UNDERWRITING AGREEMENTSilver Wheaton Corp. • February 5th, 2008 • Gold and silver ores • Ontario
We understand that Goldcorp Trading (Barbados) Ltd. (the "Selling Shareholder"), a wholly-owned subsidiary of Goldcorp Inc. ("Goldcorp"), proposes to sell 108,000,000 common shares (the "Shares") in the capital of Silver Wheaton Corp. (the "Corporation"). Upon and subject to the terms and conditions contained herein, Macquarie Capital Markets Canada Ltd. ("Macquarie"), Genuity Capital Markets ("Genuity"), GMP Securities L.P., CIBC World Markets Inc., National Bank Financial Inc., RBC Dominion Securities Inc., Scotia Capital Inc., Canaccord Capital Corporation and Merrill Lynch Canada Inc. (collectively, the "Underwriters" and, individually, an "Underwriter") hereby severally offer to purchase from the Selling Shareholder in the respective percentages set forth in Section 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 $14.50 per Share (the "Offering Price"), for
