fvx
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-X

APPOINTMENT OF AGENT FOR SERVICE OF

PROCESS AND UNDERTAKING
             
A.   Name of issuer or person filing (“Filer”): GOLDCORP INC.
 
           
B.   This is (check one):
 
           
  x   An original filing for the Filer.    
 
           
  o   An amended filing for the Filer.    
 
           
C.   Identify the filing in conjunction with which this form is being filed:
 
           
  Name of registrant:   GOLDCORP INC.
 
           
  Form type:       Form 40-F
 
           
  File number (if known):   001-12970
 
           
  Filed by:       GOLDCORP INC.
 
           
    Date filed (if filed concurrently, so indicate):   MAY 19, 2004
 
           
D.   The Filer is incorporated or organized under the laws of
 
           
      Canada    
 
           
    and has its principal place of business at
 
           
      145 King Street, West, Suite #2700    
      Toronto, Ontario, Canada M5H 1J8    
      (416) 865-0326    
 
           
E.   The Filer designates and appoints
 
           
      CT Corporation System    
      111 8th Avenue    
      New York, New York 10011    
      (800) 223-7567    

as the agent (the “Agent”) of the Filer upon whom may be served any process, pleadings, subpoenas, or other papers in:

 


 

(a)   any investigation or administrative proceeding conducted by the Commission; and
 
(b)   any civil suit or action brought against the Filer or to which the Filer has been joined as defendant or respondent, in any appropriate court in any place subject to the jurisdiction of any state or of the United States, or of any of its territories or possessions or of the District of Columbia, where the investigation, proceeding or cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with securities registered or qualified by the Filer on Form 40-F on May 24, 2002 or any purchases or sales of any security in connection therewith. The Filer stipulates and agrees that any such civil suit or action or administrative proceeding may be commenced by the service of process upon, and that the service of an administrative subpoena shall be effected by service upon such agent for service of process, and that the service as aforesaid shall be taken and held in all courts and administrative tribunals to be valid and binding as if personal service thereof had been made.

F.   Each person filing this Form in connection with:

(a)   the use (a) the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E-4F, 14D-1F or 14D-9F stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed from the date the issuer of the securities to which such Forms and Schedules relate has ceased reporting under the Exchange Act;
 
(b)   the use of Form F-8, Form F-80 or Form CB stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed following the effective date of the latest amendment to such Form F-8, Form F-80 or Form CB;
 
(c)   its status as trustee with respect to securities registered on Form F-7, F-8, F-9, F-10, F-80, or SB-2 stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time during which any of the securities subject to the indenture remain outstanding; and
 
(d)   the use of Form 1-A or other Commission form for an offering pursuant to Regulation A stipulates and agrees to appoint a successor agent for service of process and file an amended Form F-X if the Filer discharges the Agent or the Agent is unwilling or unable to accept service on behalf of the Filer at any time until six years have elapsed from the date of the last sale of securities in reliance upon the Regulation A exemption.
 
    Each filer further undertakes to advise the Commission promptly of any change to the Agent’s name or address during the applicable period by amendment of this Form, referencing the file number of the relevant form in conjunction with which the amendment is being filed.

G.   The Filer undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the Form 40-F, the securities to which the Form 40-F relates and the transactions in such securities.

 


 

     The Filer certifies that it has duly caused this power of attorney, consent, stipulation and agreement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Ontario, Canada, on May 18, 2004.

         
    GOLDCORP INC.
 
       
  By   /s/ Robert R. McEwen
     
 
      Name: Robert R. McEwen
      Title: Chairman and Chief Executive Officer

     This statement has been signed by the following person in the capacity indicated on May 18, 2004.

         
  By   /s/ Sheila Clarke
     
 
      CT Corporation System, as Agent for Service of Process for Goldcorp Inc.
 
       
      Name: Sheila Clarke
 
       
      Title: Assistant Secretary