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Silver Wheaton Corp. – ‘F-10’ on 3/2/15

On:  Monday, 3/2/15, at 4:10pm ET   ·   Accession #:  1047469-15-1502   ·   File #:  333-202429

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/02/15  Silver Wheaton Corp.              F-10                   9:2.0M                                   Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-10        Registration Statement of a Foreign Private Issuer  HTML    555K 
                          (Not Effective Immediately)                            
 2: EX-5.1      Opinion re: Legality                                HTML      7K 
 3: EX-5.2      Opinion re: Legality                                HTML      8K 
 4: EX-5.3      Opinion re: Legality                                HTML      8K 
 5: EX-5.4      Opinion re: Legality                                HTML      8K 
 6: EX-5.5      Opinion re: Legality                                HTML      8K 
 7: EX-5.6      Opinion re: Legality                                HTML      8K 
 8: EX-5.7      Opinion re: Legality                                HTML      8K 
 9: EX-5.8      Opinion re: Legality                                HTML      8K 

As filed with the Securities and Exchange Commission on March 2, 2015

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SILVER WHEATON CORP.
(Exact name of Registrant as specified in its charter)

Suite 3150, 666 Burrard Street
Vancouver, British Columbia, V6C 2X8, Canada
(604) 684-9648
(Address and telephone number of Registrant's principal executive offices)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302)738-6680
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

Province of British Columbia, Canada
(Principal jurisdiction regulating this offering)

It is proposed that this filing shall become effective (check appropriate box below):

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction's shelf prospectus offering procedures, check the following box.    o

CALCULATION OF REGISTRATION FEE

(1)

Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, there are being registered under this Registration Statement such indeterminate number of common shares of the Registrant as shall have an aggregate offering price not to exceed US$920,000,000.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.

PART 1

INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS

I-1

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

SUBJECT TO COMPLETION DATED MARCH 2, 2015

SILVER WHEATON CORP.

US$         

                    Common Shares

This prospectus is being filed by Silver Wheaton Corp. ("Silver Wheaton" or the "Corporation") to qualify the distribution (the "Offering") of             common shares (the "Offered Shares") of the Corporation at a price of US$            per Offered Share (the "Offering Price"), for aggregate gross proceeds of US$            . See "Description of Common Shares". The Offering is being made pursuant to an underwriting agreement (the "Underwriting Agreement") dated as of March         , 2015 between the Corporation and Scotia Capital Inc. (the "Lead Underwriter"),            , and            (collectively, the "Underwriters"). The Offering Price was determined based on arm's length negotiations between the Corporation and the Underwriters. See "Plan of Distribution".

The Offering is being made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States, to prepare this prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. The financial statements incorporated herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"), and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in Canada, including the Canadian federal income tax consequences applicable to a foreign controlled Canadian corporation that acquires Offered Shares. Such consequences for investors who are residents in, or citizens of, the United States or Canada may not be fully described herein. Investors should read the tax discussion in this prospectus and consult their own tax advisors with respect to their particular circumstances. See "Certain Canadian Federal Income Tax Considerations" and "Certain United States Federal Income Tax Considerations".

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Corporation is organized under the laws of Ontario, Canada, that some or all of its officers and directors may be residents of a foreign country, that some or all of the experts named in this prospectus may be residents of a foreign country, and that a substantial portion of the assets of the Corporation and said persons may be located outside the United States.

These securities have not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC") nor any state or Canadian securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offence.

All dollar amounts in this prospectus are in United States dollars, unless otherwise indicated. See "Currency Presentation and Exchange Rate Information".

The outstanding common shares (the "Common Shares") of the Corporation are listed and posted for trading on the Toronto Stock Exchange (the "TSX") and are listed on the New York Stock Exchange (the "NYSE") under the symbol "SLW". On February 27, 2015, the last trading day prior to the date of this prospectus, the closing price of the Common Shares on the TSX was C$27.00 and on the NYSE was US$21.59.

Price: US$            per Common Share

Unless the context otherwise requires, all references to the "Offering" and/or the "Offered Shares" in this prospectus shall include the Over-Allotment Option and the Additional Shares, respectively.

Subject to applicable laws, the Underwriters may, in connection with the Offering, effect transactions intended to stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. The Underwriters propose to offer the Offered Shares initially at the Offering Price. After the Underwriters have made reasonable efforts to sell all of the Offered Shares offered by this prospectus at such price, the Offering Price may be decreased, and further changed from time to time, to an amount not greater than the Offering Price. See "Plan of Distribution".

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under "Plan of Distribution", subject to the approval of certain legal matters on behalf of the Corporation by Cassels Brock & Blackwell LLP, with respect to Canadian legal matters, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, with respect to United States legal matters, and on behalf of the Underwriters by Blake, Cassels & Graydon LLP, with respect to Canadian legal matters, and Skadden, Arps, Slate, Meagher & Flom LLP, with respect to United States legal matters. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The closing of the Offering is expected to take place on or about March 17, 2015 or on such other date as may be agreed upon by the Corporation and the Underwriters (the "Closing Date"). In any event, the Offered Shares are to be taken up by the Underwriters, if at all, on or before a date not later than 42 days after the date of a final receipt for this prospectus. See "Plan of Distribution".

Offered Shares will be issued in registered or electronic form to CDS Clearing and Depository Services Inc. ("CDS") or its nominee and will be deposited with CDS against payment of the aggregate purchase price for the Offered Shares. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares. Purchasers of Offered Shares will receive only a customer confirmation from the registered dealer through which the Offered Shares are purchased. See "Plan of Distribution".

In connection with the Offering, the Corporation may be considered to be a "connected issuer" within the meaning of National Instrument 33-105 — Underwriting Conflicts ("NI 33-105") to each of the Lead Underwriter,            and            . Affiliates of each of the aforementioned Underwriters are lenders to the Corporation pursuant to the Credit Agreements (as defined herein). See "Relationship Between the Corporation and Certain Underwriters (Conflicts of Interest)".

An investment in the Offered Shares is highly speculative and involves significant risks that should be carefully considered by prospective investors before purchasing such securities. The risks outlined in this prospectus and in the documents incorporated by reference herein should be carefully reviewed and considered by prospective investors in connection with an investment in the Offered Shares. See "Risk Factors".

Eduardo Luna, a director of the Corporation, resides outside of Canada. Mr. Luna has appointed Cassels Brock & Blackwell LLP, Suite 2100, 40 King Street West, Toronto, Ontario M5H 3C2, as his agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against Mr. Luna, even though he has appointed an agent for service of process.

TABLE OF CONTENTS

        Readers should rely only on information contained or incorporated by reference in this prospectus. The Corporation has not authorized anyone to provide the reader with different information. Neither the Corporation nor the Underwriters are making an offer of these securities in any jurisdiction where the offer is not permitted. Readers should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Information contained on the Corporation's website should not be deemed to be a part of this prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Offered Shares.

        References to Silver Wheaton or the Corporation include direct and indirect subsidiaries of Silver Wheaton Corp. where applicable. Silver Wheaton is a registered trademark of Silver Wheaton Corp. in Canada, the United States and certain other jurisdictions.

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        The information included and incorporated by reference herein contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). Forward-looking statements, which are all statements other than statements of historical fact, include, but are not limited to, statements with respect to:

•

the payment by Silver Wheaton of the Upfront Deposit (as defined herein) and the satisfaction of each party's obligations in accordance with the terms of the Amended Salobo Purchase Agreement (as defined herein);



•

the anticipated receipt by Silver Wheaton of estimated additional gold production from the Salobo Mine (as defined herein);



•

projected increases to Silver Wheaton's production and cash flow profile;



•

the expansion and exploration potential at the Salobo mine;



•

projected changes to Silver Wheaton's production mix;



•

anticipated increases in total throughput at the Salobo Mine;



•

expected accretion to Silver Wheaton resulting from additional Salobo stream purchased from Vale;



•

the estimated future production;



•

the intended use of proceeds;



•

the future price of commodities;



•

the estimation of mineral reserves and mineral resources;



•

the realization of mineral reserve estimates;



•

the timing and amount of estimated future production (including 2015 and 2019 attributable annual production);



•

the costs of future production;



•

reserve determination;



•

estimated reserve conversion rates; and

any statements as to future dividends, the ability to fund outstanding commitments and continue to acquire accretive precious metal stream interests and assessments of the impact and resolution of various legal and tax matters.

        Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "projects", "intends", "anticipates" or "does not anticipate", or "believes", "potential", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

        Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking statements, including but not limited to:

•

risks relating to the satisfaction of each party's obligations in accordance with the terms of the Amended Salobo Purchase Agreement;



•

fluctuations in the price of commodities;



•

the absence of control over the mining operations from which Silver Wheaton purchases silver or gold (the "Mining Operations") and risks related to these Mining Operations including risks related to fluctuations in the price of the primary commodities mined at such operations, actual results of mining

2

and exploration activities, environmental, economic and political risks of the jurisdictions in which the Mining Operations are located, and changes in project parameters as plans continue to be refined;

•

risks relating to having to rely on the accuracy of the public disclosure and other information the Corporation receives from the owners and operators of the Mining Operations as the basis for its analyses, forecasts and assessments relating to its own business;



•

differences in the interpretation or application of tax laws and regulations or accounting policies and rules; and Silver Wheaton's interpretation of, or compliance with, tax laws and regulations or accounting policies and rules, is found to be incorrect;



•

the introduction of new tax laws and regulations or accounting policies and rules;



•

credit and liquidity risks;



•

hedging risk;



•

competition in the mining industry;



•

risks related to the Corporation's acquisition strategy;



•

risks related to the market price of the Common Shares



•

risks related to the Corporation's holding of long-term investments in other exploration and mining companies;



•

risks related to the declaration, timing and payment of dividends;



•

the ability of the Corporation and the Mining Operations to retain key management employees or procure the services of skilled and experienced personnel;



•

risks related to claims and legal proceedings against the Corporation or the Mining Operations;



•

risks relating to unknown defects and impairments;



•

risks related to the adequacy of internal control over financial reporting;



•

risks related to governmental regulations, including environmental regulations;



•

risks related to international operations of the Corporation and the Mining Operations;



•

risks relating to exploration, development and operations at the Mining Operations;



•

the ability of the Corporation and the Mining Operations to obtain and maintain necessary permits;



•

the ability of the Corporation and the Mining Operations to comply with applicable laws, regulations and permitting requirements;



•

lack of suitable infrastructure and employees to support the Mining Operations;



•

uncertainty in the accuracy of mineral reserves and mineral resources estimates;



•

risks relating to production estimates from Mining Operations;



•

inability to replace and expand mineral reserves;



•

uncertainties related to title and indigenous rights with respect to the mineral properties of the Mining Operations;



•

commodity price fluctuations;



•

the ability of the Corporation and the Mining Operations to obtain adequate financing;



•

the ability of Mining Operations to complete permitting, construction, development and expansion;



•

challenges related to global financial conditions;



•

risks related to future sales or issuance of equity securities;



•

the Corporation's discretion in the use of proceeds of this Offering; and

3

•

other risks disclosed under the heading "Risk Factors" in this prospectus and the documents incorporated by reference herein.

        Forward-looking statements are based on assumptions management currently believes to be reasonable including, but not limited to:

•

the closing of the Offering and the issuance of the Offered Shares and the Additional Shares pursuant to the Offering, as applicable;



•

the payment by the Corporation of the Upfront Deposit, and the satisfaction of each party's obligations in accordance with the terms of the Amended Salobo Purchase Agreement;



•

the continued operation of the Mining Operations;



•

no material adverse change in the market price of commodities;



•

that the Mining Operations will operate and the mining projects will be completed in accordance with public statements and achieve their stated production estimates;



•

the continuing ability to fund or obtain funding for outstanding commitments;



•

the ability to source and obtain accretive precious metal stream interests;



•

expectations regarding the resolution of legal and tax matters;



•

that Silver Wheaton will be successful in challenging any reassessment by the Canada Revenue Agency (the "CRA");



•

the estimate of the carrying value of the Precious Metal Purchase Agreements (as defined herein); and



•

other assumptions and factors as set out herein.

        Although Silver Wheaton has attempted to identify important factors that could cause actual results, level of activity, performance or achievements to differ materially from those contained in forward-looking statements, there may be other factors that cause results, level of activity, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate and even if events or results described in the forward-looking statements are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Corporation. Accordingly, readers should not place undue reliance on forward-looking statements and are cautioned that actual outcomes may vary. The forward-looking statements included and incorporated by reference in this prospectus are for the purpose of providing investors with information to assist them in understanding the Corporation's expected financial and operational performance and may not be appropriate for other purposes. Any forward-looking statement speaks only as of the date on which it is made, Silver Wheaton does not undertake to update any forward-looking statements that are included or incorporated by reference herein, except in accordance with applicable securities laws.

CAUTIONARY NOTE TO UNITED STATES INVESTORS REGARDING PRESENTATION OF
MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

        This prospectus, including the documents incorporated by reference herein, has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms defined in accordance with Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects ("NI 43-101") and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") — CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in Industry Guide 7 ("SEC Industry Guide 7") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). Under U.S. standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Also, under SEC Industry Guide 7 standards, a "final" or "bankable" feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate

4

reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

        In addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. "Inferred mineral resources" have a great amount of uncertainty as to their existence and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Disclosure of "contained ounces" in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute "reserves" by SEC standards as in place tonnage and grade without reference to unit measures.

        Accordingly, information contained in this prospectus and the documents incorporated by reference herein that describes the Corporation's mineral deposits may not be comparable to similar information made public by U.S. companies subject to reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

        See "Description of the Business — Technical Information" in the Annual Information Form (as defined herein), which is incorporated by reference herein, for a description of certain of the mining terms used in this prospectus and the documents incorporated by reference herein.

FINANCIAL INFORMATION

        Unless otherwise indicated, all financial information included and incorporated by reference in this prospectus is determined using IFRS, which differ from United States generally accepted accounting principles.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

        The financial statements of the Corporation incorporated by reference in this prospectus are reported in United States dollars. All dollar amounts referenced, unless otherwise indicated, are expressed in United States dollars and are referred to as "United States dollars" or "US$". Canadian dollars are referred to as "Canadian dollars" or "C$".

        The high, low and closing noon spot rates for Canadian dollars in terms of the United States dollar for each of the two years in the period ended December 31, 2013, as quoted by the Bank of Canada, were as follows:

        The high, low and closing noon spot rates for Canadian dollars in terms of the United States dollar for the nine months ended September 30, 2014, as quoted by the Bank of Canada, were as follows:

        On February 27, 2015, the noon spot rate for Canadian dollars in terms of the United States dollar, as quoted by the Bank of Canada, was US$1.00 = C$1.2508.

5

DOCUMENTS INCORPORATED BY REFERENCE

        Information has been incorporated by reference in this prospectus from documents filed with the securities commissions or similar authorities in each of the provinces of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Corporation at 666 Burrard Street, Suite 3150, Park Place, Vancouver, British Columbia, V6C 2X8, telephone (604) 639-9498, and are also available electronically at www.sedar.com or in the United States through EDGAR at the website of the SEC at www.sec.gov. The filings of the Corporation through the System for Electronic Document Analysis and Retrieval ("SEDAR") and EDGAR are not incorporated by reference in this prospectus except as specifically set out herein.

        The following documents, filed by the Corporation with the securities commissions or similar authorities in each of the provinces of Canada, are specifically incorporated by reference into, and form an integral part of, this prospectus:

(a)

the annual information form (the "Annual Information Form") of the Corporation dated March 31, 2014 for the year ended December 31, 2013;



(b)

the audited consolidated balance sheets of the Corporation as at December 31, 2013 and December 31, 2012, and the consolidated statements of earnings, comprehensive income, cash flows and shareholders' equity for the years ended December 31, 2013 and December 31, 2012, together with the report of the independent registered chartered accountants thereon and the notes thereto;



(c)

the management's discussion and analysis of results of operations and financial condition of the Corporation for the year ended December 31, 2013;



(d)

the unaudited condensed interim consolidated balance sheets of the Corporation as at September 30, 2014 and September 30, 2013, and the unaudited condensed interim consolidated statements of earnings, comprehensive income, cash flows and shareholders' equity for the three and nine months ended September 30, 2014 and September 30, 2013, together with the notes thereto;



(e)

the management's discussion and analysis of results of operations and financial condition of the Corporation for the nine months ended September 30, 2014; and



(f)

the management information circular of the Corporation dated March 20, 2014 prepared in connection with the annual and special meeting of shareholders of the Corporation held on May 9, 2014.

        Any document of the type referred to in section 11.1 of Form 44-101F1 Short Form Prospectus, if filed by the Corporation on SEDAR after the date of this prospectus and prior to the termination of this distribution, shall be deemed to be incorporated by reference in this prospectus. In addition, any document filed by the Corporation with, or furnished by the Corporation to, the SEC pursuant to the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this prospectus and prior to the termination of the distribution of the Offered Shares, shall be deemed to be incorporated by reference into the registration statement of which this prospectus forms a part (in the case of any report on Form 6-K, if and to the extent expressly provided in such report).

        Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for the purposes of this prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

6

MARKETING MATERIALS

        Any "template version" of any "marketing materials" (as such terms are defined under applicable Canadian securities laws) that is used by the Underwriters in connection with the Offering does not form a part of this prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in the final short form prospectus. Any template version of any marketing materials that has been, or will be, filed under the Corporation's profile on SEDAR at www.sedar.com before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated by reference into the final short form prospectus.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

        The following documents have been, or will be, filed with the SEC as part of the Registration Statement (as defined below) of which this prospectus forms a part: (1) the Underwriting Agreement; (2) the documents listed under "Documents Incorporated by Reference"; (3) the consent of Deloitte LLP; (4) the consent of Cassels Brock & Blackwell LLP; (5) powers of attorney from certain of the Corporation's directors and officers (included in the Registration Statement); and (6) the consents of the "qualified persons" referred to in this prospectus under "Interest of Experts".

AVAILABLE INFORMATION

        The Corporation is subject to the informational requirements of the Exchange Act and applicable Canadian requirements and, in accordance therewith, files reports and other information with the SEC and with securities regulatory authorities in Canada. Under the multijurisdictional disclosure system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. As a foreign private issuer, the Corporation is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and the Corporation's officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Reports and other information filed by the Corporation with, or furnished to, the SEC may be inspected and copied at the public reference facilities maintained by the SEC in the SEC's public reference room at 100 F Street, N.E., Washington, D.C., 20549 by paying a fee. Prospective investors may call the SEC at 1-800-SEC-0330 or access its website at www.sec.gov for further information regarding the public reference facilities. The SEC also maintains a website that contains reports and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

        The Corporation has filed with the SEC a registration statement (the "Registration Statement") on Form F-10 under the U.S. Securities Act with respect to the Offering. This prospectus, including the documents incorporated by reference herein, which forms a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which are contained in the exhibits to the Registration Statement as permitted by the rules and regulations of the SEC. For further information with respect to the Corporation, the Offering and the Offered Shares, reference is made to the Registration Statement and the exhibits thereto. Statements contained in this prospectus, including the documents incorporated by reference herein, as to the contents of certain documents are not necessarily complete and, in each instance, reference is made to the copy of the document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference. The Registration Statement can be found on EDGAR at the SEC's website: www.sec.gov.

7

THE CORPORATION

        Silver Wheaton is a mining company that generates its revenue from the sale of silver and gold. The Common Shares are listed on the NYSE (symbol: SLW) and the TSX (symbol: SLW).

        As of the date hereof, the Corporation has entered into 18 long-term purchase agreements and one early deposit long-term purchase agreement associated with silver and/or gold ("Precious Metal Purchase Agreements"), relating to 27 different mining assets, whereby Silver Wheaton acquires silver and gold production from the counterparties for a per ounce cash payment which is fixed by contract, generally at or below the prevailing market price. The primary drivers of the Corporation's financial results are the volume of silver and gold production at the various mines to which the Precious Metal Purchase Agreements relate and the price of silver and gold realized by Silver Wheaton upon the sale of silver and gold received.

        The Corporation is actively pursuing future growth opportunities, primarily by way of entering into additional long-term Precious Metal Purchase Agreements. There is no assurance, however, that any potential transaction will be successfully completed. The following map illustrates the geographic location of the Corporation's diversified portfolio of interests in the 21 operating mines and six development projects comprising its high-quality asset base.

        The documents incorporated by reference herein contain further details regarding the business of the Corporation. See "Documents Incorporated by Reference".

Recent Developments

Salobo Mine

        On February 28, 2013, as amended on September 30, 2014, Silver Wheaton's wholly owned subsidiary, Silver Wheaton (Caymans) Ltd. ("Silver Wheaton Caymans") entered into an agreement (the "Salobo Purchase Agreement") to acquire from Vale Switzerland S.A. ("Vale Switzerland"), a wholly owned subsidiary of Vale S.A. ("Vale"), an amount of gold equal to 25% of the life of mine gold production from its currently producing Salobo mine (the "Salobo Mine"), located in Brazil. Silver Wheaton Caymans made a total upfront cash payment of US$1.33 billion on March 12, 2013 and was required to make ongoing payments of the lesser of US$400 per ounce of gold (subject to an inflationary adjustment of 1% beginning in the fourth year) or the prevailing market price per ounce of gold delivered.

        On March 2, 2015, Silver Wheaton Caymans agreed to amend the Salobo Purchase Agreement with Vale Switzerland (the "Amended Salobo Purchase Agreement") to acquire from Vale Switzerland an additional

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amount of gold equal to 25% of the life of mine gold production from any minerals from the Salobo Mine that enter the Salobo mineral processing facility from and after January 1, 2015. This acquisition is in addition to the 25% of the Salobo Mine gold production that Silver Wheaton Caymans acquired pursuant to the Salobo Purchase Agreement in 2013, and will immediately increase Silver Wheaton's production profile and provide it with immediate cash flow. The Corporation estimates that the Amended Salobo Purchase Agreement will add to its gold production forecasts an estimated additional 62,000 ounces in 2015 (4.5 million ounces silver equivalent⁽¹⁾), an estimated average of 70,000 ounces⁽²⁾ per year (5.0 million ounces silver equivalent⁽¹⁾) over the first 10 years of the agreement and an estimated average of 60,000 ounces per year (4.3 million ounces silver equivalent⁽¹⁾) over the first 30 years of the agreement, in each case based on the mine plan prepared by Vale for the Salobo Mine. The Amended Salobo Purchase Agreement is also expected to increase Silver Wheaton's attributable proven and probable gold reserves by 3.3 million ounces, increase measured and indicated gold resources by 0.8 million ounces, and increase inferred gold resources by 0.4 million ounces.

        With this amendment, Silver Wheaton Caymans will increase the gold stream from 25% to 50% of the life of mine gold production from the Salobo Mine. Under the Amended Salobo Purchase Agreement, Silver Wheaton Caymans will pay Vale cash consideration of US$900 million on or before March 25, 2015 for the increased gold stream (the "Upfront Deposit"). In addition, Silver Wheaton Caymans is required to make ongoing payments of the lesser of US$400 per ounce of gold plus an inflationary adjustment of 1% commencing as of January 1, 2017 for the full 50% of gold production or the prevailing market price per ounce of gold delivered. The additional 25% life of mine production that is processed from and after January 1, 2015 will accrue retroactively to Silver Wheaton Caymans. The terms of the existing gold stream on the Salobo Mine were modified so that the annual inflation adjustment that was scheduled to start in 2016 will now start coincident with this stream in 2017.

        As reported by Vale, Vale is in the process of ramping up mill throughput at the Salobo Mine from 12 million tonnes per annum ("Mtpa") to 24 Mtpa, with the potential to further increase throughput beyond 24 Mtpa. Under the terms of the Amended Salobo Purchase Agreement, if the expansion to 24 Mtpa is not completed by December 31, 2016, Silver Wheaton Caymans continues to be entitled to a gross up (a temporary increased percentage of gold production) based on the pro-rata achievement of the target production. Extensive mineral reserves and exploration potential suggest that an even greater throughput expansion potential exists. If throughput capacity is expanded within a predetermined period, Silver Wheaton Caymans will be required to make an additional payment to Vale, relative to the 50% stream, based on a set fee schedule ranging from US$88 million if throughput is expanded beyond 28 Mtpa by January 1, 2036, to up to US$720 million if throughput is expanded beyond 40 Mtpa by January 1, 2018. There will be no additional deposit due if the expansion does not occur until after January 1, 2036. Any future further increase in mill throughput at the Salobo Mine, is expected to allow the Corporation to enhance its production growth profile and benefit from any future exploration successes at the Salobo Mine.

(1)

Silver equivalent basis assumes a 72:1 Ag:Au ratio.

(2)

Production estimates based on 10 year forecast.

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        The primary metals from the Salobo Mine are copper (82%) and gold (18%). As reported by Vale, the Salobo Mine is the largest copper deposit in Brazil with over a billion tonnes of mineral reserves and over 40 years of mine life. The Salobo Mine is ideally located for infrastructure and is connected to the national power grid. There are Vale-dedicated rail and regional highway systems from Maraba and Carajas and 85 kilometres of trucking to rail, then by rail to Vale's Ponta de Madeira-dedicated maritime termination in Sao Luis, Maranhao. A map of the local area follows below:

        The Salobo Mine is a conventional open mine with a life of mine with expected strip ratio of approximately 1.4 to 1. Gold-rich copper concentrates with typical expected copper grades of 38% have been produced through conventional comminution methods (including the use of flotation flow sheets). Pre-stripping operations were commenced at the Salobo Mine in 2009, production began in November, 2012 at 12 Mtpa, and the Phase I process plant commenced commissioning and ramp-up in June, 2012. Phase II started operation in June, 2014 and is currently ramping up to designed capacity. Based on Vale's publicly available information, gold production (on a 100% basis) for 2013 was approximately 117,000 ounces and for 2014 was approximately 160,000 ounces.

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        The addition of the Amended Salobo Purchase Agreement further diversifies the Corporation's production mix. As illustrated below, management estimates that over the next five years, gold, as a percentage of forecasted production, is expected to grow to over 40%. Attributable gold mineral reserves are estimated to be 9.3 million ounces, or over 45% of Silver Wheaton's precious metal mineral reserves on a silver equivalent basis⁽³⁾.

(3)

Silver equivalent basis assumes a 72:1 Ag:Au ratio.

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        The Salobo Mine has total estimated mineral reserves of 1.179 billion tonnes with gold grade of 0.35 grams per tonne. Forecasted, co-product cash costs are US$1.28 per pound copper⁽⁴⁾. The following graph shows the Salobo Mine in the first cost-quartile relative to other copper mines in 2015 based on cash costs per pound of copper:

        The following table shows the anticipated accretion to Silver Wheaton* as a result of the additional 25% life of mine gold being purchased from the Salobo Mine:

(4)

Wood Mackenzie 2014 Q4 dataset forecasted 2015 copper mine cost.

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        Based on Vale's publicly available information, over the course of 70 years Vale has become one of the largest mining companies globally, diversified by geography with operations in 37 countries around the globe, and diversified by commodity. Vale's operations, which produce iron ore, nickel, copper and coal, among other commodities, had gross revenues in fiscal 2014 of approximately US$38 billion as reported in its public filings. As of February 13, 2015, Vale had a market capitalization of approximately US$38 billion. Aerial photographs of the Salobo Mine follow below.

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Forecast Production

        The following graph shows the Corporation's forecasted production growth from 43.5 million silver equivalent ounces⁽⁵⁾ in 2015 to 51.0 million silver equivalent ounces⁽⁵⁾ in 2019 and the increase to Silver Wheaton's five year growth forecast as a result of the addition of the additional stream on the Salobo Mine:

        See "Further Disclosure Regarding Mineral Projects on Material Properties — Salobo Mine, Brazil" in the Annual Information Form for details regarding the Salobo Mine.

Amendments to Credit Facilities

        Effective February 27, 2015, Silver Wheaton amended and restated its revolving credit facility dated February 28, 2013 (the "Revolving Facility"). Silver Wheaton increased the available credit from US$1.0 billion to US$2.0 billion and extended the term by two years, with the facility now maturing on February 27, 2020. In addition, certain covenants were amended in order to replace the minimum total net worth and maximum net debt to EBITDA covenants with minimum net debt to total net worth and minimum interest coverage tests. The interest rate applicable to any drawings under the amended Revolving Facility remains unchanged. Silver Wheaton used proceeds drawn from this amended Revolving Facility, together with cash on hand, to repay US$1 billion of debt previously outstanding under its non-revolving term loan in the principal amount of US$1.0 billion dated as of May 28, 2013 (the "NRT Loan") and terminated the NRT Loan. Upon closing, Silver Wheaton had US$685 million drawn under the amended Revolving Facility.

(5)

Silver equivalent basis assumes a 72:1 Ag:Au ratio.

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2014 Production and Sales Volume

        Attributable silver equivalent production for the Corporation for the year ended December 31, 2014, was 35.3 million ounces (25.7 million ounces of silver and 142,800 ounces of gold), compared to 35.8 million ounces in 2013, representing a decrease of 1.5%. Silver equivalent sales volume for the Corporation for the year ended December 31, 2014, was 32.9 million ounces (23.5 million ounces of silver and 139,500 ounces of gold), compared to 30.0 million ounces in 2013, representing an increase of 9.8% (silver equivalent basis assumes a 61:1 Ag:Au ratio for 2013 and 67:1 Ag:Au ratio for 2014).

Updated Mineral Resource and Mineral Reserve Estimates

        The following tables set forth the estimated mineral reserves and mineral resources (silver and/or gold only) for the mines relating to which the Corporation has Precious Metal Purchase Agreements, adjusted where applicable to reflect the Corporation's percentage entitlement to silver and/or gold produced from such mines, as of December 31, 2014, unless otherwise noted. The tables are based on information available to the Corporation as of the date of this prospectus, and therefore will not reflect updates, if any, after such date.

Proven & Probable Reserves Attributable to Silver Wheaton^(1,2,3,8,18)

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Measured & Indicated Resources Attributable to Silver Wheaton^{(1,2,3,4,5,9,18)}

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Inferred Resources Attributable to Silver Wheaton^{(1,2,3,4,5,9,18)}