EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment No. 1 (this Post-Effective Amendment) relates to the following Registration Statements of Goldcorp Inc. (the Company or the Registrant) on Form
S-8
(collectively, the Registration Statements) filed by the Company with the Securities and Exchange Commission:
Registration Statement No. 333-126039, filed with the Commission on June 22, 2005, registering 12,500,000 of the Companys
common shares (the Common Shares) for issuance under the Goldcorp Inc. 2005 Stock Option Plan (as subsequently amended and restated, the Plan);
Registration Statement No. 333-151243, filed with the Commission on May 29, 2008, registering an additional 20,000,000 Common Shares
for issuance under the Plan; and
Registration Statement
No. 333-174376,
filed with the
Commission on May 20, 2011, registering an additional 14,000,000 Common Shares for issuance under the Plan.
The Company entered into an Arrangement
Agreement, dated as of January 14, 2019, which was subsequently amended on February 19, 2019, by and between the Company and Newmont Mining Corporation (Newmont), pursuant to which Newmont acquired all of the issued and
outstanding common shares of the Company (the Arrangement) and the Company became a wholly-owned subsidiary of Newmont. The Arrangement became effective on April 18, 2019.
In connection with the Arrangement, the offerings of the Common Shares pursuant to the Registration Statements have been terminated. Accordingly, the Company
hereby terminates the effectiveness of the Registration Statements and, in accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities
being registered which remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements, if any.