher fuel costs attributed primarily to increased market prices, and higher contractors and site costs.

Annual Operating and Financial Highlights

Gold production for the year ended December 31, 2017 was lower than the prior year primarily due to lower grades, partially offset by higher gold recovery and higher tonnage processed. The decrease in head grade was attributable to the mining sequence, as higher grade ore in the prior year was primarily from Moore pit. The higher gold recovery in the year ended December 31, 2017 was a result of improved carbon management and reagent cyanide addition compared to the year ended December 31, 2016. Tonnes milled increased in comparison with the year ended December 31, 2016 due to reduction of unplanned maintenance shutdowns and optimization of autoclave operations.

 

GOLDCORP  |   37


(in United States dollars, tabular amounts in millions, except where noted)

 

Earnings from mine operations for the year ended December 31, 2017 were lower and AISC were higher than the prior year primarily due to lower gold sales driven by lower production volume, higher production costs, and higher sustaining capital expenditures, partially offset by higher by-product silver credits. The increase in production costs for the year ended December 31, 2017 was primarily attributable to 2016 costs having been positively impacted by an insurance credit from an oxygen plant failure in 2015, higher power costs as a consequence of higher usage resulting from increased tonnage processed and higher fuel costs. AISC were also higher due to higher sustaining capital as a result of spending related to the addition of mining equipment, a power substation, and plant maintenance projects.

Red Lake, Canada (100%-owned)

 

     Three months ended December 31     Year ended December 31  
  Operating Data    2017     2016     Change     2017     2016     Change  

Tonnes of ore milled (thousands)

     209       170       23     623       646       (4 )% 

Mill head grade (grams/tonne)

     9.76       15.04       (35 )%      11.60       16.18       (28 )% 

Recovery rate

     94     96     (2 )%      94     96     (2 )% 

Gold Produced (thousands of ounces)

     59       88       (33 )%      209       324       (35 )% 

Gold Sold (thousands of ounces)

     58       76       (24 )%      208       313       (34 )% 

Total Cash Costs: By-product (per ounce)

   $ 833     $ 608       37   $ 866     $ 582       49

AISC (per ounce)

   $ 1,116     $ 932       20   $ 1,181     $ 872       35

Financial Data (in millions)

                                                

Revenues

   $ 75     $ 87       (14 )%    $ 264     $ 388       (32 )% 

Production costs

   $ 48     $ 43       12   $ 180     $ 179       1

Depreciation and depletion

   $ 25     $ 33       (24 )%    $ 87     $ 123       (29 )% 

Earnings from mine operations

   $ 2     $ 11       (82 )%    $ (3   $ 86       n/a  

Expenditures on mining interests (cash basis)

   $ 25     $ 24       4   $ 80     $ 100       (20 )% 

– Sustaining

   $ 14     $ 22       (36 )%    $ 60     $ 78       (23 )% 

– Expansionary

   $ 11     $ 2       450   $ 20     $ 22       (9 )% 

 

(1)

Earnings from mine operations is reported prior to any impairment/ impairment reversals. See page 15 of this MD&A for details.

Fourth Quarter Operating and Financial Highlights

Gold production for the three months ended December 31, 2017 was lower than the same period in the prior year due to lower grades, as a proportionately lower amount of ore was sourced from the High Grade Zone, partially offset by higher tonnes. With the increased use of bulk mining methods, the milling rate of 2,270 tonnes per day achieved in the fourth quarter of 2017 was the highest rate achieved at Red Lake since the beginning of 2013. The investment to optimize the long term value of the Red Lake camp as a higher tonnage, lower grade operation will continue throughout 2018.

During the three months ended December 31, 2017, the site continued with higher underground development rates, achieving 39 meters per day, an 18% increase over the same period in the prior year. This is expected to liberate more ore in future periods and support the transition to bulk mining as the High Grade Zone is depleted. The Red Lake mill continued operations in the fourth quarter of 2017 to supplement the Campbell mill and will be used in 2018 to provide operational flexibility to accommodate higher ore tonnages when required.

Red Lake’s earnings from mine operations for the three months ended December 31, 2017 were lower than the same period in the prior year as lower gold sales were partially offset by lower depreciation and depletion.

AISC for the three months ended December 31, 2017 were higher than the same period in the prior year due to lower gold sales while production costs were higher as a result of higher operating development costs. Higher production costs per ounce were partially offset by lower sustaining capital.

Annual Operating and Financial Highlights

Gold production for the year ended December 31, 2017 was lower than the prior year due to lower grade and lower tonnes as the mine focused on accelerated development, increased bulk mining and a significant cost and infrastructure rationalization program.

 

GOLDCORP  |   38


(in United States dollars, tabular amounts in millions, except where noted)

 

Red Lake’s loss from mine operations for the year ended December 31, 2017 was lower than earnings in the same period in the prior year due to the lower gold sales, partially offset by lower depreciation and depletion associated with the lower gold production.

AISC for the year ended December 31, 2017 were higher than the prior year due to lower gold sales while production costs remained relatively unchanged.

Expansionary capital expenditures relate to the Cochenour Project (see the Project Pipeline section below).

Éléonore, Canada (100%-owned)

 

     Three months ended December 31     Year ended December 31  
  Operating Data    2017     2016     Change     2017     2016     Change  

Tonnes of ore milled (thousands)

     460       399       15     1,812       1,688       7

Mill head grade (grams/tonne)

     6.32       5.50       15     5.67       5.48       3

Recovery rate

     92     90     2     92     90     2

Gold Produced (thousands of ounces)

     84       65       29     305       274       11

Gold Sold (thousands of ounces)

     85       69       23     299       278       8

Total Cash Costs: By-product (per ounce)

   $ 828     $ 965       (14 )%    $ 841     $ 875       (4 )% 

AISC (per ounce)

   $ 1,043     $ 1,075       (3 )%    $ 1,095     $ 981       12

Financial Data (in millions)

                                                

Revenues

   $ 108     $ 82       32   $ 377     $ 346       9

Production costs

   $ 70     $ 66       6   $ 251     $ 243       3

Depreciation and depletion

   $ 40     $ 39       3   $ 137     $ 146       (6 )% 

Earnings from mine operations

   $ (2   $ (23     (91 )%    $ (11   $ (43     (74 )% 

Expenditures on mining interests (cash basis)

   $ 26     $ 32       (19 )%    $ 110     $ 94       17

– Sustaining

   $ 17     $ 8       113   $ 71     $ 28       154

– Expansionary

   $ 9     $ 24       (63 )%    $ 39     $ 66       (41 )% 

Fourth Quarter Operating and Financial Highlights

Gold production for the three months ended December 31, 2017 was higher than the same period in the prior year due to an increase in gold grade in line with planned mine sequencing and higher tonnes milled. For the three months ended December 31, 2017 milled tonnes increased by 15% compared to the same period in the prior year as earlier development efforts opened additional mining fronts in the fourth quarter of 2017 and the mine continued its ramp up. In order to maximize sustainable production, the focus continued to be on accelerating development in order to open up new mining fronts, increasing capacity for mining tonnes on lower horizons and increasing flexibility in the mine. The mine is on pace to achieve optimum sustainable gold production rates by the second half of 2018.

The loss from operations for the three months ended December 31, 2017 was lower than the same period in the prior year as higher revenue from higher gold production was partially offset by higher production costs as a result of an increase in tonnes milled and higher operating development costs related to the mine sequencing.

AISC for the three months ended December 31, 2017 were lower than the same period in the prior year due to higher gold sales, partially offset by an increase in sustaining capital expenditures from the increased development work and expenditures on the mine waste pad, all of which were planned for the fourth quarter of 2017.

Annual Operating and Financial Highlights

Gold production for the year ended December 31, 2017 was higher than the prior year due to an expected increase in grade and mined tonnes as Éléonore continued its ramp up to optimized production levels. Acceleration of development efforts in 2017 contributed to this ramp up and remain a focus in order to open up new mining fronts and increase the mining capacity in deeper mining horizons.

 

GOLDCORP  |   39


(in United States dollars, tabular amounts in millions, except where noted)

 

The loss from operations for the year ended December 31, 2017 was lower than the prior year as higher revenue from higher gold production was partially offset by higher production costs as a result of higher tonnes mined and higher operating development costs related to the mine sequencing.

AISC for the year ended December 31, 2017 were higher than the prior year due to a planned increase in sustaining capital expenditures as a result of an increase in development work and expenditures on the tailings cell and expansion of the waste pad.

Expansionary capital expenditures continued to decrease with the completion of the majority of the infrastructure required to support the designed throughput.

Porcupine, Canada (100%-owned)

 

     Three months ended December 31     Year ended December 31  
  Operating Data    2017     2016     Change     2017     2016     Change  

Tonnes of ore milled (thousands)

     954       808       18     3,289       3,491       (6 )% 

Mill head grade (grams/tonne)

     2.82       2.78       1     2.81       2.64       6

Recovery rate

     92     92         92     92    

Gold Produced (thousands of ounces)

     76       66       15     272       277       (2 )% 

Gold Sold (thousands of ounces)

     78       63       24     270       275       (2 )% 

Total Cash Costs: By-product (per ounce)

   $ 661     $ 733       (10 )%    $ 754     $ 688       10

AISC (per ounce)

   $ 900     $ 985       (9 )%    $ 979     $ 898       9

Financial Data (in millions)

                                                

Revenues

   $ 100     $ 76       32   $ 341     $ 343       (1 )% 

Production costs

   $ 54     $ 46       17   $ 209     $ 189       11

Depreciation and depletion

   $ 36     $ 7       414   $ 122     $ 63       94

Earnings from mine operations

   $ 10     $ 23       (57 )%    $ 10     $ 91       (89 )% 

Expenditures on mining interests (cash basis)

   $ 35     $ 21       67   $ 109     $ 62       76

– Sustaining

   $ 14     $ 15       (7 )%    $ 47     $ 46       2

– Expansionary

   $ 21     $ 6       250   $ 62     $ 16       288

 

(1)

Earnings from mine operations is reported prior to any impairment/ impairment reversals. See page 15 of this MD&A for details.

Fourth Quarter Operating and Financial Highlights

Gold production for the three months ended December 31, 2017 was higher than the same period in the prior year due to the investment in additional development at Hoyle Pond which increased the mined tonnes from Hoyle by over 20% year over year, and positively impacted the average milled grade. The investment in additional development is to enable higher long-term sustainable mining rates at Hoyle Pond underground. The Dome mine also contributed to higher grade ore tonnes as final stopes were mined out as part of the mine closure plan. The Dome mine officially closed on December 31, 2017.

Earnings from mine operations for the three months ended December 31, 2017 were lower than the same period in the prior year due to higher production costs as a result of higher expensed development costs and higher depreciation and depletion, partially offset by higher production. Depreciation and depletion increased compared to the same period in the prior year as a result of incremental depletion from the Hoyle Deep winze which completed construction in 2016.

AISC for the three months ended December 31, 2017 were lower than the same period in the prior year due to higher production, partially offset by higher production costs.

Annual Operating and Financial Highlights

Gold production was slightly lower for the year ended December 31, 2017 compared to the prior year due to the completion of processing of surface stockpiles in the first quarter of 2016, partially offset by higher Hoyle Pond production rates in the second half of 2017.

Earnings from mine operations for the year ended December 31, 2017 were lower than the prior year due to lower sold ounces, higher production costs as a result of higher expensed development costs and higher depreciation and depletion. Depreciation and

 

GOLDCORP  |   40


(in United States dollars, tabular amounts in millions, except where noted)

 

depletion increased compared to the prior year as a result of incremental depletion from the Hoyle Deep winze which completed construction in 2016.

AISC for the year ended December 31, 2017 were higher than the prior year due to higher production costs and higher sustaining capital.

Expansionary capital relates to the development and construction activities at the Borden project and, effective October 1, 2017, the Century project (see the Project Pipeline section below).

Musselwhite, Canada (100%-owned)

 

     Three months ended December 31     Year ended December 31  
  Operating Data            2017             2016     Change             2017             2016     Change  

Tonnes of ore milled (thousands)

     309       348       (11 )%      1,221       1,188       3

Average mill head grade (grams/tonne)

     6.96       7.13       (2 )%      6.20       7.17       (14 )% 

Average recovery rate

     96     95     1     96     96    

Gold Produced (thousands of ounces)

     67       75       (11 )%      236       261       (10 )% 

Gold Sold (thousands of ounces)

     64       74       (14 )%      232       260       (11 )% 

Total Cash Costs: By-product (per ounce)

   $ 535     $ 511       5   $ 620     $ 538       15

AISC (per ounce)

   $ 735     $ 696       6   $ 774     $ 678       14

Financial Data (in millions)

                                                

Revenues

   $ 83     $ 87       (5 )%    $ 293     $ 321       (9 )% 

Production costs

   $ 35     $ 38       (8 )%    $ 144     $ 140       3

Depreciation and depletion

   $ 10     $ 12       (17 )%    $ 41     $ 59       (31 )% 

Earnings from mine operations

   $ 38     $ 37       3   $ 108     $ 122       (11 )% 

Expenditures on mining interests (cash basis)

   $ 22     $ 18       22   $ 58     $ 37       57

– Sustaining

   $ 11     $ 12       (8 )%    $ 26     $ 29       (10 )% 

– Expansionary

   $ 11     $ 6       83   $ 32     $ 8       300

Fourth Quarter Operating and Financial Highlights

Gold production for the three months ended December 31, 2017 was lower than the same period in the prior year due to the prior year period exceeding average mining rates and grades due to sequencing. Tonnes mined in the three months ended December 31, 2017 were in line with plan.

Earnings from operations for the three months ended December 31, 2017 were consistent with the same period in the prior year as lower revenues were offset by decreases in production costs and depreciation and depletion.

AISC for the three months ended December 31, 2017 were higher than the same period in the prior year due to lower gold production, partially offset by lower production costs.

Annual Operating and Financial Highlights

Gold production for the year ended December 31, 2017 was lower than the prior year due to lower grade, partially offset by higher tonnes mined. Lower grades were the result of planned mining sequence and higher dilution in the first half of the year as a result of the impact of mining larger stopes. In the second quarter of 2017, revised stope designs reduced dilution to be in line with life of mine expectations.

Earnings from operations for the year ended December 31, 2017 were lower than the prior year due to decreased revenue from lower gold sales, partially offset by lower depreciation and depletion.

AISC for year ended December 31, 2017 were higher than the prior year primarily due to lower gold production and higher production costs.

Expansionary capital expenditures relate to the Materials Handling project (see the Project Pipeline section below).

 

GOLDCORP  |   41


(in United States dollars, tabular amounts in millions, except where noted)

 

PROJECT PIPELINE

The current anticipated milestones for 2017 through 2021 for the Company’s numerous projects are outlined below:

 

LOGO

Expenditures relating to projects for the three months and years ended December 31, 2017 and 2016 were as follows (in millions):

 

                                                                                                   
     

Three Months Ended

December 31

     Years Ended December 31  
      2017      2016      2017      2016  

Peñasquito

   $ 151      $ 17      $ 324      $ 38  

Musselwhite

     11        6        32        8  

Porcupine

     21        6        70        16  

Red Lake

     11        4        21        31  

Eleonore (1)

     9        24        39        66  

Cerro Negro

            7        8        29  

Other

     30        10        71        28  

Total

   $ 233      $ 74      $ 565      $ 216  

 

  (1)

Eleonore’s 2017 expansionary capital relates primarily to the water treatment plant, which was commissioned in the third quarter of 2017.

Of the $233 million and $565 million of project expenditures for the three months and year ended December 31, 2017 (2016 - $74 million and $216 million for the three months and year ended December 31, 2016), $233 million and $554 million ($60 million and $186 million for the three months and year ended December 31, 2016) were included in expenditures on mining interests as expansionary capital. Certain Coffee expenditures have been expensed as exploration, whereas HG Young and certain Century costs have been expensed as non-sustaining project costs.

Peñasquito: Pyrite Leach Project

At Peñasquito, the PLP is 62% complete and is expected to commence commissioning in the fourth quarter of 2018, three months ahead of schedule. The PLP is expected to recover approximately 40% of the gold and 48% of the silver currently reporting to the tailings and is expected to add production of approximately 1 million ounces of gold and 44 million ounces of silver over the current life of the mine.

 

GOLDCORP  |   42


(in United States dollars, tabular amounts in millions, except where noted)

 

Musselwhite: Materials Handling Project

At Musselwhite, the Materials Handling project is advancing as planned and has achieved 53% completion with detailed engineering mostly completed. Capital costs of the project are tracking 10% below budget and commissioning is expected, on plan, in the first quarter of 2019.

Porcupine: Century Project

At Century, the base case pre-feasibility study was completed in the third quarter of 2017 on the following:

 

Century Project - Base Case Pre-feasibility Study

Mine Life

   14 years

Contained Gold Ounces

   5,710,000

Plant Size

   50,000 t/d

Gold Grade (diluted)

   0.87 g/t

Gold Recovery

   88%

Strip Ratio (waste to ore)

   4.5:1

Operating Costs (Mining, Process, G&A)

   US$17 to US$18/tonne processed

Initial Capex (1)

   US$950 to US1,050 million

Sustaining Capital and Tailings Expansion

   US$350 to US$400 million
  

(1) Includes 10% contingency

  

The base case pre-feasibility study is based on a total mineral reserve estimate of 5.7 million ounces of gold, including 1.0 million ounces of previously reported mineral reserves from the Pamour pit, which have been integrated into the proposed Century project. However, the study excludes approximately 1.0 million ounces of inferred mineral resources within the existing Dome reserve pit design, for which the Company expects a portion to be converted following additional drilling. In 2018, Goldcorp will conduct a series of trade-off studies to further optimize the project with a focus on evaluating the latest technologies to reduce project footprint and improve mining and processing efficiencies. Ore sorting technologies, co-mingling of tailings with waste rock (Eco-Tails) to reduce water use, conveying of rock from the pit, electrical and/or autonomous equipment, and optimized process plant design will all be studied as part of this process. The optimized pre-feasibility is expected to be completed in the second half of 2018. Goldcorp considers Century to be a project with low execution risk in a proven mining district.

Porcupine: Borden Project

At Borden, construction of surface infrastructure to support the development of the exploration ramp has been completed. The current infrastructure can support the mine once in production. Ramp development has reached 680 meters and is on schedule. The bulk sample is expected to commence in the fourth quarter of 2018. Bulk sample extraction and critical mine production development will be conducted concurrently. The mine is expected to begin commercial production in the second half of 2019 and is expected to comprise approximately one-third of Porcupine’s production in 2020.

Coffee Project

Since the acquisition of the Coffee project (100% owned, Canada) in July 2016, the Company has accelerated and expanded the scope of exploration in this developing new gold camp. Goldcorp acquired the project not only for the high-grade Coffee gold deposit, but also to participate in the development of the growing mineral wealth within the highly prospective Tintina Gold Province which is estimated to be endowed with approximately 150 million ounces of gold across the Yukon and Alaska.

The project proposal was submitted to Yukon’s Environmental and Socio-economic Assessment Board on December 6, 2017 after Goldcorp completed additional consultation with the affected First Nations. Impact Benefit Agreement discussions are ongoing with the potentially impacted First Nations.

Goldcorp entered into an agreement with a vendor for the engineering and development of the Coffee project. Engineering is now 15% complete with the target of being 90% complete by the time the final regulatory approval is received.

Red Lake: Cochenour Project

The Company completed the pre-feasibility study in the third quarter of 2017, which resulted in an initial mineral reserve estimate of 0.15 million ounces. As the understanding of the Cochenour deposit continues to advance, the Company expects that further mineral resources will be converted into mineral reserves to ensure a constant production level in future years. Cochenour has 0.3

 

GOLDCORP  |   43


(in United States dollars, tabular amounts in millions, except where noted)

 

million ounces of measured and indicated mineral resources and 2.0 million ounces of inferred mineral resources. The new mine plan at Cochenour is expected to contribute 5,000-10,000 ounces in 2018 and approximately 30,000 to 50,000 ounces annually to the overall production at the Red Lake camp once in full production, which is expected in 2019. The production profile remains based on a starter mine approach, and Cochenour continues to have potential through expansion at depth and laterally to further increase annual production.

The study also concluded the preferred backfill system was pastefill and the preferred material handling system would be the high speed tram which will move the ore across to the existing shaft at Campbell. The material handling system is expected to be completed by the end of 2018.

Red Lake: HG Young Project

During 2017, the Company updated the geological interpretation and block models which upgraded the structural understanding of the mineralized system. The Company also completed a study concluding that the preferred access would be underground access from the Campbell mine on either the 14 level and/or 21 level based primarily on the favorable drilling results obtained between 8 and 21 levels and the potential for continuity at lower levels as the deposit is open at depth. The updated mineral resource estimate provided 0.2 million ounces of measured and indicated mineral resources and 0.3 million ounces of inferred mineral resources.

Based on the positive overall results of the study, the Company is investing in a further study with the goal to double the current resource by 2019, primarily through infill drilling and extending the deposit at depth. Expenditures will primarily be related to development on the 14 and 21 levels to provide drilling platforms and additional drilling. In the event of a positive outcome of the further study, the Company expects to commence the development of the preferred material handling system in order to facilitate production and would expect to provide parameters for a starter mine by late 2019.

During the fourth quarter of 2017, development and rehabilitation works were started on 14 level, and infrastructure upgrades to ventilation and electrical systems were completed, in preparation for conducting diamond drilling.

Norte Abierto Project

Norte Abierto (50% owned, Chile) has hired a dedicated project team based in Santiago and Copiapo. Since the acquisition in mid-2017, work has commenced on key areas including geology, studies, community relations, and environmental monitoring. A key milestone for the project was reached on December 29, 2017 when a 3-year voluntary easement was signed with a local community which enables site access, drilling, and baseline studies on all concessions owned by the project.

In 2018, the project will continue progressing through the initial stage of planned studies with key focus areas including:

 

   

Geological review and geologic models update for both Cerro Casale and Caspiche;

 

   

Drilling campaign including infill, definition, geotechnical and metallurgical drilling for Cerro Casale and Caspiche;

 

   

District exploration program underway to review prospects and identify targets including the satellite oxide pits at Cerro Casale for the upcoming drilling season;

 

   

Trade-off engineering studies;

 

   

Understanding the application of Goldcorp’s patented Concentrate Enrichment Process to optimize concentrate quality; and

 

   

Engaging various stakeholders and initiating a permitting strategy for the combined operation.

The lessons learned as part of the prefeasibility study at NuevaUnión will be beneficial as the joint operation advances through the pre-feasibility stage. The joint operation will control more than 20,000 hectares of mineral properties, which contain a combined gold mineral reserve and resource estimate of 23.2 million ounces of proven and probable reserves, 26.7 million ounces of measured and indicated resources, and 7.8 million ounces of inferred resources and a combined copper mineral reserve and resource estimate of 5.8 billion pounds of proven and probable reserves, 13 billion pounds of measured and indicated resources, and 2.7 billion pounds of inferred resources (100% basis).

NuevaUnión Project

NuevaUnión (50% owned, Chile) expects the pre-feasibility study to be completed in the first quarter of 2018. There has been considerable progress made to date to combine the Relincho and El Morro projects and consolidate infrastructure, which is expected to result in a more robust combined project with a reduced environmental footprint, substantially reduced capital expenditures and an optimized plan including innovative technologies such as an autonomous mining fleet, low energy consumption process plant design, and hybrid conveyance system. While the pre-feasibility study remains to be finalized, the many

 

GOLDCORP  |   44


(in United States dollars, tabular amounts in millions, except where noted)

 

trade-off studies completed as part of the process have resulted in incorporating several value enhancing opportunities increasing confidence in the overall business case.

Goldcorp envisions a staged and internally financed capital program that would allow a large portion of the capital required to develop and construct future phases to be funded largely from internal cash flows.

2017 MINERAL RESERVES AND MINERAL RESOURCES UPDATE

Goldcorp’s proven and probable gold mineral reserves as of June 30, 2017 totaled 53.5 million ounces compared to 42.3 million ounces as of June 30, 2016, an increase of 26%. The addition of 11.2 million ounces of gold mineral reserves during the period includes 5.6 million ounces converted from successful exploration and mine design optimization, primarily driven by the inaugural gold mineral reserve estimate of 4.7 million ounces at Porcupine’s Century Project. The balance of the increase in mineral reserves came as result of the acquisition of 50% of Cerro Casale net of non-core divestments including Los Filos and Camino Rojo (1) , which resulted in the addition of 8.4 million ounces, partially offset by 2.8 million ounces of depletion.

 

LOGO

Measured and Indicated gold mineral resources remained relatively unchanged after giving effect to the impact of the successful conversion of indicated mineral resources into probable mineral reserves at Century, the addition of 50% of Caspiche and Cerro Casale, which added 13.3 million ounces, mainly offset by the sales of Los Filos and Camino Rojo (1) , which together removed 17.5 million ounces. The sale of Cerro Blanco and San Nicolas also contributed to a reduction in measured and indicated mineral resources of 1.1 million ounces. Inferred mineral resources decreased to 20.0 million ounces from 22.5 million ounces, primarily as a result of the sale of Los Filos.

Mineral reserve estimates were based on a gold price of $1,200 per ounce while mineral resource estimates were based on a gold price of $1,400 per ounce. Gold price assumptions were unchanged from last year’s estimates. Complete mineral reserve and mineral resource information, including tonnes and grades for all metals and details of the assumptions used in the calculations, can be found at www.goldcorp.com.

 

(1)

Goldcorp removed Camino Rojo from its Mineral Reserve and Mineral Resource Estimates as of June 30, 2017 as the sale of Camino Rojo was pending, subject to the satisfaction of customary conditions precedent. The sale subsequently closed in the fourth quarter of 2017.

 

GOLDCORP  |   45


(in United States dollars, tabular amounts in millions, except where noted)

 

NON-GAAP FINANCIAL PERFORMANCE MEASURES

The Company has included certain non-GAAP performance measures throughout this document. These performance measures are employed by the Company to measure its operating and economic performance internally and to assist in business decision-making as well as providing key performance information to senior management. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors and other stakeholders also use this information to evaluate the Company’s operating and financial performance; however, these non-GAAP performance measures do not have any standardized meaning. Accordingly, these performance measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The Company’s primary business is gold production and its future development and current operations focus are on maximizing returns from gold production, with other metal production being incidental to the gold production process. As a result, where applicable, the Company’s non-GAAP performance measures are disclosed on a per gold ounce basis.

The Company calculates its non-GAAP performance measures on an attributable basis. Attributable performance measures include the Company’s mining operations and projects, and the Company’s share of Pueblo Viejo, Alumbrera, Leagold and NuevaUnión. The inclusion of NuevaUnión in the Company’s non-GAAP performance measures primarily impacts the Company’s adjusted operating cash flow metric at this time as it is a development stage project. The Company believes that disclosing certain performance measures on an attributable basis provides useful information about the Company’s operating and financial performance, and reflects the Company’s view of its core mining operations.

Non-GAAP Measure - Total Cash Costs: by-product

Total cash costs: by-product incorporate Goldcorp’s share of all production costs, including adjustments to inventory carrying values, adjusted for changes in estimates in reclamation and closure costs at the Company’s closed mines which are non-cash in nature, and include Goldcorp’s share of by-product silver, lead, zinc and copper credits, and treatment and refining charges included within revenue. Additionally, cash costs are adjusted for realized gains and losses arising on the Company’s commodity and foreign currency contracts which the Company enters into to mitigate its exposure to fluctuations in by-product metal prices, heating oil prices and foreign exchange rates, which may impact the Company’s operating costs.

In addition to conventional measures, the Company assesses this per ounce measure in a manner that isolates the impacts of gold production volumes, the by-product credits, and operating costs fluctuations such that the non-controllable and controllable variability is independently addressed. The Company uses total cash costs: by-product per gold ounce to monitor its operating performance internally, including operating cash costs, as well as in its assessment of potential development projects and acquisition targets. The Company believes this measure provides investors and analysts with useful information about the Company’s underlying cash costs of operations and the impact of by-product credits on the Company’s cost structure and is a relevant metric used to understand the Company’s operating profitability and ability to generate cash flow. When deriving the production costs associated with an ounce of gold, the Company includes by-product credits as the Company considers that the cost to produce the gold is reduced as a result of the by-product sales incidental to the gold production process, thereby allowing the Company’s management and other stakeholders to assess the net costs of gold production.

The Company reports total cash costs: by-product on a gold ounces sold basis. In the gold mining industry, this is a common performance measure but does not have any standardized meaning. The Company follows the recommendations of the Gold Institute Production Cost Standard. The Gold Institute, which ceased operations in 2002, was a non-regulatory body and represented a global group of producers of gold and gold products. The production cost standard developed by the Gold Institute remains the generally accepted standard of reporting cash costs of production by gold mining companies.

The Company also reports total cash costs: co-product as a secondary metric to provide further information to the Company’s stakeholders. Total cash costs: co-product, per gold ounce, are calculated by allocating Goldcorp‘s share of production costs to each co-product based on the ratio of actual sales volumes multiplied by budget metal prices, as compared to realized sales prices. The Company uses budget prices to eliminate price volatility and improve co-product cash cost reporting comparability between periods. The budget metal prices used in the calculation of total cash costs: co-product were as follows:

 

                                                                                   
      2017      2016      2015  

Gold (per ounce)

   $ 1,250      $ 1,100      $ 1,200  

Silver (per ounce)

   $ 19      $ 15      $ 18  

Copper (per pound)

   $ 2.25      $ 2.53      $ 3.00  

Lead (per pound)

   $ 0.89      $ 0.80      $ 0.95  

Zinc (per pound)

   $ 1.00      $ 0.80      $ 1.00  

 

GOLDCORP  |   46


(in United States dollars, tabular amounts in millions, except where noted)

 

The following tables provide a reconciliation of total cash costs: by-product per ounce to the consolidated financial statements:

Year ended December 31, 2017:

 

                                                                                                                                                                              
     

Production

Costs (1)

    By-Product
Credits
    Treatment and
Refining
Charges on
Concentrate
Sales
    Other    

Total Cash
Costs: by-

product

    Ounces
(thousands)
   

Total Cash
Costs: by-

product per
ounce (2), (3)

 

Peñasquito

   $ 751     $ (929   $ 132     $ (4   $ (50     472     $ (106

Cerro Negro

     258       (58                 200       436       457  

Pueblo Viejo

     199       (28                 171       429       400  

Red Lake

     180                         180       208       866  

Éléonore

     251                         251       299       841  

Porcupine

     209       (1           (5     203       270       754  

Musselwhite

     144                         144       232       620  

Other mines

     282       (131     10       5       166       188       883  

Corporate

     (3                 3                    

TOTAL - Attributable basis

   $ 2,271     $ (1,147   $ 142     $ (1   $ 1,265       2,534     $ 499  

Less associates and joint

ventures

     (382     124       (10     (6     (274     (532     (516

Total - Consolidated

   $ 1,889     $ (1,023   $ 132     $ (7   $ 991       2,002     $ 495  

 

Year ended December 31, 2016:

 

              
     

Production

Costs (1)

    By-Product
Credits
    Treatment and
Refining
Charges on
Concentrate
Sales
    Other    

Total Cash
Costs: by-

product

    Ounces
(thousands)
   

Total Cash
Costs: by-

product per
ounce (2), (3)

 

Peñasquito

   $ 698     $ (604   $ 123     $     $ 217       449     $ 483  

Cerro Negro

     249       (56                 193       382       505  

Pueblo Viejo

     185       (25                 160       467       343  

Red Lake

     179       (1     2       2       182       313       582  

Éléonore

     243                         243       278       875  

Porcupine

     189                         189       275       688  

Musselwhite

     140                         140       260       538  

Other mines

     599       (257     21       (44     319       445       716  

Corporate

     (46                 46                    

TOTAL - Attributable basis

   $ 2,436     $ (943   $ 146     $ 4     $ 1,643       2,869     $ 573  

Less associates and joint

ventures

     (370     184       (21           (207     (561     (371

Total - Consolidated

   $ 2,066     $ (759   $ 125     $ 4     $ 1,436       2,308     $ 622  

 

GOLDCORP  |   47


(in United States dollars, tabular amounts in millions, except where noted)

 

Three months ended December 31, 2017:

 

     

Production

Costs (1)

    By-Product
Credits
    Treatment and
Refining
Charges on
Concentrate
Sales
         Other         

Total Cash
Costs: by-

product

    Ounces
(thousands)
   

Total Cash
Costs: by-

product per
ounce (2), (3)

 

Peñasquito

   $ 187     $ (251   $ 25     $ (4   $ (43     68     $ (629

Cerro Negro

     64       (17                 47       123       381  

Pueblo Viejo

     55       (6                 49       125       390  

Red Lake

     48                         48       58       833  

Éléonore

     70                         70       85       828  

Porcupine

     54                   (3     51       78       661  

Musselwhite

     35                         35       64       535  

Other mines

     33       (22     2       23       36       32       1,094  

Corporate

     (3                 3                    

TOTAL - Attributable basis

   $ 543     $ (296   $ 27     $ 19     $ 293       633     $ 462  

Less associates and joint ventures

     (89     28       (2     (21     (84     (157     (534

Total - Consolidated

   $ 454     $ (268   $ 25     $ (2   $ 209       476     $ 438  

 

Three months ended December 31, 2016:

 

              
     

Production

Costs (1)

    By-Product
Credits
    Treatment and
Refining
Charges on
Concentrate
Sales
    Other    

Total Cash
Costs: by-

product

    Ounces
(thousands)
   

Total Cash
Costs: by-

product per
ounce (2), (3)

 

Peñasquito

   $ 182     $ (180   $ 36     $     $ 38       185     $ 205  

Cerro Negro

     64       (9                 55       70       778  

Pueblo Viejo

     35       (8                 27       132       202  

Red Lake

     43       (1     2       2       46       76       608  

Éléonore

     66                         66       69       965  

Porcupine

     46                         46       63       733  

Musselwhite

     38                         38       74       511  

Other mines

     174       (83     7       (44     54       99       544  

Corporate

     (46                 46                    

TOTAL - Attributable basis

   $ 602     $ (281   $ 45     $ 4     $ 370       768     $ 481  

Less associates and joint ventures

     (86     66       (7           (27     (159     (177

Total - Consolidated

   $ 516     $ (215   $ 38     $ 4     $ 343       609     $ 561  

 

  (1)

$18 million and $78 million in royalties are included in production costs for the three months and year ended December 31, 2017, respectively (three months and year ended December 31, 2016– $20 million and $69 million, respectively).

 

  (2)

Total cash costs: by-product per ounce may not calculate based on amounts presented in these tables due to rounding.

 

  (3)

If silver, lead, zinc and copper for Peñasquito, silver for Marlin, silver and copper for Pueblo Viejo, and copper for Alumbrera were treated as co-products, Goldcorp’s share of total cash costs: co-product for the three months and year ended December 31, 2017, would be $627 and $660 per ounce of gold, $9.98 and $9.19 per ounce of silver, $2.67 and $2.30 per pound of copper, $0.78 and $0.71 per pound of zinc, and $0.76 and $0.79 per pound of lead, respectively (three months and year ended December 31, 2016 – $619 and $649 per ounce of gold, $8.73 and $10.17 per ounce of silver, $1.81 and $1.96 per pound of copper, $0.67 and $0.79 per pound of zinc, and $0.69 and $0.87 per pound of lead, respectively).

 

GOLDCORP  |   48


(in United States dollars, tabular amounts in millions, except where noted)

 

NON-GAAP MEASURE – AISC

AISC include total production cash costs incurred at the Company’s mining operations, which forms the basis of the Company’s by-product cash costs. Additionally, the Company includes sustaining capital expenditures, corporate administrative expense, mine-site exploration and evaluation costs, and reclamation cost accretion and amortization. The measure seeks to reflect the full cost of gold production from current operations, therefore expansionary capital and non-sustaining expenditures are excluded. Certain other cash expenditures, including tax payments, dividends and financing costs are also excluded.

The Company believes that this measure represents the total costs of producing gold from current operations, and provides the Company and other stakeholders of the Company with additional information of the Company’s operational performance and ability to generate cash flows. AISC, as a key performance measure, allows the Company to assess its ability to support capital expenditures and to sustain future production from the generation of operating cash flows. This information provides management with the ability to more actively manage capital programs and to make more prudent capital investment decisions.

The Company reports AISC on a gold ounces sold basis. This performance measure was adopted as a result of an initiative undertaken within the gold mining industry; however, this performance measure has no standardized meaning and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The Company follows the guidance note released by the World Gold Council, which became effective January 1, 2014. The World Gold Council is a non-regulatory market development organization for the gold industry whose members comprise global senior gold mining companies.

As described above, AISC include total production cash costs incurred at the Company’s mining operations, which forms the basis of the Company’s cash costs: by-product and which are reconciled to reported production costs in the tables above. The following tables provide a reconciliation of AISC per ounce to the consolidated financial statements:

Year ended December 31, 2017:

 

     

Total cash
costs: by-

product

    Corporate
Administration
     Exploration
and
evaluation
costs
     Reclamation
cost
accretion
and
amortization
    Sustaining
capital
expenditures
    Total AISC     Ounces
(thousands)
    Total AISC
per ounce  (1)
 

Peñasquito

   $ (50   $      $ 3      $ 9     $ 213     $ 175       472     $ 370  

Cerro Negro

     200              12        8       79       299       436       684  

Pueblo Viejo

     171                     4       46       221       429       517  

Red Lake

     180              5        1       60       246       208       1,181  

Éléonore

     251              3        2       71       327       299       1,095  

Porcupine

     203              3        11       47       264       270       979  

Musselwhite

     144              8        2       26       180       232       774  

Other mines

     166              1        13       5       185       188       983  

Corporate (2)

           158        3              29       190             75  

TOTAL - Attributable basis

   $ 1,265     $ 158      $ 38      $ 50     $ 576     $ 2,087       2,534     $ 824  

Less associates and joint ventures

     (274                   (15     (49     (338     (532     (637

Total - Consolidated

   $ 991     $ 158      $ 38      $ 35     $ 527     $ 1,749       2,002     $ 873  

 

GOLDCORP  |   49


(in United States dollars, tabular amounts in millions, except where noted)

 

Year ended December 31, 2016:

 

     

Total cash
costs: by-

product

    Corporate
Administration
     Exploration
and
evaluation
costs
     Reclamation
cost
accretion and
amortization
    Sustaining
capital
expenditures
    Total AISC     Ounces
(thousands)
    Total AISC
per ounce  (1)
 

Peñasquito

   $ 217     $      $ 2      $ 6     $ 195     $ 420       449     $ 937  

Cerro Negro

     193              1        7       68       269       382       705  

Pueblo Viejo

     160                     4       40       204       467       439  

Red Lake

     182              11        2       78       273       313       872  

Éléonore

     243                     2       28       273       278       981  

Porcupine

     189              2        9       46       246       275       898  

Musselwhite

     140              5        3       29       177       260       678  

Other mines

     319              9        24       27       379       445       848  

Corporate (2)

           187        2              26       215             75  

TOTAL - Attributable basis

   $ 1,643     $ 187      $ 32      $ 57     $ 537     $ 2,456       2,869     $ 856  

Less associates and joint ventures

     (207                   (12     (41     (260     (561     (466

Total - Consolidated

   $ 1,436     $ 187      $ 32      $ 45     $ 496     $ 2,196       2,308     $ 951  

 

Three months ended December 31, 2017:

 

 

     

Total cash
costs: by-

product

    Corporate
Administration
     Exploration
and
evaluation
costs
     Reclamation
cost
accretion
and
amortization
    Sustaining
capital
expenditures
    Total AISC     Ounces
(thousands)
    Total AISC
per ounce  (1)
 

Peñasquito

   $ (43   $      $ 1      $ 3     $ 78     $ 39       68     $ 571  

Cerro Negro

     47              5        2       29       83       123       672  

Pueblo Viejo

     49                           12       61       125       496  

Red Lake

     48              3              14       65       58       1,116  

Éléonore

     70                     1       17       88       85       1,043  

Porcupine

     51              1        3       14       69       78       900  

Musselwhite

     35              2              11       48       64       735  

Other mines

     36                     2       2       40       32       1,213  

Corporate (2)

           46        1              10       57             91  

TOTAL - Attributable basis

   $ 293     $ 46      $ 13      $ 11     $ 187     $ 550       633     $ 870  

Less associates and joint ventures

     (84                   (2     (14     (100     (157     (641

Total - Consolidated

   $ 209     $ 46      $ 13      $ 9     $ 173     $ 450       476     $ 945  

 

GOLDCORP  |   50


(in United States dollars, tabular amounts in millions, except where noted)

 

Three months ended December 31, 2016:

 

     

Total cash
costs: by

-product

    Corporate
Administration
     Exploration
and
evaluation
costs
     Reclamation
cost
accretion
and
amortization
    Sustaining
capital
expenditures
    Total AISC     Ounces
(thousands)
    Total AISC
per ounce  (1)
 

Peñasquito

   $ 38     $      $      $ 2     $ 49     $ 89       185     $ 487  

Cerro Negro

     55              1        1       15       72       70       1,024  

Pueblo Viejo

     27                     1       12       40       132       311  

Red Lake

     46              2              22       70       76       932  

Éléonore

     66                     1       8       75       69       1,075  

Porcupine

     46                           15       61       63       985  

Musselwhite

     38              1        1       12       52       74       696  

Other mines

     54              3        6       6       69       99       677  

Corporate (2)

           38        1              6       45             59  

TOTAL - Attributable basis

   $ 370     $ 38      $ 8      $ 12     $ 145     $ 573       768     $ 747  

Less associates and joint ventures

     (27                   (3     (13     (43     (159     (282

Total - Consolidated

   $ 343     $ 38      $ 8      $ 9     $ 132     $ 530       609     $ 869  

 

  (1)

AISC may not calculate based on amounts presented in these tables due to rounding.

 

  (2)

AISC for Corporate is calculated using total corporate expenditures and the Company’s attributable gold sales ounces.

Sustaining capital expenditures are defined as those expenditures which do not increase annual gold ounce production at a mine site and excludes all expenditures at the Company’s projects and certain expenditures at the Company’s operating sites which are deemed expansionary in nature. Sustaining capital expenditures can include, but are not limited to, capitalized stripping costs at open pit mines, underground mine development, mining and milling equipment and tailings dam raises. The following table reconciles sustaining capital expenditures to the Company’s total capital expenditures for continuing operations:

 

                                                                           
     

Three months ended

December 31

    

Year ended

December 31

 
      2017      2016      2017      2016  

Expenditures on mining interests per consolidated financial statements

   $ 409      $ 203      $ 1,075      $ 696  

Payment of finance lease obligations per consolidated financial statements

     1        1        6        5  

Expenditures on mining interests by Pueblo Viejo, Alumbrera, Leagold and NuevaUnión (1)

     10        13        49        43  

Goldcorp’s share of expenditures on mining interests and deposits

   $ 420      $ 217      $ 1,130      $ 744  

Sustaining capital expenditures

   $ 187      $ 145      $ 576      $ 537  

Expansionary capital expenditures

     233        72        554        207  
     $ 420      $ 217      $ 1,130      $ 744  

 

  (1)

Expenditures on mining interests by Pueblo Viejo, Alumbrera, Leagold and NuevaUnión represent mining interest expenditures, net of additional funding investments, which are included in expenditures on mining interests per the consolidated financial statements.

 

GOLDCORP  |   51


(in United States dollars, tabular amounts in millions, except where noted)

 

The following table provides a reconciliation of exploration, evaluation and project costs in the consolidated financial statements to exploration and evaluation costs included in the calculation of Goldcorp’s AISC:

 

                                                                                       
     

Three months ended

December 31

   

Year ended

December 31

 
      2017     2016     2017     2016  

Exploration, evaluation and project costs per the consolidated financial statements

   $ 22     $ 10     $ 62     $ 34  

Project exploration costs

           (2     (3     (2

Non-sustaining project costs

     (9           (21      

Exploration, evaluation and project costs per AISC

   $ 13     $ 8     $ 38     $ 32  

Non-GAAP Measure - Adjusted Operating Cash Flows

Adjusted operating cash flows comprises Goldcorp’s share of operating cash flows before working capital changes, calculated on an attributable basis to include the Company’s share of Pueblo Viejo, Alumbrera, Leagold and NuevaUnión’s operating cash flows before working capital changes. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the Company’s performance and ability to operate without reliance on additional external funding or use of available cash.

Prior to April 1, 2017, adjusted operating cash flows was presented on an attributable basis using operating cash flows as shown on the Company’s statement of cash flows. In the second quarter of 2017, the Company revised its presentation of adjusted operating cash flows to present it on an attributable basis before working capital changes. The Company believes that this measure provides a better measure of the Company’s performance of its core business operations as the Company can experience changes in working capital from one period to another which, at times, are not indicative of the performance of the Company’s business operations.

The following table provides a reconciliation of net cash provided by operating activities in the consolidated financial statements to Goldcorp’s share of adjusted operating cash flows:

 

                                                                                       
     

Three months ended

December 31

   

Year ended

December 31

 
      2017     2016     2017     2016  

Net cash provided by operating activities of continuing operations

   $ 511     $ 239     $ 1,211     $ 799  

Change in working capital

     (188     (23     (145     126  

Adjusted operating cash flows provided by Pueblo Viejo, Alumbrera, Leagold and NuevaUnión

     78       90       278       316  

Goldcorp’s share of adjusted operating cash flows

   $ 401     $ 306     $ 1,344     $ 1,241  

 

GOLDCORP  |   52


(in United States dollars, tabular amounts in millions, except where noted)

 

Non-GAAP Measure - EBITDA and Adjusted EBITDA

Earnings before interest, taxes and depreciation and amortization (“EBITDA”) is a non-GAAP financial measure which excludes the following items from net earnings:

 

   

income tax expense;

   

finance costs;

   

finance income; and

   

depreciation and depletion.

Adjusted EBITDA removes the impact of impairments or reversals of impairment and other non-cash expenses or recoveries and is calculated on an attributable basis to include the Company’s share of Pueblo Viejo, Alumbrera, Leagold and NuevaUnión’s earnings before interest, taxes and depreciation and depletion. The non-cash expenses and recoveries are removed from the calculation of EBITDA as the Company does not believe they are reflective of the Company’s ability to generate liquidity and its core operating results.

The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use EBITDA and Adjusted EBITDA as an indicator of the Company’s ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations and fund capital expenditures. EBITDA is also frequently used by investors and analysts for valuation purposes whereby EBITDA is multiplied by a factor or “EBITDA multiple” that is based on an observed or inferred relationship between EBITDA and market values to determine the approximate total enterprise value of a company.

EBITDA and Adjusted EBITDA are intended to provide additional information to investors and analysts and do not have any standardized definition under IFRS, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. EBITDA and Adjusted EBITDA exclude the impact of cash costs of financing activities and taxes, and the effects of changes in operating working capital balances, and therefore are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate EBITDA and Adjusted EBITDA differently.

The following table provides a reconciliation of net earnings in the consolidated financial statements to EBITDA and Adjusted EBITDA:

 

GOLDCORP  |   53


(in United States dollars, tabular amounts in millions, except where noted)

 

      Year ended
December 31
    Three
months
ended
December 31
    Three months
ended
September 30
    Three months
ended
June 30
   

Three

months
ended
March 31

 
      2017     2016     2015     2017     2016     2017     2016     2017     2016     2017     2016  

Net earnings

   $ 658     $ 162     $ (4,157   $ 242     $ 101     $ 111     $ 59     $ 135     $ (78   $ 170     $ 80  

Net loss (income) from discontinued operations

                 (46                                                

Income tax expense (recovery)

     (465     60       (485     (341     38       (19     30       (57     32       (48     (40

Depreciation and depletion

     990       1,024       1,493       255       254       250       267       239       232       246       271  

Finance income

     (39     (49     (39     (10     (11     (10     (12     (9     (14     (10     (12

Finance costs

     133       137       135       29       34       31       34       37       35       36       34  

EBITDA

   $ 1,277     $ 1,334     $ (3,099   $ 175     $ 416     $ 363     $ 378     $ 345     $ 207     $ 394     $ 333  

Share of net earnings related to associates and joint venture

     (189     (171     1       (61     (60     (27     (47     (41     (28     (60     (36

Associates and joint venture EBITDA

     387       493       292       127       161       59       147       114       86       87       99  

Impairment (reversal of impairment) of mining interests, net

     244       (49     4,906       247       (49                             (3  

(Gain) loss on disposition of mining interests and associate, net

     (42           (414     (48                       6                    

Non-cash share-based compensation

     30       52       54       8       9       5       13       8       4       9       26  

Adjusted EBITDA

   $ 1,707     $ 1,659     $ 1,740     $ 448     $ 477     $ 400     $ 491     $ 432     $ 269     $ 427     $ 422  

The following table provides a reconciliation of net cash provided by operating activities in the consolidated financial statements to EBITDA and Adjusted EBITDA:

 

      Year ended
December 31
    Three months
ended
December 31
    Three months
ended
September 30
    Three months
ended
June 30
    Three months
ended
March 31
 
      2017     2016     2015     2017     2016     2017     2016     2017     2016     2017     2016  

Net cash provided by operating activities

   $ 1,211     $ 799     $ 1,423     $ 511     $ 239     $ 315     $ 267     $ 158     $ 234     $ 227     $ 59  

Current income tax recovery (expense)

     196       125       306       9       48       70       4       47       39       70       34  

Share of net earnings related to associates and joint venture

     189       171       (1     61       60       27       47       41       28       60       36  

(Impairment) reversal of impairment of mining interests, net

     (244     49       (4,906     (247     49                               3        

(Decrease) increase in working capital

     (145     126       (158     (188     (23     (57     32       77       (89     23       206  

Finance costs

     133       137       135       29       34       31       34       37       35       36       34  

Finance income

     (39     (49     (39     (10     (11     (10     (12     (9     (14     (10     (12

Gain (loss) on disposition of mining interests and associate

     42             414       48                         (6                  

Other non-cash adjustments

     (66     (24     (273     (38     20       (13     6             (26     (15     (24

EBITDA

   $ 1,277     $ 1,334     $ (3,099   $ 175     $ 416     $ 363     $ 378     $ 345     $ 207     $ 394     $ 333  

 

GOLDCORP  |   54


(in United States dollars, tabular amounts in millions, except where noted)

 

Share of net earnings related to associates and joint venture

     (189     (171     1       (61     (60     (27     (47     (41     (28     (60     (36

Associates and joint venture EBITDA

     387       493       292       127       161       59       147       114       86       87       99  

Impairment (reversal of impairment) of mining interests, net

     244       (49     4,906       247       (49                             (3  

Gain (loss) on disposition of mining interest and associate, net of transaction costs

     (42           (414     (48                       6                    

Non-cash share-based compensation

     30       52       54       8       9       5       13       8       4       9       26  

Adjusted EBITDA

   $ 1,707     $ 1,659     $ 1,740     $ 448     $ 477     $ 400     $ 491     $ 432     $ 269     $ 427     $ 422  

 

GOLDCORP  |   55


(in United States dollars, tabular amounts in millions, except where noted)

 

Non-GAAP Measure - Adjusted Net Debt

Adjusted net debt is comprised of Goldcorp’s short-term and long-term debt less cash and cash equivalents and short term investments, calculated on an attributable basis to include the Company’s share of Pueblo Viejo, Alumbrera, Leagold and NuevaUnión’s net debt. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, the Company and certain investors use this information to evaluate the Company’s financial position and its ability to take on new debt in the future to expand operations, purchase new assets or withstand adverse economic conditions.

The following table provides a reconciliation of short and long-term debt to adjusted net debt:

 

                              December  31
2017
                    December 31
2016
 

Current portion of long-term debt

   $ 499     $  

Long-term debt

     1,984       2,510  

Cash and cash equivalents

     (186     (157

Short term investments

     (48     (43

Net Debt

     2,249       2,310  

Debt of associates and joint venture

     22       160  

Cash and short term investments of associates and joint venture

     (163     (254

Adjusted Net Debt

   $ 2,108     $ 2,216  

RISKS AND UNCERTAINTIES

Financial Instruments Risk Exposure

The Company manages its exposure to financial risks, including credit risk, liquidity risk, currency risk, interest rate risk and price risk, in accordance with its Financial Risk Management Policy. The Company’s Board of Directors oversees management’s risk management practices by setting trading parameters and reporting requirements. The Financial Risk Management Policy provides a framework for the Company to manage the risks it is exposed to in various markets and to protect itself against adverse price movements. All transactions undertaken are to support the Company’s ongoing business. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes.

The following describes the types of risks that the Company is exposed to, and its objectives and policies for managing those risk exposures:

 

(i)

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. Credit risk is primarily associated with trade receivables; however, it also arises on cash and cash equivalents, short term investments, derivative assets, other receivables and accrued interest receivable. To mitigate exposure to credit risk on financial assets, the Company has established policies to limit the concentration of credit risk, to ensure counterparties demonstrate minimum acceptable credit worthiness and to ensure liquidity of available funds.

The Company closely monitors its financial assets and does not have any significant concentration of credit risk. The Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings. The historical level of customer defaults has been negligible and, as a result, the credit risk associated with trade receivables at December 31, 2017 is considered to be negligible. The Company invests its cash and cash equivalents and short term investments in highly-rated corporations and government issuances in accordance with its Short-term Investment Policy and the credit risk associated with its investments is considered to be low. Foreign currency and commodity contracts are entered into with large international financial institutions with strong credit ratings.

 

GOLDCORP  |   56


(in United States dollars, tabular amounts in millions, except where noted)

 

The Company’s maximum exposure to credit risk was as follows:

 

     

At December 31

2017

     At December 31
2016
 

Cash and cash equivalents

   $ 186      $ 157  

Short term investments

     48        43  

Accounts receivable arising from sales of metal concentrates

     110        77  

Other current and non-current financial assets

     29        8  

Current and non-current derivative asset

     3        7  

Accrued interest receivable

     4        31  
     $ 380      $ 323  

 

(ii)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company has in place a rigorous planning, budgeting and forecasting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis, its expansionary plans and its dividend distributions. The Company ensures that sufficient committed loan facilities exist to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents.

During the year ended December 31, 2017, the Company generated cash flows from operations, one of the Company’s main sources of liquidity, of $1,211 million (year ended December 31, 2016 – $799 million). At December 31, 2017, Goldcorp held cash and cash equivalents of $186 million (December 31, 2016 – $157 million) and short-term investments of $48 million (December 31, 2016 – $43 million). At December 31, 2017 , the Company’s working capital, defined as current assets less current liabilities, was negative $112 million (December 31, 2016 – positive $791 million), which was primarily due to the Company’s $499 million of long term debt becoming current at December 31, 2017. The Company intends to repay the debt using cash flow from operations, draws on its credit facility and/or other short-term bank facilities in March 2018. At December 31, 2016, $430 million of the total working capital was comprised of the Company’s net assets held for sale.

In 2017, the Company extended the term of its $3.0 billion revolving credit facility to June 22, 2022. At December 31, 2017, the balance outstanding on the revolving credit facility was $nil million (December 31, 2016 – $30 million) with $3.0 billion available for the Company’s use (December 31, 2016 – $2.97 billion). Certain of the Company’s borrowings are subject to various financial and general covenants with which the Company was in compliance at December 31, 2017.

At December 31, 2017, the Company had letters of credit outstanding in the amount of $420 million (December 31, 2016 – $423 million) of which $323 million (December 31, 2016 – $303 million) represented guarantees for reclamation obligations. The Company’s capital commitments for the next twelve months amounted to $364 million at December 31, 2017, including the Company’s funding obligation for the Norte Abierto project for the next twelve months. During 2017, the Company entered into an agreement with a vendor to construct the Coffee project and potentially manage its initial two years of operation. The expected total capital and operating expenditures under the agreement are $298 million and $397 million, respectively, with the majority of the amount to be spent evenly throughout 2019 to 2023. The Company can terminate the contract at any time without penalty with no further obligations other than payment for work completed to the date of any contract termination.

 

(iii)

Market risk

Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations may affect the costs that the Company incurs in its operations. Gold, silver, copper, lead and zinc are sold in US dollars and the Company’s costs are incurred principally in US dollars, Canadian dollars, Mexican pesos and Argentinean pesos. The appreciation or depreciation of non-US dollar currencies against the US dollar can increase or decrease the cost of metal production and capital expenditures in US dollar terms. The Company also holds cash and cash equivalents that are denominated in non-US dollar currencies which are subject to currency risk. Accounts receivable and other current and non-current assets denominated in non-US dollar currencies relate to goods and services taxes, income taxes, value-added taxes and insurance receivables. The Company is further exposed to currency risk through non-monetary assets and liabilities and tax bases of assets, liabilities and losses of entities whose taxable profit or tax

 

GOLDCORP  |   57


(in United States dollars, tabular amounts in millions, except where noted)

 

loss are denominated in non-US currencies. Changes in exchange rates give rise to temporary differences resulting in a deferred tax liability or asset with the resulting deferred tax charged or credited to income tax expense.

During the year ended December 31, 2016, and in accordance with its Financial Risk Management Policy, the Company entered into Mexican peso forward contracts to purchase the foreign currency at pre-determined US dollar amounts. The Company hedges a portion of its future forecasted Mexican Pesos denominated operating and capital expenditures to reduce the currency risk exposure to the Mexican Peso.

As of December 31, 2017, the Company was exposed to currency risk through the following financial assets and liabilities, income and other taxes receivables (payables) and deferred income tax assets and liabilities denominated in foreign currencies:

 

                                                                                                                                                                       
    Financial asset and liabilities                    

  At December 31,

  2017

  Cash and
cash
equivalents
    Accounts
receivable
and other
current and
non-current
assets
    Accounts
payable and
accrued
liabilities  and
non-current
liabilities
    Sales and
indirect taxes
recoverable
    Income taxes
receivable
(payable),
current and
non-current
    Deferred
income tax
liabilities
 

Canadian dollar

  $ 5     $ 10     $ (231   $ 24     $ 35     $ (270
 

Mexican peso

    3       18       (112     174       (203     (2,273
 

Argentine peso

    14             (57     80       1       (396
    $ 22     $ 28     $ (400   $ 278     $ (167   $ (2,939

At December 31, 2016

                                               

Canadian dollar

  $     $ 9     $ (217   $ 17     $ 4     $ (708
 

Mexican peso

    11             (88     146       (127     (2,354
 

Argentine peso

    1             (41     200       (2     (558
    $ 12     $ 9     $ (346   $ 363     $ (125   $ (3,620

During the year ended December 31, 2017, the Company recognized a net foreign exchange loss of $23 million (year ended December 31, 2016 – $68 million), and a net foreign exchange gain of $9 million in income tax expense on income taxes receivable (payable) and deferred income taxes (year ended December 31, 2016 – loss of $162 million). Based on the Company’s net foreign currency exposures at December 31, 2017, depreciation or appreciation of applicable foreign currencies against the US dollar would have resulted in the following decrease or increase in the Company’s net earnings:

 

                                                                                                     
At December 31, 2017    Possible exposure  (1)   Impact on earnings
excluding currency
exposure related to taxes
     Impact on earnings from
foreign exchange
exposure related to taxes
 

Canadian dollar

   10%   $ 14      $ 145  
       

Mexican peso

   20%     15        82  
       

Argentine peso

   15%     5        75  

(1) Calculated based on fluctuations of foreign exchange rates during the twelve months ended December 31, 2017.

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company’s financial instruments will fluctuate because of changes in market interest rates. The Company is exposed to interest rate cash flow risk primarily on its outstanding debt subject to floating rates of interest, its shareholder loan related to Pueblo Viejo, its cash and cash equivalents, and interest-bearing receivables. The Company is exposed to interest rate fair value risk primarily on its debt subject to fixed rates of interest. The Company monitors its exposure to interest rates and is comfortable with its exposures given its mix of fixed-and floating-rate debt, with 100% of total debt at December 31, 2017 subject to fixed rates, and the relatively low rate on its US dollar debt which comprised 100% of total debt at December 31, 2017. The weighted-average interest rate paid by the Company

 

GOLDCORP  |   58


(in United States dollars, tabular amounts in millions, except where noted)

 

during the year ended December 31, 2017 on its revolving credit facility subject to floating rates of interest was 3.0% (2016 – 2.0%). The average interest rate earned by the Company during the year ended December 31, 2017 on its cash and cash equivalents was 0.72% (2016 – 0.14%).

A 10% increase or decrease in the interest earned from financial institutions on deposits held would result in a nominal increase or decrease in the Company’s net earnings. There was no significant change in the Company’s exposure to interest rate risk during the year ended December 31, 2017.

Price risk

Price risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices. There was no significant change to the Company’s exposure to price risk during the year ended December 31, 2017.

The Company has a policy not to hedge gold sales. In accordance with the Company’s Financial Risk Management Policy, the Company may hedge up to 50%, 30%, and 10% of its by-product base metal sales volume over the next 12 months, subsequent 13 to 24 months, and subsequent 25 to 36 months, respectively, to manage its exposure to fluctuations in base metal prices. At December 31, 2017, the Company had hedged approximately 7% and 6%, respectively, of its forecast zinc and lead sales from January 1, 2018 to December 31, 2018. These contracts are not designated as hedges for accounting purposes. Subsequent to December 31, 2017, the Company hedged an additional 20% and 10%, respectively, of its forecast zinc and lead sales for the next 12 months. These contracts have been designated as hedges for accounting purposes.

The Company holds certain investments in available-for-sale equity securities which are measured at fair value, being the closing share price of each equity security, at the balance sheet date. The Company is exposed to changes in share prices which would result in gains and losses being recognized in other comprehensive income.

Other Risks and Uncertainties

This section describes the principal risk and uncertainties that could have an adverse effect on the Company’s business and financial results.

Commodity Prices

The majority of the Company’s revenues are derived from the sale of gold and silver, and to a lesser extent, copper, lead and zinc. The price of the Company’s Common Shares, its financial results and exploration, and its development and mining activities in the future may be materially adversely affected by declines in the price of gold, silver, copper, lead and zinc. Gold, silver, copper, lead and zinc prices fluctuate widely and are affected by numerous factors beyond the Company’s control, such as the sale or purchase of metals by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major metals-producing and metals-consuming countries throughout the world. The prices of gold, silver, copper, lead and zinc fluctuate widely, and future price declines could cause continued development of, and commercial production from, our properties to be uneconomic. Depending on the price of gold, silver, copper, lead and zinc, cash flow from mining operations may not be sufficient and the Company could be forced to discontinue production at, may lose its interest in, or may be forced to sell, some of its properties. Future production from the Company’s mining properties is dependent on the price of gold, silver, copper, lead and zinc that are adequate to make these properties economically viable.

Estimates of Future Production

The Company prepares estimates and projections of its future production. Any such information is forward-looking and no assurance can be given that such estimates will be achieved. These estimates are based on existing mine plans and other assumptions that change from time to time, including the availability, accessibility, sufficiency and quality of ore, the Company’s costs of production, its ability to sustain and increase production levels, the sufficiency of its infrastructure, the performance of its workforce and equipment, the ability to maintain and obtain mining interests and permits and the Company’s compliance with existing and future laws and regulations. The Company’s actual production may vary from estimates for a variety of reasons, including: actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors relating to the ore reserves, such as the need for sequential development of orebodies and the processing of new or different ore grades; revisions to mine plans; unusual or unexpected orebody formations; risks and hazards associated with mining; natural phenomena, such as inclement weather conditions, water availability, floods, and earthquakes; and unexpected labor shortages, strikes, local community opposition or blockades. Failure to achieve the estimated forecasts could have an adverse impact on the Company’s future cash flows, business, results of operations and financial condition.

 

GOLDCORP  |   59


(in United States dollars, tabular amounts in millions, except where noted)

 

Foreign Operations

The majority of the Company’s foreign operations are conducted in Mexico, Argentina, the Dominican Republic and Chile, and as such the Company’s operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to, terrorism; hostage taking; military repression; expropriation; extreme fluctuations in currency exchange rates; high rates of inflation; labour unrest; the risks of war, civil unrest or protests; renegotiation or nullification of existing concessions, licenses, permits and contracts; ability of governments to unilaterally alter agreements; government imposed supply laws, including laws establishing, among other things, profit margins, production quotas, maximum and minimum price levels and the ability to confiscate merchandise in certain circumstances; surface land access issues; illegal mining; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

In addition, adverse changes in mining or investment policies or shifts in political attitude in Mexico, Argentina, the Dominican Republic and Chile may adversely affect the Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, import restrictions, such as restrictions applicable to, among other things, equipment, services and supplies, currency remittance, income taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, surface land access, land claims of local people, water use and mine safety.

Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, environmental requirements, land and water use, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests. The occurrence of these various factors and uncertainties related to the economic and political risks of operating in foreign jurisdictions cannot be accurately predicted and could have a material adverse effect on the Company’s operations or profitability.

Government Regulation

The Company’s mining, processing, development and mineral exploration activities are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of mining and milling or more stringent implementation thereof could have a material adverse impact on the operations and financial position of the Company. Changes to laws regarding mining royalties or taxes, or other elements of a country’s fiscal regime, may also adversely affect the Company’s costs of operations and financial results.

In addition, governments continue to struggle with deficits and concerns over the effects of depressed economies, which has resulted in the mining and metals sector being targeted to raise revenue. Governments are continually assessing the fiscal terms of the economic rent for a mining company to exploit resources in their countries. Numerous countries, including, but not limited to, Argentina, Australia, Brazil, Chile, the Dominican Republic, Guatemala, Honduras, Mexico and Venezuela, have implemented changes to their respective mining regimes that reflect increased government control or participation in the mining sector, including changes of law affecting foreign ownership and take-overs, mandatory government participation, taxation and royalties, working conditions, rates of exchange, exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, as well as requirements for local goods, supplies and employment or other benefits to be provided to local residents.

The occurrence of mining regime changes in both developed and developing countries adds uncertainties that cannot be accurately predicted and any future adverse changes in government policies or legislation in the jurisdictions in which the Company operates that affect foreign ownership, mineral exploration, development or mining activities, may affect our viability and profitability.

In December 2016, the State of Zacatecas in Mexico approved new purported environmental taxes that became effective January 1, 2017. Certain operations at the Company’s Peñasquito mine may be subject to these taxes. The Company is not able to estimate the amount of the taxes with sufficient reliability. The Company disputes the legality and constitutionality of the taxes and has filed legal claims against the taxes before the Mexican courts but cannot provide assurance on whether its claims will be successfully resolved.

Environmental Regulation

The Company’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is

 

GOLDCORP  |   60


(in United States dollars, tabular amounts in millions, except where noted)

 

evolving in a manner that will likely, in the future, require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Continuing issues with tailings dam failures at other companies’ operations may increase the likelihood that these stricter standards and enforcement mechanisms will be implemented in the future. We can provide no assurance that future changes in environmental regulation will not adversely affect our results of operations. Failure to comply with these laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may also be required to compensate those suffering loss or damage due to the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. The occurrence of any environmental violation or enforcement action may have an adverse impact on the Company’s reputation and could adversely affect its results of operations. In addition, production at certain of the Company’s mines involves the use of sodium cyanide or other reagents and exposes rock material that could cause toxicity to the environment if released or not properly managed. Should sodium cyanide, other reagents, or contact water be improperly managed, leak or otherwise be discharged from the containment system, the Company may become subject to liability for clean-up work that may not be insured. In the event of any discharges of pollutants into the ground water and the environment, we may become subject to liability for hazards that we may not be insured against.

Mineral Reserve and Mineral Resources Estimates

There are numerous uncertainties inherent in estimating Ore/Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any Ore/Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Short-term operating factors relating to the Ore/Mineral Reserves, such as the need for orderly development of the ore bodies or the processing of new or different ore grades, may cause the mining operation to be unprofitable in any particular accounting period.

From time to time the Company may undertake a review of its operations with the goal of optimizing operational performance, right sizing its business model and improving the return on the Company’s investment, including: drilling programs to better define the geological complexity of an ore body and the overall geological model of the deposit; optimization of the life of mine geotechnical stoping sequence to minimize geotechnical stresses, improve mining dilution, productivity and employee safety; enhancing the reliability of the mineral resource model and classification parameters to more accurately reflect the geological complexity observed to date in some zones of the deposit; optimization of a variety of mining methods and stope geometries to provide greater versatility to productive mining; and rationalizing the direct operating, administration and capital costs to right size all components of the operation to an optimized life of mine strategy.

Fluctuation in gold, silver, copper, zinc or lead prices, results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require revision of such estimate. The volume and grade of reserves mined and processed and recovery rates may not be the same as currently anticipated.

Any material reductions in estimates of Ore/Mineral Reserves and Mineral Resources, including as a result of the processes outlined above, or of our ability to extract these Ore/Mineral Reserves, could have a material adverse effect on the Company’s results of operations and financial condition.

New Mining Operations

The Company’s recently opened mines that commenced commercial production in 2015, the Cerro Negro Mine and the Éléonore Mine are subject to risks associated with new mine development, including delays in existing operations, a change in the Mineral Reserve or Mineral Resource estimates arising from enhanced understanding of the geological complexity of an ore body and the overall geological model of the deposit and unanticipated costs. The Company is continually reviewing such operations with the goal of optimizing operational performance, right sizing its business model and improving the return on the Company’s investment, including: drilling programs to better define the geological complexity of an ore body and the overall geological model of the deposit; optimization of the life of mine geotechnical stoping sequence to minimize geotechnical stresses, improve mining dilution, productivity and employee safety; enhancing the reliability of the mineral resource model and classification parameters to more accurately reflect the geological complexity observed to date in some zones of the deposit; optimization of a variety of mining methods and stope geometries to provide greater versatility to productive mining; and rationalizing the direct operating, administration and capital costs to right size all components of the operation to an optimized life of mine strategy.

The Company’s production forecasts are based on full production being achieved at all of our mines based on the current mine plan, including the mines that commenced commercial production in 2015, and the Company’s ability to achieve and maintain full production rates at these mines is subject to a number of risks and uncertainties. As a result of continuous reviews, there may be

 

GOLDCORP  |   61


(in United States dollars, tabular amounts in millions, except where noted)

 

reclassification of Mineral Reserves and Mineral Resources, which could adversely affect the Company’s results of operations. Production from these mines may be lower than anticipated if the anticipated full production rate cannot be achieved, which could adversely affect the Company’s cash flows and results of operations.

Other Risks

For further information regarding the Company’s operational risks, please refer to the section entitled “Description of the Business - Risk Factors” in the Company’s most recent Annual Information Form available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

 

GOLDCORP  |   62


(in United States dollars, tabular amounts in millions, except where noted)

 

ACCOUNTING MATTERS

Basis of Preparation

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), effective as of December 31, 2017. IFRS comprises IFRSs, International Accounting Standards (“IASs”), and interpretations issued by the IFRS Interpretations Committee (“IFRICs”) and the former Standing Interpretations Committee (“SICs”).

Critical Judgements and Estimates

The Company’s management makes judgements in its process of applying the Company’s accounting policies in the preparation of its consolidated financial statements. In addition, the preparation of the financial data requires that the Company’s management make assumptions and estimates of the impacts of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to estimates and the resulting impacts on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

Management has made the following critical judgements and estimates:

Critical Judgements in Applying Accounting Policies:

The critical judgements that the Company’s management has made in the process of applying the Company’s accounting policies, apart from those involving estimations, that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:

 

(a)

Operating levels intended by management

Prior to a mine being capable of operating at levels intended by management, costs incurred are capitalized as part of the costs of the related mining properties and proceeds from mineral sales are offset against costs capitalized. Depletion of capitalized costs for mining properties begins when the mine is capable of operating at levels intended by management. Management considers several factors in determining when a mining property is capable of operating at levels intended by management.

 

(b)

Economic recoverability and probability of future economic benefits of exploration, evaluation and development costs

Management has determined that exploratory drilling, evaluation, development and related costs incurred which have been capitalized are economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefit including geologic and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.

 

(c)

Functional currency

The functional currency for each of the Company’s subsidiaries and investments in associate, is the currency of the primary economic environment in which the entity operates. The Company has determined the functional currency of each entity is the US dollar. Determination of functional currency may involve certain judgements to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

 

(d)

Asset held for sale and discontinued operation

The Company applies judgement to determine whether an asset or disposal group is available for immediate sale in its present condition and that its sale is highly probable and therefore should be classified as held for sale at the balance sheet date. Conditions that support a highly probable sale include the following: an appropriate level of management is committed to a plan to sell the asset or disposal group, an active program to locate a buyer and complete the plan has been initiated, the asset or disposal group has been actively marketed for sale at a price that is reasonable in relation to its current fair value, and the sale of the asset or disposal group is expected to qualify for recognition as a completed sale within one year from the date of classification as held for sale. At December 31, 2016, the Company concluded that the assets and liabilities of Los Filos met

 

GOLDCORP  |   63


(in United States dollars, tabular amounts in millions, except where noted)

 

the criteria for classification as held for sale. Accordingly, the group of assets and liabilities were presented separately under current assets and current liabilities, respectively, and measured at the lower of its carrying amount and its fair value less costs of disposal, being its carrying amount. A reversal of impairment loss of $59 million was recorded for Los Filos during the year ended December 31, 2016 to increase its carrying amount to its recoverable amount . A subsequent impairment of $16 million as recognized during the year ended December 31, 2017 based on changes to the carrying value of the Los Filos assets as a result of normal operations prior to disposal. The assets of Los Filos ceased to be depreciated while they were classified as held for sale.

The Company also applies judgement to determine whether a component of the Company that either has been disposed of or is classified as held for sale meets the criteria of a discontinued operation. The key area that involves management judgement in this determination is whether the component represents a separate major line of business or geographical area of operation. Given that the Company continues to operate in Mexico after the disposal of Los Filos, Los Filos was not considered to be a separate major line of business or geographical area of operation, thus it was not considered to be a discontinued operation.

 

(e)

Business combinations

Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgements as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 – Business Combinations . If an acquired set of assets and liabilities includes goodwill, the set is presumed to be a business. Based on an assessment of the relevant facts and circumstances, the Company concluded that the acquisition of its interests in the Cerro Casale project and Exeter in 2017 and Kaminak in 2016 did not meet the criteria of a business combination and the transactions have been accounted for as acquisitions of assets.

 

(f)

Determination of control of subsidiaries and joint arrangements

Judgement is required to determine when the Company has control of subsidiaries or joint control of joint arrangements. This requires an assessment of the relevant activities of the investee, being those activities that significantly affect the investee’s returns, including operating and capital expenditure decision-making, financing of the investee, and the appointment, remuneration and termination of key management personnel; and when the decisions in relation to those activities are under the control of the Company or require unanimous consent from the investors. Judgement is also required when determining the classification of a joint arrangement as a joint venture or a joint operation through an evaluation of the rights and obligations arising from the arrangement. Changes to the Company’s access to those rights and obligations may change the classification of that joint arrangement. During 2017, the Company entered into the following transactions which required judgement to determine when the Company has control of subsidiaries or joint control of joint arrangements:

a. Acquisition of Exeter

On June 7, 2017, based on the fact that Goldcorp has a majority ownership interest in Exeter, the majority of the Exeter board of directors were Goldcorp nominees and Exeter’s key management personnel was comprised of officers appointed by Goldcorp, the Company concluded that it had control over Exeter. Accordingly, Exeter met the criteria to be classified as a subsidiary. Commencing at the acquisition date of June 7, 2017, the financial results of Exeter were included in the results of the consolidated group and the portion of Exeter’s net assets that was not attributable to Goldcorp was accounted for as non-controlling interest.

b. Accounting for the 50% interest in Cerro Casale and Caspiche

Based on assessment of the relevant facts and circumstances, primarily the requirement for unanimous agreement on management decisions relating to the development and operation of the arrangement, the Company concluded that the Norte Abierto project is a jointly controlled entity. Judgement is also required when determining the classification of a joint arrangement as a joint venture or a joint operation through an evaluation of the rights and obligations arising from the arrangement. Despite the fact that the joint venture is a limited liability company and the parties do not have rights and obligations to individual assets and liabilities, the Company concluded that the Norte Abierto project is a joint operation as the arrangement requires the owners to purchase the output on a pro rata basis, indicating that the entity has rights and obligations to the separate assets and liabilities of the joint entity. As such, the project has been proportionately consolidated with the results of the consolidated group.

 

GOLDCORP  |   64


(in United States dollars, tabular amounts in millions, except where noted)

 

c. Acquisition of equity interest in Leagold

As Goldcorp owns greater than 20% of Leagold, Goldcorp is considered to have significant influence over Leagold, and therefore, is required to account for its interest in Leagold using the equity method.

 

(g)

Indicators of impairment and reversal of impairment

The Company considers both external and internal sources of information in assessing whether there are any indications that CGUs are impaired or reversal of impairment is needed. External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and are expected to affect the recoverable amount of CGUs. Internal sources of information the Company considers include the manner in which mining properties and plant and equipment are being used or are expected to be used and indications of economic performance of the assets. The primary external factors considered are changes in spot and forecast metal prices, changes in laws and regulations and the Company’s market capitalization relative to its net asset carrying amount. Primary internal factors considered are the Company’s current mine performance against expectations, changes in mineral reserves and resources, life of mine plans and exploration results.

At December 31, 2017, the carrying amount of the Company’s net assets exceeded the Company’s market capitalization, which the Company’s management considered to be an impairment indicator of certain of the Company’s CGUs as of December 31, 2017. Management also identified certain CGU-specific impairment and impairment reversal indicators as of December 31, 2017. Accordingly, the recoverable value was estimated and compared against the carrying value for the material CGUs of the Company, which resulted in the Company recognizing an impairment expense for Red Lake and reversals of impairment for Pueblo Viejo and Porcupine (see page 15 of this report for detail).

 

(h)

Income and value added taxes

The Company’s operations involve dealing with uncertainties and judgements in the application of complex tax regulations in multiple jurisdictions. The final income taxes paid and value added tax (“VAT”) refunds received are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of issues arising from VAT and/or income tax audits, such as intercompany charges.

The Company recognizes potential liabilities and records tax liabilities for uncertain tax positions and matters identified based on its judgement of whether, and the extent to which, additional taxes will be due. The Company adjusts these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If the estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit would result.

VAT receivables are generated on the purchase of supplies and services in most of the jurisdictions that the Company operates in. Timing and collection of VAT receivables is uncertain as VAT refund procedures in certain jurisdictions require a significant amount of information and follow-up. The Company is exposed to liquidity risk, credit risk and currency risk with respect to its VAT receivables if tax authorities are unwilling to make payments in a timely manner in accordance with the Company’s refund requests. The Company regularly monitors actual and projected collections of its VAT receivables to inform its assessment as to the collectability of the VAT receivables and classification as current and non-current assets.

In June 2017, the Mexican government’s tax authority indicated that it had experienced an increase in VAT refund requests and as a result had commenced more in-depth assessments of the requests. In 2017, the Company collected $269 million of VAT refunds from the Mexican government, but the Mexican tax authority said it would withhold a portion of the VAT refunds until the authority’s reassessments are complete. At December 31, 2017, the total VAT receivable due to the Company from Mexican tax authorities was $186 million (December 31, 2016 - $237 million), including the tax receivables retained on the sale of Los Filos. The Company reassessed the collectability and classification of its Mexican VAT receivables and determined that no allowance was necessary in respect of collectability, but has classified $29 million of the $186 million VAT receivable balance at December 31, 2017 as a non-current asset. If on review of the Company’s VAT refund requests, the Mexican tax authority disallows any portion of the Company’s VAT refund requests then an additional charge to expense may result.

 

(i)

Contingencies

Contingencies can be either possible assets or liabilities arising from past events which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. Such contingencies include, but are not limited to, environmental obligations, litigation, regulatory proceedings, tax matters and losses results from other events and developments. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgement regarding the outcome of future events.

 

GOLDCORP  |   65


(in United States dollars, tabular amounts in millions, except where noted)

 

Key Sources of Estimation Uncertainty

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities are as follows:

 

(a)

Impairment and reversal of impairment of mining interests

In determining the recoverable amounts of the Company’s mining interests, the Company primarily uses estimates of the discounted future after-tax cash flows expected to be derived from the Company’s mining properties, costs to sell the mining properties and the appropriate discount rate. The projected cash flows are significantly affected by changes in assumptions related to metal prices, changes in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, future capital expenditures, discount rates and exchange rates.

Significant changes in metal price forecasts, the amount of recoverable reserves, resources, and exploration potential, estimated future costs of production, capital expenditures, and/or the impact of changes in current economic conditions may result in a write-down or reversal of impairment of the carrying amounts of the Company’s mining interests.

During the year ended December 31, 2017, the Company recognized a net impairment expense of $244 million (2016 – net reversal of impairment of $49 million) in respect of the carrying amounts of certain mining interests (see page 15 of this MD&A).

At December 31, 2017, the carrying amount of the Company’s mining interests was $20,047 million (December 31, 2016 – $19,572 million) .

 

(b)

Depreciation and depletion

The carrying amounts of the Company’s mining properties are depleted based on recoverable ounces contained in proven and probable reserves and a portion of resources. The Company includes a portion of resources where it is considered probable that those resources will be economically extracted.During the year ended December 31, 2017, depletion expense would have increased by $73 million (2016 – $80 million) if resources were excluded from recoverable ounces.

Changes to estimates of recoverable ounces and depletable costs including changes resulting from revisions to the Company’s mine plans and changes in metal price forecasts can result in changes to future depletion rates.

Plant and equipment not depleted on a unit of production basis based on recoverable ounces are depleted on a straight-line basis. Changes to estimates of the useful life and residual value may be impacted by the Company’s mine plans and rate of usage of these capital assets.

 

(c)

Deferred stripping costs

In determining whether stripping costs incurred during the production phase of an open pit mining property relate to reserves and resources that will be mined in a future period and therefore should be capitalized, the Company makes estimates of the stripping activity over the life of the component of reserves and resources which have been made accessible. Changes in estimated strip ratios can result in a change to the future capitalization of stripping costs incurred. At December 31, 2017, the carrying amount of stripping costs capitalized and included in mining properties was $204 million (December 31, 2016 – $205 million).

 

(d)

Income taxes

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Forecasted cash flows from operations are based on life of mine projections internally developed and reviewed by management. Weight is attached to tax planning opportunities that are within the Company’s control, and are feasible and

 

GOLDCORP  |   66


(in United States dollars, tabular amounts in millions, except where noted)

 

implementable without significant obstacles. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. At the end of each reporting period, the Company reassesses the probability of realizing unrecognized income tax assets.

 

(e)

Estimated reclamation and closure costs

The Company’s provision for reclamation and closure cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability which reflects estimates of future costs, inflation, movements in foreign exchange rates, assumptions of risks associated with the future cash outflows and assumptions of probabilities of alternative estimates of future cash outflows, and the applicable risk-free interest rates for discounting those future cash outflows. Significant judgements and estimates are required in forming assumptions of future activities, future cash outflows and the timing of those cash outflows. These assumptions are formed based on environmental and regulatory requirements and the Company’s environmental policies which may give rise to constructive obligations. The Company’s assumptions are reviewed at the end of each reporting period and adjusted to reflect management’s current best estimate and changes in any of the above factors can result in a change to the provision recognized by the Company. At December 31, 2017, the Company’s total provision for reclamation and closure cost obligations was $599 million (December 31, 2016 – $622 million). The undiscounted value of these obligations at December 31, 2017 was $1,572 million (December 31, 2016 – $1,786 million).

For the purpose of calculating the present value of the provision for reclamation and closure cost obligations, the Company discounts the estimated future cash outflows using the risk-free interest rate applicable to the future cash outflows, which is the appropriate US Treasury risk-free rate which reflects the reclamation lifecycle estimated for all sites, including operating, inactive and closed mines and development projects. For those sites with a greater than 100-year reclamation lifecycle, a long-term risk-free rate is applied.

For the year ended December 31, 2017, the Company applied a 20-year risk-free rate of 2.94% (2016 – 2.94%) to all sites with the exception of those sites with a reclamation lifecycle of greater than 100 years where a 5.0% (2016 – 5.0%) risk-free rate was applied, which resulted in a weighted average discount rate of 4.1% (2016 – 4.1%).

Changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amounts of the related mining properties (for operating mines and development projects) and as production costs (for inactive and closed mines) for the period. Adjustments to the carrying amounts of related mining properties can result in a change to future depletion expense.

 

(f)

Contingencies

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements on the date such changes occur.

Changes in Accounting Policies

Application of new and revised accounting standards:

The Company has adopted the narrow scope amendments to IFRS 12 - Disclosure of Interests in Other Entities and IAS 12 - Income Taxes which were effective for annual periods beginning on or after January 1, 2017. The amendments did not have an impact on the Company’s unaudited condensed interim consolidated financial statements.

The Company has also adopted the amendments to IAS 7 - Statement of Cash Flows, which were effective for annual periods beginning on or after January 1, 2017. As a result of applying the amendment, the Company presented new disclosures relating to the changes in financial liabilities arising from financing activities.

 

GOLDCORP  |   67


(in United States dollars, tabular amounts in millions, except where noted)

 

Changes in accounting standards not yet effective:

Revenue recognition

In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers (“IFRS 15”) which supersedes IAS 11 – Construction Contracts; IAS 18 – Revenue; IFRIC 13 – Customer Loyalty Programmes; IFRIC 15 – Agreements for the Construction of Real Estate; IFRIC 18 – Transfers of Assets from Customers; and SIC 31 – Revenue Barter Transactions involving Advertising Services . IFRS 15 establishes a single five-step model framework for determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. Either a modified retrospective application or full retrospective application is required for IFRS 15. The Company has elected to apply the full retrospective approach upon transition on January 1, 2018.

The core principle of IFRS 15 is that revenue related to the transfer of promised goods or services should be recognized when the control of the goods or services passes to customers. The Company has evaluated the impact of applying IFRS 15, analyzing its bullion, doré and concentrate sale agreements. The Company concluded there is no material change in the timing of revenue recognized under the new standard as the point of transfer of risk and reward for goods and services and transfer of control occur at the same time.

In addition, IFRS 15 requires entities to apportion revenue earned from contracts to distinct performance obligations on a relative standalone selling price basis. In accordance with the terms of the Company’s concentrate agreements, the seller must contract for and pay the shipping and insurance costs necessary to bring the goods to the named destination. Therefore, where material, a portion of the revenue earned under these contracts, representing the obligation to fulfill the shipping and insurance services, will be deferred and recognized over time as the obligations are fulfilled. The impact of this change on the amount of revenue recognized in a year is insignificant.

IFRS 15 contains presentation and disclosure requirements which are more detailed than the current standards, many of which are completely new. Upon the adoption of IFRS 15, the Company will provide disclosures for each of the Company’s revenue streams, which consist of the Company’s bullion, doré and concentrate sales, to supplement the revenue data that are currently presented in the segmented information disclosure ( note 9 ). New disclosures will be presented relating to the timing of completion of the Company’s performance obligations, for example, upon delivery and/or other points in time, and the portion of revenue related to provisional pricing adjustments on concentrate sales will also be separately disclosed.

Financial instruments

In July 2014, the IASB issued the final version of IFRS 9 – Financial Instruments (“IFRS 9”) to replace IAS 39 – Financial Instruments: Recognition and Measurement . IFRS 9 provides a revised model for recognition and measurement of financial instruments and a single, forward-looking ‘expected loss’ impairment model. IFRS 9 also includes significant changes to hedge accounting. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company will apply IFRS 9 at the date it becomes effective. Except for hedge accounting, retrospective application is required, but the provision of comparative information is not required. For hedge accounting, the requirements are generally applied prospectively.

The following summarizes the significant changes in IFRS 9 compared to the current standards:

 

   

The classification of financial assets and liabilities is expected to remain consistent under IFRS 9 with the exception of equity securities. The Company will designate its equity securities as financial assets at fair value through other comprehensive income, where they will be recorded initially at fair value. Subsequent changes in fair value will be recognized in other comprehensive income only and will not be transferred into earnings (loss) upon disposition.

 

   

The introduction of the new “expected credit loss” impairment model under IFRS 9, as opposed to an incurred credit loss model under IAS 39, does not have a significant impact on the Company’ accounts receivable, given the Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings, the negligible historical level of customer default, and the short term nature of the Company’s receivables.

 

   

The new general hedge accounting requirements retain the three types of hedge accounting mechanisms currently available under IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedge accounting. As a result, certain of the Company’s hedging strategies and hedging instruments that did not qualify for hedge accounting previously, primarily the hedging of its forecast concentrate sales, will now be eligible for hedge accounting. In addition, the effectiveness test has been replaced with the principle of an “economic relationship”. Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity’s risk management activities have also been introduced.

 

GOLDCORP  |   68


(in United States dollars, tabular amounts in millions, except where noted)

 

Leases

In January 2016, the IASB issued IFRS 16 – Leases (“IFRS 16”) which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to the current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019, with early application permitted for entities that apply IFRS 15. A leasee can choose to apply IFRS 16 using either a full retrospective or a modified retrospective approach. The Company plans to apply IFRS 16 at the date it becomes effective but has not yet selected a transition approach.

Upon the adoption of IFRS 16, the Company anticipates it will record a material balance of lease assets and associated lease liabilities related to leases with a term of 12 months or more on the Consolidated Balance Sheet at January 1, 2019. Due to the recognition of additional lease assets and liabilities, a higher amount of depreciation expense and interest on lease liabilities will be recognized under IFRS 16 as compared to the current standard. Additionally, a reduction in production and/or corporate administration costs is expected. Lastly, the Company expects a reduction in operating cash outflows with a corresponding increase in financing cash outflows under IFRS 16. The Company is in the process of identifying and collecting data relating to existing agreements that may contain right-of-use assets. These include land easements and service contracts that may contain embedded leases for property, plant and equipment. At this time, it is not possible for the Company to make reasonable quantitative estimates of the effects of the new standard. The Company estimates the time frame to develop and implement the accounting policies, estimates and processes (including the information technology systems) will extend into the latter part of 2018.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, with the participation of its (1) President and Chief Executive Officer and (2) Executive Vice President, Chief Financial Officer and Corporate Development, has evaluated the effectiveness of the Company’s disclosure controls and procedures. Based upon the results of that evaluation, the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Corporate Development have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to management, including the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Corporate Development, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

The Company’s management, with the participation of its President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Corporate Development, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Corporate Development, the Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s internal control over financial reporting includes policies and procedures that:

 

   

pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company;

 

   

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that the Company’s receipts and expenditures are made only in accordance with authorizations of management and the Company’s Directors; and

 

   

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

The Company’s management, with the participation of its President and Chief Executive Officer and its Executive Vice President, Chief Financial Officer and Corporate Development, assessed the effectiveness of the Company’s internal control over financial reporting. In making this assessment, management used the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management and

 

GOLDCORP  |   69


(in United States dollars, tabular amounts in millions, except where noted)

 

the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Corporate Development have concluded that, as of December 31, 2017, the Company’s internal control over financial reporting was effective.

There has been no change in the Company’s internal control over financial reporting during the year ended December 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations of Controls and Procedures

The Company’s management, including the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer and Corporate Development, believes that any disclosure controls and procedures or internal control over financial reporting, 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. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or 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 unauthorized override of the control. The design of any control system 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. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

 

GOLDCORP  |   70

Exhibit 99.3

RESPONSIBLITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements have been prepared by management and are in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Other information contained in this document has also been prepared by management and is consistent with the data contained in the consolidated financial statements. A system of internal control has been developed and is maintained by management to provide reasonable assurance that assets are safeguarded and financial information is accurate and reliable.

The Board of Directors approves the consolidated financial statements and ensures that management discharges its financial reporting responsibilities. The Board’s review is accomplished principally through the Audit Committee, which is composed of non-executive directors. The Audit Committee meets periodically with management and the auditors to review financial reporting and control matters.

 

/s/ David Garofalo

  

/s/ Jason Attew

  

David Garofalo

  

Jason Attew

  

President and Chief Executive Officer

   Executive Vice President, Chief Financial Officer and Corporate Development   

February 14, 2018

     

Vancouver, Canada

     

 

GOLDCORP  |   1


R EPORT OF I NDEPENDENT R EGISTERED P UBLIC A CCOUNTING F IRM

To the Board of Directors and Shareholders of Goldcorp Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Goldcorp Inc. and subsidiaries (the “Company”), which comprise the consolidated balance sheets as at December 31, 2017 and December 31, 2016, and the consolidated statements of earnings, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and the related notes, including a summary of significant accounting policies and other explanatory information (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2017 and December 31, 2016, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Report on Internal Control over Financial Reporting

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 14, 2018 expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to fraud or error. Those standards also require that we comply with ethical requirements. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Further, we are required to be independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada and to fulfill our other ethical responsibilities in accordance with these requirements.

An audit includes performing procedures to assess the risks of material misstatement of the financial statements, whether due to fraud or error, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies and principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a reasonable basis for our audit opinion.

/s/ Deloitte LLP

Chartered Professional Accountants

February 14, 2018

Vancouver, Canada

 

GOLDCORP  |   2


We have served as the Company’s auditor since 2005.

M ANAGEMENT S R EPORT ON I NTERNAL C ONTROL O VER F INANCIAL R EPORTING

Management of Goldcorp Inc. (“Goldcorp” or “the Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or caused to be designed under the supervision of, the President and Chief Executive Officer and the Executive Vice President, Chief Financial Officer and Corporate Development and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. It includes those policies and procedures that:

 

  i.

pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of Goldcorp;

  ii.

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that Goldcorp’s receipts and expenditures are made only in accordance with authorizations of management and Goldcorp’s directors; and

  iii.

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Goldcorp’s assets that could have a material effect on Goldcorp’s consolidated financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of Goldcorp’s internal control over financial reporting as of December 31, 2017, based on the criteria set forth in Internal Control Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2017, Goldcorp’s internal control over financial reporting was effective.

The effectiveness of Goldcorp’s internal control over financial reporting, as of December 31, 2017, has been audited by Deloitte LLP, Independent Registered Public Accounting Firm, who also audited the Company’s consolidated financial statements as of and for the year ended December 31, 2017, as stated in their report.

 

/s/ David Garofalo

  

/s/ Jason Attew

  

David Garofalo

  

Jason Attew

  

President and Chief Executive Officer

   Executive Vice President, Chief Financial Officer and Corporate Development   

February 14, 2018

     

Vancouver, Canada

     

 

GOLDCORP  |   3


R EPORT OF I NDEPENDENT R EGISTERED P UBLIC A CCOUNTING F IRM

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Goldcorp Inc. and subsidiaries (the “Company”) as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework (2013)  issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013)  issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and Canadian generally accepted auditing standards, the consolidated financial statements as at and for the year ended December 31, 2017, of the Company and our report dated February 14, 2018, expressed an unmodified/unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

 

/s/ Deloitte LLP

Chartered Professional Accountants

February 14, 2018

Vancouver, Canada

 

GOLDCORP  |   4


C ONSOLIDATED S TATEMENTS O F E ARNINGS

Y EARS E NDED D ECEMBER 31

(In millions of United States dollars, except for per share amounts)

 

                                                                                                  
      Note    2017     2016  

  Revenues

   9    $ 3,423     $ 3,510  

  Mine operating costs

       

  Production costs

   9, 10, 17      (1,889     (2,066

  Depreciation and depletion

   9, 19(d)      (990     (1,024
            (2,879     (3,090

  Earnings from mine operations

        544       420  

  Exploration, evaluation and project costs

   19(a)      (62     (34

  Share of net earnings related to associates and joint venture

   20      189       171  

  (Impairment) reversal of impairment of mining interests, net

   8(a), 8(b), 21      (244     49  

  Corporate administration

   10(a), 28      (158     (187

  Restructuring costs

   11      (4     (50

  Earnings from operations, associates and joint venture

   9      265       369  

  Gain on derivatives, net

   26(b)(i), (ii)      4       3  

  Gain on disposition of mining interest, net of transaction costs

   8(b), (c)      42        

  Finance costs

   12      (133     (137

  Other income (expense), net

   13      15       (13

  Earnings before taxes

        193       222  

  Income tax recovery (expense)

   14      465       (60

  Net earnings

        $ 658     $ 162  

  Net earnings per share

       

  Basic

   15(a)    $ 0.76     $ 0.19  

  Diluted

   15(a)      0.76       0.19  

 

The accompanying notes form an integral part of these consolidated financial statements.

 

GOLDCORP  |   5


C ONSOLIDATED S TATEMENTS O F C OMPREHENSIVE I NCOME

Y EARS E NDED D ECEMBER 31

(In millions of United States dollars)

 

                                                                                                  
             2017     2016  

  Net earnings

           $ 658     $ 162  

  Other comprehensive (loss) income, net of tax

      

  Items that may be reclassified subsequently to net earnings:

      

  Unrealized (losses) gains

      

  Available-for-sale securities

     26 (c)      (17     75  

  Derivatives designated as cash flow hedges

     26 (b)      19       (15

  Reclassification of realized gains (losses)

      

  Available-for-sale securities recognized in net earnings

     26 (c)      (15     (12

  Derivatives designated as cash flow hedges recognized

  in net earnings

     26 (b)      (3      

  Derivatives designated as cash flow hedges recorded as

  property, plant and equipment

     26 (b)      (1      
       (17     48  

  Items that will not be reclassified subsequently to net earnings:

      

  Remeasurement of defined benefit pension plans

             (1     (1

  Total other comprehensive (loss) income, net of tax

             (18     47  

  Total comprehensive income

           $ 640     $ 209  

 

 

 

The accompanying notes form an integral part of these consolidated financial statements.

 

GOLDCORP  |   6


C ONSOLIDATED S TATEMENTS O F C ASH F LOWS

Y EARS E NDED D ECEMBER 31

(In millions of United States dollars)

 

                                                                                      
      Note    2017     2016  
  Operating activities        

  Net earnings

      $ 658     $ 162  

  Adjustments for:

       

  Reclamation expenditures

   25      (24     (28

  Items not affecting cash:

       

  Depreciation and depletion

   9, 19(d)      990       1,024  

  Share of net earnings related to associates and joint venture

   20      (189     (171

  Impairment (reversal of impairment) of mining interests, net

   8(a), 8(b), 21      244       (49

  Share-based compensation

   28(a)      30       52  

  Unrealized loss (gains) on derivatives, net

   26(b)(ii)      2       (9

  Gain on disposition of mining interest, net of transaction costs

   8(b), (c)      (42      

  Revision of estimates and accretion of closure cost obligations

   10, 25      20       7  

  Foreign exchange loss

        19       13  

  Deferred income tax recovery

   14      (661     (65

  Other

        19       (11

  Decrease (increase) in working capital

   16      145       (126

  Net cash provided by operating activities

          1,211       799  

  Investing activities

       

  Acquisition of mining interests

   7      (266     6  

  Expenditures on mining interests

   9, 19(b)      (1,075     (696

  Return of capital investment in associate

   20      65       24  

  Proceeds from dispositions of mining interests, net of transaction costs

   8(a), (b), (c)      320        

  Interest paid

   19(b)      (35     (25

  (Purchases) proceeds of short-term investments and available-for-sale

  securities, net

   16      (48     37  

  Settlement of deferred payment obligation

   7(a)      (5      

  Other

   9(f)      (61 )        

  Net cash used in investing activities

          (1,105     (654

  Financing activities

       

  Debt repayments

              (202

  (Repayment) draw down of credit facility, net

        (30     30  

  Finance lease payments

        (6     (5

  Dividends paid to shareholders

   15(b)      (62     (97

  Common shares issued

        1       3  

  Other

                (23

  Net cash used in financing activities

          (97     (294

  Effect of exchange rate changes on cash and cash equivalents

                 

  Increase (decrease) in cash and cash equivalents

        9       (149

  Cash and cash equivalents, beginning of the year

        157       326  

  Cash and cash equivalents reclassified as held for sale at the beginning of

  the period

   8(a)      20       (20

  Cash and cash equivalents, end of the year

   16    $ 186     $ 157  

  Supplemental cash flow information (note 16)

The accompanying notes form an integral part of these consolidated financial statements.

 

GOLDCORP  |   7


C ONSOLIDATED B ALANCE S HEETS

(In millions of United States dollars)

 

                                                                                                  
      Note    At December 31
2017
    At December 31
2016
 

  Assets

       

  Current assets

       

  Cash and cash equivalents

   16    $ 186     $ 157  

  Short-term investments

        48       43  

  Accounts receivable

        146       95  

  Inventories

   17      441       370  

  Sales and indirect taxes recoverable

        250       271  

  Income taxes receivable

        24       25  

  Assets held for sale

   8(a)            548  

  Other

   18      48       59  
            1,143     1,568  

  Mining interests

       

  Owned by subsidiaries and joint operation

   19, 21      17,311       17,565  

  Investments in associates and joint venture

   20, 21      2,736       2,007  
            20,047     19,572  

  Investments in securities

        178       114  

  Deferred income taxes

   14      112       49  

  Inventories

   17      16       28  

  Other

   22      189       166  

  Total assets

        $ 21,685     $ 21,497  

  Liabilities

       

  Current liabilities

       

  Accounts payable and accrued liabilities

      $ 574     $ 512  

  Current portion of debt

   23      499        

  Income taxes payable

        98       52  

  Liabilities relating to assets held for sale

   8(a)            118  

  Other

          84       95  
            1,255     777  

  Deferred income taxes

   14      3,063       3,658  

  Debt

   23      1,984       2,510  

  Deferred payment obligation

   7(a)      182        

  Provisions

   25      610       661  

  Finance lease obligations

   24      242       247  

  Income taxes payable

        122       127  

  Other

          43       102  

  Total liabilities

          7,501       8,082  

  Shareholders’ equity

       

  Common shares, stock options and restricted share units

        18,261       18,064  

  Accumulated other comprehensive income

        23       41  

  Deficit

          (4,100     (4,690
            14,184     13,415  

  Total liabilities and shareholders’ equity

        $ 21,685     $ 21,497  

  Commitments and contingencies (notes 7(a) , 26(e)(ii) and 30)

The accompanying notes form an integral part of these consolidated financial statements.

 

GOLDCORP  |   8


C ONSOLIDATED S TATEMENTS O F C HANGES I N E QUITY

(In millions of United States dollars, shares in thousands)

 

     Common Shares                           
     

Shares issued,

fully paid with

no par value

         Amount         

Stock options

and restricted

share units

    Accumulated
other
  comprehensive  
income
          Deficit                 Total        

At January 1, 2017

     853,812      $ 17,733      $ 331     $ 41     $ (4,690   $ 13,415  

Total comprehensive income

              

Net earnings

                               658       658  

Other comprehensive loss

                         (18           (18
                           (18     658       640  

Acquisition of Exeter Resource Corporation (note 7(a))

     11,261        156        2             2       160  

Stock options exercised and restricted share units vested (note 28(a))

     1,647        33        (32                 1  

Share-based compensation (note 28(a))

                   30                   30  

Dividends (note 15(b))

     626        8                    (70     (62

At December 31, 2017

     867,346      $ 17,930      $ 331     $ 23     $ (4,100   $ 14,184  
              
     Common Shares                           
     

Shares  issued,

fully  paid  with

no par value

     Amount      Stock options
and restricted
share units
    Accumulated
other
comprehensive
(loss) income
    Deficit     Total  

At January 1, 2016

     830,337      $ 17,276      $ 328     $ (6   $ (4,750   $ 12,848  

Total comprehensive income

              

Net earnings

                               162       162  

Other comprehensive income

                         47             47  
                           47       162       209  

Shares issued pursuant to the acquisition of Kaminak Gold Corporation (note 7(b))

     20,997        400                          400  

Stock options exercised and restricted share units vested (note 28a))

     2,158        52        (49                 3  

Share-based compensation (note 28(a))

                   52                   52  

Dividends (note 15(b))

     320        5                    (102     (97

At December 31, 2016

     853,812      $ 17,733      $ 331     $ 41     $ (4,690   $ 13,415  

The accompanying notes form an integral part of these consolidated financial statements.

 

GOLDCORP  |   9


(In millions of United States dollars, except where noted)

N OTES TO THE C ONSOLIDATED F INANCIAL S TATEMENTS

F OR T HE Y EARS E NDED D ECEMBER 31, 2017 AND 2016

 

1.

DESCRIPTION OF BUSINESS AND NATURE OF OPERATIONS

Goldcorp Inc. is the ultimate parent company of its consolidated group (“Goldcorp” or “the Company”). The Company is incorporated and domiciled in Canada, and its head office is at Suite 3400 – 666 Burrard Street, Vancouver, British Columbia, V6C 2X8.

The Company is a gold producer engaged in the operation, exploration, development and acquisition of precious metal properties in Canada, the United States, Mexico, and Central and South America. The Company’s current sources of operating cash flows are primarily from the sale of gold, silver, lead, zinc and copper.

The Company’s principal producing mining properties are comprised of the Éléonore, Musselwhite, Porcupine and Red Lake mines in Canada; the Peñasquito mine in Mexico; the Cerro Negro mine in Argentina; and the Pueblo Viejo mine (40% interest) in the Dominican Republic. At December 31, 2017, the Company’s significant projects include the Borden, Cochenour and Coffee projects in Canada, and the NuevaUnión (50% interest) and Norte Abierto (50% interest) projects in Chile.

In 2017, the Company acquired 50% of the Cerro Casale project which was contributed to a newly formed 50/50 joint operation with Barrick Gold Corporation (“Barrick”). The Company also acquired 100% of Exeter Resource Corporation (“Exeter”) and its Caspiche project (“Caspiche”), which was contributed to the joint operation with Barrick ( note 7(a)). Barrick and Goldcorp each owns a 50% interest in the combined project, Norte Abierto.

On April 7, 2017, the Company completed the sale of the Los Filos mine in Mexico to Leagold Mining Corporation (“Leagold”) ( note 8(a)) and received shares of Leagold as part of the consideration. The Company currently owns 22.9% of Leagold’s issued and outstanding shares which is accounted for as an investment in associate using the equity method.

 

2.

BASIS OF PREPARATION

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), effective as of December 31, 2017. IFRS comprises IFRSs, International Accounting Standards (“IASs”), and interpretations issued by the IFRS Interpretations Committee (“IFRICs”) and the former Standing Interpretations Committee (“SICs”).

 

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies used in the preparation of these consolidated financial statements are as follows:

 

  (a)

Basis of measurement

These consolidated financial statements have been prepared on a historical cost basis, except for those assets and liabilities that are measured at revalued amounts or fair values at the end of each reporting period.

 

  (b)

Currency of presentation

The Company’s presentation currency is the United States (“US”) dollar. All amounts, with the exception of per share amounts, are expressed in millions of US dollars, unless otherwise stated. References to C$ are to Canadian dollars.

 

  (c)

Basis of consolidation

These consolidated financial statements include the accounts of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. Subsidiaries are included in the consolidated financial results of the Company from the effective date of acquisition up to the effective date of disposition or loss of control. The principal subsidiaries of Goldcorp and their geographic locations at December 31, 2017 were as follows:

 

GOLDCORP  |   10


Direct parent company    Location     

Ownership

interest

  

Mining properties and
development projects owned

(note 19)

Les Mines Opinaca Ltée (“Éléonore”)

   Canada      100%    Éléonore mine

Goldcorp Canada Ltd./Goldcorp Inc. (“Musselwhite”)

   Canada      100%    Musselwhite mine

Goldcorp Canada Ltd./Goldcorp Inc. (“Porcupine”)

   Canada      100%    Porcupine mine and Borden project

Red Lake Gold Mines Ontario Partnership (“Red Lake”)

   Canada      100%    Red Lake and Campbell mines, and Cochenour project

Minera Peñasquito S.A. de C.V. (“Peñasquito”)

   Mexico      100%    Peñasquito mine

Oroplata S.A. (“Cerro Negro”)

   Argentina      100%    Cerro Negro mine

Kaminak Gold Corporation (“Kaminak”)

   Canada      100%    Coffee project

Intercompany assets and liabilities, equity, income, expenses, and cash flows between the Company and its subsidiaries are eliminated.

 

  (d)

Investments in associates and joint arrangements

These consolidated financial statements also include the following joint arrangements and investments in associates:

 

Associates and joint arrangements   Location   

Ownership

interest

  

Classification and

accounting method

   Mining properties (note 20)
Compañia Minera Casale SpA (“Norte Abierto”)”)   Chile    50.0%    Joint Operation; consolidate Goldcorp’s share    Norte Abierto project
NuevaUnión SpA (“NuevaUnión”)   Chile    50.0%    Joint Venture; equity method    NuevaUnión project
Pueblo Viejo Dominicana Corporation (“Pueblo Viejo”)   Dominican
Republic
   40.0%    Associate; equity method    Pueblo Viejo mine
Minera Alumbrera Limited (“Alumbrera”)   Argentina    37.5%    Associate; equity method    Alumbrera mine
Leagold Mining Corporation (“Leagold”)   Mexico    22.9%    Associate; equity method    Los Filos mine

The Company conducts a portion of its business through joint arrangements where the parties are bound by contractual arrangements establishing joint control and decisions about the activities that significantly affect the returns of the investee require unanimous consent. A joint arrangement is classified as either a joint operation or a joint venture, subject to the terms that govern each investor’s rights and obligations in the arrangement.

In a joint operation, the investor has rights and obligations to the separate assets and liabilities of the investee and in a joint venture, the investors have rights to the net assets of the joint arrangement. For a joint operation, the Company recognizes its share of the assets, liabilities, revenue, and expenses of the joint arrangement, while for a joint venture, the Company accounts for its investment in the joint arrangement using the equity method.

An associate is an entity over which the Company has significant influence, and is neither a subsidiary nor a joint arrangement. The Company has significant influence when it has the power to participate in the financial and operating policy decisions of the associate but does not have control or joint control over those policies. The Company accounts for its investments in associates using the equity method.

Under the equity method, the Company’s investment in a joint venture or an associate is initially recognized at cost and subsequently increased or decreased to recognize the Company’s share of net earnings and losses of the joint venture or associate, after any adjustments necessary to give effect to uniform accounting policies, any other movement in the joint venture or associate’s reserves, and for impairment losses after the initial recognition date. The total carrying amount of the Company’s investments in joint venture and associates also include any long-term debt interests which in substance form part of the Company’s net investment. The Company’s share of a joint venture or an associate’s losses that are in excess of its investment are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. The Company’s share of earnings and losses of joint venture and associates are recognized in net earnings during the period. Dividends and repayment of capital received from a joint venture or an associate are accounted for as a reduction in the carrying amount of the Company’s investment. Unrealized gains and losses between the Company and its joint venture and associates are recognized only to the extent of unrelated

 

GOLDCORP  |   11


(In millions of United States dollars, except where noted)

 

investors’ interests in the associates and joint venture. Intercompany balances and interest expense and income arising on loans and borrowings between the Company and its joint venture and associates are not eliminated.

The Company’s investments in joint venture and associates are included in mining interests on the Consolidated Balance Sheets.

Impairment and reversal of impairment of investments in associates and joint arrangements

At the end of each reporting period, the Company assesses whether there is any objective evidence that an investment in an associate or joint venture is impaired. Objective evidence includes observable data indicating there is a measurable decrease in the estimated future cash flows of the investee’s operations. When there is objective evidence that an investment is impaired, the carrying amount of such investment is compared to its recoverable amount, being the higher of its fair value less costs of disposal (“FVLCD”) and value-in-use (“VIU”). If the recoverable amount of an investment is less than its carrying amount, the carrying amount is reduced to its recoverable amount and an impairment loss, being the excess of carrying amount over the recoverable amount, is recognized in the period in which the relevant circumstances are identified. When an impairment loss reverses in a subsequent period, the carrying amount of the investment is increased to the revised estimate of recoverable amount to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had an impairment loss not been previously recognized. A reversal of an impairment loss is recognized in net earnings in the period in which the reversal occurs.

Similar to the assessment of impairment for subsidiaries, the Company reviews the mining properties and plant and equipment for a joint operation at the cash-generating unit (“CGU”) level to determine whether there is any indication that these assets are impaired (note 3(m)).

 

  (e)

Business combinations

A business combination is defined as an acquisition of assets and liabilities that constitute a business. A business is an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return to the Company and its shareholders in the form of dividends, lower costs or other economic benefits. A business consists of inputs, including non-current assets, and processes, including operational processes, that when applied to those inputs have the ability to create outputs that provide a return to the Company and its shareholders. A business also includes those assets and liabilities that do not necessarily have all the inputs and processes required to produce outputs, but can be integrated with the inputs and processes of the Company to create outputs. When acquiring a set of activities or assets in the exploration and development stage, which may not have outputs, the Company considers other factors to determine whether the set of activities or assets is a business. Those factors include, but are not limited to, whether the set of activities or assets:

 

  (i)

Has begun planned principal activities;

 

  (ii)

Has employees, intellectual property and other inputs and processes that could be applied to those inputs;

 

  (iii)

Is pursuing a plan to produce outputs; and

 

  (iv)

Will be able to obtain access to customers that will purchase the outputs.

Not all of the above factors need to be present for a particular integrated set of activities or assets in the exploration and development stage to qualify as a business.

Business combinations are accounted for using the acquisition method whereby identifiable assets acquired and liabilities assumed, including contingent liabilities, are recorded at 100% of their fair values at acquisition date. The acquisition date is the date at which the Company obtains control over the acquiree, which is generally the date that consideration is transferred and the Company acquires the assets and assumes the liabilities of the acquiree. The Company considers all relevant facts and circumstances in determining the acquisition date.

The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the fair values of the assets at the acquisition date transferred by the Company, the liabilities, including contingent consideration, incurred and payable by the Company to former owners of the acquiree and the equity interests issued by the Company. The measurement date for equity interests issued by the Company is the acquisition date. Acquisition-related costs, other than costs to issue debt or equity securities of the acquirer, are expensed as incurred. The costs to issue equity securities of the Company as consideration for the acquisition are reduced from share capital as share issue costs.

 

GOLDCORP  |   12


It generally requires time to obtain the information necessary to identify and measure the following as of the acquisition date:

 

  (i)

The identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree;

 

  (ii)

The consideration transferred in exchange for an interest in the acquiree;

 

  (iii)

In a business combination achieved in stages, the equity interest in the acquiree previously held by the acquirer; and

 

  (iv)

The resulting goodwill or gain on a bargain purchase.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports in its consolidated financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the Company will retrospectively adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognized as of that date. During the measurement period, the Company will also recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period ends as soon as the Company receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable and shall not exceed one year from the acquisition date.

Non-controlling interests are recorded at their proportionate share of the fair value of identifiable net assets acquired on initial recognition. The excess of: (i) total consideration transferred by the Company, measured at fair value, including contingent consideration, and (ii) the non-controlling interests in the acquiree, over the fair value of net assets acquired, is recorded as goodwill.

 

  (f)

Discontinued operations

A discontinued operation is a component of the Company that either has been disposed of, or is classified as held for sale, and: (i) represents a separate major line of business or geographical area of operation; (ii) is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operation; or (iii) is a subsidiary acquired exclusively with a view to resell.

A component of the Company comprises an operation and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company.

 

  (g)

Assets and liabilities held for sale

A non-current asset or disposal group of assets and liabilities (“disposal group”) is classified as held for sale, if its carrying amount will be recovered principally through a sale transaction rather than through continuing use, and when the following criteria are met:

 

  (i)

The non-current asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; and

 

  (ii)

The sale of the non-current asset or disposal group is highly probable. For the sale to be highly probable:

 

  a.

The appropriate level of management must be committed to a plan to sell the asset or disposal group;

 

  b.

An active program to locate a buyer and complete the plan must have been initiated;

 

  c.

The non-current asset or disposal group must be actively marketed for sale at a price that is reasonable in relation to its current fair value;

 

  d.

The sale should be expected to qualify for recognition as a completed sale within one year from the date of classification as held for sale (with certain exceptions); and

 

GOLDCORP  |   13


(In millions of United States dollars, except where noted)

 

  e.

Actions required to complete the plan should indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Non-current assets and disposal groups are classified as held for sale from the date these criteria are met and are measured at the lower of the carrying amount and FVLCD. If the FVLCD is lower than the carrying amount, an impairment loss is recognized in net earnings. Upon classification as held for sale, non-current assets are no longer depreciated.

 

  (h)

Foreign currency translation

The functional and presentation currency of the Company and each of its subsidiaries, associates and joint arrangements is the US dollar. Accordingly, foreign currency transactions and balances of the Company’s subsidiaries, associates and joint arrangements are translated as follows: (i) monetary assets and liabilities denominated in currencies other than the US dollar (“foreign currencies”) are translated into US dollars at the exchange rates prevailing at the balance sheet date; (ii) non-monetary assets denominated in foreign currencies and measured at other than fair value are translated using the rates of exchange at the transaction dates; (iii) non-monetary assets denominated in foreign currencies that are measured at fair value are translated using the rates of exchange at the dates those fair values are determined; and (iv) income statement items denominated in foreign currencies are principally translated using daily exchange rates, except for depreciation and depletion which is translated at historical exchange rates.

Foreign exchange gains and losses are recognized in net earnings and presented in the Consolidated Statements of Earnings in accordance with the nature of the transactions to which the foreign currency gains and losses relate. Unrealized foreign exchange gains and losses on cash and cash equivalent balances denominated in foreign currencies are disclosed separately in the Consolidated Statements of Cash Flows.

 

  (i)

Revenue recognition

The Company includes proceeds from the sale of all metals in revenue. The Company’s primary product is gold and other metals produced as part of the extraction process are considered to be by-products arising from the production of gold. Revenue from the sale of metals is recognized when the significant risks and rewards of ownership have passed to the buyer; it is probable that economic benefits associated with the transaction will flow to the Company; the sale price can be measured reliably; the Company has no significant continuing involvement; and the costs incurred or to be incurred in respect of the transaction can be measured reliably. In circumstances where title is retained to protect the financial security interests of the Company, revenue is recognized when the significant risks and rewards of ownership have passed to the buyer.

The initial sales price of the Company’s concentrate metal sales is determined on a provisional basis at the date of sale. The final sales price is based on the monthly average London Metal Exchange or London Bullion Market Association prices with monthly movements between the provisional and final pricing recognized in revenue. The period between provisional invoicing and final pricing, or settlement period, is typically between 30 and 120 days. Revenue on provisionally priced sales is recognized based on the estimated fair value of the total consideration receivable. These provisional sales contain an embedded derivative instrument which represents the forward contract for which the provisional sale is subsequently adjusted and is required to be separated from the host contract. Accordingly, the fair value of the final sales price adjustment is re-estimated by reference to forward market prices at each period end and changes in fair value are recognized as an adjustment to revenue. Accounts receivable for metal concentrate sales are therefore measured at fair value. Refining and treatment charges are netted against revenues from metal concentrate sales.

 

  (j)

Earnings per share

Earnings per share calculations are based on the weighted average number of common shares outstanding during the period. For calculations of diluted earnings per share, the weighted average number of common shares outstanding are adjusted to include the effects of restricted share units and dilutive stock options, whereby proceeds from the potential exercise of dilutive stock options with exercise prices that are below the average market price of the underlying shares are assumed to be used in purchasing the Company’s common shares at their average market price for the period.

 

  (k)

Cash and cash equivalents

Cash and cash equivalents include cash and short-term money market investments that are readily convertible to cash with original terms of three months or less.

 

GOLDCORP  |   14


  (l)

Inventories and stockpiled ore

Finished goods, work-in-process, heap leach ore and stockpiled ore are measured at the lower of weighted average cost and net realizable value. Net realizable value is calculated as the estimated price at the time of sale based on prevailing and long-term metal prices less estimated future costs to convert the inventories into saleable form and estimated costs to sell. At operations where the ore extracted contains significant amounts of metals other than gold, primarily silver, copper, lead and zinc, cost is allocated between the joint products on a pro-rata basis. Incremental processing costs directly related to a joint product are allocated to that metal. Stockpiled ore and ore on leach pads that is expected to take longer than 12 months to recover is presented as a non-current asset.

Ore extracted from the mines is generally stockpiled and subsequently processed into finished goods (gold and by-products in doré or concentrate form). Costs are included in work-in-process inventory based on current costs incurred up to the point prior to the refining process, including applicable depreciation and depletion of mining interests, and removed at the weighted average cost per recoverable ounce of gold. The average costs of finished goods represent the average costs of work-in-process inventories incurred prior to the refining process, plus applicable refining costs.

The recovery of gold and by-products from certain oxide ore is achieved through a heap leaching process at Peñasquito. Under this method, ore is stacked on leach pads and treated with a cyanide solution that dissolves the gold contained within the ore. The resulting pregnant solution is further processed in a plant where the gold is recovered. Costs are included in heap leach ore inventory based on current mining and leaching costs, including applicable depreciation and depletion of mining interests, and removed from heap leach ore inventory as ounces of gold are recovered at the weighted average cost per recoverable ounce of gold on the leach pads. Estimates of recoverable gold on the leach pads are calculated based on the quantities of ore placed on the leach pads (measured tonnes added to the leach pads), the grade of ore placed on the leach pads (based on assay data), and a recovery percentage (based on ore type).

Supplies are measured at weighted average cost. In the event that the net realizable value of the finished product, the production of which the supplies are held for use in, is lower than the expected cost of the finished product, the supplies are written down to net realizable value.

The costs of inventories sold during the period are presented as mine operating costs in the Consolidated Statements of Earnings.

 

  (m)

Mining interests

Mining interests include mining properties, related plant and equipment, and the Company’s investments in associates and joint venture .

Mining properties

Mining properties are comprised of reserves, resources and exploration potential. The value associated with resources and exploration potential is the value beyond proven and probable reserves.

Resources represent the property interests that are believed to potentially contain economic mineralized material such as inferred material within pits; measured, indicated and inferred resources with insufficient drill spacing to qualify as proven and probable reserves; and inferred resources in close proximity to proven and probable reserves. Exploration potential represents the estimated mineralized material contained within: (i) areas adjacent to existing reserves and mineralization located within the immediate mine area; (ii) areas outside of immediate mine areas that are not part of measured, indicated, or inferred resources; and (iii) greenfields exploration potential that is not associated with any other production, development, or exploration stage property.

Recognition

Capitalized costs of mining properties include the following:

 

  (i)

Costs of acquiring production, development and exploration stage properties in asset acquisitions;

 

  (ii)

Costs attributed to mining properties acquired in business combinations;

 

GOLDCORP  |   15


(In millions of United States dollars, except where noted)

 

  (iii)

Expenditures incurred to develop mining properties;

 

  (iv)

Economically recoverable exploration and evaluation expenditures;

 

  (v)

Borrowing costs incurred that are attributable to qualifying mining properties;

 

  (vi)

Certain costs incurred during production, net of proceeds from sales, prior to reaching operating levels intended by management; and

 

  (vii)

Estimates of reclamation and closure costs (note 3(p)) .

Acquisitions:

The cost of acquiring a mining property as part of a business combination is capitalized and represents the property’s fair value at the date of acquisition. The purchase consideration of the acquisition of a mining property determined to be an asset acquisition is allocated to the individual assets acquired and liabilities assumed based on their relative fair values. Fair value is determined by estimating the value of the property’s reserves, resources and exploration potential.

Development expenditures:

Drilling and related costs incurred to define and delineate a mineral deposit that has not been classified as proven and probable reserves are capitalized and included in the carrying amount of the related property in the period incurred, when management determines that it is probable that the expenditures will result in a future economic benefit to the Company.

In open pit mining operations, it is necessary to incur costs to remove overburden and other mine waste materials in order to access the ore body (stripping costs). Stripping costs incurred prior to the production stage of a mining property (pre-stripping costs) are capitalized as part of the carrying amount of the related mining property.

Exploration and evaluation expenditures:

The costs of acquiring rights to explore, exploratory drilling and related costs incurred on sites without an existing mine and on areas outside the boundary of a known mineral deposit which contain proven and probable reserves are exploration and evaluation expenditures and are expensed as incurred to the date of establishing that costs incurred are economically recoverable. Exploration and evaluation expenditures incurred subsequent to the establishment of economic recoverability are capitalized and included in the carrying amount of the related mining property.

Management uses the following criteria in its assessments of economic recoverability and probability of future economic benefit:

 

  (i)

Geology: there is sufficient geologic certainty of converting a mineral deposit into a proven and probable reserve. There is a history of conversion to reserves at operating mines;

 

  (ii)

Scoping, prefeasibility or feasibility: there is a scoping study, prefeasibility or preliminary feasibility study that demonstrates the additional reserves and resources will generate a positive commercial outcome. Known metallurgy provides a basis for concluding there is a significant likelihood of being able to recover the incremental costs of extraction and production;

 

  (iii)

Accessible facilities: the mineral deposit can be processed economically at accessible mining and processing facilities where applicable;

 

  (iv)

Life of mine plans: an overall life of mine plan and economic model to support the economic extraction of reserves and resources exists. A long-term life of mine plan and supporting geological model identifies the drilling and related development work required to expand or further define the existing ore body; and

 

  (v)

Authorizations: operating permits and feasible environmental programs exist or are obtainable.

Prior to capitalizing exploratory drilling, evaluation, development and related costs, management determines that the following conditions have been met:

 

  (i)

It is probable that a future economic benefit will flow to the Company;

 

GOLDCORP  |   16


  (ii)

The Company can obtain the benefit and controls access to it;

 

  (iii)

The transaction or event giving rise to the future economic benefit has already occurred; and

 

  (iv)

Costs incurred can be measured reliably.

Borrowing costs:

Borrowing costs incurred that are attributable to acquiring and developing exploration and development stage mining properties and constructing new facilities (“qualifying assets”) are capitalized and included in the carrying amounts of qualifying assets until those qualifying assets are ready for their intended use, which in the case of mining properties, is when the mining property reaches commercial production. Capitalization commences on the date that expenditures for the qualifying asset are incurred, borrowing costs are being incurred by the Company and activities that are necessary to prepare the qualifying asset for its intended use are being undertaken. All other borrowing costs are expensed in the period in which they are incurred. For funds obtained from general borrowing, the amount capitalized is calculated using a weighted average of rates applicable to the borrowings during the period. For funds borrowed that are directly attributable to a qualifying asset, the amount capitalized represents the actual borrowing costs incurred on the specific borrowings.

Costs incurred during production:

Capitalization of costs incurred ceases when the mining property is capable of operating at levels intended by management. Costs incurred prior to this point, including depreciation of related plant and equipment, are capitalized and proceeds from sales during this period are offset against costs capitalized.

Development costs incurred to maintain current production are included in mine operating costs. These costs include the development and access (tunnelling) costs of production drifts to develop the ore body in the current production cycle.

During the production phase of a mine, stripping costs incurred that provide access to a component of reserves and resources that will be produced in future periods and that would not have otherwise been accessible are capitalized (“stripping activity asset”). The costs qualifying for capitalization are those costs directly incurred to perform the stripping activity that improves access to the identified component of ore, plus an allocation of directly attributable overhead costs, and which are determined using a strip ratio methodology. The strip ratio represents the ratio of the estimated total volume of waste material to the estimated total quantity of economically recoverable ore of the component of the reserves and resources for which access has been improved.The stripping activity asset is included as part of the carrying amount of the mining property. Capitalized stripping costs are amortized based on the estimated recoverable ounces contained in reserves and resources that directly benefit from the stripping activities. Costs for waste removal that do not give rise to future economic benefits are included in mine operating costs in the period in which they are incurred.

Measurement

Mining properties are recorded at cost less accumulated depletion and impairment losses.

Depletion:

The carrying amounts of mining properties are depleted using the unit-of-production method over the estimated recoverable ounces, when the mine is capable of operating at levels intended by management. Under this method, depletable costs are multiplied by the number of ounces produced, and divided by the estimated recoverable ounces contained in proven and probable reserves and a portion of resources where it is considered highly probable that those resources will be economically extracted. During the year ended December 31, 2017, depletion expense would have increased by $63 million (2016 – $80 million) if resources were excluded from recoverable ounces.

A mine is capable of operating at levels intended by management when:

 

  (i)

Operational commissioning of major mine and plant components is complete;

 

  (ii)

Operating results are being achieved consistently for a period of time;

 

  (iii)

There are indicators that these operating results will be continued; and

 

GOLDCORP  |   17


(In millions of United States dollars, except where noted)

 

  (iv)

Other factors are present, including one or more of the following: A significant portion of plant/mill capacity has been achieved; a significant portion of available funding is directed towards operating activities; a pre-determined, reasonable period of time has passed; or significant milestones for the development of the mining property have been achieved.

Management reviews the estimated total recoverable ounces contained in depletable reserves and resources annually, and when events and circumstances indicate that such a review should be made. Changes to estimated total recoverable ounces contained in depletable reserves and resources are accounted for prospectively.

Impairment and reversal of impairment:

At the end of each reporting period, the Company reviews its mining properties and plant and equipment at the CGU level to determine whether there is any indication that these assets are impaired. If any such indication exists, the recoverable amount of the relevant CGU is estimated in order to determine the extent of impairment. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The Company’s CGUs are its mine sites, represented by its principal producing mining properties and significant development projects.

The recoverable amount of a mine site is the greater of its FVLCD and VIU. In determining the recoverable amounts of each of the Company’s mine sites, the Company uses the FVLCD as this will generally be greater than or equal to the VIU. When there is no binding sales agreement, FVLCD is primarily estimated as the discounted future after-tax cash flows expected to be derived from a mine site, less an amount for costs to sell estimated based on similar past transactions. When discounting estimated future after-tax cash flows, the Company uses its after-tax weighted average cost of capital. Estimated cash flows are based on expected future production, metal selling prices, operating costs and capital expenditures. Continued access to the estimated recoverable reserves, resources and exploration potential of the Company’s mining interests is a key assumption in determining their recoverable amounts. The ability to maintain existing or obtain necessary mining concessions, surface rights title, and water concessions is integral to the access of the reserves, resources and exploration potential. A mining concession gives its holder the right to carry out mining activities in the area covered by that concession and take ownership of any minerals found, but it does not always grant surface access rights. In some jurisdictions surface access rights must be separately negotiated with the owner of the surface lands and in the event of a dispute or failed negotiations, administrative legal process may be available. In other jurisdictions, surface access rights may be granted along with mining rights. Water concessions provide its holder the right to specified levels of water usage and are granted based on water availability in the source area.

If the recoverable amount of a mine site is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. The carrying amount of each mine site includes the carrying amounts of mining properties, plant and equipment, goodwill and related deferred income tax balances, net of the mine site reclamation and closure cost provision. In addition, the carrying amounts of the Company’s corporate assets are allocated to the relevant mine sites for impairment purposes. Impairment losses are recognized in net earnings in the period in which they are incurred. The allocation of an impairment loss, if any, for a particular mine site to its mining properties and plant and equipment is based on the relative carrying amounts of those assets at the date of impairment. Those mine sites which have been impaired are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed. When an impairment loss reverses in a subsequent period, the revised carrying amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset previously, less subsequent depreciation and depletion. Reversals of impairment losses are recognized in net earnings in the period in which the reversals occur.

Plant and equipment

Plant and equipment are recorded at cost less accumulated depreciation and impairment losses. Costs capitalized for plant and equipment include borrowing costs incurred that are attributable to qualifying plant and equipment. The carrying amounts of plant and equipment are depreciated using either the straight-line or unit-of-production method over the shorter of the estimated useful life of the asset or the life of mine. The significant classes of depreciable plant and equipment and their estimated useful lives are as follows:

 

Mill and mill components

   life of mine

Underground infrastructure

   life of mine

Mobile equipment components

   3 to 15 years

 

GOLDCORP  |   18


Assets under construction are depreciated when they are substantially complete and available for their intended use, over their estimated useful lives.

Management reviews the estimated useful lives, residual values and depreciation methods of the Company’s plant and equipment at the end of each financial year, and when events and circumstances indicate that such a review should be made. Changes to estimated useful lives, residual values or depreciation methods resulting from such review are accounted for prospectively.

Derecognition

Upon disposal or abandonment, the carrying amounts of mining properties and plant and equipment are derecognized and any associated gains or losses are recognized in net earnings. The cost and accumulated depreciation and depletion and impairment of fully depleted mineral properties and fully depreciated plant and equipment are derecognized.

 

  (n)

Leases

Contracts which contain the legal form of a lease are classified as either finance or operating leases. Finance leases represent leases that transfer substantially all of the risks and rewards of ownership of the leased asset. They are capitalized at the commencement of the lease at the lower of the fair value of the leased asset and the present value of the minimum lease payments and these capitalized costs are depreciated over the shorter of the period of expected use and the lease term. Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Operating lease payments are included in production costs in the Company’s Consolidated Statements of Earnings on a straight-line basis over the period of the lease. In addition to contracts which take the legal form of a lease, other significant contracts are assessed to determine whether, in substance, they are or contain a lease, if the contractual arrangement contains the use of a specific asset and the right to use that asset.

 

  (o)

Income Taxes

The Company uses the liability method of accounting for income taxes. Under the liability method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, unused tax losses and other income tax deductions. Deferred income tax assets are recognized for deductible temporary differences, unused tax losses and other income tax deductions to the extent that it is probable the Company will have taxable income against which those deductible temporary differences, unused tax losses and other income tax deductions can be utilized. The extent to which deductible temporary differences, unused tax losses and other income tax deductions are expected to be realized is reassessed at the end of each reporting period.

In a business combination, temporary differences arise as a result of differences between the fair values of identifiable assets and liabilities acquired and their respective tax bases. Deferred income tax assets and liabilities are recognized for the tax effects of these differences. Deferred income tax assets and liabilities are not recognized for temporary differences arising from goodwill or from the initial recognition of assets and liabilities acquired in a transaction other than a business combination which do not affect either accounting or taxable income or loss.

Deferred income tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the related assets are realized or the liabilities are settled. The measurement of deferred income tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover and settle the carrying amounts of its assets and liabilities, respectively. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period in which the change is substantively enacted.

The Company records foreign exchange gains and losses representing the impacts of movements in foreign exchange rates on the tax bases of non-monetary assets and liabilities which are denominated in foreign currencies. Foreign exchange gains and losses relating to deferred income taxes and current income taxes are included in deferred income tax expense/recovery and current income tax expense/recovery, respectively in the Consolidated Statements of Earnings.

Current and deferred income tax expense or recovery are recognized in net earnings except when they arise as a result of items recognized in other comprehensive income or directly in equity, in which case the related current and deferred income taxes are also recognized in other comprehensive income or directly in equity, respectively.

 

GOLDCORP  |   19


(In millions of United States dollars, except where noted)

 

  (p)

Provisions

Provisions are liabilities that are uncertain in timing or amount. The Company records a provision when and only when:

 

  (i)

The Company has a present obligation (legal or constructive) as a result of a past event;

 

  (ii)

It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

 

  (iii)

A reliable estimate can be made of the amount of the obligation.

Constructive obligations are obligations that derive from the Company’s actions where:

 

  (i)

By an established pattern of past practice, published policies or a sufficiently specific current statement, the Company has indicated to other parties that it will accept certain responsibilities; and

 

  (ii)

As a result, the Company has created a valid expectation on the part of those other parties that it will discharge those responsibilities.

Provisions are reviewed at the end of each reporting period and adjusted or reversed to reflect management’s current best estimate of the expenditure required to settle the present obligation at the end of the reporting period. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed. Provisions are reduced by actual expenditures for which the provision was originally recognized. Where discounting has been used, the carrying amount of a provision is accreted during the period to reflect the passage of time. This accretion expense is included in finance costs in the Consolidated Statements of Earnings.

Reclamation and closure cost obligations

The Company records a provision for the estimated future costs of reclamation and closure of operating, closed and inactive mines and development projects when environmental disturbance occurs or a constructive obligation arises. Future costs represent management’s best estimates which incorporate assumptions on the effects of inflation, movements in foreign exchange rates, the effects of country and other specific risks associated with the related liabilities. These estimates of future costs are discounted to net present value using the risk-free interest rate applicable to the future cash outflows. The provision for the Company’s reclamation and closure cost obligations is accreted over time to reflect the unwinding of the discount with the accretion expense included in finance costs in the Consolidated Statements of Earnings. The provision for reclamation and closure cost obligations is remeasured at the end of each reporting period for changes in estimates or circumstances. Changes in estimates or circumstances include changes in legal or regulatory requirements, increased obligations arising from additional mining and exploration activities, changes to cost estimates and changes to the risk-free interest rates.

Reclamation and closure cost obligations relating to operating mines and development projects are initially recorded with a corresponding increase to the carrying amounts of related mining properties. Changes to the obligations which may arise as a result of changes in estimates and assumptions are also accounted for as changes in the carrying amounts of related mining properties, except where a reduction in the obligation is greater than the capitalized reclamation and closure costs, in which case, the capitalized reclamation and closure costs are reduced to nil and the remaining adjustment is included in production costs in the Consolidated Statements of Earnings. Reclamation and closure cost obligations related to inactive and closed mines are included in production costs in the Consolidated Statements of Earnings on initial recognition and subsequently when remeasured.

 

  (q)

Financial instruments

Measurement – initial recognition

On initial recognition, all financial assets and financial liabilities are recorded at fair value, net of attributable transaction costs, except for financial assets and liabilities classified as at fair value through profit or loss (“FVTPL”). The directly attributable transaction costs of financial assets and liabilities classified as at FVTPL are expensed in the period in which they are incurred.

Classification and measurement – subsequent to initial recognition

 

GOLDCORP  |   20


Subsequent measurement of financial assets and liabilities depends on the classifications of such assets and liabilities.

Classified as at FVTPL:

Financial assets and liabilities classified as at FVTPL are measured at fair value with changes in fair values recognized in net earnings. Financial assets and liabilities are classified as at FVTPL when: (i) they are acquired or incurred principally for short-term profit taking and/or meet the definition of a derivative (held-for-trading); or (ii) they meet the criteria for being designated as at FVTPL and have been designated as such on initial recognition.

A contract to buy or sell non-financial items that can be settled net in cash, which include non-financial items that are readily convertible to cash, that has not been entered into and held for the purpose of receipt or delivery of non-financial items in accordance with the Company’s expected purchase, sale or use meets the definition of a non-financial derivative. Derivatives are classified as either hedges of highly probable forecasted transactions (“cash flow hedges”) or non-hedge derivatives.

Derivative instruments designated as cash flow hedges:

On initial designation of the derivative as a cash flow hedge, the Company documents the relationship between the hedging instrument and hedged item and assesses the effectiveness of the hedging instrument in offsetting the changes in the cash flows attributable to the hedged risk and whether the forecast transaction is highly probable. Subsequent assessment will be performed on an ongoing basis to determine that the hedging instruments have been highly effective throughout the reporting periods for which they were designated. The changes in the fair value of derivatives that are designated and determined to be effective in offsetting forecasted cash flows is recognized in other comprehensive income (loss) (“OCI”). The gain or loss relating to the ineffective portion is recognized immediately as Gain (loss) on derivatives, net, in the Consolidated Statements of Earnings.

When the forecasted transaction impacts earnings, the cumulative gains or losses that were recorded in Accumulated other comprehensive income (loss) (“AOCI”) are reclassified to earnings in the same period or periods during which the hedged transaction has occurred. When the forecasted transaction that is hedged results in the recognition of a non-financial asset, the cumulative gains or losses that were recorded in AOCI are reclassified and included in the carrying amount of the asset.

When a derivative designated as a cash flow hedge expires or is sold and the forecasted transaction is still expected to occur, any cumulative gain or loss relating to the derivative that is recorded in AOCI at that time remains in AOCI and is recognized in the Consolidated Statements of Earnings when the forecasted transaction occurs. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss that was recorded in AOCI is immediately transferred to the Consolidated Statements of Earnings.

Non-hedge derivatives

Derivative instruments that do not qualify as cash flow hedges are recorded at fair value with changes in fair value recognized in net earnings.

Classified as available-for-sale:

A financial asset is classified as available-for-sale when: (i) it is not classified as a loan and receivable, a held-to-maturity investment or as at FVTPL; or (ii) it is designated as available-for-sale on initial recognition. The Company has investments in equity securities in accordance with its long-term investment plans. The Company’s investments in equity securities are classified as available-for-sale and are measured at fair value with mark-to-market gains and losses recognized in OCI and accumulated in the investment revaluation reserve within equity until the financial assets are derecognized or there is objective evidence that the financial assets are impaired. When available-for-sale investments in marketable securities and equity securities are derecognized, the cumulative mark-to-market gains or losses that had been previously recognized in OCI are reclassified to earnings for the period. When there is objective evidence that an available-for-sale financial asset is impaired, the cumulative loss that had been previously recognized in OCI is reclassified to earnings for the period. Equity securities are classified as non-current assets if the Company intends to hold the investment for more than 12 months, otherwise, they are classified as marketable securities and included in other current assets. At December 31, 2017 and 2016, all of the Company’s equity securities were classified as non-current assets.

 

GOLDCORP  |   21


(In millions of United States dollars, except where noted)

 

Loans and receivables, held-to-maturity investments, and other financial liabilities:

Financial assets classified as loans and receivables, held-to-maturity investments, and other financial liabilities are measured at amortized cost using the effective interest method. The effective interest method calculates the amortized cost of a financial asset or financial liability and allocates the effective interest income or interest expense over the term of the financial asset or financial liability, respectively. The interest rate is the rate that exactly discounts estimated future cash receipts or payments throughout the term of the financial instrument to the net carrying amount of the financial asset or financial liability, respectively.

When there is objective evidence that an impairment loss on a financial asset measured at amortized cost has been incurred, an impairment loss is recognized in net earnings for the period measured as the difference between the financial asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s effective interest rate at initial recognition.

Impairment

The Company assesses at the end of each reporting period whether there is objective evidence that financial assets are impaired. A financial asset is impaired and impairment losses are incurred if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset that has a negative impact on the estimated future cash flows of the financial asset that can be reliably estimated.

 

  (r)

Share-based payments

The fair value of the estimated number of stock options and restricted share units (“RSUs”) awarded to employees, officers and directors that will eventually vest, determined as of the date of grant, is recognized as share-based compensation expense within corporate administration in the Consolidated Statements of Earnings over the vesting period of the stock options and RSUs, with a corresponding increase to equity. The fair value of stock options is determined using the Black-Scholes option pricing model with market related inputs as of the date of grant. The fair value of RSUs is the market value of the underlying shares as of the date of grant. Stock options and RSUs with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values. Changes to the estimated number of awards that will eventually vest are accounted for prospectively.

Performance share units (“PSUs”) and phantom restricted units (“PRUs”) are settled in cash. The fair value of the estimated number of PSUs and PRUs awarded that will eventually vest, determined as of the date of grant, is recognized as share-based compensation expense within corporate administration expense in the Consolidated Statements of Earnings over the vesting period, with a corresponding amount recorded as a liability. Until the liability is settled, the fair value of the PSUs and PRUs is re-measured at the end of each reporting period and at the date of settlement, with changes in fair value recognized as share-based compensation expense or recovery over the vesting period. The fair value of PRUs is the market value of the underlying shares as of the date of valuation.

 

GOLDCORP  |   22


4.

CHANGES IN ACCOUNTING STANDARDS

Application of new and revised accounting standards:

The Company has adopted the narrow scope amendments to IFRS 12 - Disclosure of Interests in Other Entities and IAS 12 - Income Taxes which were effective for annual periods beginning on or after January 1, 2017. The amendments did not have an impact on the Company’s consolidated financial statements.

The Company has also adopted the amendments to IAS 7 - Statement of Cash Flows, which were effective for annual periods beginning on or after January 1, 2017. As a result of applying the amendment, the Company presented new disclosures relating to the changes in financial liabilities arising from financing activities (note 16) .

Changes in accounting standards not yet effective:

Revenue recognition

In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers (“IFRS 15”) which supersedes IAS 11 – Construction Contracts; IAS 18 – Revenue; IFRIC 13 – Customer Loyalty Programmes; IFRIC 15 – Agreements for the Construction of Real Estate; IFRIC 18 – Transfers of Assets from Customers; and SIC 31 – Revenue Barter Transactions involving Advertising Services . IFRS 15 establishes a single five-step model framework for determining the nature, amount, timing and uncertainty of revenue and cash flows arising from a contract with a customer. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. Either a modified retrospective application or full retrospective application is required for IFRS 15. The Company has elected to apply the full retrospective approach upon transition on January 1, 2018.

The core principle of IFRS 15 is that revenue related to the transfer of promised goods or services should be recognized when the control of the goods or services passes to customers. The Company has evaluated the impact of applying IFRS 15, analyzing its bullion, doré and concentrate sale agreements. The Company concluded there is no material change in the timing of revenue recognized under the new standard as the point of transfer of risk and reward for goods and services and transfer of control occur at the same time.

In addition, IFRS 15 requires entities to apportion revenue earned from contracts to distinct performance obligations on a relative standalone selling price basis. In accordance with the terms of the Company’s concentrate agreements, the seller must contract for and pay the shipping and insurance costs necessary to bring the goods to the named destination. Therefore, where material, a portion of the revenue earned under these contracts, representing the obligation to fulfill the shipping and insurance services, will be deferred and recognized over time as the obligations are fulfilled. The impact of this change on the amount of revenue recognized in a year is insignificant.

IFRS 15 contains presentation and disclosure requirements which are more detailed than the current standards, many of which are completely new. Upon the adoption of IFRS 15, the Company will provide disclosures for each of the Company’s revenue streams, which consist of the Company’s bullion, doré and concentrate sales, to supplement the revenue data that are currently presented in the segmented information disclosure ( note 9 ). New disclosures will be presented relating to the timing of completion of the Company’s performance obligations, for example, upon delivery and/or other points in time, and the portion of revenue related to provisional pricing adjustments on concentrate sales will also be separately disclosed.

Financial instruments

In July 2014, the IASB issued the final version of IFRS 9 – Financial Instruments (“IFRS 9”) to replace IAS 39 – Financial Instruments: Recognition and Measurement . IFRS 9 provides a revised model for recognition and measurement of financial instruments and a single, forward-looking ‘expected loss’ impairment model. IFRS 9 also includes significant changes to hedge accounting. The standard is effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Company will apply IFRS 9 at the date it becomes effective. Except for hedge accounting, retrospective application is required, but the provision of comparative information is not required. For hedge accounting, the requirements are generally applied prospectively.

The following summarizes the significant changes in IFRS 9 compared to the current standards:

 

   

The classification of financial assets and liabilities is expected to remain consistent under IFRS 9 with the exception of equity securities. The Company will designate its equity securities as financial assets at fair value through other comprehensive income, where they will be recorded initially at fair value. Subsequent changes in fair value will be recognized in other comprehensive income only and will not be transferred into earnings (loss) upon disposition.

 

   

The introduction of the new “expected credit loss” impairment model under IFRS 9, as opposed to an incurred credit loss model under IAS 39, does not have a significant impact on the Company’s accounts receivable given the Company sells its

 

GOLDCORP  |   23


(In millions of United States dollars, except where noted)

 

 

products exclusively to large international financial institutions and other organizations with strong credit ratings, the negligible historical level of customer default, and the short term nature of the Company’s receivables.

 

   

The new general hedge accounting requirements retain the three types of hedge accounting mechanisms currently available under IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedge accounting. As a result, certain of the Company’s hedging strategies and hedging instruments that did not qualify for hedge accounting previously, primarily the hedging of its forecast concentrate sales, will now be eligible for hedge accounting. In addition, the effectiveness test has been replaced with the principle of an “economic relationship”. Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity’s risk management activities have also been introduced.

Leases

In January 2016, the IASB issued IFRS 16 – Leases (“IFRS 16”) which replaces IAS 17 – Leases and its associated interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to the current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019, with early application permitted for entities that apply IFRS 15. A leasee can choose to apply IFRS 16 using either a full retrospective or a modified retrospective approach. The Company plans to apply IFRS 16 at the date it becomes effective but has not yet selected a transition approach.

Upon the adoption of IFRS 16, the Company anticipates it will record a material balance of lease assets and associated lease liabilities related to leases with a term of 12 months or more on the Consolidated Balance Sheet at January 1, 2019. Due to the recognition of additional lease assets and liabilities, a higher amount of depreciation expense and interest on lease liabilities will be recognized under IFRS 16 as compared to the current standard. Additionally, a reduction in production and/or corporate administration costs is expected. Lastly, the Company expects a reduction in operating cash outflows with a corresponding increase in financing cash outflows under IFRS 16. The Company is in the process of identifying and collecting data relating to existing agreements that may contain right-of-use assets. These include land easements and service contracts that may contain embedded leases for property, plant and equipment. At this time, it is not possible for the Company to make reasonable quantitative estimates of the effects of the new standard. The Company estimates the time frame to develop and implement the accounting policies, estimates and processes (including the information technology systems) will extend into the latter part of 2018.

 

5 .

CRITICAL JUDGEMENTS IN APPLYING ACCOUNTING POLICIES

The critical judgements that the Company’s management has made in the process of applying the Company’s accounting policies, apart from those involving estimations (note 6) , that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:

 

  (a)

Operating levels intended by management

Prior to a mine being capable of operating at levels intended by management, costs incurred are capitalized as part of the costs of the related mining properties and proceeds from mineral sales are offset against costs capitalized. Depletion of capitalized costs for mining properties begins when the mine is capable of operating at levels intended by management. Management considers several factors (note 3(m)) in determining when a mining property is capable of operating at levels intended by management.

 

  (b)

Economic recoverability and probability of future economic benefits of exploration, evaluation and development costs

Management has determined that exploratory drilling, evaluation, development and related costs incurred which have been capitalized are economically recoverable. Management uses several criteria (note 3(m)) in its assessments of economic recoverability and probability of future economic benefit including geologic and metallurgic information, history of conversion of mineral deposits to proven and probable reserves, scoping and feasibility studies, accessible facilities, existing permits and life of mine plans.

 

GOLDCORP  |   24


  (c)

Functional currency

The functional currency for each of the Company’s subsidiaries and investments in associate, is the currency of the primary economic environment in which the entity operates. The Company has determined the functional currency of each entity is the US dollar. Determination of functional currency may involve certain judgements to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

 

GOLDCORP  |   25


(In millions of United States dollars, except where noted)

 

  (d)

Asset held for sale and discontinued operation

The Company applies judgement to determine whether an asset or disposal group is available for immediate sale in its present condition and that its sale is highly probable and therefore should be classified as held for sale at the balance sheet date. Conditions that support a highly probable sale include the following: an appropriate level of management is committed to a plan to sell the asset or disposal group, an active program to locate a buyer and complete the plan has been initiated, the asset or disposal group has been actively marketed for sale at a price that is reasonable in relation to its current fair value, and the sale of the asset or disposal group is expected to qualify for recognition as a completed sale within one year from the date of classification as held for sale. At December 31, 2016, the Company concluded that the assets and liabilities of Los Filos met the criteria for classification as held for sale. Accordingly, the group of assets and liabilities were presented separately under current assets and current liabilities, respectively, and measured at the lower of its carrying amount and FVLCD, being its carrying amount. A reversal of impairment loss of $59 million was recorded for Los Filos during the year ended December 31, 2016 (note 21) to increase its carrying amount to its recoverable amount . A subsequent impairment of $16 million was recognized during the year ended December 31, 2017 based on changes to the carrying value of the Los Filos assets as a result of normal operations prior to its disposal. The assets of Los Filos ceased to be depreciated while they were classified as held for sale.

The Company also applies judgement to determine whether a component of the Company that either has been disposed of or is classified as held for sale meets the criteria of a discontinued operation. The key area that involves management judgement in this determination is whether the component represents a separate major line of business or geographical area of operation. Given that the Company continues to operate in Mexico after the disposal of Los Filos, Los Filos was not considered to be a separate major line of business or geographical area of operation, thus it was not considered to be a discontinued operation.

 

  (e)

Business combinations

Determination of whether a set of assets acquired and liabilities assumed constitute the acquisition of a business or asset may require the Company to make certain judgements as to whether or not the assets acquired and liabilities assumed include the inputs, processes and outputs necessary to constitute a business as defined in IFRS 3 – Business Combinations . If an acquired set of assets and liabilities includes goodwill, the set is presumed to be a business. Based on an assessment of the relevant facts and circumstances, the Company concluded that the acquisition of its interests in the Cerro Casale project and Exeter in 2017 and Kaminak in 2016 did not meet the criteria of a business combination and the transactions have been accounted for as acquisitions of assets (notes 7(a) and 7(b)) .

 

  (f)

Determination of control of subsidiaries and joint arrangements

Judgement is required to determine when the Company has control of subsidiaries or joint control of joint arrangements. This requires an assessment of the relevant activities of the investee, being those activities that significantly affect the investee’s returns, including operating and capital expenditure decision-making, financing of the investee, and the appointment, remuneration and termination of key management personnel; and when the decisions in relation to those activities are under the control of the Company or require unanimous consent from the investors. Judgement is also required when determining the classification of a joint arrangement as a joint venture or a joint operation through an evaluation of the rights and obligations arising from the arrangement. Changes to the Company’s access to those rights and obligations may change the classification of that joint arrangement. In 2017, the Company entered into the following transactions which required judgement to determine when the Company has control of subsidiaries or joint control of joint arrangements:

 

  a.

Acquisition of Exeter

On June 7, 2017, based on the fact that Goldcorp has a majority ownership interest in Exeter, the majority of the Exeter board of directors were Goldcorp nominees and Exeter’s key management personnel was comprised of officers appointed by Goldcorp, the Company concluded that it has control over Exeter. Accordingly, Exeter met the criteria to be classified as a subsidiary. Commencing at the acquisition date of June 7, 2017, the financial results of Exeter were included in the results of the consolidated group and the portion of Exeter’s net assets that was not attributable to Goldcorp was accounted for as non-controlling interest (note 7(a)) .

 

GOLDCORP  |   26


  b.

Accounting for the 50% interest in Cerro Casale and Caspiche

Based on assessment of the relevant facts and circumstances, primarily the requirement for unanimous agreement on management decisions relating to the development and operation of the arrangement, the Company concluded that the Norte Abierto Project is a jointly controlled entity. Judgement is also required when determining the classification of a joint arrangement as a joint venture or a joint operation through an evaluation of the rights and obligations arising from the arrangement. Despite the fact that the joint venture is a limited liability company and the parties do not have rights and obligations to individual assets and liabilities, the Company concluded that the Norte Abierto Project is a joint operation as the arrangement requires the owners to purchase the output on a pro rata basis, indicating that the entity has rights and obligations to the separate assets and liabilities of the joint entity. As such, the project has been proportionately consolidated with the results of the consolidated group (note 7(a)) .

 

  c.

Acquisition of equity interest in Leagold

As Goldcorp owns greater than 20% of Leagold, Goldcorp is considered to have significant influence over Leagold, and therefore, is required to account for its interest in Leagold using the equity method (note 8(a)) .

 

  (g)

Indicators of impairment and reversal of impairment

The Company considers both external and internal sources of information in assessing whether there are any indications that CGUs are impaired or reversal of impairment is needed. External sources of information the Company considers include changes in the market, economic and legal environment in which the Company operates that are not within its control and are expected to affect the recoverable amount of CGUs. Internal sources of information the Company considers include the manner in which mining properties and plant and equipment are being used or are expected to be used and indications of economic performance of the assets. The primary external factors considered are changes in spot and forecast metal prices, changes in laws and regulations and the Company’s market capitalization relative to its net asset carrying amount. Primary internal factors considered are the Company’s current mine performance against expectations, changes in mineral reserves and resources, life of mine plans and exploration results.

At December 31, 2017, the carrying amount of the Company’s net assets exceeded the Company’s market capitalization, which the Company’s management considered to be an impairment indicator of certain of the Company’s CGUs as of December 31, 2017. Management also identified certain CGU-specific impairment and impairment reversal indicators as of December 31, 2017 (note 21) . Accordingly, the recoverable value was estimated and compared against the carrying value for the material CGUs of the Company, which resulted in the Company recognizing an impairment expense for Red Lake and reversals of impairment for Pueblo Viejo and Porcupine (note 21) .

 

  (h)

Income and value added taxes

The Company’s operations involve dealing with uncertainties and judgements in the application of complex tax regulations in multiple jurisdictions. The final income taxes paid and value added tax (“VAT”) refunds received are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of issues arising from VAT and/or income tax audits, such as the Company’s intercompany charges (note 30(a)) .

The Company recognizes potential liabilities and records tax liabilities for uncertain tax positions and matters identified based on its judgement of whether, and the extent to which, additional taxes will be due. The Company adjusts these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. If the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If the estimate of tax liabilities proves to be greater than the ultimate assessment, a tax benefit would result.

VAT receivables are generated on the purchase of supplies and services in most of the jurisdictions that the Company operates in. Timing and collection of VAT receivables is uncertain as VAT refund procedures in certain jurisdictions require a significant amount of information and follow-up. The Company is exposed to liquidity risk, credit risk and currency risk with respect to its VAT receivables if tax authorities are unwilling to make payments in a timely manner in accordance with the Company’s refund requests. The Company regularly monitors actual and projected collections of its VAT receivables to inform its assessment as to the collectability of the VAT receivables and classification as current and non-current assets.

 

GOLDCORP  |   27


(In millions of United States dollars, except where noted)

 

In June 2017, the Mexican government’s tax authority indicated that it had experienced an increase in VAT refund requests and as a result had commenced more in-depth assessments of the requests. In 2017, the Company collected $269 million of VAT refunds from the Mexican government, but the Mexican tax authority said it would withhold a portion of the VAT refunds until the authority’s evaluations are complete. At December 31, 2017, the total VAT receivable due to the Company from Mexican tax authorities was $186 million (December 31, 2016 – $237 million), including the tax receivables retained on the sale of Los Filos (note 8(a)) . The Company reassessed the collectability and classification of its Mexican VAT receivables and determined that no allowance was necessary in respect of collectability, but has classified $29 million of the $186 million VAT receivable balance at December 31, 2017 as a non-current asset. If on review of the Company’s VAT refund requests, the Mexican tax authority disallows any portion of the Company’s VAT refund requests then an additional charge to expense may result.

 

  (i)

Contingencies

Contingencies can be either possible assets or liabilities arising from past events which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. Such contingencies include, but are not limited to, environmental obligations, litigation, regulatory proceedings, tax matters and losses results from other events and developments. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgement regarding the outcome of future events.

 

6 .

KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of consolidated financial statements requires that the Company’s management make assumptions and estimates of effects of uncertain future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period. Actual results may differ from those estimates as the estimation process is inherently uncertain. Actual future outcomes could differ from present estimates and assumptions, potentially having material future effects on the Company’s consolidated financial statements. Estimates are reviewed on an ongoing basis and are based on historical experience and other facts and circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities are as follows:

 

  (a)

Impairment and reversal of impairment of mining interests

In determining the recoverable amounts of the Company’s mining interests, the Company primarily uses estimates of the discounted future after-tax cash flows expected to be derived from the Company’s mining properties, costs to sell the mining properties and the appropriate discount rate. The projected cash flows are significantly affected by changes in assumptions related to metal prices, changes in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, future capital expenditures, discount rates and exchange rates.

Significant changes in metal price forecasts, the amount of recoverable reserves, resources, and exploration potential, estimated future costs of production, capital expenditures, and/or the impact of changes in current economic conditions may result in a write-down or reversal of impairment of the carrying amounts of the Company’s mining interests and/or goodwill.

During the year ended December 31, 2017, the Company recognized a net impairment expense of $244 million (2016 – net impairment reversal of $49 million) in respect of the carrying amounts of certain mining interests (note 21) .

At December 31, 2017, the carrying amount of the Company’s mining interests was $20,047 million (December 31, 2016 – $19,572 million) (notes 19 and 20) .

 

  (b)

Depreciation and depletion

The carrying amounts of the Company’s mining properties are depleted based on recoverable ounces contained in proven and probable reserves and a portion of resources. The Company includes a portion of resources where it is considered probable that those resources will be economically extracted. Changes to estimates of recoverable ounces and depletable

 

GOLDCORP  |   28


costs including changes resulting from revisions to the Company’s mine plans and changes in metal price forecasts can result in changes to future depletion rates.

Plant and equipment not depleted on a unit of production basis based on recoverable ounces are depleted on a straight-line basis. Changes to estimates of the useful life and residual value may be impacted by the Company’s mine plans and rate of usage of these capital assets.

 

GOLDCORP  |   29


(In millions of United States dollars, except where noted)

 

  (c)

Deferred stripping costs

In determining whether stripping costs incurred during the production phase of an open pit mining property relate to reserves and resources that will be mined in a future period and therefore should be capitalized, the Company makes estimates of the stripping activity over the life of the component of reserves and resources which have been made accessible. Changes in estimated strip ratios can result in a change to the future capitalization of stripping costs incurred. At December 31, 2017, the carrying amount of stripping costs capitalized and included in mining properties was $204 million (December 31, 2016 – $205 million).

 

  (d)

Income taxes

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities ( note 14 ). In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. Forecasted cash flows from operations are based on life of mine projections internally developed and reviewed by management. Weight is attached to tax planning opportunities that are within the Company’s control, and are feasible and implementable without significant obstacles. The likelihood that tax positions taken will be sustained upon examination by applicable tax authorities is assessed based on individual facts and circumstances of the relevant tax position evaluated in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. At the end of each reporting period, the Company reassesses the probability of realizing unrecognized income tax assets.

 

  (e)

Estimated reclamation and closure costs

The Company’s provision for reclamation and closure cost obligations represents management’s best estimate of the present value of the future cash outflows required to settle the liability which reflects estimates of future costs, inflation, movements in foreign exchange rates, assumptions of risks associated with the future cash outflows and assumptions of probabilities of alternative estimates of future cash outflows, and the applicable risk-free interest rates for discounting those future cash outflows. Significant judgements and estimates are required in forming assumptions of future activities, future cash outflows and the timing of those cash outflows. These assumptions are formed based on environmental and regulatory requirements and the Company’s environmental policies which may give rise to constructive obligations. The Company’s assumptions are reviewed at the end of each reporting period and adjusted to reflect management’s current best estimate and changes in any of the above factors can result in a change to the provision recognized by the Company. At December 31, 2017, the Company’s total provision for reclamation and closure cost obligations was $599 million (December 31, 2016 – $622 million). The undiscounted value of these obligations at December 31, 2017 was $1,572 million (December 31, 2016 – $1,786 million) (note 25) .

For the purpose of calculating the present value of the provision for reclamation and closure cost obligations, the Company discounts the estimated future cash outflows using the risk-free interest rate applicable to the future cash outflows, which is the appropriate US Treasury risk-free rate which reflects the reclamation lifecycle estimated for all sites, including operating, inactive and closed mines and development projects. For those sites with a greater than 100-year reclamation lifecycle, a long-term risk-free rate is applied.

For the year ended December 31, 2017, the Company applied a 20-year risk-free rate of 2.94% (2016 – 2.94%) to all sites with the exception of those sites with a reclamation lifecycle of greater than 100 years where a 5.0% (2016 – 5.0%) risk-free rate was applied, which resulted in a weighted average discount rate of 4.1% (2016 – 4.1%).

Changes to reclamation and closure cost obligations are recorded with a corresponding change to the carrying amounts of the related mining properties (for operating mines and development projects) and as production costs (for inactive and closed mines) for the period. Adjustments to the carrying amounts of related mining properties can result in a change to future depletion expense.

 

GOLDCORP  |   30


  (f)

Contingencies

Due to the size, complexity and nature of the Company’s operations, various legal and tax matters are outstanding from time to time. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of the changes in its consolidated financial statements on the date such changes occur (note 30) .

 

GOLDCORP  |   31


(In millions of United States dollars, except where noted)

 

7.

ACQUISITIONS

 

  (a)

Acquisitions of Cerro Casale and Caspiche Projects

On June 9, 2017, the Company completed the acquisition of a 50% interest in the Cerro Casale Project. The transaction was executed in multiple steps, including the acquisition of a 25% interest by Goldcorp in the project from each of Kinross Gold Corporation (“Kinross”) and Barrick, which resulted in Barrick and Goldcorp each owning 50% of the project and subsequently forming a 50/50 joint operation with Barrick. The Cerro Casale Project is located in the Maricunga Gold Belt in the Atacama Region in northern Chile.

The Company also acquired 100% of the issued and outstanding shares of Exeter and its Caspiche Project, also located in the Maricunga Gold Belt. After completing the acquisition of the 100% interest in Exeter, Goldcorp contributed the Caspiche Project into the joint operation with Barrick, which resulted in a 50% interest held by each of Barrick and Goldcorp in the combined project, Norte Abierto.

The key steps in the transactions were as follows:

 

   

Acquisition of Kinross’ 25% interest in Cerro Casale and 100% interest in the Quebrada Seca exploration project for: (i) an initial cash payment of $260 million; (ii) the granting of a 1.25% royalty interest to Kinross on 25% of gross revenues derived from metal production from Cerro Casale and Quebrada Seca, with Kinross foregoing the first $10 million payable; (iii) a contingent payment of $40 million payable after a decision to commence construction at Cerro Casale; and (iv) the assumption of a $20 million obligation to Barrick payable on commercial production at Cerro Casale.

 

   

Acquisition of an additional 25% interest in Cerro Casale from Barrick for: (i) a deferred payment obligation of $260 million to be satisfied through the funding of 100% of the joint operation’s expenditures (as described below); (ii) the granting of a 1.25% royalty interest to Barrick on 25% of gross revenues derived from metal production from Cerro Casale and Quebrada Seca; (iii) a contingent payment of $40 million payable after a decision to commence construction at Cerro Casale; and (iv) the transfer to Barrick of a 50% interest in Quebrada Seca, followed by the joint contribution by Goldcorp and Barrick of 100% of Quebrada Seca to the joint operation.

 

   

Acquisition of Exeter and its 100% owned Caspiche Project: under the terms of the supported takeover bid, Exeter shareholders received 0.12 of a common share of Goldcorp for each Exeter common share held. During the year ended December 31, 2017, the Company acquired all of the issued and outstanding common shares of Exeter for share consideration of $156 million in Goldcorp common shares.

 

   

Formation of a new 50/50 joint operation with Barrick : The joint operation, Norte Abiero, includes a 100% interest in each of the Cerro Casale and Quebrada Seca projects. Additionally, the Caspiche Project was contributed to the joint operation after the Company acquired Exeter. 50% of Caspiche’s acquisition cost, or approximately $80 million, has been credited against Goldcorp’s deferred payment obligation to Barrick. Additionally, Goldcorp will be required to spend a minimum of $60 million in the two-year period following closing of the Cerro Casale transaction, and a minimum of $80 million in each successive two-year period until the deferred payment obligation is satisfied, at which point Goldcorp and Barrick will equally fund requirements of the joint operation. If Goldcorp does not spend the minimum in any two-year period, Goldcorp will instead be required to make a payment to Barrick equal to 50% of the shortfall, with a corresponding reduction in the deferred payment obligation. As of December 31, 2017, the deferred payment obligation amounted to $182 million (December 31, 2016 – $nil).

The total amount of consideration paid for the acquisition of the 50% interest in the Cerro Casale and Quebrada Seca projects was $526 million, comprised of a $260 million initial cash payment to Kinross, the $260 million deferred payment obligation to Barrick and $6 million of transaction costs. The deferred obligation payment includes an annual price adjustment of 4.75% per annum. The royalty interests for future production and contingent payments to Barrick and Kinross stipulated in the agreements will be recognized as production costs and mining interests, respectively, if and when, the obliging events occur.

The Company concluded the acquired assets and assumed liabilities of Cerro Casale did not constitute a business and accordingly the transaction was accounted for as an asset acquisition. The purchase price was allocated to the assets acquired and liabilities assumed on a relative fair value basis as follows: $449 million to mining interest, $59 million representing water rights presented as non-current asset, $21 million to tax receivables and $3 million to reclamation and other current liabilities. Additionally, the Company concluded that the Cerro Casale Project is a joint operation, as such, it has been proportionately consolidated with the results of the Company.

 

GOLDCORP  |   32


The Company completed the acquisition of 100% of the issued and outstanding common shares of Exeter for total consideration of $156 million based on the closing price of the Company’s common shares on the dates of acquisition, including transaction costs and other adjustments of $7 million. The Company concluded the acquired assets and assumed liabilities of Exeter did not constitute a business and accordingly the transaction was accounted for as an asset acquisition. The consideration paid was allocated to the assets acquired and liabilities assumed on a relative fair value basis with $160 million allocated to mining interests, and $3 million to working capital.

 

  (b)

Acquisition of Kaminak

On July 19, 2016, the Company completed the acquisition of 100% of the issued and outstanding common shares of Kaminak by way of a plan of arrangement (the “Arrangement”) for total consideration of $406 million based on the closing price of the Company’s common shares on the date of acquisition, including transaction costs of $6 million. Pursuant to the Arrangement, each common share of Kaminak was exchanged for 0.10896 of a common share of the Company. Kaminak’s principal asset is the 100% owned Coffee project, a hydrothermal gold deposit located approximately 130 kilometres south of the City of Dawson, Yukon. Coffee is a high-grade, open pit, heap leach mining project.

The Company concluded that the acquired assets and assumed liabilities did not constitute a business and accordingly the transaction was accounted for as an asset acquisition. The purchase price was allocated to the assets acquired and liabilities assumed on a relative fair value basis with $386 million allocated to mining interests and the remaining $20 million allocated to deferred income tax asset ($9 million) and working capital items ($11 million). The assets acquired and liabilities assumed have been assigned to and included in Other in the segment information disclosure (note 9) .

 

8.

DIVESTITURES

 

  (a)

Divestiture of Los Filos

On April 7, 2017, the Company completed the sale of Los Filos to Leagold and received total consideration of $350 million, before working capital adjustments. The consideration was comprised of $71 million of Leagold common shares, $250 million in cash and a $29 million short-term promissory note which was paid in July 2017. The Company also retained rights to certain VAT receivables of approximately $100 million. At December 31, 2017, the balance of the VAT receivables was $13 million (December 31, 2016 – $nil) and was collected in January 2018. The amount was included in other current assets on the Consolidated Balance Sheet.

At December 31, 2016, the sale was considered highly probable; therefore, the assets and liabilities of Los Filos were classified as assets and liabilities held for sale and presented separately under current assets and current liabilities, respectively. In connection with the transaction, the Company recognized a net reversal of the 2015 impairment of mining interests of $43 million; an impairment reversal of $59 million was recognized during the year ended December 31, 2016 based on estimated proceeds from the sale. A subsequent impairment of $16 million was recognized during the year ended December 31, 2017 based on changes to the carrying value of the Los Filos assets as a result of normal operations. There was no gain or loss on the disposition.

 

  Total consideration, including working capital adjustments (net of transaction costs of $3 million)

   $                     348  

  Net assets sold and derecognized:

  

  Cash and cash equivalents

     23  

  Inventories and heap leach ore - current

     143  

  Other current assets

     14  

  Inventories and heap leach ore - non-current

     128  

  Mining interests

     151  

  Accounts payable and accrued liabilities

     (38

  Deferred tax liabilities

     (12

  Provisions

     (56

  Other

     (5
       348  

Gain (loss) on disposition

   $  

 

GOLDCORP  |   33


(In millions of United States dollars, except where noted)

 

Los Filos and Leagold are presented in Other in the segment information disclosure (note 9) .

 

GOLDCORP  |   34


  (b)

Divestiture of Cerro Blanco

On May 31, 2017, the Company completed the sale of the Cerro Blanco Project in Guatemala to Bluestone Resources Inc. (“Bluestone”) for total consideration of $22 million, comprised of $18 million in cash, and 3 million Bluestone common shares with a fair value of $4 million. Goldcorp will receive an additional $15 million cash payment from Bluestone upon declaration of commercial production at Cerro Blanco and a 1% net smelter return royalty on production.

Immediately prior to the classification to assets and liabilities as held for sale, the carrying amount of Cerro Blanco was remeasured to its recoverable amount, being its fair value less costs of disposal (“FVLCD”), based on the expected proceeds from the sale. As a result, the Company recorded an impairment reversal during the year ended December 31, 2017 of $19 million. Subsequently, on completion of the sale, the Company recognized a loss on the disposal of $6 million ($6 million, net of tax), net of transaction costs of $1 million.

Cerro Blanco’s assets and liabilities were presented in Other in the segment information disclosure up to the date of disposition (note 9) .

 

  (c)

Divestiture of San Nicolas

On October 18, 2017, the Company sold its 21% interest in the San Nicolas copper-zinc project, a stand-alone project in Mexico, to Teck Resources Limited for cash consideration of $50 million. The carrying value of San Nicolas was $2 million on the date of sale and the gain on disposition of $48 million ($34 million, net of tax) was recognized in the Consolidated Statements of Earnings. San Nicolas’ assets and liabilities were presented in Other in the segment information disclosure up to the date of disposition (note 9) .

 

  (d)

Divestiture of Camino Rojo

On November 7, 2017, the Company completed the sale of its 100% interest in the Camino Rojo Project, part of the Peñasquito mine located in Mexico, to Orla Mining Ltd. (“Orla”). Under the terms of the agreement, the Company received approximately 19.9% of the issued and outstanding shares of Orla valued at $34 million and will receive a 2% net smelter return royalty on revenues from all metal production from the Camino Rojo oxide project. The Company also has the option to acquire up to 70% interest in future sulphide projects, subject to certain criteria. The shares were recorded as investment in securities on the Consolidated Balance Sheet. The value of consideration received was credited to mining interests associated with Peñasquito, resulting in $nil gain or loss on disposition.

 

9.

SEGMENT INFORMATION

Operating results of operating segments are reviewed by the Company’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segments and to assess their performance. The Company considers each individual mine site as operating segments for financial reporting purposes except as noted below.

Following the Company’s acquisition and divestitures, and the closure of Marlin in 2017, the Company reassessed its segments for financial reporting purposes. The Company concluded that Marlin and Los Filos are no longer operating segments and are included in Other; they were previously included in the Other mines operating segment. The Company’s 37.5% interest in Alumbrera, which was previously reported as Other associate, and Leagold are also presented in Other, because their financial results do not meet the quantitative threshold required for segment disclosure purposes. Prior periods’ results have been re-presented to reflect the current presentation.

Assets in Other also include the Company’s 100% interest in the Coffee Project, the Company’s 50% interests in the NuevaUnión and the Norte Abierto projects, corporate assets and the Company’s closed and inactive mines. Liabilities in Other include the Company’s $1.0 billion notes, $1.5 billion notes, $182 million of deferred payment obligation (note 7(a)), the revolving credit facility, asset retirement obligations for closed and inactive mines and certain income taxes payable.

 

GOLDCORP  |   35


(In millions of United States dollars, except where noted)

 

Significant information relating to the Company’s reportable operating segments is summarized in the tables below:

 

                                                                                                                                                     
    

Revenues (a)(b)

 

   

Production
costs

 

   

Depreciation

and depletion

 

   

Earnings (loss)
from operations,
associates and
joint venture
(b)(c)(e)(g)

 

   

Expenditures
on mining
interests

 

 

Years Ended December 31

     2017       2016       2017       2016       2017       2016       2017       2016       2017       2016  

Éléonore

   $ 377     $ 346     $ 251     $ 243     $ 137     $ 146     $ (17   $ (43   $ 109     $ 94  

Musselwhite

     293       321       144       140       41       59       98       118       58       37  

Porcupine

     341       343       209       189       122       63       96       85       109       62  

Red Lake

     264       388       180       179       87       123       (900     64       80       100  

Peñasquito

     1,400       1,044       751       698       279       243       360       99       532       230  

Cerro Negro

     609       532       258       249       267       217       72       52       87       97  

Pueblo Viejo (d)

     569       607       199       185       39       35       888       387       46       40  

Other (d)

     357       793       279       553       71       188       (126 )       (119     103       79  

Attributable segment total

     4,210       4,374       2,271       2,436       1,043       1,074       471       643       1,124       739  

Excluding attributable amounts from associates and joint venture

     (787 )       (864     (382 )       (370     (53 )       (50     (206 )       (274     (49 )       (43

Consolidated total

   $ 3,423     $ 3,510     $ 1,889     $ 2,066     $ 990     $ 1,024     $ 265     $ 369     $ 1,075     $ 696  

 

                                                                          
  At December 31, 2017    Assets      Liabilities      Net Assets  

  Éléonore

   $ 2,735      $ 273      $ 2,462  

  Musselwhite

     546        153        393  

  Porcupine

     990        196        794  

  Red Lake

     1,731        88        1,643  

  Peñasquito

     8,370        3,089        5,281  

  Cerro Negro

     3,285        531        2,754  

  Pueblo Viejo (d)

     1,746               1,746  

  Other (d)

     2,282        3,171        (889 )  

  Total

   $ 21,685      $ 7,501      $ 14,184  
        

  At December 31, 2016

     Assets        Liabilities        Net Assets  

  Éléonore

   $ 2,759      $ 356      $ 2,403  

  Musselwhite

     774        153        621  

  Porcupine

     1,028        173        855  

  Red Lake

     2,526        342        2,184  

  Peñasquito

     8,011        3,033        4,978  

  Cerro Negro

     3,536        738        2,798  

  Pueblo Viejo

     1,123               1,123  

  Other

     1,740        3,287        (1,547

  Total

   $ 21,497      $ 8,082      $ 13,415  

 

GOLDCORP  |   36


  (a)

The Company’s principal product is gold bullion which is sold primarily in the London spot market. Concentrate produced at Peñasquito and Alumbrera, containing both gold and by-product metals, is sold to third party smelters and traders. The Company’s consolidated revenues (excluding attributable share of revenues from Pueblo Viejo and Alumbrera) for the years ended December 31 were derived from the following:

 

                                                                                                   
      2017     2016  

Gold

   $ 2,527        74   $ 2,861        81

Silver

     364        11     384        11

Zinc

     425        12     200        6

Lead

     98        3     62        2

Copper

     9            3       
     $ 3,423        100   $ 3,510        100

Certain of the Company’s mines (including the Company’s associates) supplemented their gold revenues with the sale of other metals as shown in the table below:

 

                                                                                                                            
  Years Ended December 31            Peñasquito  (i)      Cerro Negro      Pueblo Viejo      Other  

Gold

     2017      $ 598      $ 552      $ 541      $ 142  
     2016      $ 552      $ 477      $ 582      $ 263  

Silver

     2017        270        57        27        38  
     2016        227        55        24        102  

Zinc

     2017        425                       
     2016        200                       

Lead

     2017        98                       
     2016        62                       

Copper

     2017        9               1        80  
     2016        3               1        130  

Molybdenum

     2017                             4  
       2016                             4  

Total

     2017      $ 1,400      $ 609      $ 569      $ 264  
       2016      $ 1,044      $ 532      $ 607      $ 499  

 

  (i)

The Company has a long term agreement with Wheaton Precious Metals Corp. (“Wheaton”) to deliver 25% of silver produced from Peñasquito during its life of mine for a per ounce cash payment of $4.13 (2016 - $4.09), subject to annual inflation adjustments.

 

  (b)

Intersegment sales and transfers are eliminated in the above information reported to the Company’s CODM. For the year ended December 31, 2017, intersegment purchases included $541 million and $27 million, respectively, of gold and silver ounces purchased from Pueblo Viejo (2016 – $582 million and $24 million, respectively) and revenues related to the sale of these ounces to external third parties were $541 million and $27 million, respectively (2016 – $582 million and $24 million, respectively).

 

  (c)

A reconciliation of attributable segment total earnings from operations, associates and joint venture to the Company’s earnings before taxes per the Consolidated Statements of Earnings is as follows:

 

GOLDCORP  |   37


(In millions of United States dollars, except where noted)

 

                                                     
      2017     2016  

Attributable segment total earnings from operations, associates and joint venture

   $ 471     $ 643  

Adjustment to account for Pueblo Viejo, NuevaUnión, Leagold and Alumbrera on an equity method basis

     (206     (274

Gain on derivatives, net (i)

     4       3  

Gain on disposition of mining interest, net of transaction costs

     42        

Finance costs (i)

     (133     (137

Other income (expense), net (i)

     15       (13

Earnings before taxes

   $ 193     $ 222  

 

  (i)

Arose from corporate activities that would primarily be allocated to Other except for $27 million (2016 – $27 million) of finance costs incurred during the year ended December 31, 2017, which would be allocated to the Peñasquito segment and gain on derivatives of $4 million (2016 – $3 million) which would be allocated primarily to the Peñasquito segment. Additionally, during the year ended December 31, 2017, the Company recognized a net foreign exchange of $23 million (2016 – $68 million) which would primarily be allocated to the Peñasquito and Cerro Negro segments.

 

  (d)

The attributable segment information relating to Pueblo Viejo, NuevaUnión and Alumbrera, as reviewed by the CODM, is based on the Company’s proportionate share of profits and expenditures on mining interests. However, as required by IFRS, the Company’s investments in Pueblo Viejo, NuevaUnión and Alumbrera are accounted for in these consolidated financial statements using the equity method (note 20) . Alumbrera and NuevaUnión are presented in Other.

 

  (e)

During the year ended December 31, 2016, $22 million of corporate restructuring costs ( note 11 ) were included in Other. There were no restructuring costs included in Other during the year ended December 31, 2017.

 

  (f)

On February 15, 2017, the Company paid cash consideration of $65 million and recognized a $2 million loss on the acquisition of the 4% gold stream on the El Morro deposit, part of the Company’s NuevaUnión joint venture, from New Gold Inc. eliminating the Company’s obligation to New Gold Inc.

 

  (g)

Earnings (loss) from operations, associates and joint venture includes $244 million of net impairment expense ($23 million reversal of impairment, net of tax recovery) recognized in respect of the Company’s mining interests (2016 – impairment reversal of $49 million) (note 21) .

 

10.

PRODUCTION COSTS

 

                                                     
  Years ended December 31    2017     2016  

Raw materials and consumables

   $ 836     $ 937  

Salaries and employee benefits (a)

     480       500  

Contractors

     415       408  

Royalties (note 19(i))

     78       69  

Transportation costs

     47       35  

Maintenance costs

     35       58  

Revision of reclamation and closure cost provision

     (4     (17

Change in inventories

     (64     (5

Other

     66       81  
     $ 1,889     $ 2,066  

 

  (a)

Salaries and employee benefits exclude $64 million of salaries and employee benefits included in corporate administration in the Consolidated Statements of Earnings for the year ended December 31, 2017 (2016 – $69 million). Salaries and employee benefits also exclude amounts related to restructuring activities incurred at mine sites of $4 million for the year ended December 31, 2017, (2016 – $28 million). These costs are presented separately as restructuring costs in the Consolidated Statements of Earnings (note 11) .

 

GOLDCORP  |   38


11.

RESTRUCTURING COSTS

The Company incurred $4 million in restructuring costs during the year ended December 31, 2017 (2016 – $50 million), of which $nil related to the accelerated vesting of share-based compensation (2016 – $4 million). The restructuring costs relate primarily to severance costs associated with involuntary and voluntary workforce reduction initiatives to improve efficiencies at mine sites and corporate offices. At December 31, 2017, $2 million (December 31, 2016 – $16 million) of the restructuring costs was included in accrued liabilities. During the year ended December 31, 2017, $18 million (2016 – $34 million) of the accrued liabilities was paid.

 

12.

FINANCE COSTS

 

                                                     
  Years ended December 31    2017      2016  

Interest expense

   $ 99      $ 103  

Finance fees

     10        10  

Accretion of reclamation and closure cost obligations (note 25(a))

     24        24  
     $ 133      $ 137  

 

13.

OTHER INCOME (EXPENSES), NET

 

                                                     
  Years ended December 31    2017     2016  

Finance income

   $ 39     $ 49  

Gains on sale of investments

     16       23  

Foreign exchange loss

     (23     (68

Other (1)

     (17     (17
     $ 15     $ (13

 

  (1)

Other expense includes the impact of a $10 million provision which the Company recognized in respect of the settlement of a guarantee the Company had provided to Wheaton relating to a silver stream agreement with Primero Mining Corp. The Company was released from the guarantee on payment of the $10 million in January 2018.

 

GOLDCORP  |   39


(In millions of United States dollars, except where noted)

 

14.

INCOME TAXES

 

                                                     
  Years ended December 31    2017     2016  

Current income tax expense

   $ 196     $ 125  

Deferred income tax recovery

     (661     (65

Income tax (recovery) expense

   $ (465   $ 60  

Income tax (recovery) expense differs from the amount that would result from applying the Canadian federal and provincial income tax rates to earnings before taxes. These differences result from the following items:

 

                                                     
  Years ended December 31    2017     2016  

Earnings before taxes

   $ 193     $ 222  

Canadian federal and provincial income tax rates

     25%       25%  

Income tax expense based on Canadian federal and provincial income tax rates

     48       56  

(Decrease) increase attributable to:

    

Changes in recognition of deferred tax assets

     38       (47

Effects of different foreign statutory tax rates on earnings of subsidiaries

     25       (58

Non-deductible expenditures

     16       42  

Mining taxes

     10       35  

Foreign exchange impact on tax bases of assets, liabilities, and losses

     (8     189  

Mexican inflation on tax values

     (30     (14

Assets sold and assets held for sale (note 8)

     (36     29  

Non-taxable portion of net earnings from associates

     (47     (43

Other impacts of foreign exchange (1)

     (116     (128

Argentinian tax reform (2)

     (156      

Impairment of mining interests (note 21)

     (206      

Other

     (3     (1
     $ (465   $ 60  

 

  (1)  

Other impacts of foreign exchange include the currency translation effects of local currency current taxes receivable and payable, the tax impact of local currency foreign exchange gains or losses and the non-taxable or non-deductible US dollar currency foreign exchange gains or losses.

 

  (2)

In December 2017, Argentina enacted corporate tax changes which included a reduction in the corporate tax rate from 35% to 30% for 2018 and 2019, with a further reduction to 25% for 2020 and thereafter. Concurrently, a dividend distribution tax was introduced which charges an effective tax of 5% and 10% on dividend distributions for 2018 and 2019, and 2020 and thereafter, respectively. The Argentine tax rate reduction resulted in a deferred tax recovery of $156 million in 2017.

 

GOLDCORP  |   40


The significant components of deferred income tax assets and liabilities were as follows:

 

                                                     
      At December 31
2017
    At December 31
2016
 

  Deferred income tax assets (a)

    

  Operating loss carryforwards

    

  Argentina

   $ 144     $ 199  

  Canada

     141       129  

  Mexico

     3       25  

  Chile

     5       5  

  Other

           1  
       293       359  

  Deductible temporary differences relating to:

    

  Reclamation and closure cost obligations

     144       147  

  Mining interests

     131       87  

  Other

     112       79  
     387       313  

  Investment tax credits

     89       86  

  Total deferred income tax assets

     769       758  

  Deferred income tax liabilities

    

  Taxable temporary differences relating to:

    

  Mining interests

     (3,636     (4,255

  Other

     (84     (112

  Total deferred income tax liabilities

     (3,720     (4,367

  Deferred income tax liabilities, net

     (2,951     (3,609

  Balance sheet presentation

    

  Deferred income taxes assets

     112       49  

  Deferred income taxes liabilities

     (3,063     (3,658

  Deferred income tax liabilities, net

   $ (2,951   $ (3,609

 

  (a)

The Company believes that it is probable that the results of future operations will generate sufficient taxable income to realize the above noted deferred income tax assets. The Company recognized $109 million (2016 – $43 million) in deferred tax assets that were in excess of taxable temporary differences but are supported by expected future taxable earnings.

Deferred tax assets that have not been recognized as part of the total above were as follows:

 

                                                     
      At December 31
2017
     At December 31
2016
 

  Operating loss carryforwards

   $ 37      $ 78  

  Deductible temporary differences relating to:

     

  Non-operating losses

     111        63  

  Mining interests

            17  

  Other

     6        31  
     $ 154      $ 189  

 

GOLDCORP  |   41


(In millions of United States dollars, except where noted)

 

15.

PER SHARE INFORMATION

 

  (a)

Net earnings per share

Net earnings per share for the year ended December 31, 2017 was calculated based on basic and diluted net earnings of $658 million, (2016 – $162 million) and the weighted average number of shares outstanding used in the calculation was based on the following:

 

                                                     
  (in millions)    2017      2016  

  Basic weighted average number of shares outstanding

     862        842  

  Effect of dilutive stock options and restricted share units

     3        3  

  Diluted weighted average number of shares outstanding

     865        845  

The outstanding equity instruments that could potentially dilute basic earnings per share in the future, but were not included in the calculation of diluted net earnings per share for the year ended December 31, 2017 because they were anti-dilutive, were 7 million stock options (2016 – 11 million).

 

  (b)

Dividends declared

On February 25, 2016, the Company announced a quarterly dividend of $0.02 per share, effective April 1, 2016, with the first payment in June 2016. During the year ended December 31, 2017, the Company declared dividends of $0.08 per share for total dividends of $70 million, respectively (2016 – $0.12 per share for dividends of $102 million).

On May 11, 2016, the Company announced that it implemented a Dividend Reinvestment Plan (“DRIP”) which allows shareholders the opportunity to increase their investment in Goldcorp without additional transaction costs by receiving dividend payments in the form of common shares of the Company. The DRIP allows shareholders to reinvest their cash dividends into additional common shares issued from treasury at a 3% discount to the average market price calculated at the time of dividend payment. Participation in the DRIP is optional and will not affect shareholders’ cash dividends unless they elect to participate in the DRIP. During the year ended December 31, 2017, the Company issued $8 million (2016 – $5 million) in common shares under the Company’s Dividend Reinvestment Plan.

 

16.

SUPPLEMENTAL CASH FLOW INFORMATION

 

(a)

Cash and cash equivalents are comprised of the following:

 

                                                     
        At December 31
2017
         At December 31
2016
 

  Cash

   $ 184      $ 146  

  Money market investments

     2        11  
     $ 186      $ 157  

 

(b)

The following table summarizes the decrease and increase in working capital during the years end December 31:

 

                                                     
      2017     2016  

  Accounts receivable increase

   $ (48   $ (28

  Inventories (increase) decrease

     (57     18  

  Sales and indirect taxes recoverable decrease (increase)

     165       (54

  Accounts payable and accrued liabilities increase (decrease)

     39       (128

  Income taxes payable increase, net of income taxes receivable

     3       20  

  Other

     43       46  

  Decrease (increase) in working capital

   $ 145     $ (126

 

GOLDCORP  |   42


(c)

The following table summarizes cash received and paid included in the Company’s operating and investing activities during the years end Dec 31:

 

                                                     
  Years ended December 31    2017     2016  

  Operating activities include the following cash received (paid):

    

  Interest received

   $ 77     $ 76  

  Interest paid

     (89     (98

  Income taxes refunded

     9       17  

  Income taxes paid

     (201     (134

  Investing activities include the following cash received (paid):

    

  Net (purchases) proceeds of short-term investments and available-for-sale securities

    

  Purchases of short-term investments

   $ (91   $ (49

  Proceeds from maturity of short-term investments

     86       63  

  Purchases of available-for-sale securities

     (67     (31

  Proceeds from sale of available-for-sale securities

     24       54  
     $ (48   $ 37  

 

(d)

The changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes were as follows:

 

                                                     
      Debt     Finance lease
obligation
 

  At January 1, 2016

   $ 2,688     $ 272  

  Principal payment

     (172     (5

  Accretion

     4       1  

  Foreign exchange gain

     (10     —    

  Revision to future lease payments

     —         (16

  At January 1, 2017

     2,510       252  

  Principal payment

     (30     (6

  Accretion

     3       2  

  At December 31, 2017

   $ 2,483     $ 248  

 

17.

INVENTORIES

 

                                                     
      At December 31
2017
    At December 31
2016
 

  Supplies

   $ 237     $ 230  

  Finished goods

     112       76  

  Work-in-process

     66       45  

  Stockpiled ore

     42       35  

  Heap leach ore

           12  
     457       398  

  Less: non-current heap leach and stockpiled ore

     (16     (28
     $ 441     $ 370  

 

  (a)

The costs of inventories recognized as expense for the year ended December 31, 2017 amounted to $2,719 million (2016 – $2,952 million), of which $1,753 million (2016 – $1,953 million) and $966 million (2016 – $999 million) was included in production costs and depreciation and depletion in the Consolidated Statements of Earnings, respectively.

 

GOLDCORP  |   43


(In millions of United States dollars, except where noted)

 

18.

OTHER CURRENT ASSETS

 

                                                     
      At December 31
2017
     At December 31
2016
 

Prepaid expenses and other

   $ 29      $ 28  

VAT receivables related to disposition of Los Filos (note 8(a))

     13         

Accrued interest receivable (note 20(a))

     4        31  

Current derivative assets designated as hedging instruments

     2         
     $ 48      $ 59  

 

19.

MINING INTERESTS – OWNED BY SUBSIDIARIES AND JOINT OPERATION

 

                                                                                                                  
     Mining properties              
     Depletable     Non-depletable              
  

 

 

     
     

Reserves

and

resources

   

Reserves

and

resources

   

Exploration

potential

    Plant and
equipment  (g)
(h)
    Total  

Cost

          

At January 1, 2017

   $ 12,668     $ 4,670     $ 7,225     $ 6,757     $ 31,320  

Acquisition of mining interest (note 7(a))

           529             2       531  

Expenditures on mining interests (a)(b)(c)

     427       170             500       1,097  

Removal of fully depreciated/depleted assets and disposals (e)

     (1,469     (1     (2     (295     (1,767

Transfers and other movements (f)

     1,432       464       (1,965     12       (57

At December 31, 2017

     13,058       5,832       5,258       6,976       31,124  

Accumulated depreciation and depletion and impairment

          

At January 1, 2017

     (5,780     (2,510     (2,263     (3,202     (13,755

Depreciation and depletion (d)

     (615                 (393     (1,008

Impairment expense, net (note 8(b), 21)

     (294     (259     (80     (136     (769

Removal of fully depreciated/depleted assets and disposals

     1,463                   275       1,738  

Transfers and other movements (f)

     (17                 (2     (19

At December 31, 2017

     (5,243     (2,769     (2,343     (3,458     (13,813

Carrying amount – At December 31, 2017

   $ 7,815     $ 3,063     $ 2,915     $ 3,518     $ 17,311  

 

GOLDCORP  |   44


                                                                                                                  
     Mining properties              
     Depletable     Non-depletable              
  

 

 

     
     

Reserves

and

resources

   

Reserves

and

resources

   

Exploration

potential

    Plant and
equipment  (g)
(h)
    Total  

Cost

          

At January 1, 2016

   $ 11,964     $ 4,346     $ 7,991     $ 6,733     $ 31,034  

Acquisition of mining interest (note 7(b))

           386                   386  

Expenditures on mining interests (a)(b)(c)

     335       96             243       674  

Reclassifications to asset held for sale (note

8(a))

     (509           (13     (191     (713

Transfers and other movements (f)

     878       (158     (753     (28     (61

At December 31, 2016

     12,668       4,670       7,225       6,757       31,320  

Accumulated depreciation and depletion and

impairment

          

At January 1, 2016

     (5,608     (2,510     (2,263     (3,023     (13,404

Depreciation and depletion (d)

     (599                 (397     (996

Reclassifications to asset held for sale (note

8(a))

     368                   178       546  

Impairment reversal, net (notes 8(a), 21)

     58                   (6     52  

Transfers and other movements (f)

     1                   46       47  

At December 31, 2016

     (5,780     (2,510     (2,263     (3,202     (13,755

Carrying amount – At December 31, 2016

   $ 6,888     $ 2,160     $ 4,962     $ 3,555     $ 17,565  

A summary by property of the carrying amount of mining interests owned by subsidiaries and joint operation is as follows:

 

     Mining properties (i)                       
     Depletable      Non-depletable                       
  

 

 

          
     

Reserves

and

resources

    

Reserves

and

resources

    

Exploration

potential

     Plant and
equipment
(g)(h)
    

At December

31
2017

    

At December

31
2016

 

Éléonore

   $ 1,590      $ 85      $      $ 921      $ 2,596      $ 2,643  

Musselwhite

     292        16        28        171        507        477  

Porcupine

     398        440               139        977        872  

Red Lake

     520        457        198        221        1,396        2,260  

Coffee

            432               2        434        399  

Peñasquito

     3,760        1,031        1,859        1,202        7,852        7,603  

Cerro Negro

     1,255        56        830        770        2,911        3,166  

Norte Abierto

            546               2        548         

Corporate and other

                          90        90        145  
     $ 7,815      $ 3,063      $ 2,915      $ 3,518      $ 17,311      $ 17,565  

 

GOLDCORP  |   45


(In millions of United States dollars, except where noted)

 

  (a)

Exploration, evaluation and project costs incurred by the Company during the years ended December 31 were as follows:

 

                                             
      2017     2016  

  Total exploration, evaluation and project expenditures

   $ 114     $ 102  

  Less: amounts capitalized to mining interests

     (52     (68

  Total exploration, evaluation and project costs recognized in the Consolidated

  Statements of Earnings

   $ 62     $ 34  

 

  (b)

Expenditures on mining interests include finance lease additions, capitalized borrowing costs and deposits on mining interests, and are net of investment tax credits and exclude capitalized reclamation and closure costs. The following is a reconciliation of capitalized expenditures on mining interests to expenditures on mining interests in the Consolidated Statements of Cash Flows:

 

                                             
      2017     2016  

Capitalized expenditures on mining interests including associates and joint venture

   $ 1,130     $ 684  

Interest paid

     (35     (25

(Increase) decrease in accrued expenditures

     (20     37  

Expenditures on mining interests per Consolidated Statements of Cash Flows

   $ 1,075     $ 696  

 

  (c)

Includes capitalized borrowing costs incurred during the years ended December 31 as follows:

 

                                             
      2017      2016  

  Red Lake - Cochenour

   $ 23      $ 22  

  Norte Abierto Project

     11         

  Porcupine - Borden Project

     4         

  Peñasquito - Pyrite Leach Project

     6         

  Other

     2        1  
     $ 46      $ 23  

During the years ended December 31 2017 and 2016, the Company’s borrowings eligible for capitalization included its $1.0 billion notes, $1.5 billion notes, the revolving credit facility and the deferred payment obligation related to Norte Abierto (note 7(a)) . All borrowing costs related to the deferred payment obligations were capitalized to the mining interests of Norte Abierto.

A reconciliation of total eligible borrowing costs incurred to total borrowing costs included in finance costs in the Consolidated Statements of Earnings is as follows:

 

                                             
      2017     2016  

  Total borrowing costs incurred

   $ 111     $ 99  

  Less: amounts capitalized to mining interests

     (46     (23

  Total borrowing costs included in finance costs in the Consolidated Statements of

  Earnings

   $ 65     $ 76  

  Weighted average rate used in capitalization of borrowing costs during year

     3.84     3.67

 

GOLDCORP  |   46


  (d)

A reconciliation of depreciation and depletion during the years ended December 31 to depreciation and depletion recognized in the Consolidated Statements of Earnings is as follows:

 

                                             
      2017     2016  

  Total depreciation and depletion

   $ 1,008     $ 996  

  Less: amounts capitalized to mining interests

     (5     (11

  Changes in amounts allocated to ending inventories

     (13     39  

  Total depreciation and depletion recognized in the Consolidated Statements of

  Earnings

   $ 990     $ 1,024  

 

  (e)

Removal of fully depreciated/depleted asset and disposals primarily includes the costs and accumulated depreciation/depletion of fully depreciated/depleted assets for closed sites that are no longer in use.

 

  (f)

Transfers and other movements primarily represent the reallocation of costs between mining interest categories relating to the conversion of reserves, resources and exploration potential within mining interests, capitalized reclamation and closure costs, capitalized depreciation, and the reclassification of non-depletable to depletable mining properties.

 

  (g)

At December 31, 2017, assets not yet ready for intended use, and therefore not yet being depreciated, included in the carrying amount of plant and equipment amounted to $512 million (December 31, 2016 – $309 million).

 

  (h)

At December 31, 2017, finance leases included in the carrying amount of plant and equipment amounted to $278 million (December 31, 2016 – $299 million) (note 24) .

 

  (i)

Certain of the mining properties in which the Company has interests are subject to royalty arrangements based on their net smelter returns (“NSR“s), modified NSRs, net profits interest (“NPI”), net earnings, and/or gross revenues. Royalties are expensed at the time of sale of gold and other metals. For the year ended December 31, 2017, royalties included in production costs amounted to $78 million (2016 – $69 million) (note 10) . At December 31, 2017, the significant royalty arrangements of the Company and its associates, joint venture and joint operation were as follows:

 

  Mining properties:

  

Royalty arrangements

Musselwhite

  

1.25 – 5% NPI

Éléonore

  

2.2 – 3.5% of NSR

Peñasquito

  

2% of NSR and 0.5% of gross income on sale of gold and silver

Cerro Negro

  

3% of modified NSR and 1% of net earnings

Alumbrera

  

3% of modified NSR plus 20 – 30% of net proceeds after capital recovery and changes in working capital

Pueblo Viejo

  

3.2% of NSR

NuevaUnión

  

1.5% – 2% modified NSR on portions of the property and 2% NPI

Coffee

  

2% of NSR

Norte Abierto

  

3.08% NSR on the Caspiche property; Goldcorp to pay 1.25% gross royalty on Cerro Casale and Quebrada Seca  (note 7(a))

 

GOLDCORP  |   47


(In millions of United States dollars, except where noted)

 

20.

MINING INTERESTS – INVESTMENTS IN ASSOCIATES AND JOINT VENTURE

At December 31, 2017, the Company had a 40% interest in Pueblo Viejo, a 50% interest in NuevaUnión, a 22.9% interest in Leagold (included in “Other”) and a 37.5% interest in Alumbrera (included in “Other”). These investments are accounted for using the equity method and included in mining interests . The Company adjusts each associate and joint venture’s financial results, where appropriate, to give effect to uniform accounting policies.

The following table summarizes the change in the carrying amount of the Company’s investments in associates and joint venture:

 

                                                                                                   
      Pueblo Viejo  (a)     NuevaUnión      Other  (b)      Total  

At January 1, 2017

   $ 1,123     $ 884      $      $ 2,007  

Company’s share of net earnings of associates and joint venture (1)

     142       2               144  

Acquisition of interest in Leagold (note 8(a))

                  71        71  

Capital investment

           33               33  

Return of capital investment

     (65                   (65

Reversal of impairment

     557                     557  

Other

     (11                   (11

At December 31, 2017

   $ 1,746     $ 919      $ 71      $ 2,736  

At January 1, 2016

   $ 967     $ 872      $      $ 1,839  

Company’s share of net earnings of associates and joint venture

     169       2               171  

Capital investment

           10               10  

Return of capital investment

     (24                   (24

Other

     11                     11  

At December 31, 2016

   $ 1,123     $ 884      $      $ 2,007  

 

  (1)  

Share of net earnings related to associates and joint venture of $189 million (year ended December 31, 2016 – $171 million) presented on the Consolidated Statement of Earnings includes the Company’s share of net earnings of associates and joint venture of $144 million (year ended December 31, 2016 – 171 million) and the reduction of the provision related to funding Alumbrera’s reclamation costs of $45 million (year ended December 31, 2016 – $nil ) (note 20(c)).

 

GOLDCORP  |   48


Summarized financial information for the Company’s investments in associates and joint venture, on a 100% basis and reflecting adjustments made by the Company, including fair value adjustments made at the time of acquisition/formation and adjustments for differences in accounting policies, is as follows:

 

                                                                                                   
  Year ended December 31, 2017    Pueblo Viejo     NuevaUnión      Other  (b)     Total  

Revenues

   $ 1,423     $      $ 653     $ 2,076  

Production costs

     (497            (544     (1,041

Depreciation and depletion

     (98            (42     (140

Earnings from mine operations

     828              67       895  

Interest income

     1              2       3  

Interest expense

     (133            (41     (174

Other (expense) income

     (18     3        (49     (64

Income tax (expense) recovery

     (324     2        (43     (365

Net earnings of associates and joint venture

     354       5        (64     295  

Company’s share of net earnings of associates and joint venture

     142       2        45       189  

Reversal of impairment

     557                    557  

Company’s equity share of net earnings of associates and joint venture

   $ 699     $ 2      $ 45     $ 746  
   Year ended December 31, 2016    Pueblo Viejo     NuevaUnión      Other (b)     Total  

Revenues

   $ 1,517     $      $ 686     $ 2,203  

Production costs

     (462            (492     (954

Depreciation and depletion

     (88            (40     (128

Earnings from mine operations

     967              154       1,121  

Interest expense

     (132            (25     (157

Other income (expense)

     9       3        (16     (4

Income tax (expense) recovery

     (421     1        (8     (428

Net earnings of associates and joint venture

     423       4        105       532  

Company’s equity share of net earnings of associates and joint venture

   $ 169     $ 2      $     $ 171  

 

GOLDCORP  |   49


(In millions of United States dollars, except where noted)

 

The asset and liabilities of the Company’s material associate and joint venture were as follows:

 

                                                 
  At December 31, 2017    Pueblo Viejo (a)      NuevaUnión  (c)  

Current assets

   $ 515      $ 24  

Non-current assets

     6,296        2,278  
       6,811        2,302  

Current liabilities

     341        23  

Non-current liabilities

     2,105        441  
       2,446        464  

Net assets

     4,365        1,838  

Company’s equity share of net assets of associates and joint venture

   $ 1,746      $ 919  
     
  At December 31, 2016    Pueblo Viejo (a)      NuevaUnión (c)  

Current assets

   $ 833      $ 10  

Non-current assets

     3,902        2,205  
       4,735        2,215  

Current liabilities

     668        6  

Non-current liabilities

     1,258        441  
       1,926        447  

Net assets

     2,809        1,768  

Company’s equity share of net assets of associates

   $ 1,123      $ 884  

The equity share of cash flows of the Company’s investments in associates and joint venture are as follows:

 

                                                                                           

  Year ended December 31, 2017

     Pueblo Viejo (a)       NuevaUnión       Other  (b)       Total  

Net cash provided by operating activities

   $ 132     $ 6     $ 50     $ 188  

Net cash used in investing activities

     (46     (33           (79

Net cash (used in) provided by financing activities

     (234     33             (201
  Year ended December 31, 2016                             

Net cash provided by operating activities

   $ 258     $ 1     $ 63     $ 322  

Net cash used in investing activities

     (35     (12     (1     (48

Net cash (used in) provided by financing activities

     (125     10       (51     (166

 

  (a)

In June 2009, the Company entered into a $400 million shareholder loan agreement with Pueblo Viejo with a term of fifteen years. In April 2012, additional funding of $300 million was issued to Pueblo Viejo with a term of twelve years. Both loans bear interest at 95% of LIBOR plus 2.95% payable semi-annually in arrears on February 28 and August 31 of each year. The loan has no set repayment terms. At December 31, 2017, the carrying amount of the Company’s share of shareholder loans to Pueblo Viejo was $506 million (December 31, 2016 – $537 million), which is included in the Company’s investments in associates and is being accreted to the face value over the term of the loans. Included in other current assets of the Company was a total of $4 million (December 31, 2016 – $31 million) in interest receivable relating to the shareholder loan.

 

  (b)

The Company’s investments in other associates are comprised of its interests in Alumbrera and Leagold. Effective January 1, 2016, the Company discontinued recognizing its share of earnings (loss) of Alumbrera because the Company’s share of losses exceeded its interest in Alumbrera. Additional losses in the future will be provided to the extent the Company has incurred legal or constructive obligations or made payments on behalf of Alumbrera. Any future earnings of Alumbrera will be recognized by the Company only after the Company’s share of future earnings equals its share of losses not recognized.

 

GOLDCORP  |   50


During the year ended December 31, 2017, the Company recognized a reduction of $45 million (year ended December 31, 2016 – $nil) in the Company’s provision to fund its share of Alumbrera’s reclamation and closure cost obligations which has been classified as Share of Net Earnings Related to Associate and Joint Venture in the Consolidated Statements of Earnings. The reduction in the provision reflects the expectation that Alumbrera will be able to fund a greater portion of its reclamation costs than previously estimated due to improved financial results, primarily as a result of higher realized copper prices.

 

  (c)

At December 31, 2017, NuevaUnión held $15 million (December 31, 2016 – $3 million) of cash and cash equivalents, $21 million (December 31, 2016 – $4 million) of total current financial liabilities and $nil million (December 31, 2016 – $nil) of total non-current financial liabilities which have been included in the total of current assets, current liabilities and non-current liabilities, respectively. At December 31, 2017, NuevaUnión’s capital and operating commitments amounted to $92 million (December 31, 2016 – $39 million).

 

21.

IMPAIRMENT AND REVERSAL OF IMPAIRMENT

For the year ended December 31, the Company recognized an impairment expense of $244 million ($23 million reversal of impairment, net of tax recovery) in respect of the following CGUs:

 

                                                 
      2017     2016  

  Red Lake

   $ 889     $  

  Porcupine

     (99      

  Pueblo Viejo

     (557      

  Other (1)

     11       (49

  Total impairment expense (reversal)

   $ 244     $ (49

 

  (1)  

Includes impairment reversal, net, recognized for Los Filos in 2017 and 2016 and impairment expense for Cerro Blanco in 2017 (notes 8(a), (d)).

2017 Impairment testing

The recoverable amounts of the Company’s CGUs are based primarily on the future after-tax cashflows expected to be derived from the Company’s mining properties and represent each CGU’s FVLCD, a Level 3 fair value measurement. The projected cash flows used in impairment testing are significantly affected by changes in assumptions for metal prices, changes in the amount of recoverable reserves, resources, and exploration potential, production costs estimates, capital expenditures estimates, discount rates, and exchange rates. For the year ended December 31, 2017, the Company’s impairment testing incorporated the following key assumptions:

 

  (a)

Weighted average cost of capital

During the year ended December 31, 2017, projected cash flows were discounted using an after-tax discount rate of 5% which represented the Company’s weighted average cost of capital and which included estimates for risk-free interest rates, market value of the Company’s equity, market return on equity, share volatility and debt-to-equity financing ratio.

Pricing assumptions

Metal pricing included in the cash flow projections beyond five years is based on historical volatility and consensus analyst pricing. The metal prices assumptions used in the Company’s impairment assessments in 2017 were as follows:

 

                                                 
  Metal price assumptions            2017 / 2018      2019 and Long-term  

  Gold (per ounce)

   $ 1,300      $ 1,300  

  Silver (per ounce)

     19.00        18.00  

  Copper (per pound)

     2.75        3.00  

  Zinc (per pound)

     1.30        1.15  

  Lead (per pound)

     1.10        1.00  

 

GOLDCORP  |   51


(In millions of United States dollars, except where noted)

 

  (b)

Additional CGU-specific assumptions affecting the recoverable amount assessment

 

  (i)

Additional CGU-specific assumptions used in determining the recoverable amounts of the CGUs that resulted in impairment expense and reversal of impairment during the year ended December 31, 2017 were as follows:

Red Lake

The Red Lake CGU includes the Cochenour and HG Young Deposit. The recoverable amount of Cochenour was negatively impacted primarily due to lower grade as indicated in the 2017 mineral reserve estimate. In addition, the life of mine assessment included a longer than expected time line for conversion to bulk mining, resulting in a lower recoverable value. The Company has recognized an impairment expense of $889 million ($610 million, net of tax) against the carrying value of the Red Lake CGU at December 31, 2017.

Porcupine

The Porcupine CGU includes the Borden and the Century projects. In 2017, the Century project completed a base case pre-feasibility study, increasing the Porcupine mineral reserve estimate by 4.7 million ounces. A life of mine assessment was completed which reflected expected synergies across the Porcupine CGU associated with the Century and Borden projects. As a result, the Company reversed the remaining unamortized impairment recognized for the Porcupine CGU in prior years of $99 million ($84 million, net of tax).

Pueblo Viejo

During the years ended December 2017 and 2016, Pueblo Viejo has generated significantly higher cash flows from operations than the amount assumed in the recoverable value estimation at December 31, 2015. In 2017, Pueblo Viejo set new records for the crushing and autoclave circuits as performance continued to improve beyond prior expectations. As a result of the CGU’s continued strong performance and higher long-term metal prices, the Company recognized a reversal of the remaining unamortized impairment of $557 million ($557 million, net of tax) related to its investment in Pueblo Viejo at December 31, 2017. After tax income from associates, including the reversal of impairment of Pueblo Viejo, is not subject to further income tax in the accounts of the Company.

2016 impairments

During the year ended December 31, 2016, the Company recognized reversal of impairment of $59 million related to Los Filos. The recoverable amount of Los Filos, being its FVLCD, was $430 million based on the expected proceeds from the sale (note 8(a)). The Company also recognized an impairment expense of $10 million related to certain land at Marlin. At December 31, 2016, the land had a recoverable amount of $nil, being its FVLCD, due to the mine’s near-closure status. Los Filos and Marlin mine are both included in the Other mines reportable operating segment.There were no other indications that the Company’s CGUs may be impaired or that an impairment reversal was required.

 

22.

OTHER NON-CURRENT ASSETS

 

                                                 
       At December 31
2017
       At December 31
2016
 

  Sales/indirect taxes recoverable

   $ 62      $ 105  

  Water rights (note 7(a))

     59         

  Exploration tax credits and mining duties

     44        35  

  Deposits on mining interest expenditures

     7        9  

  Non-current derivative assets not designated cash flow hedges

     1        7  

  Other

     16        10  
     $ 189      $ 166  

 

GOLDCORP  |   52


23.

DEBT

 

                                                 
       At December 31
2017
      At December 31
2016
 

  $1.0 billion Notes (a)

    

  3.625% 7-year notes due June 2021 ($550 million)

   $ 547     $ 547  

  5.45% 30-year notes due June 2044 ($450 million)

     444       444  
     991     991  

  $1.5 billion Notes (b)

    

  2.125% 5-year notes due March 2018 ($500 million)

     499       498  

  3.70% 10-year notes due March 2023 ($1 billion)

     993       991  
     1,492     1,489  

$3.0 billion credit facility (c)

           30  
     2,483     2,510  

Less: current portion of debt (b)

     (499      
     $ 1,984     $ 2,510  

 

  (a)

The $1.0 billion Notes consist of $550 million in 7-year notes (the “7-year Notes”) and $450 million in 30-year notes (the “30-year Notes”). In 2013, the Company received total proceeds of $988 million from the issuance of the $1.0 billion Notes, net of transaction costs. The $1.0 billion Notes are unsecured and interest is payable semi-annually in arrears on June 9 and December 9 of each year, beginning on December 9, 2014. The $1.0 billion Notes are callable at anytime by the Company prior to maturity, subject to make-whole provisions. The 7-year Notes and the 30-year Notes are accreted to the face value over their respective terms using annual effective interest rates of 3.75% and 5.49%, respectively.

 

  (b)

The $1.5 billion Notes consist of $500 million in 5-year notes (“5-year Notes”) and $1.0 billion in 10-year notes (“10-year Notes”). In 2013, the Company received total proceeds of $1.48 billion from the issuance of the $1.5 billion Notes, net of transaction costs. The $1.5 billion Notes are unsecured and interest is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2013. The $1.5 billion Notes are callable at anytime by the Company prior to maturity, subject to make-whole provisions. The 5-year Notes and the 10-year Notes are accreted to face value over their respective terms using annual effective interest rates of 2.37% and 3.84%, respectively.

 

  (c)

In June 2017, the Company extended the term of its $3.0 billion revolving credit facility to June 22, 2022, under existing terms and conditions. The credit facility bears interest rate of LIBOR plus 1.50%. During the year ended December 31, 2017, the average interest rate paid by the Company on the loan was 3.2% (2016 – 2.4%).

 

24.

FINANCE LEASE OBLIGATIONS

 

                                                 
       At December 31
2017
      At December 31
2016
 

Minimum payments under finance leases

    

Within 1 year

   $ 30     $ 30  

2 to 3 years

     60       59  

4 to 5 years

     59       59  

Over 5 years

     372       404  
     521     552  

Effect of discounting

     (273     (300

Present value of minimum lease payments

     248       252  

Less: current portion included in accounts payable and accrued liabilities (1)

     (6     (5

Non-current portion of finance lease obligations

   $ 242     $ 247  

(1) Amount excludes interest payable on lease payments

 

GOLDCORP  |   53


(In millions of United States dollars, except where noted)

 

25.

NON-CURRENT PROVISIONS

 

                                                 
       At December 31
2017
      At December 31
2016
 

Reclamation and closure cost obligations (a)

   $ 599     $ 622  

Less: current portion included in other current liabilities

     (59     (67
     540       555  

Other (b)

     70       106  
     $ 610     $ 661  

 

  (a)

The Company incurs reclamation and closure cost obligations relating to its operating, inactive and closed mines and development projects. At December 31, 2017, the present value of obligations relating to these sites was estimated at $355 million, $238 million and $6 million, respectively (December 31, 2016 – $350 million, $267 million and $5 million, respectively) reflecting anticipated cash flows to be incurred over approximately the next 100 years, with the majority estimated to be incurred within the next 20 years. Significant reclamation and closure activities include land rehabilitation, demolition of buildings and mine facilities, ongoing care and maintenance and monitoring.

The total provision for reclamation and closure cost obligations at December 31, 2017 was $599 million (December 31, 2016 – $622 million) and was calculated using a weighted average discount rate of 4.1% (2016 – 4.1%). The undiscounted value of these obligations was $1,572 million (December 31, 2016 – $1,786 million), calculated using a weighted average inflation rate assumption of 2.16% (2016 – 2.74%).

Changes to the reclamation and closure cost obligations during the years ended December 31 were as follows:

 

                                                 
      2017     2016  

  Reclamation and closure cost obligations – beginning of year

   $ 622     $ 702  

  Reclamation expenditures

     (24     (28

  Accretion expense, included in finance costs (note 12)

     24       24  

  Revisions in estimates and obligations

     (4     (21

  Reclamation and closure cost obligations related to divested mining properties

     (19      

  Reclassification of reclamation and closure cost obligations to assets held for sale

   (note 8(a))

           (55

  Reclamation and closure cost obligations – end of year

   $ 599     $ 622  

 

  (b)

At December 31, 2017, other non-current provision primarily included $30 million (2016 – $75 million) related to the Company’s obligation to fund its 37.5% share of Alumbrera’s estimated reclamation costs.

 

GOLDCORP  |   54


26.

FINANCIAL INSTRUMENTS AND RELATED RISKS

 

  (a)

Financial assets and liabilities by categories

 

                                                                                                                 
  At December 31, 2017    Loans and
receivables
    

Available-

for-sale

     Fair value
through
profit or
loss
    Held to
maturity/other
financial
liabilities
    Effective
hedging
instruments
     Total  

Financial assets

               

Cash and cash equivalents

   $      $      $ 186     $     $      $ 186  

Short-term investments

     48                                  48  

Accounts receivable arising from sales of metal concentrates

                   110                    110  

Investments in securities

            178                           178  

Derivative assets designated as hedging instruments

                               2        2  

Derivative assets not designated as hedging instruments

                   1                    1  

Other current and non-current financial assets

     33                                  33  

Total financial assets

   $ 81      $ 178      $ 297     $     $ 2      $ 558  

Financial liabilities

               

Debt

   $      $      $     $ (2,483   $      $ (2,483

Deferred payment obligation

                         (182            (182

Accounts payable and accrued liabilities

                         (547            (547

Derivative liabilities not designated as hedging instruments

                   (2                  (2

Other current and non-current financial liabilities

                         (257            (257

Total financial liabilities

   $      $      $ (2   $ (3,469   $      $ (3,471

 

GOLDCORP  |   55


(In millions of United States dollars, except where noted)

 

                                                                                                                 
  At December 31, 2016    Loans and
receivables
    

Available-

for-sale

     Fair value
through
profit or loss
    Held to
maturity/other
financial
liabilities
    Effective
hedging
instruments
     Total  

Financial assets

               

Cash and cash equivalents

   $      $      $ 157     $     $      $ 157  

Short-term investments

     43                                  43  

Accounts receivable arising from sales of metal concentrates

                   77                    77  

Investments in securities

            114                           114  

Derivative assets not designated as hedging instruments

                   7                    7  

Other current and non-current financial assets

     39                                  39  
             

Total financial assets

   $ 82      $ 114      $ 241     $     $      $ 437  

Financial liabilities

               

Debt

   $      $      $     $ (2,510   $      $ (2,510

Accounts payable and accrued liabilities

                         (478            (478

Derivative liabilities designated as hedging instruments

                   (22                  (22

Other current and non-current financial liabilities

                         (259            (259

Total financial liabilities

   $      $      $ (22   $ (3,247   $      $ (3,269

 

GOLDCORP  |   56


  (b)

Derivatives instruments (“Derivatives”)

 

  (i)

Derivatives designated as cash flow hedges

As part of Goldcorp’s Financial Risk Management Policy, unless otherwise approved by the Board of Directors, the Company can elect to hedge up to a maximum of 50%, 30% and 10% of forecasted operating, exploration, general administrative and sustaining capital (“operating and sustaining”) expenditures over the next 12 months, subsequent 13 to 24 months and subsequent 25 to 36 months, respectively. In addition, during the year ended December 31, 2016, the Company’s Board of Directors authorized the Company to hedge up to 50% of Mexican peso denominated forecasted expenditures in 2016 through 2018 for an expansionary capital project, the Pyrite Leach project (“PLP”), at Peñasquito. During the year ended December 31, 2016, the Company designated Mexican peso currency contracts as cash flow hedges of anticipated Mexican peso denominated PLP expenditures and operating and sustaining expenditures for Peñasquito. At December 31, 2017, the notional amount of these contracts was 2,245 million Mexican pesos, which are due to be settled within one year (2016 – 4,379 million Mexican pesos and 2,245 million Mexican pesos within year 1 and 2 years, respectively).

The net gain on derivatives designated as cash flow hedges for the year ended December 31, 2017 recorded in OCI was $15 million (2016 – loss of $15 million), net of tax expense of $8 million (2016 – net of tax recovery of $7 million), which represented the effective portion of the change in fair value of the hedges. The gain on the ineffective portion of the hedges of $7 million (2016 – $nil) was included in gain on derivatives, net, in the Consolidated Statements of Earnings.

 

  (ii)

Derivatives not designated as hedging instruments

The net (loss) gain on derivatives not designated as hedging instruments for the years ended December 31 were comprised of the following:

 

                                                 
      2017     2016  

  Realized losses

    

  Foreign currency, lead and zinc contracts

   $     $ (6

  Other

     (1      
       (1     (6 )  

  Unrealized (losses) gains

    

  Foreign currency, lead and zinc contracts

     (2      

  Other

           9  
       (2 )       9  
     $ (3   $ 3  

 

  (c)

Financial assets designated as available-for-sale

The Company’s investments in securities are designated as available-for-sale. The unrealized (losses) gains on available-for-sale investments recognized in OCI for the years ended December 31 were as follows:

 

                                                 
      2017     2016  

Mark-to-market (losses) gains on available-for-sale securities

   $ (17   $ 86  

Deferred income tax expense in OCI

           (11

Unrealized (losses) gains on available-for-sale securities, net of tax

     (17     75  

Reclassification adjustment for realized gains on disposition of available-for-sale securities recognized in net earnings, net of tax of $1 million (2016 – $11 million)

     (15     (12
     $ (32   $ 63  

 

GOLDCORP  |   57


(In millions of United States dollars, except where noted)

 

  (d)

Fair value information

 

  (i)

Fair value measurements of financial assets and liabilities measured at fair value

The categories of the fair value hierarchy that reflect the significance of inputs used in making fair value measurements are as follows:

Level 1 – quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data.

The levels in the fair value hierarchy into which the Company’s financial assets and liabilities that are measured and recognized on the Consolidated Balance Sheets at fair value on a recurring basis were categorized as follows:

 

                                                                                                   
     At December 31, 2017     At December 31, 2016  
     Level 1     Level 2     Level 1     Level 2  

  Cash and cash equivalents

  $ 186     $     $ 157     $  

  Accounts receivable arising from

  sales of metal concentrates

          110             77  

  Investments in securities

    178             114        

  Derivative assets designated as cash

  flow hedges

          2              

  Derivative assets not designated as

  cash flow hedges

          1             7  

  Derivative liabilities designated as

  cash flow hedges

                      (22

  Derivative liabilities not designated

   as cash flow hedges

          (2            

At December 31, 2017, there were no financial assets and liabilities measured and recognized at fair value on a non-recurring basis.

There were no transfers between Level 1 and Level 2 during the year ended December 31, 2017. At December 31, 2017, there were no financial assets or liabilities measured and recognized on the Consolidated Balance Sheets at fair value that would be categorized as Level 3 in the fair value hierarchy. During the years ended December 31, 2017 and 2016, the Company recognized impairment expense and reversals of impairment for certain of its mining interests, which adjusted their carrying amounts to their recoverable amounts, being their FVLCD. Valuation techniques and inputs used in the calculation of these fair value based amounts are categorized as Level 3 in the fair value hierarchy (note 21) .

 

  (ii)

Valuation methodologies used in the measurement of fair value for Level 2 financial assets and liabilities

Accounts receivable arising from sales of metal concentrates:

The Company’s metal concentrate sales contracts are subject to provisional pricing with the final selling price adjusted at the end of the quotational period. At the end of each reporting period, the Company’s accounts receivable relating to these contracts are marked-to-market based on quoted forward prices for which there exists an active commodity market.

Derivative assets and liabilities:

The Company’s derivative assets and liabilities were comprised of investments in warrants and foreign currency forward contracts . The fair values of the warrants are calculated using an option pricing model which utilizes a combination of quoted prices and market-derived inputs, including volatility estimates. Foreign currency forward contracts are valued using a combination of quoted prices and market-derived inputs including credit spreads.

 

GOLDCORP  |   58


  (iii)

Fair values of financial assets and liabilities not already measured at fair value

At December 31, 2017, the fair values of the Company’s notes payable and deferred payment obligation, as compared to the carrying amounts, were as follows:

 

                                                                                                   
      Level    Input   Carrying
amount  (1)
     Fair value  

  $1.0 billion notes

   1    Closing price   $ 994      $ 1,087  

  $1.5 billion notes

   1    Closing price     1,507        1,530  

  Deferred payment obligation

   2    4.75%  (2)     182        182  

 

  (1)

Includes accrued interest payable.

  (2)

Represents the Company’s current rate of borrowing.

At December 31, 2017, the carrying amounts of the Company’s short-term investments, other current financial assets, accounts payable and accrued liabilities and other current financial liabilities were considered to be reasonable approximations of their fair values due to the short-term nature of these instruments.

 

  (e)

Financial instruments and related risks

The Company manages its exposure to financial risks, including credit risk, liquidity risk, currency risk, interest rate risk and price risk in accordance with its Financial Risk Management Policy. The Company’s Board of Directors oversees management’s risk management practices by setting trading parameters and reporting requirements. The Financial Risk Management Policy provides a framework for the Company to manage the risks it is exposed to in various markets and to protect itself against adverse price movements. All transactions undertaken were to support the Company’s ongoing business. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes.

The following describes the types of risks that the Company is exposed to and its objectives and policies for managing those risk exposures:

 

  (i)

Credit risk

Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the Company by failing to discharge its obligations. Credit risk is primarily associated with trade receivables; however, it also arises on cash and cash equivalents, short term investments, derivative assets, other receivables and accrued interest receivable. To mitigate exposure to credit risk on financial assets, the Company has established policies to limit the concentration of credit risk, to ensure counterparties demonstrate minimum acceptable credit worthiness and to ensure liquidity of available funds.

The Company closely monitors its financial assets and does not have any significant concentration of credit risk. The Company sells its products exclusively to large international financial institutions and other organizations with strong credit ratings. The historical level of customer defaults has been negligible and, as a result, the credit risk associated with trade receivables at December 31, 2017 is considered to be negligible. The Company invests its cash and cash equivalents and short term investments in highly-rated corporations and government issuances in accordance with its Short-term Investment Policy and the credit risk associated with its investments is considered to be low. Foreign currency and commodity contracts are entered into with large international financial institutions with strong credit ratings.

The Company’s maximum exposure to credit risk was as follows:

 

                                                 
      At December 31
2017
    

At December

31
2016

 

Cash and cash equivalents

   $ 186      $ 157  

Short term investments

     48        43  

Accounts receivable arising from sales of metal concentrates

     110        77  

Other current and non-current financial assets

     29        8  

Current and non-current derivative assets

     3        7  

Accrued interest receivable (note 20(a))

     4        31  
     $ 380      $ 323  

 

GOLDCORP  |   59


(In millions of United States dollars, except where noted)

 

  (ii)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company has in place a rigorous planning, budgeting and forecasting process to help determine the funds required to support the Company’s normal operating requirements on an ongoing basis, its expansionary plans and its dividend distributions. The Company ensures that sufficient committed loan facilities exist to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents.

During the year ended December 31, 2017, the Company generated cash flows from operations, one of the Company’s main sources of liquidity, of $1,211 million (year ended December 31, 2016 – $799 million). At December 31, 2017, Goldcorp held cash and cash equivalents of $186 million (December 31, 2016 – $157 million) and short-term investments of $48 million (December 31, 2016 – $43 million). At December 31, 2017 , the Company’s working capital, defined as current assets less current liabilities, was negative $112 million (December 31, 2016 – positive $791 million), which was primarily due to the Company’s $499 million of long term debt becoming current at December 31, 2017. The Company intends to repay the debt due in March 2018 using cash flow from operations, draws on its credit facility and/or other short term bank facilities. At December 31, 2016, $430 million of the total working capital was comprised of the Company’s net assets held for sale (notes 8(a)) .

In 2017, the Company extended the term of its $3.0 billion revolving credit facility to June 22, 2022. At December 31, 2017, the balance outstanding on the revolving credit facility was $nil (December 31, 2016 – $30 million) with $3.0 billion available for the Company’s use (December 31, 2016 – $2.97 billion). Certain of the Company’s borrowings are subject to various financial and general covenants with which the Company was in compliance at December 31, 2017.

At December 31, 2017, the Company had letters of credit outstanding in the amount of $420 million (December 31, 2016 – $423 million) of which $323 million (December 31, 2016 – $303 million) represented guarantees for reclamation obligations. The Company’s capital commitments for the next twelve months amounted to $409 million at December 31, 2017, including the Company’s funding obligation for the Norte Abierto project for the next twelve months. During 2017, the Company entered into an agreement with a vendor to construct the Coffee project and to potentially manage its initial two years of operation. The expected total capital and operating expenditures under the agreement are $298 million and $397 million, respectively, with the majority of the amount to be spent evenly throughout 2019 to 2023. The Company can terminate the contract at any time without penalty, with no further obligations other than payment for work completed to the date of termination of the contract with the vendor.

In the normal course of business, the Company enters into contracts that give rise to commitments for future minimum payments. The following table summarizes the remaining contractual maturities of the Company’s financial liabilities and operating and capital commitments, shown in contractual undiscounted cashflows:

 

GOLDCORP  |   60


                                                                                                                             
    At December 31, 2017     At December 31,
2016
 
    

Within 1

year

    2 to 3
years
    4 to 5
years
    Over 5
years
    Total     Total  

Financial liabilities

           

Accounts payable and accrued liabilities

  $ 570     $     $     $     $ 570     $ 462  

Derivative liabilities designated as hedging instruments (note 26(b))

                                  22  

Derivative liabilities not designated as hedging instruments (note 26(b))

    2                         2        

Debt repayments (principal portion) (note 24)

    500             550       1,450       2,500       2,530  

Deferred payment obligation (note 7(a))

    37       78       67             182        

Other

    1       9       2       17       29       23  
    1,110     87     619     1,467     3,283     3,037  

Other commitments

           

Capital expenditure commitments (1) (2)

    409       347       100             856       75  

Operating expenditure commitments (2)

    218       4       245       152       619       161  

Reclamation and closure cost obligations (note 25)

    54       54       33       1,432       1,573       1,786  

Interest payments on debt (note 23)

    71       163       133       546       913       1,006  

Minimum rental and lease payments (3)

    4       8       8       15       35       35  

Other

    5       11                   16       81  
      761       587       519       2,145       4,012       3,144  
    $ 1,871     $ 674     $ 1,138     $ 3,612     $ 7,295     $ 6,181  

 

  (1)

Contractual commitments are defined as agreements that are enforceable and legally binding. Certain of the contractual commitments may contain cancellation clauses; however, the Company discloses the contractual maturities of the Company’s operating and capital commitments based on management’s intent to fulfill the contract.

 

  (2)

Includes the capital and operating commitment for the Coffee project.

 

  (3)

Excludes the Company’s minimum finance lease payments (note 24) .

 

GOLDCORP  |   61


(In millions of United States dollars, except where noted)

 

  (iii)

Market risk

Currency risk

Currency risk is the risk that the fair values or future cash flows of the Company’s financial instruments will fluctuate because of changes in foreign exchange rates. Exchange rate fluctuations may affect the costs that the Company incurs in its operations. Gold, silver, copper, lead and zinc are sold in US dollars and the Company’s costs are incurred principally in US dollars, Canadian dollars, Mexican pesos and Argentinean pesos. The appreciation or depreciation of non-US dollar currencies against the US dollar can increase or decrease the cost of metal production and capital expenditures in US dollar terms. The Company also holds cash and cash equivalents that are denominated in non-US dollar currencies which are subject to currency risk. Accounts receivable and other current and non-current assets denominated in non-US dollar currencies relate to goods and services taxes, income taxes, value-added taxes and insurance receivables. The Company is further exposed to currency risk through non-monetary assets and liabilities and tax bases of assets, liabilities and losses of entities whose taxable profit or tax loss are denominated in non-US currencies. Changes in exchange rates give rise to temporary differences resulting in a deferred tax liability or asset with the resulting deferred tax charged or credited to income tax expense.

During the year ended December 31, 2016, and in accordance with its Financial Risk Management Policy, the Company entered into Mexican peso forward contracts to purchase the foreign currency at pre-determined US dollar amounts. The Company hedges a portion of its future forecasted Mexican Pesos denominated operating and capital expenditures to reduce the currency risk exposure to the Mexican Pesos (note 27(b)(i)) .

As of December 31, 2017, the Company was primarily exposed to currency risk through the following financial assets and liabilities, income and other taxes receivables (payables) and deferred income tax assets and liabilities denominated in foreign currencies:

 

                                                                                                                                                                 
    Financial asset and liabilities                    

  At December

  31, 2017

  Cash and
cash
equivalents
    Accounts
receivable
and other
current and
non-current
assets
    Accounts
payable and
accrued
liabilities and
non-current
liabilities
    Sales and
indirect taxes
recoverable
    Income taxes
receivable
(payable),
current and
non-current
    Deferred
income tax
liabilities
 

Canadian dollar

  $ 5     $ 10     $ (231   $ 24     $ 35     $ (270
 

Mexican peso

    3       18       (112     174       (203     (2,273
 

Argentine peso

    14             (57     80       1       (396
    $ 22     $ 28     $ (400   $ 278     $ (167   $ (2,939

At December 31, 2016

                                               

Canadian dollar

  $     $ 9     $ (217   $ 17     $ 4     $ (708
 

Mexican peso

    11             (88     146       (127     (2,354
 

Argentine peso

    1             (41     200       (2     (558
    $ 12     $ 9     $ (346   $ 363     $ (125   $ (3,620

 

GOLDCORP  |   62


During the year ended December 31, 2017, the Company recognized a net foreign exchange loss of $23 million (year ended December 31, 2016 – $68 million), and a net foreign exchange gain of $9 million in income tax expense on income taxes receivable (payable) and deferred income taxes (year ended December 31, 2016 – loss of $162 million). Based on the Company’s net foreign currency exposures at December 31, 2017, depreciation or appreciation of applicable foreign currencies against the US dollar would have resulted in the following decrease or increase in the Company’s net earnings:

 

At December 31, 2017    Possible exposure  (1)     Impact on earnings
excluding currency
exposure related to taxes
     Impact on earnings
from foreign exchange
exposure related to
taxes
 

Canadian dollar

   10%   $ 14      $ 145  
     

Mexican peso

   20%     15        82  
     

Argentine peso

   15%     5        75  

(1) Calculated based on fluctuations of foreign exchange rates during the twelve months ended December 31, 2017.

Interest rate risk

Interest rate risk is the risk that the fair values and future cash flows of the Company’s financial instruments will fluctuate because of changes in market interest rates. The Company is exposed to interest rate cash flow risk primarily on its outstanding debt subject to floating rates of interest, its shareholder loan related to Pueblo Viejo, its cash and cash equivalents, and interest-bearing receivables. The Company is exposed to interest rate fair value risk primarily on its debt subject to fixed rates of interest (note 23) . The Company monitors its exposure to interest rates and is comfortable with its exposures given its mix of fixed-and floating-rate debt, with 100% of total debt at December 31, 2017 subject to fixed rates, and the relatively low rate on its debt. The weighted-average interest rate paid by the Company during the year ended December 31, 2017 on its revolving credit facility, subject to floating rates of interest was 3.0% (2016 – 2.0%). The average interest rate earned by the Company during the year ended December 31, 2017 on its cash and cash equivalents was 0.72% (2016 – 0.14%).

A 10% increase or decrease in the interest earned from financial institutions on deposits held would result in a nominal increase or decrease in the Company’s net earnings. There was no significant change in the Company’s exposure to interest rate risk during the year ended December 31, 2017.

Price risk

Price risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market prices. There was no significant change to the Company’s exposure to price risk during the year ended December 31, 2017.

The Company has a policy not to hedge gold sales. In accordance with the Company’s Financial Risk Management Policy, the Company may hedge up to 50%, 30%, and 10% of its by-product base metal sales volume over the next 12 months, subsequent 13 to 24 months, and subsequent 25 to 36 months, respectively, to manage its exposure to fluctuations in base metal prices. At December 31, 2017, the Company had hedged approximately 7% and 6%, respectively of its forecast zinc and lead sales from January 1, 2018 to December 31, 2018. These contracts are not designated as hedges for accounting purposes. Subsequent to December 31, 2017, the Company hedged an additional 20% and 10%, respectively, of its forecast zinc and lead sales for the next 12 months. These contracts have been designated as hedges for accounting purposes.

The Company holds certain investments in available-for-sale equity securities which are measured at fair value, being the closing share price of each equity security, at the balance sheet date. The Company is exposed to changes in share prices which would result in gains and losses being recognized in other comprehensive income.

 

GOLDCORP  |   63


(In millions of United States dollars, except where noted)

 

27.

MANAGEMENT OF CAPITAL

The Company’s objectives of capital management are to safeguard its ability to support the Company’s normal operating requirements on an ongoing basis, continue the development and exploration of its mineral properties and support any expansionary plans.

The capital of the Company consists of items included in shareholders’ equity and debt, net of cash and cash equivalents and short term investments as follows:

 

                                                 
      At December 31
2017
    At December 31
2016
 

Shareholders’ equity

   $ 14,184     $ 13,415  

Debt

     2,483       2,510  
     16,667       15,925  

Less:

    

Cash and cash equivalents

     (186     (157

Short term investments

     (48     (43
     $ 16,433     $ 15,725  

The Company manages its capital structure and makes adjustments in light of changes in its economic environment and the risk characteristics of the Company’s assets. To effectively manage the entity’s capital requirements, the Company has instituted a rigorous planning, budgeting and forecasting process to help determine the funds required to ensure the Company has the appropriate liquidity to meet its operating and growth objectives. The Company ensures that there are sufficient committed loan facilities to meet its short-term business requirements, taking into account its anticipated cash flows from operations and its holdings of cash and cash equivalents and short term investments.

At December 31, 2017, the Company expects its capital resources and projected future cash flows from operations to support its normal operating requirements on an ongoing basis, and planned development and exploration of its mineral properties and other expansionary plans. At December 31, 2017, there was no externally imposed capital requirement to which the Company was subject and with which the Company did not comply.

 

GOLDCORP  |   64


28.

SHARE-BASED COMPENSATION AND OTHER RELATED INFORMATION

 

  (a)

Stock options and restricted share units (“RSUs”)

For the year ended December 31, 2017, total share-based compensation relating to stock options and RSUs was $30 million (2016 – $52 million). Of the total, $30 million (2016 – $48 million) was included in corporate administration and $nil (2016 – $4 million) was included in restructuring costs (note 11) in the Consolidated Statements of Earnings.

Stock options

The following table summarizes the changes in stock options for the years ended December 31:

 

                                                 
     

Number of
Options

(000’s)

   

Weighted Average

Exercise Price

(C$/option)

 

At January 1, 2017

     10,675     $ 28.03  

Issued in connection with the acquisition of Exeter (note 7)

     192       4.32  

Exercised (2)

     (27     20.27  

Forfeited/expired

     (3,545     30.92  

At December 31, 2017 – outstanding

     7,295     $ 26.02  

At December 31, 2017 – exercisable

     5,252     $ 27.39  

At January 1, 2016

     14,775     $ 34.53  

Granted (1)

     3,087       20.27  

Exercised (2)

     (232     12.64  

Forfeited/expired

     (6,955     38.92  

At December 31, 2016 – outstanding

     10,675     $ 28.03  

At December 31, 2016 – exercisable

     6,061     $ 31.24  

 

  (1)

Effective January 1, 2017, the Company has stopped granting options under the stock option plan. Stock options granted during the year ended December 31, 2016 vest over 3 years, are exercisable at C$20.27 per option, expire in 2023 and had a total fair value of $15 million at the date of grant.

  (2)

The weighted average share price at the date stock options were exercised was C$21.78 (2016 – C$20.74).

The weighted average fair value of stock options granted during the year ended December 31, 2016 of $4.89 per option was calculated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions and inputs:

 

      2016  

Expected life

     3.3 years  

Expected volatility

     45.3

Expected dividend yield

     0.8

Risk-free interest rate

     0.5

Weighted average share price

     15.24  

The expected volatility assumption is based on the historical and implied volatility of Goldcorp’s Canadian dollar common share price on the Toronto Stock Exchange. The risk-free interest rate assumption is based on yield curves on Canadian government zero-coupon bonds with a remaining term equal to the stock options’ expected life. The Company estimated a forfeiture rate of 12.6% for the options granted during the year ended December 31, 2016.

 

GOLDCORP  |   65


(In millions of United States dollars, except where noted)

 

The following table summarizes information about the Company’s stock options outstanding at December 31, 2017:

 

     Options Outstanding      Options Exercisable  

  Exercise Prices

  (C$/option)

  

Options

Outstanding

(000’s)

    

Weighted

Average

Exercise

Price

(C$/option)

    

Weighted

Average

Remaining

Contractual

Life

(years)

    

Options

Outstanding

and

Exercisable

(000’s)

    

Weighted

Average

Exercise

Price

  (C$/option)

    

Weighted

Average

Remaining

Contractual

Life

(years)

 

$4.17 - $4.50

     192      $ 4.32        2.7        192      $ 4.32        2.7  
 

$20.27

     2,106        20.27        4.9        732        20.27        4.7  
 

$26.66 - 29.63

     2,793        27.49        3.0        2,124        27.60        2.7  
 

$29.63 - $33.48

     2,204        31.55        0.7        2,204        31.55        0.7  
       7,295      $ 26.02        2.8        5,252      $ 27.39        2.1  

RSUs

Under the RSU Plan, RSUs are granted to employees and directors as a discretionary payment in consideration of past services to the Company. Each RSU entitles the holder to one common share at the end of the vesting period.

The Company granted 1.6 million RSUs during the year ended December 31, 2017, the majority of which vests over 3 years (2016 – 2.5 million RSU’s issued, 0.2 million of which vested immediately with the remaining vesting over 3 years). The grant date fair value was $16.94 per RSU (2016 – $15.59) with a total fair value of $27 million (2016 – $39 million) based on the market value of the underlying shares at the date of issuance. The Company estimated a forfeiture rate of 17.3% for the RSUs granted during the year ended December 31, 2017 (2016 – 16.7%).

During the year ended December 31, 2017, 1.6 million (2016 – 1.9 million) of common shares were issued from the vesting of RSUs. At December 31, 2017, there were 2.9 million RSUs outstanding (December 31, 2016 – 3.4 million).

 

  (b)

PSUs

Under the amended 2017 PSU plan, PSUs are granted to senior management, where each PSU has a value equal to one Goldcorp common share. The payout for each performance share unit is determined by a shareholder return metric, measured against a select peer group of companies during a three-year performance period, and other internal financial performance measures. There is no payout if performance does not meet a certain threshold. Under the 2016 PSU Plan, the payout was based on a performance multiplier on both total shareholder return relative to our gold mining peers and an absolute total shareholder return.

The initial fair value of the liability is calculated as of the grant date and is recognized within share-based compensation expense using the straight-line method over the vesting period. Subsequently, at each reporting date and on settlement, the liability is remeasured with changes in fair value recognized as share-based compensation expense or recovery over the vesting period.

During the year ended December 31, 2017, the Company issued 0.7 million PSUs (2016 – 0.5 million) with a total fair value of $13 million (2016 – $6 million) at the date of issuance.

At December 31, 2017, the carrying amount of PSUs outstanding and included in other current liabilities and other non-current liabilities in the Consolidated Balance Sheets was $1 million and $2 million, respectively (December 31, 2016 –$nil and $1 million, respectively). At December 31, 2017, the total intrinsic value of PSUs outstanding and vested was $nil (December 31, 2016 – $nil). During the year ended December 31, 2017, the total intrinsic value of PSUs vested and exercised was nominal (2016 – $3 million). The Company estimated a forfeiture rate of 8.1% for the PSUs granted during the year ended December 31, 2017 (2016 – 8.1%).

Total share-based compensation expense included in corporate administration in the Consolidated Statements of Earnings relating to PSUs for the year ended December 31, 2017 was $3 million (2016 – nominal). At December 31, 2017, there were 1.0 million PSUs outstanding (December 31, 2016 – 0.8 million).

 

  (c)

PRUs

 

GOLDCORP  |   66


Under the PRU Plan, participants are granted a number of PRUs which entitle them to a cash payment equivalent to the fair market value of one common share for each PRU held by the participant on the vesting date.

The Company issued 0.4 million PRUs during the year ended December 31, 2017 (2016 – 0.7 million), which vest over 3 years (2016 – 3 years) and had a fair value of $7 million (2016 – $11 million) based on the market value of the underlying shares at the date of issuance (weighted average fair value per unit – $16.99 (2016 – $15.56).

Total share-based compensation relating to PRUs for the year ended December 31, 2017 was $3 million (2016 – $8 million), which is included in corporate administration in the Consolidated Statements of Earnings.

At December 31, 2017, the total carrying amount of the 0.6 million PRUs outstanding (2016 – 0.8 million) and included in other current liabilities and other non-current liabilities in the Consolidated Balance Sheets was $3 million and $2 million, respectively (December 31, 2016 – $5 million and $2 million, respectively).

 

  (d)

Employee share purchase plan (“ESPP”)

During the year ended December 31, 2017, the Company recorded compensation expense of $5 million (2016 – $4 million), which was included in corporate administration in the Consolidated Statements of Earnings, representing the Company’s contributions to the ESPP measured using the market price of the underlying shares at the dates of contribution.

 

  (e)

Issued share capital

The Company has an unlimited number of authorized shares and does not reserve shares for issuances in connection with the exercise of stock options, the vesting of RSU and share purchases from the ESPP.

 

29.

RELATED PARTY TRANSACTIONS

 

  (a)

Related party transactions

The Company’s related parties include its subsidiaries, associates, joint venture and joint operation over which it exercises significant influence, and key management personnel. During its normal course of operations, the Company enters into transactions with its related parties for goods and services. There were no related party transactions for the years ended December 31, 2017 and 2016 that have not been disclosed in these consolidated financial statements (notes 9 and 20) .

 

  (b)

Compensation of directors and other key management personnel

The remuneration of the Company’s directors and other key management personnel during the years ended December 31 are as follows:

 

                                                 
      2017      2016  

Short-term employee benefits (1)

   $ 9      $ 8  

Post-employment benefits

     1        1  

Termination benefits

     4        6  

Share-based compensation

     6        6  
     $ 20      $ 21  

 

  (1)

Short-term employee benefits include salaries, bonuses payable within twelve months of the balance sheet date and other annual employee benefits.

 

GOLDCORP  |   67


(In millions of United States dollars, except where noted)

 

30.

CONTINGENCIES

Due to the size, complexity and nature of the Company’s operations, various legal, tax, environmental and regulatory matters are outstanding from time to time. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. While the outcomes of these matters are uncertain, based upon the information currently available and except as noted in note 30(a), the Company does not believe that these matters in aggregate will have a material adverse effect on its consolidated financial position, cash flows or results of operations. In the event that management’s estimate of the future resolution of these matters changes, the Company will recognize the effects of these changes in its consolidated financial statements in the appropriate period relative to when such changes occur.

 

(a)

Tax Reassessment from Mexican Tax Authority

During 2016, the Company received reassessment notices from the Mexican Tax Authority for two of its Mexican subsidiaries primarily related to a reduction in the amount of deductible interest paid on related party debt by those subsidiaries during their 2008 and 2009 fiscal years, and the disallowance of certain intra company fees and expenses. The 2008 fiscal year notices reassess an additional $11 million of income tax, interest, and penalties. The 2009 fiscal year notices reassess an additional $95 million of income tax, interest and penalties relating to the reduction in the amount of deductible interest paid to related parties, and the assertion that tax should have been withheld on the interest paid at a rate of 28% rather than the 10% tax treaty rate relied upon.

In respect of the fiscal 2008 year, the Mexican Tax Authority’s position is that the interest rates charged on the related party debt are not interest rates that independent parties would have agreed to. In respect of the fiscal 2009 year, the Mexican Tax Authority’s position is that the debts did not have a valid business purpose and therefore denied the interest deduction and have assessed a higher rate of Mexican withholding taxes on the interest paid.

The Company’s Mexican subsidiaries incurred debt owing to a related company for the purpose of growing their Mexican business of investing in mining development and operations directly or indirectly. The Company believes that the terms of the debt and applicable interest rate are consistent with terms that would apply between unrelated parties and had prepared the required contemporaneous documentation supporting their arm’s length nature with the assistance of independent transfer pricing specialists.

As a result the Company disputes the positions taken by the Mexican Tax Authority, believes it has filed its tax returns and paid applicable taxes in compliance with Mexican income tax laws and has substantial defenses to these assessments. No amounts have been recorded for any potential liability arising from these matters. The intercompany debt remained in place for years subsequent to 2009 and these years remain open to audit by the Mexican Tax Authority and could be reassessed. The outcome of any potential reassessments for the Company’s Mexican subsidiaries’ 2010 through 2017 years is not readily determinable but could have a material impact on the Company.

The Company intends to vigorously defend its tax filing positions.

 

(b)

Securities Class Action Lawsuits

United States shareholder class action lawsuit

Following the publication on August 24, 2016 of a news article relating to operations at the Company’s Peñasquito mine, several putative class action lawsuits were filed against the Company and certain of its current and former officers in the U.S. District Court for the Central District of California and one class action lawsuit was filed in the U.S. District Court for the Southern District of New York. On November 21, 2016, a lead plaintiff (“Plaintiff”) was appointed and all claims were consolidated into one action in the U.S. District Court for the Central District of California. On December 8, 2016, the Plaintiff filed an Amended Class Action Complaint and on December 22, 2016, the Plaintiff filed a Corrected Amended Class Action Complaint (the “Amended Complaint”). The Amended Complaint alleges that the Company and certain of its current and former officers made materially false or misleading statements or materially false omissions in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) concerning the Peñasquito mine. The Amended Complaint purports to be brought on behalf of persons who purchased or otherwise acquired the Company’s securities during an alleged class period from March 31, 2014 to October 3, 2016. On January 20, 2017, the Company filed a motion to dismiss the Amended Complaint. On October 12, 2017, the U.S. District Court for the Central District of California issued an order dismissing the action. No loss was incurred by the Company.

 

GOLDCORP  |   68


Canadian shareholder class action lawsuit

On October 28, 2016 and February 14, 2017, separate proposed class actions were commenced in the Ontario Superior Court of Justice pursuant to the Class Proceedings Act (Ontario) against the Company and certain of its current and former officers. Both statement of claims alleged common law negligent misrepresentation in the Company’s public disclosure concerning the Peñasquito mine and also pleaded an intention to seek leave from the Court to proceed with an allegation of statutory misrepresentation pursuant to the secondary market civil liability provisions under the Securities Act (Ontario). By a consent order, the latter lawsuit will proceed, and the former action has been stayed. The active lawsuit purports to be brought on behalf of persons who acquired the Company’s securities in the secondary market during an alleged class period from October 30, 2014 to August 23, 2016. The Company believes the allegations made in the claim are without merit and intends to vigorously defend against this matter.

 

(c)

State of Zacatecas’ Ecological Tax

In December 2016, the State of Zacatecas in Mexico approved new environmental taxes that became effective January 1, 2017. Certain operations at the Company’s Peñasquito mine may be subject to these taxes. Payments are due monthly in arrears with the first payment due on February 17, 2017. The legislation provides little direction for how the taxes are to be calculated and therefore, the Company is not able to estimate the amount of the taxes with sufficient reliability.

Further, the Company believes that there is no legal basis for the taxes and filed legal claims challenging their constitutionality and legality on March 9, 2017. Other companies similarly situated also filed legal claims against the taxes and the Mexican federal government has filed a claim before the National Supreme Court against the State of Zacatecas challenging whether the State of Zacatecas had the constitutional authority to implement the taxes.

As the Company is not able to estimate the amount of the taxes with sufficient reliability, no amounts have been recorded for any potential liability.

 

(d)

Pueblo Viejo Dominicana Corporation (“PVDC”) Alleged Environmental Contamination

In October 2014, PVDC received a copy of an action filed in an administrative court in the Dominican Republic by Rafael Guillen Beltre (the “Petitioner”), who claims to be affiliated with the Dominican Christian Peace Organization. The Government of the Dominican Republic has also been notified of the action. The action alleges that environmental contamination in the vicinity of the Pueblo Viejo mine has caused illness and affected water quality in violation of the Petitioner’s fundamental rights under the Dominican Constitution and other laws. The primary relief sought in the action, which is styled as an “Amparo” remedy, is the suspension of operations at the Pueblo Viejo mine as well as other mining projects in the area until an investigation into the alleged environmental contamination has been completed by the relevant governmental authorities. On June 25, 2015, the trial court in the Municipality of Cotui (“Trial Court”) dismissed the legal action as the Petitioner failed to produce evidence to support his allegations. The Petitioner appealed the Trial Court’s decision to the Constitutional Court on July 21, 2015. On July 28, 2015, PVDC filed a motion to dismiss the appeal as it was filed after the expiry of the applicable filing deadline. The matter is pending ruling by the Constitutional Court. No amounts have been recorded for any potential liability or asset impairment arising from this matter, as PVDC cannot reasonably predict any potential losses.

 

GOLDCORP  |   69


CORPORATE OFFICE

  

STOCK EXCHANGE LISTING

Park Place

  

Toronto Stock Exchange: G

Suite 3400 – 666 Burrard Street

  

New York Stock Exchange: GG

Vancouver, BC V6C 2X8 Canada

  

Tel:     (604) 696-3000

  

TRANSFER AGENT

Fax:    (604) 696-3001

www.goldcorp.com

  

AST Trust Company (Canada)

  

1066 West Hastings Street, Suite 1600

TORONTO OFFICE

  

Vancouver, BC V6E 3X1 Canada

  

Toll free in Canada and the US: (800) 387-0825

Suite 3201 – 130 Adelaide Street West

  

Outside of Canada and the US: (416) 682-3860

Toronto, ON M5H 3P5 Canada

  

inquiries@canstockta.com

Tel:     (416) 865-0326

  

www.canstockta.com

Fax:    (416) 359-9787

  
  

AUDITORS

MEXICO OFFICE

  
  

Deloitte LLP

Paseo de las Palmas 425-15

  

Vancouver, BC

Lomas de Chapultepec

11000 Mexico, D.F.

  

INVESTOR RELATIONS

Tel:     52 (55) 5201-9600

  
  

Etienne Morin

GUATEMALA OFFICE

  

Toll free:    (800) 567-6223

  

Email:        info@goldcorp.com

5ta avenida 5-55 zona 14 Europlaza

  

Torre 1 Nivel 6 oficina 601

  

REGULATORY FILINGS

Guatemala City

  

Guatemala, 01014

  

The Company’s filings with the Ontario Securities Commission

Tel:     (502) 2329-2600

  

can be accessed on SEDAR at www.sedar.com.

ARGENTINA OFFICE

  

The Company’s filings with the US Securities and

  

Exchange Commission can be accessed on EDGAR

Avda. Leandro N. Alem 855, Piso 27

  

at www.sec.gov.

C1001AAD Capital Federal

  

Buenos Aires, Argentina

  

Tel:     54 114 323 7000

  

CHILE OFFICE

  

Avenida Apoquindo 4501, Oficina

703 Las Condes, Santiago, Chile

  

Tel:     56 2 2898 9300

  

Exhibit 99.4

CERTIFICATION

I, David Garofalo , certify that:

 

1.

I have reviewed this annual report on Form 40-F of Goldcorp Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5.

The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

Date: March 23, 2018

 

By:

 

/s/ David Garofalo

   

David Garofalo

   

President and Chief Executive Officer

 


CERTIFICATION

I, Jason Attew , certify that:

 

1.

I have reviewed this annual report on Form 40-F of Goldcorp Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

 

4.

The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

 

5.

The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

 

  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

 

Date: March 23, 2018

 

By:

 

/s/ Jason Attew

   

Jason Attew

   

Executive Vice President, Chief Financial Officer

and Corporate Development

Exhibit 99.5

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Goldcorp Inc. (the “Company”) on Form 40-F for the period ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Garofalo, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: March 23, 2018

 

/s/ David Garofalo

 

David Garofalo

 

President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Goldcorp Inc. and will be retained by Goldcorp Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the annual report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Goldcorp Inc. (the “Company”) on Form 40-F for the period ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jason Attew, Executive Vice President, Chief Financial Officer and Corporate Development of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: March 23, 2018

 

/s/ Jason Attew

 

Jason Attew

 

Executive Vice President, Chief Financial Officer and Corporate Development

A signed original of this written statement required by Section 906 has been provided to Goldcorp Inc. and will be retained by Goldcorp Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the annual report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

Exhibit 99.6

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of our reports dated February 14, 2018 relating to the consolidated financial statements of Goldcorp Inc. and subsidiaries and the effectiveness of Goldcorp Inc.’s internal control over financial reporting appearing in this Annual Report on Form 40-F of Goldcorp Inc. for the year ended December 31, 2017.

 

/s/ Deloitte LLP

Chartered Professional Accountants

Vancouver, Canada

March 23, 2018

 

Exhibit 99.7

CONSENT OF IVAN MULLANY

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Ivan Mullany, FAusIMM, consent to the references to my name in connection with (including, as an expert or “qualified person”) the Annual Report and any of the exhibits thereto, including as to (i) my review and approval of all scientific and technical information relating to mineral reserves and mineral resources contained in the Company’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2017 (the “MD&A”) which is attached as Exhibit 99.2 to the Annual Report, and (ii) other than with respect to the Red Lake Report, Peñasquito Report, Cerro Negro Report, Éléonore Report and Pueblo Viejo Mine (each as defined in the Company’s Annual Information Form for the year ended December 31, 2017 (the “AIF”) attached as Exhibit 99.1 to the Annual Report), my review and approval of all scientific and technical information contained in the AIF.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Ivan Mullany

Name: Ivan Mullany, FAusIMM

 

Exhibit 99.8

CONSENT OF STEPHANE BLAIS, P.ENG.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Stephane Blais, P.Eng., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Red Lake Operations, Ontario, Canada, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Stephane Blais

Name: Stephane Blais, P.Eng.

 

Exhibit 99.9

CONSENT OF CHRISTOPHER OSIOWY, P.GEO.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Christopher Osiowy, P.Geo., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Red Lake Operations, Ontario, Canada, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Christopher Osiowy

Name: Christopher Osiowy, P.Geo.

 

Exhibit 99.10

CONSENT OF NURI HMIDI, P.ENG.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Nuri Hmidi, P.Eng., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Red Lake Operations, Ontario, Canada, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Nuri Hmidi

Name: Nuri Hmidi, P.Eng.

 

Exhibit 99.11

CONSENT OF CHRISTINE BEAUSOLEIL, P.GEO.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Christine Beausoleil, P.Geo., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Éléonore Operations, Quebec, Canada, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Christine Beausoleil

Name: Christine Beausoleil, P.Geo.

 

Exhibit 99.12

CONSENT OF DENIS FLEURY, P.ENG.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Denis Fleury, P.Eng., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Éléonore Operations, Quebec, Canada, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Denis Fleury

Name: Denis Fleury, P.Eng.

 

Exhibit 99.13

CONSENT OF ANDY FORTIN, P.ENG.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Andy Fortin, P.Eng., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Éléonore Operations, Quebec, Canada, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Andy Fortin

Name:

 

Andy Fortin, P.Eng.

Exhibit 99.14

CONSENT OF LUC JONCAS, P.ENG.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Luc Joncas, P.Eng., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Éléonore Operations, Quebec, Canada, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Luc Joncas

Name:

 

Luc Joncas, P.Eng.

Exhibit 99.15

CONSENT OF DANIEL J. (DAN) REDMOND, P.GEO.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Daniel J. (Dan) Redmond, P.Geo., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Peñasquito Polymetallic Operation, Zacatecas State, Mexico, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Dan Redmond

Name:

 

Dan Redmond, P.Geo.

Exhibit 99.16

CONSENT OF DR. SALLY GOODMAN, P.GEO.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Dr. Sally Goodman, P.Geo., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Cerro Negro Operations, Santa Cruz Province, Argentina, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report, the Technical Report, and my review and approval of all scientific and technical information relating to exploration results contained in the Company’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2017 (the “MD&A”) which is attached as Exhibit 99.2 to the Annual Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Dr. Sally Goodman

Name: Dr. Sally Goodman, P.Geo.


CONSENT OF DR. SALLY GOODMAN, P.GEO.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Dr. Sally Goodman, P.Geo., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Peñasquito Polymetallic Operation, Zacatecas State, Mexico, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Dr. Sally Goodman

Name:

 

Dr. Sally Goodman, P.Geo.

Exhibit 99.17

CONSENT OF DR. GUILLERMO PAREJA, P.GEO.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Dr. Guillermo Pareja, P.Geo., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Cerro Negro Operations, Santa Cruz Province, Argentina, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Dr. Guillermo Pareja

Name: Dr. Guillermo Pareja, P.Geo.


CONSENT OF DR. GUILLERMO PAREJA, P.GEO.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Dr. Guillermo Pareja, P.Geo., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Peñasquito Polymetallic Operation, Zacatecas State, Mexico, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Dr. Guillermo Pareja

Name: Dr. Guillermo Pareja, P.Geo.

Exhibit 99.18

CONSENT OF MARINUS ANDRE (ANDRE) DE RUIJTER, P.ENG.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Marinus Andre (Andre) de Ruijter, P.Eng., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Peñasquito Polymetallic Operation, Zacatecas State, Mexico, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Andre De Ruijter

Name: Andre De Ruijter, P.Eng.

Exhibit 99.19

CONSENT OF ANDREW TRIPP, P.E.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Andrew Tripp, P.E., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Cerro Negro Operations, Santa Cruz Province, Argentina, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Andrew Tripp

Name: Andrew Tripp, P.E.

Exhibit 99.20

CONSENT OF KEVIN MURRAY, P.ENG.

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Kevin Murray, P.Eng., consent to (i) the use of and reference to the technical report dated 31 December, 2015, entitled “Cerro Negro Operations, Santa Cruz Province, Argentina, NI 43-101 Technical Report” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person”, in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Date: March 23, 2018

 

/s/ Kevin Murray

Name: Kevin Murray, P.Eng.

LOGO

EXHIBIT 99.21

CONSENT OF ROSMERY CÁRDENAS BARZOLA

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Rosmery Cárdenas Barzola, P.Eng., consent to (i) the use of and reference to the technical report dated March 19, 2018, entitled “Technical Report on the Pueblo Viejo Mine, Sanchez Ramirez Province, Dominican Republic” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person,” in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Dated this 23 day of March, 2018

 

 

/s/ Rosmery Cárdenas Barzola

Name:

 

Rosmery Cárdenas Barzola, P.Eng.

Title:

 

Principal Geologist

 

Roscoe Postle Associates Inc.

 

 

RPA Inc.  55 University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 |  T  +1 (416) 947 0907

  

www.rpacan.com

LOGO

EXHIBIT 99.22

CONSENT OF HUGO MIRANDA

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Hugo Miranda, MBA, ChMC (RM), consent to (i) the use of and reference to the technical Report dated March 19, 2018, entitled “Technical report on the Pueblo Viejo Mine, Sanchez Ramirez Province, Dominican Republic” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person,” in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Dated this 23 day of March, 2018

 

 

/s/ Hugo Miranda

Name:

 

Hugo Miranda, MBA, ChMC (RM)

Title:

 

Principal Mining Engineer

 

Roscoe Postle Associates Inc.

 

 

RPA Inc.  55 University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 |  T  +1 (416) 947 0907

  

www.rpacan.com

LOGO

EXHIBIT 99.23

CONSENT OF HOLGER KRUTZELMANN

In connection with the Annual Report on Form 40-F, and any amendments and exhibits thereto, of Goldcorp Inc. (the “Company”) for the year ended December 31, 2017 (collectively, the “Annual Report”), I, Holger Krutzelmann P.Eng., consent to (i) the use of and reference to the technical report dated March 19, 2018, entitled “Technical Report on the Pueblo Viejo Mine, Sanchez Ramirez Province, Dominican Republic” (the “Technical Report”), or portions thereof, that was prepared by me, that I supervised the preparation of and/or was reviewed and approved by me, (ii) the use of and references to my name, including as an expert or “qualified person,” in connection with the Annual Report and the Technical Report, and (iii) the information derived or summarized from the Technical Report that is included or incorporated by reference in the Annual Report and any of the exhibits thereto.

I also hereby consent to the incorporation by reference of such information contained in the Annual Report and exhibits thereto into Registration Statement Nos. 333-126039, 333-126040, 333-151243, 333-151251, 333-174376, 333-181116, 333-188805, 333-195816 and 333-213153 on Form S-8, No. 333-207371 on Form F-3 and No. 333-211892 on Form F-10 of the Company.

Dated this 23 day of March, 2018

 

 

/s/ Holger Krutzelmann

Name:

 

Holger Krutzelmann, P. Eng.

Title:

 

Associate Principal Metallurgist

 

Roscoe Postle Associates Inc.

 

 

RPA Inc.  55 University Ave. Suite 501 | Toronto, ON, Canada M5J 2H7 |  T  +1 (416) 947 0907

  

www.rpacan.com