Execution Version

ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT (the Agreement) dated December 23, 2004.

BETWEEN:

GOLDCORP INC., a corporation existing under the laws of the Province of Ontario, Canada

(Goldcorp)

and

WHEATON RIVER MINERALS LTD., a corporation existing under the laws of the Province of Ontario, Canada

(Wheaton)

     WHEREAS Goldcorp and Wheaton wish to enter into a business combination that would be favourable to Goldcorp and Wheaton and their respective shareholders;

     AND WHEREAS the business combination, considered in its entirety as a single integrated transaction, is intended to qualify for U.S. federal income tax purposes as a reorganization under the provisions of Section 368(a) of the United States Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder and other applicable U.S. federal income tax law;

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

1.		INTERPRETATION
1.1		Defined Terms. In this Agreement:

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		Acquisition Proposal means, in respect of Wheaton or Goldcorp, any proposal or offer made by any person, other than the other party and its affiliates, with respect to any proposed transaction (by purchase, merger, amalgamation, arrangement, business combination, liquidation, dissolution, recapitalization, take-over bid or otherwise, including, for greater certainty, the proposed offer for Goldcorp Common Shares announced by Glamis Gold Ltd. on December 16, 2004, that could result in any person (or group of persons acting jointly or in concert), other than the other party and its affiliates, acquiring or beneficially owning or exercising control or direction over: (i) a material portion of the assets of it and its Subsidiaries, on a consolidated basis; or (ii) together with any of its common shares or any equity shares or voting shares of any of its Subsidiaries beneficially owned by such person (or group of persons acting jointly or in concert) or over which such person (or group of persons acting jointly or in concert) exercised direction or control prior to such proposal or offer, 10% or more of its common shares or the equity shares or voting shares of any of its Subsidiaries.
		AMEX means the American Stock Exchange.
		business day means any day other than a Saturday, Sunday, a public holiday or a day on which commercial banks are not open for business in the Cities of Toronto or Vancouver.
		Confidentiality Agreement means the confidentiality agreement dated December 3, 2004 between Goldcorp and Wheaton.
		Directors Circular means the directors circular of the directors of Wheaton relating to the Offer, as amended from time to time.
		Encumbrance includes any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or

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		privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing.
		Environmental Approvals means all permits, certificates, licences, authorizations, consents, instructions, registrations, directions or approvals or similar authority issued or required by any Governmental Entity pursuant to any Environmental Law.
		Environmental Condition means the spill, discharge, disposal, deposit, emission or release into the environment (including, without limitation, ambient air, surface water, groundwater or land), generation, receiving, handling, use, storage, containment, treatment, transportation, shipment or disposition prior to the Closing Date of any Hazardous Substance by any person in respect of which remedial action is required under any Environmental Laws or as to which any liability is currently or in the future imposed upon any person based upon the acts or omissions of any person prior to the Closing Date with respect to any Hazardous Substance or reporting with respect thereto.
		Environmental Laws means all applicable Laws, including applicable common law, relating to the protection of the environment and employee and public health and safety, and includes Environmental Approvals.
		Expiry Date has the meaning set out in section 2.8 hereof.
		Expiry Time means the time at which the Offer expires in accordance with its terms and in accordance with the Securities Laws.
		Goldcorp Circular means the management information circular to be prepared by Goldcorp in respect of the Goldcorp Meeting.
		Goldcorp Common Shares means common shares of Goldcorp.
		Goldcorp Disclosure Letter means the letter of even date herewith delivered by Goldcorp to Wheaton in a form accepted by and initialled on behalf of Wheaton with respect to certain matters in this Agreement.

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		Goldcorp Group Companies means Goldcorp, the Goldcorp Subsidiaries and the Goldcorp Significant Interest Companies, collectively.
		Goldcorp Meeting means a special meeting of the Goldcorp Shareholders called to consider an ordinary resolution to approve the Goldcorp Share Issuance, and shall include any adjournment or postponement thereof.
		Goldcorp Options means the options of Goldcorp, as at December 22, 2004, to purchase an aggregate of 6,144,479 Goldcorp Common Shares issued pursuant to the Goldcorp Share Option Plan, a summary of which is provided in Schedule D hereto.
		Goldcorp Share Issuance means the issuance by Goldcorp of Goldcorp Common Shares pursuant to the Offer and the Subsequent Acquisition Transaction.
		Goldcorp Share Option Plan means the share option plan of Goldcorp adopted in 2000.
		Goldcorp Shareholders means, collectively, the holders of Goldcorp Common Shares.
		Goldcorp Significant Interest Companies means the corporations identified as such in Schedule B attached hereto, collectively.
		Goldcorp Subsidiaries means the corporations identified as such in Schedule B attached hereto, collectively.
		Goldcorp Warrants means: (i) the 3,000,000 share purchase warrants expiring May 13, 2009, each of which entitles the holder to acquire two Goldcorp Common Shares, at a total price of C$20.00 (C$10.00 per share); and (ii) the 4,000,000 share purchase warrants expiring April 30, 2007, each of which entitles the holder to acquire two Goldcorp Common Shares at a total price of $25.00 ($12.50 per share).

		Governmental Entity means any applicable: (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (ii) any subdivision, agency, commission, board or authority of any of the foregoing; or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.
		Hazardous Substance means any pollutant, contaminant or waste of any nature, and any substance, including deleterious substance, hazardous substance, hazardous material, toxic substance, dangerous substance or dangerous good as defined, judicially interpreted or identified in or for the purposes of any Environmental Law.
		Investment Laws means, collectively, the Competition Act (Canada), the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Foreign Acquisition and Takeovers Act 1975 (Cth) (Australia) and other similar laws of other jurisdictions in which the Offer is made or in which Goldcorp or Wheaton carries on business, including, without limitation, in Brazil, Argentina and Mexico.
		Laws means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, statutes, instruments, policies, notices, directions and judgments or other requirements of any Governmental Entity.
		Material Adverse Change means, in respect of Goldcorp or Wheaton, any one or more changes, events or occurrences, and Material Adverse Effect means, in respect of Goldcorp or Wheaton, any state of facts, which, in either case, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, prospects, assets, liabilities or financial condition of Goldcorp and the Goldcorp Subsidiaries, or Wheaton and the Wheaton Subsidiaries, respectively, on a consolidated basis, other than any change, effect, event or occurrence: (i) relating

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		to the global economy or securities markets in general; (ii) affecting the worldwide gold, copper or silver mining industries in general and which does not have a materially disproportionate effect on Goldcorp and the Goldcorp Subsidiaries on a consolidated basis, or Wheaton and the Wheaton Subsidiaries on a consolidated basis, respectively; (iii) resulting from changes in the price of gold, copper or silver; or (iv) relating to changes in currency exchange rates, and references in this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, interpretive of the amount used for the purpose of determining whether a Material Adverse Change has occurred or whether a state of facts exists that has or could have a Material Adverse Effect and such defined terms and all other references to materiality in this Agreement shall be interpreted without reference to any such amounts.
		Minimum Tender Condition has the meaning set out in Schedule A.
		NYSE means the New York Stock Exchange.
		OBCA means the Business Corporations Act (Ontario).
		Offer means the offer to be made by the Offeror pursuant to this Agreement to purchase all of the outstanding Wheaton Common Shares upon and subject to the terms and conditions described in Schedule A and shall include any further amendments or variations to, or extensions of, such Offer, made in accordance with the terms of this Agreement.
		Offer Documents means, collectively, the Offer and the take-over bid circular, the Schedule TO to be filed with the SEC, the letter of transmittal and the letter of guaranteed delivery relating to the Offer, and other documents relating to the Offer filed with the SEC, in each case as amended from time to time.
		Offeror means, collectively, Goldcorp and Subsidiary Bidco.
		Response Period has the meaning set out in subsection 8.5(a)(ii).

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		SEC means the Securities and Exchange Commission of the United States of America;
		Securities Authorities means the Ontario Securities Commission and the other securities regulatory authorities in the provinces and territories of Canada and the SEC, collectively.
		Securities Laws means, collectively, any securities laws applicable to the Offer, including, without limitation, the Securities Act (Ontario) and the rules and regulations made thereunder, the similar legislation, rules and regulations of the other Canadian provinces, the applicable laws of the United States and other similar laws of other jurisdictions in which the Offer is made.
		Share Exchange Ratio means the ratio of 0.25 of a Goldcorp Common Share for each Wheaton Common Share.
		Subsequent Acquisition Transaction means a transaction to acquire any Wheaton Common Shares not tendered to the Offer involving the continuance of Wheaton under the laws of the Province of Nova Scotia followed by the amalgamation of Wheaton and Subsidiary Bidco (pursuant to which Wheaton Shareholders would receive Goldcorp Common Shares directly from Goldcorp), and otherwise satisfying, in Wheatons opinion, the requirements for qualifying, together with the Offer as a single integrated transaction, as a reorganization within the meaning of section 368(a) of the U.S. Tax Code for U.S. federal income tax purposes.
		Subsequent Offering Period means a subsequent offering period following the Offer pursuant to Rule 14d-11 under the 1934 Act.
		Subsidiary means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate,

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		excluding any body corporate in respect of which such entitlement to elect directors is not exercised by the specified body corporate as a result of any existing contract, agreement or commitment, and, in the case of Goldcorp, includes the Goldcorp Subsidiaries and, in the case of Wheaton, includes the Wheaton Subsidiaries.
		Subsidiary Bidco means a wholly-owned subsidiary of Goldcorp that is incorporated under the laws of the Province of Nova Scotia as an unlimited liability company.
		Superior Proposal has the meaning set out in Section 8.2(a).
		Tax and Taxes means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, Canada or Qubec Pension Plan premiums, excise, severance, social security, workers compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any Governmental Entity on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing.
		Tax Act means the Income Tax Act (Canada).

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		Tax Returns means all returns, schedules, elections, declarations, reports, information returns and statements required to be filed with any Governmental Entity relating to Taxes.
		TSX means the Toronto Stock Exchange.
		U.S. Tax Code means The United States Internal Revenue Code of 1986, as amended, or any successor thereto.
		Wheaton Common Shares means the outstanding common shares of Wheaton, including any such common shares issued upon the exercise of Wheaton Options and Wheaton Warrants.
		Wheaton Disclosure Letter means the letter of even date herewith delivered by Wheaton to Goldcorp in a form accepted by and initialled on behalf of Goldcorp with respect to certain matters in this Agreement.
		Wheaton Group Companies means Wheaton and the Wheaton Subsidiaries and the Wheaton Significant Interest Companies, collectively.
		Wheaton Options means the options of Wheaton to purchase an aggregate of 20,231,497 Wheaton Common Shares issued pursuant to the Wheaton Share Option Plans and the options to purchase an aggregate of 700,000 Wheaton Common Shares issued pursuant to the acquisition of the Luismin mine, which options are subject to the terms of Wheatons 2001 Share Option Plan, a summary of which is provided in Schedule E hereto.
		Wheaton Series A Warrants means those warrants referred to in paragraph (ii) of the definition of Wheaton Warrants below.
		Wheaton Share Option Plans means the share option plans of Wheaton adopted in 1995 and 2001.
		Wheaton Shareholders means, collectively, the holders of Wheaton Common Shares.

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		Wheaton Significant Interest Companies means the corporations identified as such in Schedule C attached hereto, collectively.
		Wheaton Subsidiaries means the corporations identified as such in Schedule C attached hereto, collectively.
		Wheaton Warrants means: (i) the 54,716,772 warrants expiring May 30, 2007 entitling the holders to purchase an aggregate of 54,716,772 Wheaton Common Shares at a price of C$1.65 per Wheaton Common Share issued and outstanding pursuant to the warrant indenture dated May 30, 2002 between Wheaton and CIBC Mellon Trust Company; (ii) the 57,341,837 Series A Warrants, expiring May 30, 2007, entitling the holders to purchase an aggregate of 57,341,837 Wheaton Common Shares at a price of C$1.65 per Wheaton Common Share issued and outstanding pursuant to the warrant indenture dated February 27, 2003 between Wheaton and CIBC Mellon Trust Company; and (iii) the 64,296,174 Series B Warrants, expiring August 25, 2008, entitling the holders to purchase an aggregate of 64,296,174 Wheaton Common Shares at a price of C$3.10 per Wheaton Common Share issued and outstanding pursuant to the Warrant Indenture dated August 25, 2003 between Wheaton and CIBC Mellon Trust Company, and two supplemental warrant indentures dated October 14, 2003 and January 8, 2004, respectively, each of which is between Wheaton and CIBC Mellon Trust Company.
		Wheaton Warrant Indentures means the warrant indentures made between Wheaton and CIBC Mellon Trust Company dated May 30, 2002, February 27, 2003 and August 25, 2003 as such indentures have been amended or supplemented prior to the date hereof.
		1933 Act means the Securities Act of 1933, as amended, of the United States of America.
		1934 Act means the Securities Exchange Act of 1934, as amended, of the United States of America.

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1940 Act means the Investment Company Act of 1940, as amended, of the United States of America.

1.2     Governing Law. This Agreement shall be governed by and interpreted in accordance with the Laws of the Province of Ontario and the federal laws of Canada applicable therein, but the reference to such laws will not, by conflict of laws rules or otherwise, require the application of the law of any jurisdiction other than the Province of Ontario. Each party hereto hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario in respect of all matters arising under or in relation to this Agreement.

1.3     Headings. The headings contained in this Agreement are for convenience of reference only and will not affect in any way the meaning or interpretation of this Agreement.

1.4     Severability. Any provision of this Agreement that is declared by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of this Agreement, and any such invalidity or unenforceability in any jurisdiction will not alone invalidate or render unenforceable such provision in any other jurisdiction.

1.5     Currency. Unless otherwise stated, all references in this Agreement to amounts of money are expressed in lawful money of United States.

1.6     Meaning of Certain Phrase. In this Agreement the phrase in the ordinary and regular course of business will mean and refer to those activities that are normally conducted by corporations engaged in the exploration for precious and base metals and in the construction and operation of precious and base metal mines.

1.7     Knowledge. Where the phrases to the knowledge of Goldcorp or to Goldcorps knowledge or to the knowledge of Wheaton or to Wheatons knowledge are used: (i) in respect of Goldcorp, the Goldcorp Subsidiaries, Wheaton or the Wheaton Subsidiaries, such phrase shall mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon: (A) in the case of Goldcorp and the Goldcorp Subsidiaries,

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the collective actual knowledge of those officers of Goldcorp and the Goldcorp Subsidiaries set forth in Schedule H hereto, and (B) in the case of Wheaton and the Wheaton Subsidiaries, the collective actual knowledge of those officers of Wheaton and the Wheaton Subsidiaries set forth in Schedule I hereto; and (ii) to qualify any representation and warranty or statement made in respect of the Goldcorp Significant Interest Companies or the Wheaton Significant Interest Companies, such phrase shall mean that (A) in the case of the Goldcorp Significant Interest Companies, to the collective actual knowledge of those officers of Goldcorp and the Goldcorp Subsidiaries and those officers, directors or members of a management or operating committee of a Goldcorp Significant Interest Company who are set forth in Schedule H hereto, they have no actual knowledge that the representation and warranty or statement qualified by such phrase is incorrect, and (B) in the case of the Wheaton Significant Interest Companies, to the collective actual knowledge of those officers of Wheaton and the Wheaton Subsidiaries and those officers, directors or members of a management or operating committee of a Wheaton Significant Interest Company who are set forth in Schedule I hereto, they have no actual knowledge that the representation and warranty or statement qualified by such phrase is incorrect.

1.8     Schedules. The following are the Schedules attached to and incorporated in this Agreement by reference and are deemed to form a part of this Agreement:

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1.9          Commercially Reasonable Efforts. Each of Goldcorp and Wheaton acknowledges and agrees that, for all purposes of this Agreement, an obligation on the part of either party to use its commercially reasonable efforts to obtain any waiver, consent, approval, authorization or other document or perform any action shall not require such party to make any payment to any person for the purpose of procuring or performing, as the case may be, the same, other than payments for amounts due and payable to such person, payments for incidental expenses incurred by such person and payments required by any applicable Laws.

2.     THE OFFER

2.1          The Offer. As soon as practicable after the date of this Agreement, the Offeror will make the Offer in accordance with this Agreement and the Securities Laws. Provided that the Offeror has received the list of registered holders and beneficial owners of Wheaton Common Shares, and all regulatory waivers, consents and approvals that are necessary to permit the Offeror to mail the Offer, and provided further that the Offeror is not otherwise prohibited from making the Offer by a court or regulatory authority of competent jurisdiction, the Offeror will make the Offer by December 31, 2004. Wheaton Shareholders subject to Tax will be permitted to tender Wheaton Common Shares to Goldcorp.

2.2          Consideration. The Offeror shall make the Offer on the basis of the Share Exchange Ratio. No fractional Goldcorp Common Shares will be issued pursuant to the Offer; any fractional number of Goldcorp Common Shares equal to or greater than 0.5 will be rounded up to the nearest whole number and less than 0.5 will be rounded down to the nearest whole number.

2.3          Offer Documents. The form and content of the Offer Documents will comply in all material respects with the requirements of the Securities Laws. Wheaton will use its reasonable efforts to assist, and to cooperate with, the Offeror in sending the Offer Documents to Wheaton Shareholders, including, without limitation, providing to the Offeror promptly, from time to time, lists of the registered holders and beneficial owners of Wheaton Common Shares. The Offeror will send the Offer Documents to Wheaton Shareholders by mail, and will file the Offer Documents with the applicable securities regulatory authorities in accordance with the Securities Laws. Prior to the mailing of the Offer Documents, the Offeror will provide Wheaton

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with an opportunity to review and comment on the Offer Documents recognizing that whether or not such comments are appropriate will be determined by the Offeror, acting reasonably.

2.4          Registration Statement. Goldcorp shall, prior to or at the time of issue of the Goldcorp Common Shares to be issued pursuant to the Offer, have declared effective a registration statement on Form F-10 registering such shares under the 1933 Act.

2.5           Listing. Goldcorp shall effect the listing of the Goldcorp Common Shares to be issued pursuant to the Offer on the TSX and the NYSE at the time of issue of such shares.

2.6      Expiry Time. The initial Expiry Time will be 12:01 a.m. (Vancouver time) on the 36^th calendar day after the date on which the Offer Documents are mailed to Wheaton Shareholders (or, if such 36^th day is not a business day, on the next succeeding business day); provided that, if the conditions set forth in Schedule A are not satisfied at the Expiry Time, the Offeror may extend the Expiry Time, one or more times, in its sole discretion, subject only to section 2.8. The Offeror will comply with all applicable Securities Laws in connection with any such extension of the Expiry Time and the Offeror reserves the right to make available a Subsequent Offering Period provided that it complies with applicable Canadian Securities Laws.

2.7      Take Up and Payment. Subject to the satisfaction or waiver of the conditions set forth in Schedule A, the Offeror will, within the time periods required by the Securities Laws, take up and pay for all Wheaton Common Shares validly tendered (and not properly withdrawn) pursuant to the Offer.
 

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