Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. (i) The authorized share capital of Goldcorp consists of an unlimited number of Goldcorp Shares. As of the date of this Agreement there are outstanding (A) 867,551,731 Goldcorp Shares issued and outstanding; (B) Goldcorp Options providing for the issuance of up to 4,896,639 Goldcorp Shares upon the exercise thereof; and (C) Goldcorp 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. In addition, as of the date of this Agreement there are (A) 1,723,204 Goldcorp PSUs outstanding under the Goldcorp PSU Plan, and (B) 887,677 Goldcorp Phantom RSUs outstanding under the Goldcorp Phantom RSU Plan. All outstanding 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, upon issuance, will be, validly issued as fully paid and non-assessable shares of Goldcorp and are not and will not be, as applicable, subject to or issued in violation of, any pre-emptive rights. Except as set forth in Section 3.1(g)(i) of the Goldcorp 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 or authorized options, warrants, conversion privileges, calls, or pre-emptive, redemption, repurchase, stock appreciation or other rights, shareholder rights plans, agreements, arrangements, commitments or obligations of Goldcorp, any of its Subsidiaries or any of the Goldcorp JV Entities to issue or sell any shares in the capital of Goldcorp or shares, partnership interests or other equity interests of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any shares in the capital of Goldcorp or shares, partnership interests or other equity interests of any of its Subsidiaries or the value of which is based on the value of the securities of Goldcorp or any of its Subsidiaries, and other than the Goldcorp Incentive Plans, there are no equity or security based compensation arrangements maintained by Goldcorp. (ii) The Goldcorp Disclosure Letter sets forth a schedule, as of the date hereof and to the extent applicable, all outstanding grants to holders of Goldcorp Options, Goldcorp RSUs, Goldcorp Phantom RSUs and Goldcorp PSUs and the number, exercise price, date of grant, expiration dates, vesting schedules, performance criteria and whether vesting or exercise may be accelerated as a result, either alone or together with another event or occurrence, of the Arrangement. (iii) As of the date hereof, there are no outstanding obligations of Goldcorp or any of its Subsidiaries or, to the knowledge of Goldcorp, any of the Goldcorp Material JV Entities, to repurchase, redeem or otherwise acquire any Goldcorp Shares or any shares of, or partnership interests or other equity interests in, any of its Subsidiaries or the Goldcorp Material JV Entities, or qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of Goldcorp, any of its Subsidiaries or any of the Goldcorp Material JV Entities. No Subsidiary of Goldcorp nor, to the knowledge of Goldcorp, any of the Goldcorp JV Entities owns any Goldcorp Shares. (iv) All outstanding securities of Goldcorp have been issued in material compliance with all applicable Laws and any pre-emptive or similar rights applicable to them. (v) The Goldcorp Incentive Plans and the issuance of securities under such plans (including all outstanding Goldcorp Options, Goldcorp RSUs, Goldcorp Phantom RSUs and Goldcorp PSUs) have been recorded on Goldcorp’s financial statements in accordance with IFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices. (vi) There are no issued, outstanding or authorized bonds, debentures or other evidences of indebtedness of Goldcorp, its Subsidiaries or, to the knowledge of Goldcorp, the Goldcorp JV Entities or any other agreements, arrangements, instruments or commitments of any kind outstanding giving any Person, directly or indirectly, the right to vote (or that are convertible or exercisable for securities having the right to vote) with Goldcorp Shareholders on any matter. (vii) As of the date hereof, all dividends or distributions on securities of Goldcorp that have been declared or authorized have been paid in full. (viii) No securities of Goldcorp are owned by any of its Subsidiaries or any Goldcorp JV Entity.

Capitalization and Listing. (i) The authorized share capital of Goldcorp True Gold consists of an unlimited number of Goldcorp True Gold Shares. As of at the date of this Agreement there are outstanding are: (A) 867,551,731 Goldcorp 398,841,228 True Gold Shares validly issued and outstandingoutstanding as fully-paid and non-assessable shares of True Gold; (B) Goldcorp 30,817,602 outstanding True Gold Options providing for the issuance of 30,817,602 True Gold Shares upon the exercise thereof; (C) 270,000 outstanding True Gold DSUs providing for the issuance of up to 4,896,639 Goldcorp 270,000 True Gold Shares upon the exercise vesting thereof; and (CD) Goldcorp 645,000 outstanding True Gold RSUs that will result in providing for the issuance of up to 3,216,592 Goldcorp 645,000 True Gold Shares upon the vesting thereof in accordance with the Goldcorp RSU Planthereof. In addition, as of the date of this Agreement there are (A) 1,723,204 Goldcorp PSUs outstanding under the Goldcorp PSU Plan, and (B) 887,677 Goldcorp Phantom RSUs outstanding under the Goldcorp Phantom RSU Plan. All outstanding 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, upon issuance, will be, validly issued as fully paid and non-assessable shares of Goldcorp and are not and will not be, as applicable, subject to or issued in violation of, any pre-emptive rights. Except as set forth in Section 3.1(g)(i) of the Goldcorp 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 There are no issued, outstanding or authorized other options, warrants, conversion privileges, calls, or pre-emptive, redemption, repurchase, stock appreciation calls or other rights, shareholder rights plans, agreements, arrangements, commitments commitments, or obligations of Goldcorp, any of its Subsidiaries True Gold or any of the Goldcorp JV Entities True Gold Subsidiaries to issue or sell any shares in the capital of Goldcorp True Gold or shares, partnership interests or other equity interests of any of its the True Gold Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any shares in the capital of Goldcorp or shares, partnership interests or other equity interests of any of its Subsidiaries or the value of which is based on the value of the securities of Goldcorp True Gold or any of its the True Gold Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of True Gold or any of the True Gold Subsidiaries based upon the book value, income or any other attribute of True Gold or any of the True Gold Subsidiaries, other than the Goldcorp Incentive Plans, there 4,215,000 True Gold SARs. No Person is entitled to any pre-emptive or other similar right granted by True Gold or any of the True Gold Subsidiaries. The True Gold Shares are no equity listed on the TSX-V and are not listed or security based compensation arrangements maintained by Goldcorpquoted on any other market. (ii) The Goldcorp Schedule 3.1(g)(ii) to the True Gold Disclosure Letter sets forth a scheduleforth, as of the date hereof hereof, the holders of all outstanding True Gold Options, True Gold DSUs, True Gold RSUs and True Gold SARs and full details with respect to the extent all such securities (including, where applicable, all outstanding grants to holders of Goldcorp Options, Goldcorp RSUs, Goldcorp Phantom RSUs and Goldcorp PSUs and the number, exercise price, date prices and vesting and expiration dates of grant, expiration dates, vesting schedules, performance criteria and whether vesting or exercise such securities). All True Gold Shares that may be accelerated issued pursuant to the exercise or vesting, as a result, either alone or together with another event or occurrenceapplicable, of outstanding True Gold Options, True Gold DSUs and True Gold RSUs will, when issued in accordance with the Arrangementterms thereof, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. In addition, True Gold has provided Endeavour with copies of the True Gold Option Plan, True Gold DSU Plan, True Gold RSU Plan and the True Gold SAR Agreements. (iii) As of the date hereof, there There are no outstanding contractual obligations of Goldcorp True Gold or any of its the True Gold Subsidiaries or, to the knowledge of Goldcorp, any of the Goldcorp Material JV Entities, to repurchase, redeem or otherwise acquire any Goldcorp True Gold Shares or any shares of, or partnership interests or other equity interests in, any of its Subsidiaries or the Goldcorp Material JV Entities, or qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of Goldcorp, any of its Subsidiaries or any of the Goldcorp Material JV EntitiesTrue Gold Subsidiaries. No True Gold Subsidiary of Goldcorp nor, to the knowledge of Goldcorp, any of the Goldcorp JV Entities owns any Goldcorp True Gold Shares. (iv) All outstanding No order ceasing or suspending trading in securities of Goldcorp have True Gold nor prohibiting the sale of such securities has been issued in material compliance with all applicable Laws and any pre-emptive is outstanding against True Gold or similar rights applicable to themits directors, officers or promoters. (v) The Goldcorp Incentive Plans and the issuance of securities under such plans (including all outstanding Goldcorp Options, Goldcorp RSUs, Goldcorp Phantom RSUs and Goldcorp PSUs) have been recorded on Goldcorp’s financial statements in accordance with IFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices. (vi) There are no issued, outstanding or authorized bonds, debentures or other evidences of indebtedness of Goldcorp, its Subsidiaries or, to the knowledge of Goldcorp, the Goldcorp JV Entities or any other agreements, arrangements, instruments or commitments of any kind outstanding giving any Person, directly or indirectly, the right to vote (or that are convertible or exercisable for securities having the right to vote) with Goldcorp Shareholders on any matter. (vii) As of the date hereof, all dividends or distributions on securities of Goldcorp that have been declared or authorized have been paid in full. (viii) No securities of Goldcorp are owned by any of its Subsidiaries or any Goldcorp JV Entity.

Capitalization and Listing. (i) The authorized share capital of Goldcorp eOne consists of an unlimited number of Goldcorp Common Shares. As of at the date of this Agreement there are outstanding Agreement: (A) 867,551,731 Goldcorp 498,039,855 Common Shares are validly issued and outstandingoutstanding as fully-paid and non-assessable shares of eOne; (B) Goldcorp 12,059,275 Stock Options providing for the issuance of up to 4,896,639 Goldcorp 12,059,275 Common Shares upon the exercise thereofthereof are outstanding; (C) 525,803 International XXXX Options providing for the issuance of 525,803 Common Shares upon the exercise thereof are outstanding; (D) 326,152 UK XXXX Options providing for the issuance of 326,152 Common Shares upon the exercise thereof are outstanding; and (CE) Goldcorp RSUs that will result in Conditional Awards providing for the issuance of up to 3,216,592 Goldcorp 7,469,796 Common Shares upon the vesting settlement thereof in accordance with the Goldcorp RSU Planare outstanding. In addition, as of the date hereof, eOne has issued and outstanding £425,000,000 aggregate principal amount of this Agreement there are (A) 1,723,204 Goldcorp PSUs outstanding under the Goldcorp PSU Plan, and (B) 887,677 Goldcorp Phantom RSUs outstanding under the Goldcorp Phantom RSU PlanNotes due 2026. All outstanding Goldcorp Common Shares have beenare, and all Goldcorp Common Shares issuable upon the exercise of the Stock Options or vesting XXXX Options or settlement of rights under the Goldcorp Options and the Goldcorp RSUs Conditional Awards in accordance with their terms have been duly authorized andterms, upon issuance, will be, validly issued as fully fully-paid and non-assessable shares of Goldcorp and are not and will not be, as applicable, be subject to or issued in violation of, of any pre-emptive or similar rights. Except as set forth in Section 3.1(g)(i) of the Goldcorp Disclosure Letter, and except for the Goldcorp Stock Options, XXXX Options and Goldcorp RSUs referred to in this Section 3.1(g)(iConditional Awards (x) and any Goldcorp RSUs granted in accordance with Section 5.1(b)(iii), there are no issued, outstanding or authorized options, warrants, conversion privileges, calls, or pre-emptive, redemption, repurchase, stock appreciation calls or other rights, shareholder rights plans, agreements, arrangements, commitments commitments, or obligations of Goldcorp, eOne or any of its Subsidiaries or any of the Goldcorp JV Entities to issue or sell any shares in the capital of Goldcorp or shares, partnership interests securities or other equity or voting interests of eOne or of any of its Subsidiaries or securities or other equity or voting interests or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any shares in the capital of Goldcorp or shares, partnership interests equity securities or other equity or voting interests of any of its Subsidiaries or the value of which is based on the value of the securities of Goldcorp eOne or any of its Subsidiaries, and other than the Goldcorp Incentive Plans, there are no outstanding stock appreciation rights, phantom equity or security similar rights, agreements, arrangements or commitments of eOne or any of its Subsidiaries based compensation arrangements maintained by Goldcorp.upon the book value, income or any other attribute of eOne or any of its Subsidiaries, and (ii) The Goldcorp Common Shares are listed on the premium segment of the Official List of the UKLA and admitted to trading on the Main Market of the LSE, and are not listed or quoted on any other market. (iii) Schedule 3.1(g)(iii) of the Disclosure Letter sets forth a schedule, as of the date hereof and to the extent applicablehereof, of all outstanding grants to holders of Goldcorp Stock Options, Goldcorp RSUsXXXX Options and Conditional Awards and, Goldcorp Phantom RSUs and Goldcorp PSUs and as applicable the number, exercise price, date of grant, expiration dates, vesting schedules, performance criteria and whether vesting or exercise may be accelerated as a result, either alone or together with another event or occurrence, of the Arrangement. (iii) As of the date hereof, there are no outstanding obligations of Goldcorp or any of its Subsidiaries orgrant and, to the knowledge extent to which any Stock Options or XXXX Options are vested and exercisable (in the case of Goldcorp, any of the Goldcorp Material JV Entities, to repurchase, redeem or otherwise acquire any Goldcorp Shares or any shares of, or partnership interests or other equity interests in, any of its Subsidiaries or the Goldcorp Material JV Entities, or qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of Goldcorp, any of its Subsidiaries or any of the Goldcorp Material JV Entities. No Subsidiary of Goldcorp nor, to the knowledge of Goldcorp, any of the Goldcorp JV Entities owns any Goldcorp Shares. (iv) All outstanding securities of Goldcorp have been issued in material compliance with all applicable Laws and any pre-emptive or similar rights applicable to them. (v) The Goldcorp Incentive Plans and the issuance of securities under such plans (including all outstanding Goldcorp XXXX Options, Goldcorp RSUs, Goldcorp Phantom RSUs and Goldcorp PSUs) have been recorded on Goldcorp’s financial statements in accordance with IFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practicesan aggregate basis). (vi) There are no issued, outstanding or authorized bonds, debentures or other evidences of indebtedness of Goldcorp, its Subsidiaries or, to the knowledge of Goldcorp, the Goldcorp JV Entities or any other agreements, arrangements, instruments or commitments of any kind outstanding giving any Person, directly or indirectly, the right to vote (or that are convertible or exercisable for securities having the right to vote) with Goldcorp Shareholders on any matter. (vii) As of the date hereof, all dividends or distributions on securities of Goldcorp that have been declared or authorized have been paid in full. (viii) No securities of Goldcorp are owned by any of its Subsidiaries or any Goldcorp JV Entity.

Capitalization and Listing. (i) The authorized share capital of Goldcorp consists of an unlimited number of Goldcorp Shares. As of the date of this Agreement there are outstanding (A) 867,551,731 Goldcorp Shares issued and outstanding; (B) Goldcorp Options providing for the issuance of up to 4,896,639 Goldcorp Shares upon the exercise thereof; and (C) Goldcorp 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. In addition, as of the date of this Agreement there are (A) 1,723,204 Goldcorp PSUs outstanding under the Goldcorp PSU Plan, and (B) 887,677 Goldcorp Phantom RSUs outstanding under the Goldcorp Phantom RSU Plan. All outstanding 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, upon issuance, will be, validly issued as fully paid and non-assessable shares of Goldcorp and are not and will not be, as applicable, subject to or issued in violation of, any pre-emptive rights. Except as set forth in Section 3.1(g)(i) of the Goldcorp 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 or authorized options, warrants, conversion privileges, calls, or pre-emptive, redemption, repurchase, stock appreciation or other rights, shareholder rights plans, agreements, arrangements, commitments or obligations of Goldcorp, any of its Subsidiaries or any of the Goldcorp JV Entities to issue or sell any shares in the capital of Goldcorp or shares, partnership interests or other equity interests of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any shares in the capital of Goldcorp or shares, partnership interests or other equity interests of any of its Subsidiaries or the value of which is based on the value of the securities of Goldcorp or any of its Subsidiaries, and other than the Goldcorp Incentive Plans, there are no equity or security based compensation arrangements maintained by Goldcorp. (ii) The Goldcorp Disclosure Letter sets forth a schedule, as of the date hereof and to the extent applicable, all outstanding grants to holders of Goldcorp Options, Goldcorp RSUs, Goldcorp Phantom RSUs and Goldcorp PSUs and the number, exercise price, date of grant, expiration dates, vesting schedules, performance criteria and whether vesting or exercise may be accelerated as a result, either alone or together with another event or occurrence, of the Arrangement. (iii) As of the date hereof, there are no outstanding obligations of Goldcorp or any of its Subsidiaries or, to the knowledge of Goldcorp, any of the Goldcorp Material JV Entities, to repurchase, redeem or otherwise acquire any Goldcorp Shares or any shares of, or partnership interests or other equity interests in, any of its Subsidiaries or the Goldcorp Material JV Entities, or qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of Goldcorp, any of its Subsidiaries or any of the Goldcorp Material JV Entities. No Subsidiary of Goldcorp nor, to the knowledge of Goldcorp, any of the Goldcorp JV Entities owns any Goldcorp Shares. (iv) All outstanding securities of Goldcorp have been issued in material compliance with all applicable Laws and any pre-emptive or similar rights applicable to them. (v) The Goldcorp Incentive Plans and the issuance of securities under such plans (including all outstanding Goldcorp Options, Goldcorp RSUs, Goldcorp Phantom RSUs and Goldcorp PSUs) have been recorded on Goldcorp’s financial statements in accordance with IFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices. (vi) There are no issued, outstanding or authorized bonds, debentures or other evidences of indebtedness of Goldcorp, its Subsidiaries or, to the knowledge of Goldcorp, the Goldcorp JV Entities or any other agreements, arrangements, instruments or commitments of any kind outstanding giving any Person, directly or indirectly, the right to vote (or that are convertible or exercisable for securities having the right to vote) with Goldcorp Shareholders on any matter. (vii) As of the date hereof, all dividends or distributions on securities of Goldcorp that have been declared or authorized have been paid in full. (viii) No securities of Goldcorp are owned by any of its Subsidiaries or any Goldcorp JV Entity.

Capitalization and Listing. (i) The authorized share capital of Goldcorp Stars consists of an unlimited number of Goldcorp SharesStars Shares and an unlimited number of preferred shares. As of the date of this Agreement Agreement, there are outstanding are: (A) 867,551,731 Goldcorp 287,767,375 Stars Shares validly issued and outstandingoutstanding as fully-paid and non-assessable shares of Stars; (B) Goldcorp nil preferred shares issued or outstanding; (C) outstanding Stars Options granted under the Stars Option Plan providing for the issuance of 3,719,207 Stars Shares upon the exercise thereof; (D) Stars RSUs providing for the issuance of 783,503 Stars Shares upon the settlement thereof; (E) Stars PSUs providing for the issuance of up to 4,896,639 Goldcorp 3,551,988 Stars Shares upon the exercise thereofsettlement thereof (assuming the maximum number of Stars PSUs are vested and settled), provided that only up to 2,255,849 of such Stars Shares shall be issued on the Effective Date; and (CF) Goldcorp RSUs that will result in Stars DSUs providing for the issuance of up to 3,216,592 Goldcorp 284,096 Stars Shares upon the vesting thereof in accordance with settlement thereof. Except for the Goldcorp RSU Plan. In addition, as of the date of this Agreement there are (A) 1,723,204 Goldcorp PSUs outstanding under the Goldcorp PSU Plan, and (B) 887,677 Goldcorp Phantom RSUs outstanding under the Goldcorp Phantom RSU Plan. All outstanding Goldcorp Shares have been, and all Goldcorp Shares issuable upon the exercise or vesting of rights under the Goldcorp Stars Options and the Goldcorp RSUs in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable shares of Goldcorp and are not and will not be, as applicable, subject to or issued in violation of, any pre-emptive rights. Except as set forth in Section 3.1(g)(i) of the Goldcorp Disclosure Letter, and except for the Goldcorp Options and Goldcorp RSUs Stars Equity Awards referred to in this Section 3.1(g)(i) and or pursuant to the terms of any Goldcorp RSUs granted in accordance with Contract or other event or arrangement listed on Section 5.1(b)(iii)3.1(g)(i) of the Stars Disclosure Letter, there are no issued, outstanding or authorized options, warrants, conversion privileges, calls, or pre-emptive, redemption, repurchase, stock appreciation calls or other rights, shareholder rights plans, pooling or voting trusts, agreements, arrangements, commitments or obligations of Goldcorp, Stars or any of its Subsidiaries or any of the Goldcorp JV Entities to issue or sell any shares in the capital of Goldcorp Stars or shares, partnership interests or other equity interests of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any shares in the capital of Goldcorp or shares, partnership interests or other equity interests of any of its Subsidiaries or the value of which is based on the value of the securities of Goldcorp Stars or any of its Subsidiaries, and other than the Goldcorp Incentive Stars Employee Share Plans, there are no equity or security based compensation arrangements maintained by GoldcorpStars. No Person is entitled to any pre-emptive or other similar right granted by Stars or any of its Subsidiaries. (ii) The Goldcorp Disclosure Letter sets forth a scheduleAll Stars Shares that may be issued pursuant to the exercise or settlement, as applicable, of outstanding Stars Options and Stars Equity Awards will, when issued in accordance with the terms of the date hereof Stars Options and to the extent Stars Equity Awards, as applicable, all outstanding grants be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to holders of Goldcorp Options, Goldcorp RSUs, Goldcorp Phantom RSUs and Goldcorp PSUs and the number, exercise price, date of grant, expiration dates, vesting schedules, performance criteria and whether vesting or exercise may be accelerated as a result, either alone or together with another event or occurrence, of the Arrangement. (iii) As of the date hereof, there are no outstanding obligations of Goldcorp or any of its Subsidiaries or, to the knowledge of Goldcorp, any of the Goldcorp Material JV Entities, to repurchase, redeem or otherwise acquire any Goldcorp Shares or any shares issued in violation of, or partnership interests or other equity interests in, any of its Subsidiaries or the Goldcorp Material JV Entities, or qualify securities for public distribution in Canada or elsewhere, or with respect to the voting or disposition of any securities of Goldcorp, any of its Subsidiaries or any of the Goldcorp Material JV Entities. No Subsidiary of Goldcorp nor, to the knowledge of Goldcorp, any of the Goldcorp JV Entities owns any Goldcorp Shares. (iv) All outstanding securities of Goldcorp have been issued in material compliance with all applicable Laws and any pre-emptive or similar rights applicable to them. (v) rights. The Goldcorp Incentive Plans Stars Shares are listed on TSX and the issuance of securities under such plans (including all outstanding Goldcorp Options, Goldcorp RSUs, Goldcorp Phantom RSUs NASDAQ and Goldcorp PSUs) have been recorded on Goldcorp’s financial statements in accordance with IFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar practices. (vi) There are no issued, outstanding or authorized bonds, debentures or other evidences of indebtedness of Goldcorp, its Subsidiaries or, to the knowledge of Goldcorp, the Goldcorp JV Entities or any other agreements, arrangements, instruments or commitments of any kind outstanding giving any Person, directly or indirectly, the right to vote (or that are convertible or exercisable for securities having the right to vote) with Goldcorp Shareholders not listed on any mattermarket other than TSX and the NASDAQ. (vii) As of the date hereof, all dividends or distributions on securities of Goldcorp that have been declared or authorized have been paid in full. (viii) No securities of Goldcorp are owned by any of its Subsidiaries or any Goldcorp JV Entity.