Goldcorp/Osisko

Offer

Holders of common shares of Osisko are offered C$2.26 in cash and 0.146 of a Goldcorp common share for each share. The offer is conditional, inter alia, on 66 2/3% of the issued and outstanding Osisko shares (calculated on a fully-diluted basis) being tendered. No part of the consideration paid will be allocated to the SRP Rights (which will be deemed to be deposited with the related shares). Goldcorp expects to issue approximately 65M shares under the offer.

Osisko

Osisko is a CBCA corporation listed on the TSX and Frankfurt exchanges, and its shares are traded on the OTC Pink Current Information Marketplace. Its flagship asset is a Quebec mine. It has approximately 438M shares outstanding plus options on a further 23M shares.

Goldcorp

Goldcorp (an OBCA corporation with various gold properties in the western hemisphere) is listed on the TSX and NYSE. It has approximately 812M shares outstanding plus options on a further 17M shares.

Compulsory Acquisition/ Subsequent Acquisition Transaction

If 90% of the shares (other than those held by Goldcorp and affiliates) are taken up, Goldcorp intends to acquire the balance on the same terms as under the offer. If there instead is a Subsequent Acquisition Transaction, Goldcorp intends that the consideration offered would be the same as under the offer, and that the shares acquired under the offer would be voted in favour of such transaction.

Canadian tax consequences

The tendering of Osisko shares will not occur on a rollover basis (no s. 85(1) (or (2) election procedure is provided.)

Having regard to Goldcorp having non-resident subsidiaries, the tax disclosure:

is not applicable to a person that (i) is a corporation resident in Canada and (ii) is, or becomes as part of a transaction or event or series of transactions or events that includes the Offer, controlled by a non-resident corporation for the purposes of the foreign affiliate dumping rules in section 212.3….

No opinion expressed on a Subsequent Acquisition Transaction. Standard taxable Canadian property disclosure for non-residents.

U.S. Tax Consequences

[from Summary]. "[Such]… consequences of the Acquisition…to an Osisko Shareholder who is a citizen or resident of the United States for tax purposes will depend upon whether the Acquisition will be treated as a tax-deferred reorganization… . It is uncertain whether the Acquisition and certain related transactions will be treated as a tax-deferred reorganization because the availability of such treatment will depend upon (1) a number of factors that cannot be predicted currently (including the number of shares to be tendered to the Offer), and (2) whether certain other transactions occur after the Acquisition and, if so, whether the Acquisition and such other transactions may be characterized as a single, integrated transaction or as separate transactions…. In addition, the US federal income tax analysis with respect to each Osisko Shareholder will depend in part upon whether Osisko is treated as a PFIC with respect to such Osisko Shareholder. … Osisko has indicated in a public filing that it believes that it was a PFIC in prior years. Unless Osisko amalgamates with a subsidiary of Goldcorp following the offer or a Subsequent Acquisition Transaction, the transaction generally will be taxable. If such an amalgamation occurs, the disposition of Osisko shares for Goldcorp shares and/or cash may be treated as an exchange pursuant to a reorganization per s. 368(a) of the Code provided that the exchange transaction and the subsequent amalgamation are treated as a single integrated transaction. If so, a U.S. holder will realize gain on the exchange transaction only to the extent of the U.S. dollar value of any cash received (up to the amount of gain computed on ordinary principles)."