Creating the World’s Leading Gold Company LETTER TO SHAREHOLDERS Dear Fellow Goldcorp Shareholders, Goldcorp will hold a special meeting of shareholders on April 4, 2019 to vote on the proposed strategic combination with Newmont Mining Corporation. We ask for your support by voting in favour of this combination, which will create the world’s leading gold company called Newmont Goldcorp Corporation. The Newmont Goldcorp combination will bring together an unmatched portfolio of operating mines, development projects, mineral reserves and exploration opportunities in the most prospective gold districts around the globe. In working with the leadership of Newmont over the past several months, it is evident to us at Goldcorp that our two companies are an exceptional fit. We share common values in our commitments to the safety of our people, the sustainability of our operations, and our respect for indigenous peoples and the environment. Our joint commitment to innovation will continue to advance the modernization and efficiency of our operations. We expect the transaction to result in significant synergies and value creation for shareholders. During our integration planning process following announcement of the transaction, we have identified US$100 million per year in supply chain improvements, in addition to our initial synergy estimate of US$100 million per year. Including estimated benefits of Newmont’s full potential program of US$165 million per year, we have now identified a total of US$365 million per annum in savings and efficiencies.(1) We look forward to applying the best of both companies’ operating models, systems and technologies to build a safe, high-performing organization known for superior operational execution, consistent project delivery and leadership in sustainability. The following are some highlights of the proposed combination: > The combination of Newmont and Goldcorp will form a global enterprise with the strongest portfolio of operating gold mines and projects in favourable jurisdictions. > Targeted long-term sustainable production of six to seven million ounces of gold annually, with unparalleled exploration potential across the portfolio. > The combination maximizes cash flow and returns through low cost operations and the largest mineral reserve base in the gold sector. > At an exchange ratio of 0.3280 of a Newmont share and US$0.02 cash for each Goldcorp share, the transaction reflects a 17% premium to Goldcorp’s share price based on 20-day volume weighted average price to January 11, 2019 (the last trading day before announcement of the transaction) and pro forma ownership of approximately 65% Newmont / 35% Goldcorp. > The combined entity will be the only gold producer in the S&P 500, and will be listed on the New York Stock Exchange. Newmont will also apply to list the common stock of Newmont Goldcorp on the Toronto Stock Exchange, subject to satisfying customary listing conditions. > Newmont Goldcorp will be headquartered in Colorado, and Goldcorp’s existing Vancouver office will become Newmont Goldcorp’s North America regional office. > Newmont Chief Executive Officer Gary Goldberg will lead the combined organization through the integration of the two companies, with Thomas Palmer as President and Chief Operating Officer to succeed as Chief Executive Officer of the combined company. In addition, Rob Atkinson will be appointed to the role of EVP and Chief Operating Officer of Newmont, effective June 1, 2019. Nancy Buese is expected to continue in the role of EVP and Chief Financial Officer of Newmont and Randy Engel is expected to continue in the role of EVP, Strategic Development of Newmont. > The Board of Directors of Newmont Goldcorp will be chaired by Noreen Doyle and I will serve as deputy Chair. Two-thirds of the Newmont Goldcorp Board will be comprised of existing members of the Newmont Board and one-third will be comprised of existing members of the Goldcorp Board. With regards to the recently announced hostile proposal received by Newmont from Barrick Gold Corporation, we note that the Board of Directors of Newmont announced that, after careful consideration, they have determined that the Newmont Goldcorp strategic combination represents the best opportunity to maximize value and rejected Barrick’s negative premium proposal. Their reasons for doing so are set out in Newmont’s press release dated March 4, 2019 and I encourage you to read the press release as it sets out a compelling case for our strategic 2 combination. The directors of both Newmont and Goldcorp remain fully committed to the combination of Newmont and Goldcorp, and unanimously approved and recommended this transaction as the best alternative for shareholders of both companies. This is an exciting time for shareholders and employees of both Goldcorp and Newmont alike, and the first step in a journey on a path to unlocking value and creating a stronger, more sustainable gold company and future for us all. I extend my sincerest thanks to all our shareholders for your support and trust as we prepare for the next phase of growth and value creation. I look forward to your participation in the special meeting on April 4, 2019. Sincerely, “Ian W. Telfer” Chairman of the Board (1) Full potential cost savings or improvements as used in this information circular are considered operating measures provided for illustrative purposes, and should not be considered GAAP or non-GAAP financial measures. Full potential amounts are estimates utilized by Newmont’s management that represent estimated cumulative incremental value realized as a result of full potential projects implemented and are based upon both cost savings and efficiencies that have been monetized for purposes of the estimation. Because full potential savings/improvements estimates reflect differences between certain actual costs incurred and Newmont’s management estimates of costs that would have been incurred in the absence of the full potential program, such estimates are necessarily imprecise and are based on numerous judgments and assumptions. Expected full potential cost savings or improvements are projections are "forward-looking statements" subject to risks, uncertainties and other factors which could cause actual results to differ from current expectations. 3 WHAT’S INSIDE LETTER TO SHAREHOLDERS Page 2 NOTICE OF MEETING Page 6 QUESTIONS AND ANSWERS RELATING TO THE ARRANGEMENT Page 7 GLOSSARY OF TERMS Page 15 GENERAL INFORMATION Page 31 Date of Information Page 31 Goldcorp Share Information Page 31 Owners of 10% of more Goldcorp Shares Page 31 Additional Documents & Information about Goldcorp Page 31 Information Concerning Newmont Page 32 Non-GAAP Financial Performance Measures Page 32 Third Party Data Page 32 Presentation of Financial Information Page 32 Pro Forma Financial Information Page 33 Currency Exchange Rate Information Page 33 Scientific and Technical Information Page 34 Cautionary Note to Goldcorp Shareholders in the United States Concerning Page 34 Estimates of Measured, Indicated and Inferred Mineral Resources NOTICE TO GOLDCORP SECURITYHOLDERS IN THE UNITED STATES Page 36 FORWARD LOOKING INFORMATION Page 38 EXECUTIVE SUMMARY Page 42 GENERAL VOTING INFORMATION Page 54 Request for Proxies Page 54 Mailing of Circular Page 54 Record Date Page 54 Voting Securities, Votes and Quorum Page 54 Voting Instructions Page 54 Amendments or Other Business Page 54 Vote Counting and Confidentiality Page54 New York Stock Exchange Rules Page 55 Voting Questions Page 55 Other Questions Page 55 SHAREHOLDER VOTING – BENEFICIAL GOLDCORP SHAREHOLDERS Page 56 Voting Options Page 56 Voting in Person Page 56 Voting by Instruction Page 56 Revokingyour Voting Instructions or Changingyour Instructions Page 56 SHAREHOLDER VOTING – REGISTERED GOLDCORP SHAREHOLDERS Page 57 Voting Options Page 57 Voting in Person Page 57 Voting by Proxy Page 57 Revoking or Changingyou Proxy Page 57 BUSINESS OF THE MEETING Page 58 Arrangement Resolution Page 58 Other Business Page 58 THE ARRANGEMENT Page 59 Details of the Arrangement Page 59 Background to the Arrangement Page 59 Recommendation of the Goldcorp Special Committee Page 64 Recommendation of the Goldcorp Board Page 64 Reasons for the Recommendation of the Goldcorp Special Committee Page 64 Goldcorp Fairness Opinions Page 67 Completion of the Arrangement Page 75 4 REGULATORY MATTERS AND APPROVALS Page 81 Shareholder Approvals Page 81 Court Approvals Page 82 Key Regulatory Approvals Page 82 Other Regulatory Approvals Page 84 Stock Exchange Listing Approval and Delisting Matters Page 85 Canadian Securities Law Matters Page 85 Interest of Certain Persons or Companies in the Arrangement Page 86 U.S. Securities Law Matters Page 89 Rights of Dissenting Goldcorp Shareholders Page 91 Comparison of Rights under the OBCA and the DGCL Page 91 RISK FACTORS Page 92 Risk Factors Relating to the Arrangement Page 92 Risk Factors Relating to Newmont Goldcorp Page 95 TRANSACTION AGREEMENTS Page 99 The Arrangement Agreement Page 99 The Voting Agreements Page 111 CERTAIN FEDERAL INCOME TAX CONSIDERATIONS Page 113 Certain Canadian Federal Income Tax Considerations Page 113 Certain United States Federal Income Tax Considerations Page 117 INFORMATION CONCERNING PARTIES TO THE ARRANGEMENT Page 125 Information Concerning Goldcorp Page 125 Information Concerning Newmont Page 125 OTHER INFORMATION Page 126 Interest in Meeting Business and Material Transactions Page 126 Auditors Page 126 Interest of Experts Page 126 Exemptive Relief Page 127 DIRECTOR APPROVAL Page 128