UNDERTAKINGGoldcorp Inc • December 20th, 2006 • Gold and silver ores
WHEREAS the undersigned has entered into an underwriting agreement (the “Underwriting Agreement”) dated November 21, 2006 with the Corporation, Goldcorp Trading (Caymans) Ltd. (“Goldcorp Trading”) and the Underwriters providing for a secondary offering to be completed on or about December 7, 2006 (the “Offering”) of 18,000,000 common shares of the Corporation owned by Goldcorp Trading;
UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2006 • Goldcorp Inc • Gold and silver ores • Ontario
We understand that Goldcorp Trading (Caymans) Ltd. (the “Selling Shareholder”), a wholly-owned subsidiary of Goldcorp Inc. (“Goldcorp”), proposes to sell 18,000,000 common shares (the “Shares”) in the capital of Silver Wheaton Corp. (the “Corporation”). Upon and subject to the terms and conditions contained herein, GMP Securities L.P. (“GMP”), BMO Nesbitt Burns Inc., Canaccord Capital Corporation, CIBC World Markets Inc., Genuity Capital Markets, Merrill Lynch Canada Inc., National Bank Financial Inc., UBS Securities Canada Inc., Fort House Inc., Salman Partners Inc. and Sprott Securities Inc. (collectively, the “Underwriters” and, individually, an “Underwriter”) hereby severally offer to purchase from the Selling Shareholder in the respective percentages set forth in paragraph 18 hereof and the Selling Shareholder hereby agrees to sell to the Underwriters, all but not less than all of the Shares, on a “bought deal” basis, at the purchase price of $12.70 per Share (the “Issue Price”),
