---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F


[_]REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

Commission
      file number: 001-32482


SILVER WHEATON CORP.(Exact Name of Registrant as Specified in its charter)

|Ontario, Canada                                     | 1041                         | Not Applicable                      
|--------------------------------------------------- | ---------------------------- | ------------------------------------
|(Province or other jurisdiction of incorporation or | (Primary Standard Industrial | (I.R.S. Employer Identification No.)
|organization)                                       | Classification Code)         |                                     

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

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

Securities registered or to be registered pursuant to Section
12(b) of the Act:

|Title of each class:        | Name of each exchange on which registered:
|--------------------------- | ------------------------------------------
|Common Shares, no par value | New York Stock Exchange                   

Securities registered or to be registered pursuant to Section
12(g) of the Act: None

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information
filed with this form:

|[X] Annual information form | [X] Audited annual financial statements
|--------------------------- | ---------------------------------------

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report: 354,375,852

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

[X] Yes       [_] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the Registrant was required to submit and post such files).

[_] Yes       [_] No

The annual report on Form 40-F shall be incorporated by
reference into the registrants Registration Statement on Form S-8 (File No.
333-128128) under the Securities Act of 1933, as amended.

---

EXPLANATORY NOTE

Silver Wheaton Corp. (the Company or the
Registrant) is a Canadian issuer eligible to file its annual
report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the Exchange Act) on Form 40-F pursuant to the
multi-jurisdictional disclosure system of the Exchange Act. The Company is a
foreign private issuer as defined in Rule 3b-4 under the Exchange Act. The
common shares of the Company are accordingly exempt from Sections 14(a), 14(b),
14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.

FORWARD-LOOKING STATEMENTS

This annual report on Form 40-F and the exhibits attached
hereto contain 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.
Forward-looking statements, which are all statements other than statements of
historical fact, include, but are not limited to, statements with respect to the
future price of silver and gold, the estimation of mineral reserves and mineral
resources, the realization of mineral reserve estimates, the timing and amount
of estimated future production, costs of production, reserve determination,
reserve conversion rates and any statements as to future dividends. 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, intends, anticipates or
does not anticipate, or believes, 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
Company to be materially different from those expressed or implied by such
forward-looking statements, including but not limited to: fluctuations in the
price of silver and gold; the absence of control over mining operations from
which the Company purchases silver and gold 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 and exploration
activities, economic and political risks of the jurisdictions in which the
mining operations are located, changes in project parameters as plans continue
to be refined; and differences in the interpretation or application of tax laws
and regulations; as well as those factors discussed in the section entitled
Risk Factors in the Companys annual information form (the
AIF) for the financial year ended December 31, 2012.
Forward-looking statements are based on assumptions management believes to be
reasonable, including but not limited to: the continued operation of the mining
operations from which the Company purchases silver and gold, 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 their
public statements and achieve their stated production outcomes, and such other
assumptions and factors as set out herein. Although the Company has attempted to
identify important factors that could cause actual results to differ materially
from those contained in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended. There can be
no assurance that forward-looking statements will prove to be accurate.
Accordingly, readers should not place undue reliance on forward-looking
statements. The forward-looking statements and forward-looking information
contained or incorporated by reference in this annual information form are
included for the purpose of providing investors with information to assist them
in understanding the Companys expected financial and operational performance
and may not be appropriate for other purposes. The Company does not undertake to
update any forward-looking statements that are included or incorporated by
reference herein, except in accordance with applicable securities laws.

2

---

CURRENCY

Unless otherwise indicated, all dollar amounts in this annual
report on Form 40-F are in United States dollars. Based on the Bank of Canada
noon exchange rate, the exchange rate of Canadian dollars into United States
dollars, on April 1, 2013, was CDN$1.00 = USD$0.9836.

NOTE TO UNITED STATES READERS-DIFFERENCES IN
UNITED STATES AND CANADIAN REPORTING PRACTICES

The Companys audited annual Consolidated Financial Statements
for the year ended December 31, 2012 (the "Audited Financial
Statements") have been prepared in accordance with International
Financial Reporting Standards as issued by the International Accounting
Standards Board (IFRS).

The AIF filed as Exhibit 99.1 to this annual report on Form
40-F has been prepared in accordance with the requirements of the securities
laws in effect in Canada, which differ from the requirements of U.S. securities
laws. The terms mineral reserve, proven mineral reserve and probable
mineral reserve are Canadian mining terms as 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 the United States
Securities and Exchange Commission (SEC) Industry Guide 7
(SEC Industry Guide 7) under the United States Securities Act of
1933, as amended. Under SEC Industry Guide 7 standards, mineralization may not
be classified as a reserve unless the determination has been made that the
mineralization could be economically and legally extracted or produced at the
time of the reserve determination.

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 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. 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 annual report and
the documents incorporated by reference herein containing descriptions of the
Companys mineral deposits may not be comparable to similar information made
public by U.S. companies subject to the reporting and disclosure requirements
under the United States federal securities laws and the rules and regulations
thereunder.

ANNUAL INFORMATION FORM

For the Company's AIF, see Exhibit 99.1 filed as part of this annual report on Form 40-F.

3

---

AUDITED ANNUAL FINANCIAL STATEMENTS AND MANAGEMENTS
DISCUSSION AND ANALYSIS

Managements Discussion and Analysis

For the Companys managements discussion and analysis of
results of operations and financial condition for the year ended December 31,
2012, see Exhibit 99.2 filed as part of this annual report on Form 40-F.

Audited Annual Financial Statements

For our Audited Financial Statements for the year ended
December 31, 2012, including the reports of the Independent Registered Chartered
Accountants with respect thereto, see Exhibit 99.2 filed as part of this annual
report on Form 40-F.

CERTIFICATIONS

See Exhibits 99.3, 99.4, 99.5 and 99.6 to this annual report on
Form 40-F.

CONTROLS AND PROCEDURES

The Companys management, including the Chief Executive Officer
(CEO) and Chief Financial Officer (CFO), does
not expect that its disclosure controls and procedures or internal controls and
procedures will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

Disclosure Controls

At the end of the period covered by this annual report, an
evaluation was carried out under the supervision of, and with the participation
of, the Companys management, including the CEO and CFO, of the effectiveness of
the Companys disclosure controls and procedures (as defined in Rule 13a  15(e)
and Rule 15d  15(e) under the Exchange Act). Based on that evaluation, the CEO
and the CFO have concluded that as of the end of the period covered by this
annual report, the Companys disclosure controls and procedures were adequately
designed and effective in ensuring that information required to be disclosed by
the Company in reports that it files or submits to the SEC under the Exchange
Act is (i) recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms and (ii) accumulated and communicated to
the Companys management, including the CEO and CFO, as appropriate, to allow
for timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this annual report on Form 40-F,
no change occurred in the Companys internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.

4

---

MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

The Companys management is responsible for establishing and
maintaining adequate internal control over the Companys financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Companys
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation and fair presentation of financial statements for external purposes
in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements on a timely basis.
Projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

Management conducted an evaluation of the design and operation
of the Companys internal control over financial reporting as of December 31,
2012, based on the criteria set forth in Internal Control Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission. This evaluation included review of the documentation of
controls, evaluation of the design effectiveness of controls, testing of the
operating effectiveness of controls and a conclusion on this evaluation. Based
on this evaluation, management has concluded that the Companys internal control
over financial reporting was effective at the reasonable assurance level as of
December 31, 2012. The managements report entitled Managements Report on
Internal Control Over Financial Reporting is included with the Audited
Financial Statements, which are part of the Annual Report for the year ended
December 31, 2012, attached as Exhibit 99.2 to this annual report on Form 40-F.

The Companys Independent Registered Chartered Accountants have
issued an attestation report on the Companys internal control over financial
reporting as of December 31, 2012, included with the Audited Financial
Statements, which are part of the Annual Report for the year ended December 31,
2012, attached as Exhibit 99.2 to this annual report on Form 40-F.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

The required disclosure is included in the Report of
Independent Registered Chartered Accountants that accompanies the Companys
Audited Financial Statements for the year ended December 31, 2012, filed as
Exhibit 99.2 to this annual report on Form 40-F.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR
that the Registrant sent during the year ended December 31, 2012 concerning any
equity security subject to a blackout period under Rule 101 of Regulation BTR.

AUDIT COMMITTEE

The Companys Board of Directors has a separately designated
standing Audit Committee established in accordance with section 3(a)(58)(A) of
the Exchange Act. The members of the Companys Audit Committee are identified on
page 78 of the AIF, included as Exhibit 99.1 and filed as part of this annual
report on Form 40-F. In the opinion of the Companys Board of Directors, all
members of the Audit Committee are independent (as determined under Rule 10A-3
of the Exchange Act and the rules of the New York Stock Exchange) and are
financially literate.

Audit Committee Financial Expert

John Brough is an audit committee financial expert (as such
term is defined in Form 40-F), in that he has an understanding of generally
accepted accounting principles and financial statements; is able to assess the
general application of accounting principles in connection with the accounting
for estimates, accruals and reserves; has experience preparing, auditing,
analyzing or evaluating financial statements that entail accounting issues of
equal breadth and complexity to the Companys financial statements (or actively
supervising another person who did so); has an understanding of internal
controls and procedures for financial reporting and an understanding of audit
committee functions. In addition, Mr. Brough is independent as that term is
defined in the rules of the New York Stock Exchange.

5

---

CODE OF ETHICS

The Board of Directors has adopted a written Code of Business
Conduct and Ethics which applies to all of the Companys officers, directors and
employees, including its principal executive officer, principal financial
officer, principal accounting officer or controller, and persons performing
similar functions. In addition, the Board of Directors, through its meetings
with management and other informal discussions with management, encourages a
culture of ethical business conduct and believes the Companys high caliber
management team promotes a culture of ethical business conduct throughout the
Companys operations and is expected to monitor the activities of the Companys
employees, consultants and agents in that regard. The Board of Directors
encourages any concerns regarding ethical conduct in respect of the Companys
operations to be raised by employees to their immediate supervisor and to the
Companys Chief Compliance Officer and by officers and directors to the Chairman
and to the Companys Chief Compliance Officer.

It is a requirement of applicable corporate law that directors
and officers who are a party to a material contract or transaction or proposed
material contract or transaction with the Company, or who are directors or
officers of, or have a material interest in, any person who is a party to a
material contract or transaction or proposed material contract or transaction
with the Company, must disclose in writing to the Company or request to have
entered in the minutes of meetings of directors the nature and extent of his
interest and, in the case of directors, they must not attend any part of a
meeting of directors during which the contract or transaction is discussed and
must not vote on any resolution to approve the contract or transaction, subject
to certain exceptions. These requirements are also contained in the Companys
bylaws, which are made available to the directors and officers of the Company.

During the year ended December 31, 2012, there were no
amendments to the code and no waivers, including implicit waivers, granted from
any provision of the code. All amendments to the code, and all
waivers of the code, including an implicit waiver, with respect to any of the
employees, officers and directors covered by it, will be posted on the Companys
website within five business days of the amendment or waiver, submitted on Form
6-K and provided in print to any shareholder who requests them. The Companys
Code of Business Conduct and Ethics is located on its website at
www.silverwheaton.com.

PRINCIPAL ACCOUNTING FEES AND SERVICES-INDEPENDENT REGISTERED
CHARTERED ACCOUNTANTS

Deloitte LLP acted as the Companys independent
registered chartered accountants for the financial year ended December 31, 2012.
See page 79 of the AIF, which is filed as Exhibit 99.1 to this annual report on
Form 40-F, for the total amount billed to the Company by Deloitte LLP for services performed in the last two financial years by category of
service (for audit fees, audit-related fees, tax fees and all other fees) in
Canadian dollars.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY
INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS

The required disclosure is included on page 78 of the AIF
filed as Exhibit 99.1 to this annual report on Form 40-F.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors, or relationships with unconsolidated special purpose
entities.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The required disclosure is included under the heading
Managements Discussion and Analysis  Contractual Obligations and
Contingencies in Exhibit 99.2 of this annual report on Form 40-F.

MINE SAFETY DISCLOSURE

Not applicable.

6

---

UNDERTAKING

The Company undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the SEC staff, and to
furnish promptly, when requested to do so by the SEC staff, information relating
to: the securities registered pursuant to Form 40-F; the securities in relation
to which the obligation to file an annual report on Form 40-F arises; or
transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Company has, together with this Form 40-F, filed an
Appointment of Agent for Service of Process and Undertaking on Form F-X with
respect to the class of securities in relation to which the obligation to file
this annual report on Form 40-F arises.

Any change to the name or address of the agent for service of
process of the Company shall be communicated promptly to the SEC by an amendment
to the Form F-X referencing the file number of the Company.

7

---

SIGNATURES

Pursuant to the requirements of the Exchange Act, the
Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.

SILVER WHEATON CORP.

By: /s/ Randy V. J.
SmallwoodName: Randy V. J. Smallwood Title: Chief
Executive Officer

Date: April 2, 2013

---

EXHIBITS

|99.1  | Annual Information Form of the Company for the year ended
      December 31, 2012                                                                                                 
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                   
|99.2  | Annual Report of the Company for the year ended December
      31, 2012, including Managements Discussion & Analysis and Annual
      Financial Statements                       
|      |                                                                                                                                                                                   
|99.3  | CEO Certification pursuant to Rule 13a-14(a) or 15d-14(a)
      of the Securities Exchange Act of 1934, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002
|      |                                                                                                                                                                                   
|99.4  | CFO Certification pursuant to Rule 13a-14(a) or 15d-14(a)
      of the Securities Exchange Act of 1934, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002
|      |                                                                                                                                                                                   
|99.5  | CEO Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002                                                  
|      |                                                                                                                                                                                   
|99.6  | CFO Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002                                                  
|      |                                                                                                                                                                                   
|99.7  | Consent of Deloitte LLP, Independent
      Registered Chartered Accountants                                                                                                       
|      |                                                                                                                                                                                   
|99.8  | Consent of N. Burns                                                                                                                                                               
|      |                                                                                                                                                                                   
|99.9  | Consent of S. Mah                                                                                                                                                                 
|      |                                                                                                                                                                                   
|99.10 | Consent of J. Turner                                                                                                                                                              
|      |                                                                                                                                                                                   
|99.11 | Consent of B. Foo                                                                                                                                                                 
|      |                                                                                                                                                                                   
|99.12 | Consent of J. Ché Osmond                                                                                                                                                          
|      |                                                                                                                                                                                   
|99.13 | Consent of C. Jacobs                                                                                                                                                              

---