Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. Primero is authorized to issue an unlimited number of Primero Shares and an unlimited number of preference shares. As at July 11, 2011 there were: (i) 88,249,829 Primero Shares outstanding; (ii) Primero Options to acquire an aggregate of 8,314,490 Primero Shares; (iii) Primero Warrants to acquire an aggregate of 20,800,000 Primero Shares; (iv) Primero Broker Warrants to acquire an aggregate of 476,980 Primero Shares; and (v) no preference shares were issued and outstanding. Except for the Primero Convertible Note, Primero Options, Primero Broker Warrants and Primero Warrants, and except pursuant to this Agreement and the transactions contemplated hereby, as of the date hereof, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Primero or any of the Primero Subsidiaries to issue or sell any securities of or interest in Primero or any of the Primero Subsidiaries, from Primero or any of the Primero Subsidiaries. All issued and outstanding Primero Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Primero, except as disclosed in the Primero Disclosure Letter, or any of the Primero Subsidiaries having the right to vote with the Primero Shareholders on any matter. There are no outstanding contractual obligations of Primero or of any of the Primero Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Primero Shares or with respect to the voting or disposition of any outstanding Primero Shares. None of Primero and the Primero Subsidiaries is party to any shareholder, pooling, voting trust or similar agreement relating to the issued and outstanding securities of Primero or any of the Primero Subsidiaries.

Capitalization and Listing. Primero is (i) The authorized to issue share capital of Goldcorp consists of an unlimited number of Primero Shares and an unlimited number of preference sharesGoldcorp Shares. As at July 11, 2011 of the date of this Agreement there were: are outstanding (iA) 88,249,829 Primero 867,551,731 Goldcorp Shares issued and outstanding; (iiB) Primero Goldcorp Options providing for the issuance of up to acquire an aggregate of 8,314,490 Primero Shares; (iii) Primero Warrants to acquire an aggregate of 20,800,000 Primero Shares; (iv) Primero Broker Warrants to acquire an aggregate of 476,980 Primero Shares4,896,639 Goldcorp Shares upon the exercise thereof; and (vC) no preference shares were issued and outstandingGoldcorp RSUs that will result in the issuance of up to 3,216,592 Goldcorp Shares upon the vesting thereof in accordance with the Goldcorp RSU Plan. Except for the Primero Convertible Note, Primero Options, Primero Broker Warrants and Primero Warrants, and except pursuant to this Agreement and the transactions contemplated herebyIn addition, as of the date hereof, of this Agreement there are no options(A) 1,723,204 Goldcorp PSUs outstanding under the Goldcorp PSU Plan, warrants, conversion privileges or other rights, agreements, arrangements or commitments and (pre-emptive, contingent or otherwiseB) obligating Primero or any of 887,677 Goldcorp Phantom RSUs outstanding under the Primero Subsidiaries to issue or sell any securities of or interest in Primero or any of the Primero Subsidiaries, from Primero or any of the Primero SubsidiariesGoldcorp Phantom RSU Plan. All issued and outstanding Primero Goldcorp Shares have been, and all Goldcorp Shares issuable upon the exercise or vesting of rights under the Goldcorp Options and the Goldcorp RSUs in accordance with their terms have been duly authorized and are and, upon issuance, will be, validly issued and outstanding as fully paid and non-assessable sharesshares of Goldcorp and are not and will not be, free of as applicable, subject to or issued in violation of, any pre-emptive rights. As Except as set forth in Section 3.1(g)(i) of the date hereofGoldcorp Disclosure Letter, and except for the Goldcorp Options and Goldcorp RSUs referred to in this Section 3.1(g)(i) and any Goldcorp RSUs granted in accordance with Section 5.1(b)(iii), there are no issued, outstanding bondsor authorized options, debentures warrants, conversion privileges, calls, or pre-emptive, redemption, repurchase, stock appreciation or other evidences rights, shareholder rights plans, agreements, arrangements, commitments or obligations of indebtedness Goldcorp, any of Primero, except as disclosed in the Primero Disclosure Letter, its Subsidiaries or any of the Primero Subsidiaries having Goldcorp JV Entities to issue or sell any shares in the right to vote with the Primero Shareholders on any matter. There are no outstanding contractual obligations capital of Primero Goldcorp or shares, partnership interests or other equity interests of any of the Primero its Subsidiaries to repurchaseor securities or obligations of any kind convertible into, redeem exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any outstanding Primero Shares shares in the capital of Goldcorp or with respect to the voting shares, partnership interests or disposition other equity interests of any outstanding Primero Shares. None of Primero and its Subsidiaries or the Primero Subsidiaries value of which is party to any shareholder, pooling, voting trust or similar agreement relating to based on the issued and outstanding value of the securities of Primero Goldcorp or any of its Subsidiaries, and other than the Primero SubsidiariesGoldcorp Incentive Plans, there are no equity or security based compensation arrangements maintained by Goldcorp.