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SILVER WHEATON CORP.ANNUAL INFORMATION FORMFOR THE YEAR ENDED DECEMBER 31, 2016

TABLE OF CONTENTS

|DESCRIPTION                                                      | PAGE
      NO.
|---------------------------------------------------------------- | --------------
|                                                                 |               
|INTRODUCTORY NOTES                                               | 1             
|CORPORATE STRUCTURE                                              | 6             
|GENERAL DEVELOPMENT OF
      THE BUSINESS                        | 7             
|DESCRIPTION OF THE BUSINESS                                      | 15            
|Principal Product                                                | 17            
|Competitive Conditions                                           | 29            
|Operations                                                       | 30            
|Risk Factors                                                     | 30            
|TECHNICAL
      INFORMATION                                      | 43            
|SAN DIMAS MINES, MEXICO                                          | 52            
|PEÑASQUITO MINE,
      MEXICO                                    | 60            
|SALOBO MINE, BRAZIL                                              | 70            
|DIVIDENDS                                                        | 87            
|DESCRIPTION OF CAPITAL STRUCTURE                                 | 87            
|TRADING PRICE AND
      VOLUME                                   | 89            
|DIRECTORS AND OFFICERS                                           | 89            
|LEGAL PROCEEDINGS AND
      REGULATORY ACTIONS                   | 95            
|INTEREST OF MANAGEMENT AND OTHERS IN
      MATERIAL TRANSACTIONS | 95            
|TRANSFER AGENT AND
      REGISTRAR                               | 95            
|MATERIAL CONTRACTS                                               | 95            
|INTERESTS OF
      EXPERTS                                       | 95            
|AUDIT COMMITTEE                                                  | 96            
|ADDITIONAL
      INFORMATION                                     | 97            
|SCHEDULE A - AUDIT COMMITTEE
      CHARTER                       | A-1           

Silver Wheaton is a registered trademark of Silver Wheaton
Corp. in Canada, the United States and certain other jurisdictions.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM

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INTRODUCTORY NOTES

Cautionary Note Regarding Forward-Looking Statements

This annual information form
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.
Forward-looking statements, which are all statements other than statements of
historical fact, include, but are not limited to, statements with respect to:

| |  | proposed name change from Silver Wheaton Corp. to Wheaton
      Precious Metals Corp.;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the acquisition of Los Filos by Leagold Mining
      Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  | future payments by Silver Wheaton in accordance with
      early deposit precious metal purchase agreements, including any
      acceleration of payments, estimated throughput and exploration potential;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | projected increases to Silver Wheaton Corp.s (Silver
      Wheaton or the Company) production and cash flow profile;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | the expansion and exploration potential at the Salobo,
      San Dimas and Peñasquito mines (each as defined herein);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | projected changes to Silver Wheatons production mix;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | anticipated increases in total throughput at the Salobo
      mine;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | the effect of the Servicio de AdministraciÓn Tributaria
      (SAT) legal claim on Primero Mining Corp.s (Primero) business,
      financial condition, results of operations and cash flows for 2010-2014
      and 2015-2019;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | the impact on Primero of the unionized employee strike at
      the San Dimas mine;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | the ability of Primero to continue as a going concern;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | the guarantee of Primeros revolving credit facility;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | the estimated future production;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | 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 2017 and average attributable annual production over the next
      five years);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | the costs of future production;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | reserve determination;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | estimated reserve conversion rates and produced but not
      yet delivered ounces;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | any statements as to future dividends, the ability to
      fund outstanding commitments and the ability to continue to acquire
      accretive precious metal stream interests;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | confidence in the Companys business structure;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | the Companys position relating to any dispute with the
      Canada Revenue Agency (the CRA) and the Companys intention to defend
      reassessments issued by the CRA; the impact of potential taxes, penalties
      and interest payable to the CRA; possible audits for taxation years
      subsequent to 2013; estimates as to amounts that may be reassessed by the
      CRA in respect of taxation years subsequent to 2010; amounts that may be
      payable in respect of penalties and interest; the Companys intention to
      file future tax returns in a manner consistent with previous filings; that
      the CRA will continue to accept the Company posting security for amounts
      sought by the CRA under notices of reassessment for the 2005-2010 taxation
      years or will accept posting security for any other amounts that may be
      sought by the CRA under other notices of reassessment; the length of time
      it would take to resolve any dispute with the CRA or an objection to a
      reassessment; and assessments of the impact and resolution of various tax
      matters, including outstanding audits, proceedings with the CRA and
      proceedings before the courts; and
| |  | assessments of the impact and resolution of various legal
      and tax matters, including but not limited to outstanding class actions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [1]

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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
Silver Wheaton to be materially different from those expressed or implied by
such forward-looking statements, including but not limited to:

| |  | any decision to not proceed with the proposed name change
      from Silver Wheaton Corp. to Wheaton Precious Metals Corp., the failure to
      receive shareholder approval for such name change or delays in
      implementing the proposed name change;                                                                                                                                                                           
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | that the acquisition of Los Filos will not be completed;                                                                                                                                                                                                                                                                                                                                                                               
| |  | risks related to the satisfaction of each partys
      obligations in accordance with the terms of the precious metal purchase
      agreements, including any acceleration of payments, estimated throughput
      and exploration potential;                                                                                                                                                                                        
| |  | fluctuations in the price of commodities;                                                                                                                                                                                                                                                                                                                                                                                              
| |  | risks related to the Mining Operations (as defined
      herein) including risks related to fluctuations in the price of the
      primary commodities mined at such operations, actual results of mining 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;
| |  | absence of control over Mining Operations and having to
      rely on the accuracy of the public disclosure and other information Silver
      Wheaton receives from the owners and operators of the Mining Operations as
      the basis for its analyses, forecasts and assessments relating to its own
      business;                                                                                                              
| |  | Primero not being able to defend the validity of the 2012
      Advance Pricing Agreement (APA), being unable to pay taxes in Mexico
      based on realized silver prices or the SAT proceedings or actions
      otherwise have an adverse impact on the business, financial condition or
      results of operation of Primero;                                                                                                   
| |  | Primero not being able to continue as a going concern;                                                                                                                                                                                                                                                                                                                                                                                 
| |  | Primero not being able to obtain a satisfactory
      resolution of the unionized employee strike at the San Dimas mine within
      three months;                                                                                                                                                                                                                                                                                     
| |  | Primero not being able to secure additional funding,
      resume San Dimas mine operations to normal operating capacity, reduce cash
      outflows or have a successful outcome to a strategic review process;                                                                                                                                                                                                                       
| |  | Primero failing to make required payments or otherwise
      defaulting under its credit facility and the Company having to meet its
      guarantee obligations;                                                                                                                                                                                                                                                                      
| |  | 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 or the tax
      impact to the Companys business operations is materially different than
      currently contemplated;                               
| |  | any challenge by the CRA of the Companys tax filings is
      successful and the potential negative impact to the Companys previous and
      future tax filings;                                                                                                                                                                                                                                                                    
| |  | the Companys business or ability to enter into precious
      metal purchase agreements (as defined herein) is materially impacted as a
      result of any CRA reassessment;                                                                                                                                                                                                                                                         
| |  | any reassessment of the Companys tax filings and the
      continuation or timing of any such process is outside the Companys
      control;                                                                                                                                                                                                                                                                                         
| |  | any requirement to pay reassessed tax; the Company is not
      assessed taxes on its foreign subsidiarys income on the same basis that
      the Company pays taxes on its Canadian income, if taxable in Canada;                                                                                                                                                                                                                    
| |  | interest and penalties associated with a CRA reassessment
      having an adverse impact on the Companys financial position;                                                                                                                                                                                                                                                                                                          
| |  | litigation risk associated with a challenge to the
      Companys tax filings;                                                                                                                                                                                                                                                                                                                                                        
| |  | credit and liquidity risks;                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | indebtedness and guarantees risks;                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | hedging risk;                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | competition in the mining industry;                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | risks related to Silver Wheatons acquisition strategy;                                                                                                                                                                                                                                                                                                                                                                                
| |  | risks related to the market price of the common shares of
      Silver Wheaton (the Common Shares);                                                                                                                                                                                                                                                                                                                                  
| |  | equity price risks related to Silver Wheaton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 Silver Wheaton and the Mining Operations
      to retain key management employees or procure the services of skilled and
      experienced personnel;                                                                                                                                                                                                                                                                   
| |  | litigation risk associated with outstanding legal
      matters;                                                                                                                                                                                                                                                                                                                                                                       

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [2]

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| |  | risks related to claims and legal proceedings against
      Silver Wheaton or the Mining Operations;                                                                                                                                                                                                                                                  
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | risks relating to unknown defects and impairments;                                                                                                                                                                                                                                                                                                    
| |  | risks relating to security over underlying assets;                                                                                                                                                                                                                                                                                                    
| |  | risks related to ensuring the security and safety of
      information systems, including cyber security risks;                                                                                                                                                                                                                                       
| |  | risks related to the adequacy of internal control over
      financial reporting;                                                                                                                                                                                                                                                                     
| |  | risks related to governmental regulations;                                                                                                                                                                                                                                                                                                            
| |  | risks related to international operations of Silver
      Wheaton and the Mining Operations;                                                                                                                                                                                                                                                          
| |  | risks relating to exploration, development and operations
      at the Mining Operations;                                                                                                                                                                                                                                                             
| |  | risks related to the ability of the companies with which
      the Company has precious metal purchase agreements to perform their
      obligations under those precious metal purchase agreements in the event of
      a material adverse effect on the results of operations, financial
      condition, cash flows or business of such companies;
| |  | risks related to environmental regulation and climate
      change;                                                                                                                                                                                                                                                                                   
| |  | the ability of Silver Wheaton and the Mining Operations
      to obtain and maintain necessary licenses, permits, approvals and rulings;                                                                                                                                                                                                              
| |  | the ability of Silver Wheaton 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 reserve and
      mineral resource estimates;                                                                                                                                                                                                                                                                  
| |  | inability to replace and expand mineral reserves;                                                                                                                                                                                                                                                                                                     
| |  | risks relating to production estimates from Mining
      Operations, including anticipated timing of the commencement of production
      by certain Mining Operations;                                                                                                                                                                               
| |  | uncertainties related to title and indigenous rights with
      respect to the mineral properties of the Mining Operations;                                                                                                                                                                                                                           
| |  | fluctuation in the commodity prices other than silver or
      gold;                                                                                                                                                                                                                                                                                  
| |  | the ability of Silver Wheaton 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 relating to future sales or the issuance of equity
      securities; and                                                                                                                                                                                                                                                                        
| |  | other risks disclosed under the heading Risk Factors in
      this annual information form.                                                                                                                                                                                                                                                         

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

| |  | the receipt of shareholder approval for the proposed name
      change from Silver Wheaton Corp. to Wheaton Precious Metals Corp.;                                                           
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | that the acquisition of Los Filos will be completed;                                                                                                                                         
| |  | the satisfaction of each partys obligations in
      accordance with the precious metal purchase agreements;                                                                                
| |  | no material adverse change in the market price of
      commodities;                                                                                                                         
| |  | that the Mining Operations will continue to 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;                                                                                                          
| |  | that Primero is able to obtain a satisfactory resolution
      of the unionized employee strike at the San Dimas mine within three
      months;                                             
| |  | that Primero is able to continue as a going concern;                                                                                                                                         
| |  | that Primero will make all required payments and not be
      in default under its revolving credit facility;                                                                                
| |  | Silver Wheatons ability to source and obtain accretive
      precious metal stream interests;                                                                                               
| |  | expectations regarding the resolution of legal and tax
      matters, including the ongoing class action litigation and CRA audit
      involving the Company;                               
| |  | Silver Wheaton will be successful in challenging any
      reassessment by the CRA;                                                                                                          
| |  | Silver Wheaton has properly considered the application of
      Canadian tax law to its structure and operations;                                                                            
| |  | Silver Wheaton will continue to be permitted to post
      security for amounts sought by the CRA under notices of reassessment;                                                             
| |  | Silver Wheaton has filed its tax returns and paid
      applicable taxes in compliance with Canadian tax law;                                                                                
| |  | Silver Wheaton will not change its business as a result
      of any CRA reassessment;                                                                                                       

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [3]

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| |  | Silver Wheatons ability to enter into new precious metal
      purchase agreements will not be impacted by any CRA reassessment;                                                                                                                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | expectations and assumptions concerning prevailing tax
      laws and the potential amount that could be reassessed as additional tax,
      penalties and interest by the CRA;                                                                                                                                                                                                                                                                                                                                                 
| |  | any foreign subsidiary income, if taxable in Canada,
      would be subject to the same or similar tax calculations as Silver
      Wheatons Canadian income, including the Companys position, in respect of
      precious metal purchase agreements with upfront payments paid in the form
      of a deposit, that the estimates of income subject to tax is based on the
      cost of precious metal acquired under such precious metal purchase
      agreements being equal to the market value of such precious metal;
| |  | the estimate of the recoverable amount for any precious
      metal purchase agreement with an indicator of impairment; 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, Silver Wheaton. Accordingly, readers should not
place undue reliance on forward-looking statements and are cautioned that actual
outcomes may vary. The forward-looking statements included herein are for the
purpose of providing investors with information to assist them in understanding
Silver Wheaton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.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [4]

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Currency Presentation and Exchange Rate Information

This annual information form
contains references to United States dollars and Canadian dollars. All dollar
amounts referenced, unless otherwise indicated, are expressed in United States
dollars. Canadian dollars are referred to herein 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 three years in the period ended December 31, 2016, as quoted by the Bank of
Canada, were as follows:

Year
      ended December 312016
    
    
    2015
    
    
    2014High
    
    C$1.4589
    
    
    C$1.3959
    
    
    C$1.1643Low
    
    1.2544
    
    
    1.1763
    
    
    1.0614Closing
    
    1.3427
    
    
    1.3839
    
    
    1.1601


On March 30, 2017, 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$1.3279.

Silver Prices

The high, low, average and
closing fixing silver prices in United States dollars per troy ounce for each of
the three years in the period ended December 31, 2016, as quoted by the London
Bullion Market Association (LBMA), were as follows:

Year
      ended December 312016
    
    
    2015
    
    
    2014*High
    
    $20.71
    
    
    $18.23
    
    
    $22.05Low
    
    13.58
    
    
    13.71
    
    
    15.28Average
    
    17.14
    
    
    15.68
    
    
    19.09Closing
    
    16.24
    
    
    13.82
    
    
    15.79


* During 2014, the calculation of
silver prices was transitioned to an electronic, auction-based benchmark.

On March 30, 2017, the LBMA
Silver Price in United States dollars per troy ounce, as published by the LBMA,
was $18.10.

Gold Prices

The high, low, average and
closing afternoon fixing gold prices in United States dollars per troy ounce for
each of the three years in the period ended December 31, 2016, as quoted by the
LBMA, were as follows:

Year
      ended December 312016
    
    
    2015*
    
    
    2014High
    
    $1366.25
    
    
    $1295.75
    
    
    $1,385.00Low
    
    1077.00
    
    
    1049.40
    
    
    1,142.00Average
    
    1250.80
    
    
    1160.06
    
    
    1,266.40Closing
    
    1145.90
    
    
    1160.00
    
    
    1,206.00


* During March 2015, the
calculation of gold prices was transitioned to an electronic, auction-based
benchmark.

On March 30, 2017, the LBMA Gold
Price PM in United States dollars per troy ounce, as published by the LBMA, was
$1248.80.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM[5]

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CORPORATE STRUCTURE

Pursuant to Articles of
Continuance dated December 17, 2004, Silver Wheaton was continued under the
Business Corporations Act (Ontario) (the Act).

The Companys head office is
located at 3500  1021 West Hastings Street, Vancouver, British Columbia, V6E
0C3 and its registered office is located at Suite 2100, 40 King Street West,
Toronto, Ontario, M5H 3C2.

The Companys active subsidiaries
are Silver Wheaton (Caymans) Ltd. (Silver Wheaton Caymans) and Wheaton
Precious Metals (Cayman) Co. (Wheaton Precious Metals), each of which is
wholly-owned by the Company and is governed by the laws of the Cayman Islands
and Silver Wheaton Luxembourg S.a.r.l. (Silver Wheaton Luxembourg) which is
wholly-owned by Silver Wheaton Caymans and is governed by the laws of
Luxembourg. As used in this annual information form, except as otherwise
required by the context, reference to Silver Wheaton or the Company means
Silver Wheaton Corp., Silver Wheaton Caymans, Silver Wheaton Luxembourg and
Wheaton Precious Metals.

On March 21, 2017, the Company
announced a proposal to change its name from Silver Wheaton Corp. to Wheaton
Precious Metals Corp.. Details on this proposed change of name will be
contained in the Companys management information circular for the year ended
December 31, 2016 to be prepared in connection with the Companys annual meeting
of shareholders scheduled to be held on May 10, 2017 which will be available on
SEDAR at www.sedar.com and EDGAR at www.sec.gov. If the name change to
Wheaton Precious Metals Corp. is approved by shareholders, the Company plans to
also change its Toronto Stock Exchange (TSX) and New York Stock Exchange
(NYSE) ticker symbol from SLW to WPM. The timing of the name change and
ticker symbol change will be announced at a later date. Concurrent with the name
change, the Companys web domain will also change to www.wheatonpm.com.
If the proposed name change is approved by shareholders, certain of the
Companys active subsidiaries may also change their name.

SILVER WHEATON AND ITS PRINCIPAL SUBSIDIARIES



SILVER WHEATON 2016 ANNUAL INFORMATION FORM [6]

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GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

|2014                                     | 2015                                       | 2016                                   
|---------------------------------------- | ------------------------------------------ | ---------------------------------------
|                                         |                                            |                                        
|August                                   | February                                   | March                                  
|Acquisition of first royalty interest on | Increase of revolving credit facility to   | Acquired an early deposit silver and   
|Metates properties                       | $2 billion and termination of non-         | gold stream on the Cotabambas          
|                                         | revolving credit facility                  | project for total upfront consideration
|                                         |                                            | of $140 million                        
|                                         |                                            |                                        
|December                                 | March                                      | April                                  
|Amendment to extend deliveries from      | Completed $800 million Common              | Completed $633 million Common          
|Barrick Gold Corporations producing     | Share offering                             | Share offering (inclusive of over-     
|mines for 15 months                      |                                            | allotment)                             
|                                         |                                            |                                        
|December                                 | March                                      | August                                 
|Cancellation of silver stream on         | Acquisition of additional 25% gold         | Acquisition of additional 25% gold     
|Campo Morado mine                        | stream on Salobo mine for upfront          | stream on Salobo mine for total        
|                                         | consideration of $900 million              | upfront consideration of $800 million  
|                                         |                                            |                                        
|                                         | **April**                                  |                                        
|                                         | Acquired an early deposit
      silver     |                                        
|                                         | stream on Toroparu project for
      total |                                        
|                                         | upfront consideration of $5
      million  |                                        
|                                         |                                            |                                        
|                                         | July/September                             |                                        
|                                         | Receipt of CRA proposal letter
      and   |                                        
|                                         | reassessments                              |                                        
|                                         |                                            |                                        
|                                         | November                                   |                                        
|                                         | Acquisition of silver stream
      on      |                                        
|                                         | Antamina mine for total
      upfront      |                                        
|                                         | consideration of $900
      million        |                                        

Streaming Transactions

Antamina Transaction

Mine Name:
    AntaminaOperator:
  Glencore via CMALocation:
    PeruStream:
    100% of Glencore 33.75% silver, reduced to 22.5%
    after receiving 140MozsTerm:
    Life of MineSW party:
  Silver Wheaton Caymans


On November 3, 2015, Silver Wheaton
Caymans entered into an agreement (the Antamina Purchase Agreement) to acquire
from Anani Investments Ltd.
      (Anani), a subsidiary of Glencore plc (Glencore), an amount of silver
      equal to 33.75% of the silver production from the Antamina mine in Peru
      until the delivery of 140 million ounces of silver and 22.5% of silver
      production thereafter for the life of mine at a fixed 100% payable rate.
      Silver Wheaton Caymans paid total upfront cash consideration of $900
      million for the silver stream in December 2015 by using cash on hand
      together with amounts drawn from the Companys $2 billion Amended
      Revolving Facility (as defined herein). In addition, Silver Wheaton
      Caymans will make ongoing payments of 20% of the spot price per silver
      ounce delivered under the Antamina Purchase Agreement. In connection with
      the Antamina Purchase Agreement, Glencore and Noranda Antamina SCRL (the
      holder of Glencores interest in the Antamina mine) also provided Silver
      Wheaton Caymans with corporate guarantees and certain other assurances,
  including encumbrance and debt restrictions by Noranda.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [7]

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Salobo Transaction

Mine Name:
    SaloboOperator:
    ValeLocation:
    BrazilStream:
    75%
  GoldTerm:
    Life
  of MineSW party:
  Silver Wheaton Caymans


On February 28, 2013, Silver Wheaton
Caymans entered into an agreement (the Salobo Purchase Agreement) to acquire
from Vale Switzerland SA (Vale Switzerland), a 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
      paid total upfront cash consideration of $1.33 billion in March 2013. Vale
      also provided Silver Wheaton Caymans with a corporate guarantee.

On March 2, 2015, Silver Wheaton
Caymans agreed to amend the Salobo Purchase Agreement with Vale Switzerland (the
First Amended Salobo Purchase Agreement) to acquire from Vale Switzerland an
additional 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. Under the First Amended Salobo Purchase
Agreement, Silver Wheaton Caymans paid Vale cash consideration of $900 million
on March 24, 2015 for the increased gold stream.

On August 2, 2016, Silver Wheaton
Caymans agreed to further amend the First Amended Salobo Purchase Agreement (the
Second Amended Salobo Purchase Agreement) to acquire an additional amount of
gold equal to 25% of the life of mine gold production in respect of gold
production for which an off-taker payment is received after July 1, 2016. Under
the Second Amended Salobo Purchase Agreement, Silver Wheaton Caymans paid Vale
cash consideration of $800 million and the 10 million Silver Wheaton common
share purchase warrants expiring on February 28, 2023 entitling a wholly-owned
subsidiary of Vale to purchase one common share of Silver Wheaton for each whole
warrant were amended to reduce the strike price from $65 to $43.75.

With these amendments, Silver
Wheaton Caymans increased the gold stream from 25% to 75% of the life of mine
gold production from the Salobo mine.

In addition, Silver Wheaton
Caymans is required to make ongoing payments of the lesser of $400 per ounce of
gold (subject to a 1% annual inflation adjustment now commencing as of January
1, 2019) or the prevailing market price per ounce of gold delivered for the full
75% of gold production.

As reported by Vale, the Salobo
mine mill throughput has been increased to 24 million tonnes per annum (Mtpa),
with the potential to further increase throughput beyond 24 Mtpa. If throughput
capacity is expanded within a predetermined period, and depending on the grade
of material processed, Silver Wheaton Caymans will be required to make an
additional payment to Vale, relative to the 75% stream, based on a set fee
schedule ranging from $113 million if throughput is expanded beyond 28 Mtpa by
January 1, 2036, to up to $953 million if throughput is expanded beyond 40 Mtpa
by January 1, 2021. There will be no additional deposit due if the expansion is
completed after January 1, 2036. Any further future increase in mill throughput
at the Salobo mine is expected to allow the Company to enhance its production
growth profile and benefit from any future exploration successes at the Salobo
mine.

See Further Disclosure Regarding
Mineral Projects on Material Properties  Salobo Mine, Brazil for details
regarding the Salobo mine.

Early Deposit Gold and Silver Interest  Sandspring
Transaction

Mine Name:
    ToroparuOperator:
  SandspringLocation:
    GuyanaStream:
    10%
  Gold and 50% SilverTerm:
    Life
  of MineSW party:
  Silver Wheaton Caymans


On November 11, 2013, Silver Wheaton
Caymans entered into a life of mine early deposit precious metal purchase
agreement (the Toroparu Early Deposit Agreement) to acquire from Sandspring Resources Ltd.
      (Sandspring) an amount of gold equal to 10% of the gold production from
      its Toroparu project (the Toroparu project) located in the Republic of
      Guyana, South America. Under the Toroparu Early Deposit Agreement, the
      Company agreed to pay Sandspring total upfront cash consideration of
      $148.5 million, of which $13.5 million has been paid to date, with the
      additional $135 million payable on an installment basis to partially fund
      construction of the mine. In addition, the Company will make ongoing
      payments of the lesser $400 per ounce of gold (subject to an inflationary
      adjustment of 1% beginning in the fourth year of satisfaction of the
      completion test) or the prevailing market price per ounce of gold
  delivered.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [8]

---

On April 22, 2015, the Company
amended the Toroparu Early Deposit Agreement to include the acquisition of an
amount equal to 50% of the payable silver production from the Toroparu project.
Silver Wheaton Caymans will make a total upfront cash payment of $5 million in
connection with this amendment, of which $2 million has been paid to date, and
$3 million will be payable on an installment basis to partially fund
construction of the mine. In addition, Silver Wheaton will make ongoing payments
of the lesser of $3.90 per ounce of silver (subject to an inflationary
adjustment of 1% beginning in the fourth year of satisfaction of the completion
test) or the prevailing market price per ounce of silver delivered. As a result
of the addition of the silver stream to the Toroparu Early Deposit Agreement,
Silver Wheaton will now pay Sandspring a total upfront cash consideration of
$153.5 million. In connection with the amendment to the Toroparu Early Deposit
Agreement, Sandspring and ETK Inc., the owner of the Toroparu project, provided
Silver Wheaton with corporate guarantees and certain other security over their
assets.

Under the amended Toroparu Early
Deposit Agreement, the due date for the feasibility study, environmental study
and impact assessment and other related documents (collectively the Toroparu
Feasibility Documentation) was extended to December 31, 2016 and further
extended to December 31, 2017 in November 2016. There will be a 60 day period
following the delivery of Toroparu Feasibility Documentation, or after December
31, 2017 if the Toroparu Feasibility Documentation has not been delivered to
Silver Wheaton by such date, where Silver Wheaton may elect not to proceed with
the Toroparu Early Deposit Agreement. If Silver Wheaton elects to terminate,
Silver Wheaton will be entitled to a return of the amounts advanced less $2
million which is non-refundable or, at Sandsprings option, the gold stream
percentage will be reduced from 10% to 0.909% and the silver stream percentage
will be reduced from 50% to nil.

Early Deposit Gold and Silver Interest  Panoro Minerals
Transaction

Mine
      Name:
    CotabambasOperator:
    PanoroLocation:
    PeruStream:
    100%
  Silver and 25% Gold until
  90 million silver equivalent ozs then decrease to
  66.67% and 16.67%Term:
    Life
  of MineSW party:
  Silver Wheaton Caymans


On
      March 21, 2016, Silver Wheaton Caymans entered into an early deposit
      precious metal purchase agreement with Panoro Minerals Ltd. and its wholly
      owned subsidiary Cordillera Copper Ltd. (Panoro) (the Cotabambas Early
      Deposit Agreement) for the Cotabambas project located in Peru (the
      Cotabambas project). Panoro and its subsidiaries have provided Silver
      Wheaton with corporate guarantees and certain other security over their
      assets.

Under the terms of the
      Cotabambas Early Deposit Agreement, Silver Wheaton Caymans is entitled to
      purchase 100% of the payable silver production and 25% of the payable gold
      production from the Cotabambas project until 90 million silver equivalent
      ounces attributable to Silver Wheaton Caymans have been delivered, at
      which point the stream would decrease to 66.67% of payable silver
      production and 16.67% of payable gold production for the life of mine.
      Under the Cotabambas Early Deposit Agreement, Silver Wheaton Caymans will
      pay a total cash consideration of $140 million plus an ongoing production
      payment of the lesser of: (i) $5.90 for each silver ounce and $450 for
      each gold ounce (both subject to a 1% annual inflation adjustment starting
      in the fourth year after the completion test is satisfied) and (ii) the
      prevailing market price. Once certain conditions have been met, Silver
      Wheaton Caymans will advance $14 million to Panoro, spread over up to nine
      years. To December 31, 2016, Silver Wheaton Caymans has advanced $4
      million to Panoro. Following the delivery of certain feasibility
      documentation Silver Wheaton Caymans may elect to terminate the Cotabambas
      Early Deposit Agreement. If Silver Wheaton Caymans elects to terminate,
      Silver Wheaton Caymans will be entitled to a return of the portion of the
      $14 million paid less $2 million payable upon certain triggering events
      occurring. Until January 1, 2020, Panoro has a one-time option to
      repurchase 50% of the precious metals stream on a change in control for an
      amount based on a calculated rate of return for Silver Wheaton Caymans.

|
|

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [9]

---

Royalty Transactions

Chesapeake Gold Transaction

On August 7, 2014, the Company,
through its wholly owned subsidiary Wheaton Precious Metals, purchased a 1.5%
net smelter return royalty interest (the Royalty) in the Metates properties in
Mexico from Chesapeake Gold Corp. (Chesapeake) for $9 million. Under the terms
of the agreement, at any time prior to August 7, 2019, Chesapeake may reacquire
two-thirds of the Royalty, or 1%, for the sum of $9 million. The Company also
has a right of first refusal on any silver streaming, royalty or any other
transaction on the Metates properties. In connection with the Royalty, American
Gold Metates, S. de R.L. de C.V., the owner of the Metates properties, granted
Silver Wheaton a mortgage on the Metates properties.

Canada Revenue Agency Dispute and Audit of International
Transactions

2005
 2010 Taxation Years: Canada Revenue Agency Dispute

Silver Wheaton believes that it has filed its tax returns and paid applicable taxes in compliance with Canadian tax law


On July 6, 2015, the Company received a
proposal letter (the Proposal) from the Canada Revenue Agency (the CRA) in which the CRA was proposing to
      reassess the Company under the transfer pricing provisions contained in
  the Income Tax Act (Canada) (the Tax Act).

On September 24, 2015, the
Company received Notices of Reassessment (the Reassessments) from the CRA
totaling Cdn$353 million for federal and provincial tax, transfer pricing
penalties, interest and other penalties for the 2005-2010 taxation years. The
CRA's position in the Reassessments is that the transfer pricing provisions of
the Tax Act relating to income earned by the Companys foreign subsidiaries
outside of Canada should apply such that the income of Silver Wheaton subject to
tax in Canada should be increased by an amount equal to substantially all of the
income earned outside of Canada by the Companys foreign subsidiaries for the
2005-2010 taxation years. Management believes that the Company has filed its tax
returns and paid applicable taxes in compliance with Canadian tax law, and as a
result no amounts have been recorded for any potential liability arising from
this matter. Silver Wheaton is vigorously defending its tax filing
positions.

On January 8, 2016, Silver
Wheaton commenced an appeal in the Tax Court of Canada. Silver Wheaton was
required to make a deposit of 50% of the reassessed amounts of tax, interest and
penalties. Rather than making this deposit in cash, on March 15, 2016, Silver
Wheaton posted security in the form of a letter of guarantee in the amount of
Cdn$192 million, which included interest accrued to March 2016 plus estimated
interest for the following year. The timing for the court process is uncertain.
On March 15, 2017, an additional letter of guarantee in the amount of Cdn$10
million was delivered to the CRA as security for estimate interest for the
following year.

2011  2013 Taxation Years:
Audit of International Transactions

The CRA has also commenced an
audit of the Companys international transactions covering the 2011-2013
taxation years, which is currently ongoing. The Company has not received any
proposal or notices of reassessment for the 2011-2013 taxation years in
connection with this audit. The Company is not in a position to determine what,
if any, position the CRA will take in respect of the 2011-2013 taxation years.
However, if the CRA were to take a position similar to that underlying the
Reassessments for the 2005-2010 taxation years, the Company estimates that the
CRA could assert that taxes payable in Canada would increase for the 2011-2013
taxation years by approximately $310 million. See footnotes (2) and (3) below
for additional information.

Taxation years subsequent to 2013
also remain open to audit by the CRA. The timing of the court process for the
2005-2010 taxation years and the audit of the 2011-2013 taxation years is
uncertain; however, management intends to vigorously defend any challenge to the
Company's tax filing positions.

For ease of reference, the
following provides an overview of the current status of CRA matters.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [10]

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Status of CRA Matters

|                               | CRA Position/Status                                                                                                                                                                                                                                                         | Potential Income
    Inclusion                                                                                                                                                                                  | Potential Income Tax
    Payable                                                                                                                                                                                                                                         | Payments Made/Pending                                                                                                                                                                                            | Timing                                                                                                 
|------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------
|2005-2010taxation
      years  | Transfer pricing provisions of
      the Tax Act should apply such that Silver Wheatons income subject to tax in Canada should be increased by an amount equal to
      substantially all of the income earned outside of Canada by Silver Wheatons foreign subsidiaries. | CRA has reassessed Silver Wheaton and is seeking to increase Silver Wheatons income
      subject to tax in Canada by C$715 million.                                                                           | CRA has reassessed Silver
      Wheaton and is seeking to impose income tax of C$201 million,
      transfer pricing penalties of C$72 million and interest (calculated to September 24, 2015) and other penalties of C$81
      million for total of C$353 million. (1) | Silver Wheaton has posted security in the form of letters of guarantee totaling Cdn$202
      million which includes interest accrued to March 2017 plus
      estimated interest for the following year.(1),(4) | Notice of Appeal filed January
      8, 2016. Timing of resolution of the matter in court is uncertain.
|                               |                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                  |                                                                                                        
|2011-2013
      taxation years | CRA Audit commenced January 19,
      2016. CRA has notissued a proposal or reassessment.                                                                                                                                                                                   | If CRA were to reassess on similar basis as 2005-2010 taxation years, CRA would seek to
      increase Silver Wheatons income subject to tax in Canada by
      approximately $1.2 billion.(2)                 | If CRA were to audit and reassess on similar basis as 2005-2010 taxation years, CRA would seek
      to impose income tax of approximately $310 million.(2) (3)                                                                                                          | N/A                                                                                                                                                                                                              | Time to complete CRA audit unknown.                                                                    
|                               |                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                  |                                                                                                        
|2014-2016
      taxation years | Remain open to audit by CRA.                                                                                                                                                                                                                                                | If CRA were to audit and then reassess on similar basis as 2005-2010 taxation years, CRA
      would seek to increase Silver Wheatons income subject to tax in
      Canada by approximately $550 million. (2) | If CRA were to audit and then reassess on similar basis as 2005- 2010 taxation years, CRA
      would seek to impose income tax of approximately $142 million.
      (2), (3)                                                                                            | N/A                                                                                                                                                                                                              | N/A                                                                                                    

| | *See Cautionary Note Regarding
Forward-Looking Statements and Risk Factors in this Annual Information Form for
material risks, assumptions and important disclosure.*
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)                                                                                                                                                                  
| | (2)                                                                                                                                                                  
| | (3)                                                                                                                                                                  
| | (4)                                                                                                                                                                  

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [11]

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U.S. Shareholder Class Action

During July 2015, after the
receipt of the Proposal, two putative securities class action lawsuits were
filed against the Company in the U.S. District Court for the Central District of
California in connection with the Proposal (the Complaints).

On October 19, 2015, the
Complaints were consolidated into one action, In re Silver Wheaton Securities
Litigation, as against the Company, Randy Smallwood, President & Chief
Executive Officer, Gary Brown, Senior Vice President & Chief Financial
Officer and Peter Barnes, former Chief Executive Officer (together the
Defendants) and a lead plaintiff (the Plaintiff) was selected. On December
18, 2015, the Plaintiff filed a consolidated amended complaint (the Amended
Complaint). The Amended Complaint alleges, among other things, that the
Defendants made false and/or misleading statements, as well as failed to
disclose material adverse facts about the Companys business, operations,
prospects and performance in violation of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934, as amended (the Exchange Act). Specifically,
the Amended Complaint focuses on the Reassessments. The Amended Complaint does
not specify a quantum of damages. The Amended Complaint purports to be brought
on behalf of persons who purchased or otherwise acquired the Companys
securities during an alleged class period of March 30, 2011 to July 6, 2015.

At a hearing on June 6, 2016, the
Court denied the Defendants motion to dismiss. A denial of such a motion is not
a ruling on the merits of the claims in the lawsuit. The Plaintiff has moved to
certify the purported class. No trial date has been set.

The Company believes the
allegations are without merit and intends to vigorously defend against this
matter.

Canadian Shareholder Class Action

By Notice of Action dated August
10, 2016 (as amended September 2, 2016), proposed representative plaintiff Suzan
Poirier commenced proceedings pursuant to the Class Proceedings Act(Ontario) in the Ontario Superior Court of justice against Silver Wheaton
Corp., Randy Smallwood, President and Chief Executive Officer and Gary Brown,
Chief Financial Officer. The statement of claim filed alleges, among other
things, misrepresentation pursuant to primary and secondary market civil
liability provisions under the Securities Act (Ontario), common law
negligence and negligent misrepresentation. The claim focuses on the
Reassessments. The statement of claim purports to be brought on behalf of
persons who (i) acquired Common Shares in Silver Wheatons March 2015 public
offering, and (ii) acquired Common Shares in the secondary market, other than in
the United States, during an alleged class period of August 14, 2013 to July 6,
2015 inclusive.

The Company believes that the
allegations are without merit and intends to vigorously defend against this
matter.

Amended Revolving Credit Facilities

Silver Wheatons available credit is
      $2.0 billion under the Amended Revolving Facility


On February 28, 2013, the Company
entered into two new credit facilities, comprised of (i) a $1.0 billion revolving credit facility having a five
      year term (the Revolving Facility); and (ii) a $1.5 billion bridge
      financing facility having a one year term (the Bridge Facility). The
      Revolving Facility and Bridge Facility replaced the pre-existing $400
      million revolving loan and the $200 million non-revolving term loan, with
      the latter being repaid in full on February 22, 2013. On May 28, 2013, the
      Company entered into a $1 billion non-revolving term loan (NRT Loan)
      with a three-year term, extendable by one year with the unanimous consent
      of lenders. On March 31, 2014, the term of the NRT Loan was extended by
      one year to May 28, 2017. The $1 billion proceeds from the NRT Loan were
      used to repay the remaining balance of $560 million under the Companys
      $1.5 billion Bridge Facility and $440 million outstanding under the
      Companys Revolving Facility. The Bridge Facility was terminated following
  the repayment of the outstanding balance.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [12]

---

On February 27, 2015, each of The
Bank of Nova Scotia and Bank of Montreal, as co-lead arrangers, joint
book-runners and lenders, Canadian Imperial Bank of Commerce, Royal Bank of
Canada and The Toronto-Dominion Bank, as co-documentation agents and lenders,
HSBC Bank Canada, Bank of Tokyo-Mitsubishi (UFJ) (Canada) and Export Development
Canada, as Senior Managers and lenders, and Bank of America, N.A., Canada
Branch, Mizuho Bank, Ltd. and National Bank of Canada, as lenders agreed with
the Company to amend and restate the Revolving Facility (the Amended Revolving
Facility). The Amended Revolving Facility increased the available credit from
$1 billion to $2 billion and extended the term by two years, with the Amended
Revolving Facility having a revised maturity date of February 27, 2020. As part
of the Amended Revolving Facility, the financial covenants were amended to
require the Company to maintain: (i) a net debt to tangible net worth ratio of
less than or equal to 0.75:1; and (ii) an interest coverage ratio of greater
than or equal to 3.00:1. These covenants replaced the previously applicable
leverage ratio and tangible net worth covenants. Effective November 20, 2015,
the Amended Revolving Facility was amended to only include cash interest
expenses for the purposes of calculating the interest coverage ratio. At the
Companys option, amounts drawn under the Revolving Facility incur interest
based on the Companys leverage ratio at either (i) LIBOR plus 1.20% to 2.20%;
or (ii) the Bank of Nova Scotias Base Rate plus 0.20% to 1.20% . Undrawn
amounts under the Revolving Facility are subject to a stand-by fee of 0.24% to
0.44% per annum, dependent on the Companys leverage ratio. Effective March 18,
2016, the maturity date for the Amended Revolving Facility was extended by one
year to February 27, 2021.

The Company used proceeds drawn
from the Amended Revolving Facility, together with cash on hand, to repay $1
billion of debt previously outstanding under the NRT Loan and terminated the NRT
Loan.

Subsequent to December 31, 2016,
on February 27, 2017, the Amended Revolving Facility was amended to extend the
maturity date to February 27, 2022 and make certain other amendments.

Effective December 31, 2016, the
Company had approximately $1.2 billion drawn under the Amended Revolving
Facility.

2016 Offering

On April 14, 2016, the Company
completed a bought deal equity financing (the 2016 Offering), whereby a total
of 38,105,250 Common Shares (inclusive of the underwriters' over-allotment
option) were sold at a price of $16.60 per share, for aggregate gross proceeds
to Silver Wheaton of approximately $633 million. After deducting underwriter
commissions, the Company raised total net proceeds of approximately $607
million, which was used to repay a portion of the debt that was drawn on the
Amended Revolving Facility in November 2015 for the $900 million purchase of the
silver stream on the Antamina mine in Peru.

2015 Offering

On March 2, 2015, the Company
announced that, in connection with the Amended Salobo Purchase Agreement, it had
entered into an agreement with a syndicate of underwriters led by Scotiabank,
pursuant to which the underwriters agreed to purchase, on a bought deal basis,
38,930,000 Common Shares at a price of $20.55 per share (the 2015 Offering),
for aggregate gross proceeds to Silver Wheaton of approximately $800 million.
Silver Wheaton also agreed to grant to the underwriters an option to purchase up
to an additional 5,839,500 Common Shares at a price of $20.55 per share, on the
same terms and conditions as the 2015 Offering, exercisable at any time, in
whole or in part, until 30 days following the closing of the 2015 Offering. On
March 17, 2015, the Company announced that it had closed the 2015 Offering and
received $800 million in gross proceeds (net proceeds of approximately $769
million after payment of underwriters fees and expenses).

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [13]

---

Long-Term Investments

At December 31, 2016, the Company
held long-term investments with a market value of approximately $64.6
million.

Bear Creek Mining Corporation

At December 31, 2016, Silver
Wheaton owned approximately 13.3 million common shares of Bear Creek Mining
Corporation (Bear Creek), representing approximately 13% of the outstanding
shares of Bear Creek. At December 31, 2016, the fair value of the Companys
investment in Bear Creek was approximately $23.2 million.

Other

At December 31, 2016, Silver
Wheaton owned common shares and common share purchase warrants of several other
publicly-traded mineral exploration, development and mining companies. At
December 31, 2016, the fair value of all other long-term investments was
approximately $41.4 million.

As Silver Wheatons other long
term investments represent less than 10% of the outstanding shares of each of
the respective companies and is not considered material to Silver Wheatons
overall financial position, these investments are not separately identified in
this annual information form.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [14]

---

DESCRIPTION OF THE BUSINESS

Acquisition & Production History

|Total      | 2004/2005  | 2006      | 2007       | 2008      | 2009                               
|---------- | ---------- | --------- | ---------- | --------- | -----------------------------------
|Annual     |            |           |            |           |                                    
|Production |            |           |            |           |                                    
|           | San Dimas  | Yauliyacu | Peñasquito | Keno Hill | Minto                              
|           | Los Filos  |           | Stratoni   |           | Cozamin                            
|           | Zinkgruvan |           |            |           | Neves-Corvo                        
|           |            |           |            |           | Aljustrel                          
|           |            |           |            |           | Pascua-Lama(including              
|           |            |           |            |           | Lagunas Norte,
  Pierina, Veladero)
|Silver     | 11Mozs     | 14Mozs    | 13Mozs     | 12Mozs    | 16Mozs                             
|Production |            |           |            |           |                                    
|           |            |           |            |           |                                    
|Gold       | N/A        | N/A       | N/A        | N/A       | 18Kozs                             
|Production |            |           |            |           |                                    

Silver Wheaton is a mining
company which generates its revenue primarily from the sale of silver and gold.
The Company is listed on the NYSE (symbol: SLW) and the TSX (symbol: SLW).

As of December 31, 2016, the
Company has entered into 19 long-term purchase agreements and two (2) early
deposit long-term purchase agreements associated with silver and/or gold
(precious metal purchase agreements), relating to 30 different mining assets,
whereby Silver Wheaton acquires silver and gold production from the
counterparties for a per ounce cash payment at or below the prevailing market
price. The primary drivers of the Company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 sale. Attributable silver and gold as referred to in this annual
information form is the silver and gold production to which Silver Wheaton is
entitled pursuant to the various precious metal purchase agreements.

The Company 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 table above
shows the Companys acquisition history from inception and total annual
production from all precious metal purchase agreements since inception. The
following map illustrates the geographic location of the Companys diversified
portfolio of interests in the 22 operating mines and eight development projects
comprising its high-quality asset base.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM[15]

---

|2010                     | 2011/2012     | 2013                                  | 2014/2015       | 2016      
|------------------------ | ------------- | ------------------------------------- | --------------- | ----------
|                         |               |                                       |                 |           
|Rosemont                 | 777           | Sudbury (including
      Coleman,     | Antamina        | Salobo III
|                         |               | Copper Cliff, Creighton,              |                 |           
|                         |               | Garson, Stobie, Totten,
      Victor) |                 |           
|                         |               |                                       |                 |           
|Navidad/Loma de la Plata |               | Salobo I                              |                 |           
|                         |               |                                       |                 |           
|                         |               | Constancia                            | Salobo II       | Cotabambas
|                         |               |                                       |                 |           
|                         |               | Toroparu                              |                 |           
|                         |               |                                       |                 |           
|22Mozs                   | 25Mozs/27Mozs | 27Mozs                                | 26Mozs/31Mozs   | 30Mozs    
|                         |               |                                       |                 |           
|27Kozs                   | 20kozs/50Kozs | 152Kozs                               | 148Kozs/243Kozs | 354Kozs   



SILVER WHEATON 2016 ANNUAL INFORMATION FORM[16]

---

Principal Product

The Companys principal products
are silver and gold that it has agreed to purchase pursuant to precious metal
purchase agreements. The following tables summarize the silver and gold
interests, other silver interests, other gold interests and the early deposit
silver and gold interests currently owned by the Company (collectively, the
Mining Operations). Note that statements made in this section contain
forward-looking information. Please see Cautionary Note Regarding
Forward-Looking Statements for material risks, assumptions and important
disclosure associated with this information.

|                                |  |          |  |  |             |  |   |                |   |  | Attributable  |   |  |              |  |  |           | 
|------------------------------- |  | -------- |  |  | ----------- |  | - | -------------- | - |  | ------------- | - |  | ------------ |  |  | --------- | 
|                                |  |          |  |  |             |  |   |                |   |  | Production to |   |  |              |  |  | Date of   | 
|                                |  | Mine     |  |  | Location of |  |   | Upfront        |   |  | be            |   |  | Term of      |  |  | Original  | 
|Silver and Gold Interests       |  | Owner    |  |  | Mine        |  |   | Consideration1 |   |  | **Purchased** |   |  | Agreement    |  |  | Contract  | 
|Silver Interests                |  |          |  |  |             |  |   |                |   |  |               |   |  |              |  |  |           | 
|San Dimas                       |  | Primero  |  |  | Mexico      |  | $ | 189,799        |   |  | 100%          | 2 |  | Life of Mine |  |  | 15-Oct-04 | 
|Peñasquito                      |  | Goldcorp |  |  | Mexico      |  | $ | 485,000        |   |  | 25%           |   |  | Life of Mine |  |  | 24-Jul-07 | 
|Constancia                      |  | Hudbay   |  |  | Peru        |  | $ | 294,900        |   |  | 100%          |   |  | Life of Mine |  |  | 8-Aug-12  | 
|Antamina                        |  | Glencore |  |  | Peru        |  | $ | 900,000        |   |  | 33.75%        | 3 |  | Life of Mine |  |  | 3-Nov-15  | 
|Other silver interests 4        |  |          |  |  |             |  | $ | 1,523,341      |   |  |               |   |  |              |  |  |           | 
|Total silver interests          |  |          |  |  |             |  | $ | 3,393,040      |   |  |               |   |  |              |  |  |           | 
|Gold Interests                  |  |          |  |  |             |  |   |                |   |  |               |   |  |              |  |  |           | 
|Salobo                          |  | Vale     |  |  | Brazil      |  | $ | 3,059,360      | 5 |  | 75%           |   |  | Life of Mine |  |  | 28-Feb-13 | 
|Sudbury  6                      |  | Vale     |  |  | Canada      |  | $ | 623,572        |   |  | 70%           |   |  | 20 years     |  |  | 28-Feb-13 | 
|Constancia                      |  | Hudbay   |  |  | Peru        |  | $ | 135,000        |   |  | 50%           | 7 |  | Life of Mine |  |  | 8-Aug-12  | 
|Other gold interests 8          |  |          |  |  |             |  | $ | 439,442        |   |  |               |   |  |              |  |  |           | 
|Total gold interests            |  |          |  |  |             |  | $ | 4,257,374      |   |  |               |   |  |              |  |  |           | 
|Total silver and gold interests |  |          |  |  |             |  | $ | 7,650,414      |   |  |               |   |  |              |  |  |           | 

|1) | Expressed in United States dollars, rounded to the
      nearest thousand; excludes closing costs and capitalized interest, where
      applicable.                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2) | Primero will deliver a per annum amount to Silver Wheaton
      equal to the first 6 million ounces of payable silver produced at San
      Dimas and 50% of any excess.                                                                                                                                                                                                                                                                                                                                                                                                    
|3) | Once the Company has received 140 million ounces of
      silver under the Antamina agreement, the Companys attributable silver
      production to be purchased will be reduced to 22.5%.                                                                                                                                                                                                                                                                                                                                                                                 
|4) | Comprised of the Los Filos, Zinkgruvan, Yauliyacu,
      Stratoni, Minto, Cozamin, Neves-Corvo, Aljustrel, Keno Hill, Pascua-Lama,
      Lagunas Norte, Pierina, Veladero, Rosemont, Loma de La Plata and 777
      silver interests, as more fully detailed below.                                                                                                                                                                                                                                                                                                         
|5) | Vale has completed the expansion of the mill throughput
      capacity at the Salobo mine to 24 Mtpa from its previous 12 Mtpa. If
      actual throughput is expanded above 28 Mtpa within a predetermined period,
      and depending on the grade of material processed, Silver Wheaton will be
      required to make an additional payment to Vale based on a set fee schedule
      ranging from $113 million if throughput is expanded beyond 28 Mtpa by
      January 1, 2036, up to $953 million if throughput is expanded beyond 40
      Mtpa by January 1, 2021.
|6) | Comprised of the Coleman, Copper Cliff, Garson, Stobie,
      Creighton, Totten and Victor gold interests.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7) | Gold recoveries will be set at 55% for the Constancia
      deposit and 70% for the Pampacancha deposit until 265,000 ounces of gold
      have been delivered to the Company. Should there be a delay in achieving
      completion or mining the Pampacancha deposit beyond the end of 2018,
      Silver Wheaton would be entitled to additional compensation in respect of
      the gold stream.                                                                                                                                                                       
|8) | Comprised of the Minto, Rosemont and 777 gold interests,
      as more fully detailed below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

The following table summarizes the Other silver interests
currently owned by the Company:

|                             |  |               |   |  |                 |  |   |                |    |  | Attributable |   |  |              |   |  |           |   
|---------------------------- |  | ------------- | - |  | --------------- |  | - | -------------- | -- |  | ------------ | - |  | ------------ | - |  | --------- | --
|                             |  |               |   |  |                 |  |   |                |    |  | Production   |   |  |              |   |  | Date of   |   
|                             |  | Mine          |   |  | Location of     |  |   | Upfront        |    |  | to be        |   |  | Term of      |   |  | Original  |   
|Other Silver Interests       |  | Owner         |   |  | Mine            |  |   | Consideration1 |    |  | Purchased    |   |  | Agreement    |   |  | Contract  |   
|Los Filos                    |  | Goldcorp      | 2 |  | Mexico          |  | $ | 4,463          |    |  | 100%         | 2 |  | 25 years     |   |  | 15-Oct-04 |   
|Zinkgruvan                   |  | Lundin        |   |  | Sweden          |  | $ | 77,866         |    |  | 100%         |   |  | Life of Mine |   |  | 8-Dec-04  |   
|Yauliyacu                    |  | Glencore      |   |  | Peru            |  | $ | 285,000        |    |  | 100%         | 3 |  | Life of Mine |   |  | 23-Mar-06 |   
|Stratoni                     |  | Eldorado Gold | 4 |  | Greece          |  | $ | 57,500         |    |  | 100%         | 4 |  | Life of Mine |   |  | 23-Apr-07 |   
|Minto                        |  | Capstone      |   |  | Canada          |  | $ | 7,522          |    |  | 100%         |   |  | Life of Mine |   |  | 20-Nov-08 |   
|Cozamin                      |  | Capstone      |   |  | Mexico          |  | $ | 41,959         |    |  | 100%         |   |  | 10 years     |   |  | 4-Apr-07  |   
|Neves-Corvo                  |  | Lundin        |   |  | Portugal        |  | $ | 35,350         |    |  | 100%         |   |  | 50 years     |   |  | 5-Jun-07  |   
|Aljustrel                    |  | I'M SGPS      |   |  | Portugal        |  | $ | 2,451          |    |  | 100%         | 5 |  | 50 years     |   |  | 5-Jun-07  |   
|Keno Hill                    |  | Alexco        |   |  | Canada          |  | $ | 50,000         |    |  | 25%          | 6 |  | Life of Mine |   |  | 2-Oct-08  |   
|Barrick                      |  |               |   |  |                 |  | $ | 625,000        |    |  |              |   |  |              |   |  |           |   
|Pascua-Lama 7                |  | Barrick       |   |  | Chile/Argentina |  |   |                |    |  | 25%          | 7 |  | Life of Mine |   |  | 8-Sep-09  |   
|Lagunas Norte                |  | Barrick       |   |  | Peru            |  |   |                |    |  | 100%         |   |  | 8.5 years    |   |  | 8-Sep-09  |   
|Pierina                      |  | Barrick       |   |  | Peru            |  |   |                |    |  | 100%         |   |  | 8.5 years    | 8 |  | 8-Sep-09  |   
|Veladero                     |  | Barrick       |   |  | Argentina       |  |   |                |    |  | 100%         | 9 |  | 8.5 years    |   |  | 8-Sep-09  |   
|Rosemont                     |  | Hudbay        |   |  | United States   |  | $ | 190,900        | 10 |  | 100%         |   |  | Life of Mine |   |  | 10-Feb-10 |   
|777                          |  | Hudbay        |   |  | Canada          |  | $ | 102,041        |    |  | 100%         |   |  | Life of Mine |   |  | 8-Aug-12  |   
|Loma
      de La Plata       |  | Pan American  |   |  | Argentina       |  | $ | 43,289         | 11 |  | 12.5%        |   |  | Life of Mine |   |  | n/a       | 12
|Total other silver interests |  |               |   |  |                 |  | $ | 1,523,341      |    |  |              |   |  |              |   |  |           |   

SILVER WHEATON 2016 ANNUAL INFORMATION FORM[17]

---

|1)  | Expressed in United States dollars, rounded to the
      nearest thousand; excludes closing costs and capitalized interest, where
      applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2)  | On January 12, 2017, Leagold Mining Corporation announced
      that it had entered into a binding sale and purchase agreement with
      Goldcorp to acquire the Los Filos mine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | As of March 31, 2017, the purchase transaction had not
      completed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3)  | Glencore will deliver a per annum amount to Silver
      Wheaton equal to the first 1.5 million ounces of payable silver produced
      at Yauliyacu and 50% of any excess.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4)  | 95% owned by Eldorado Gold Corporation (Eldorado
      Gold).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5)  | Silver Wheaton only has the rights to silver contained in
      concentrate containing less than 15% copper at the Aljustrel
  mine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6)  | In June 2014, the Company amended its silver purchase
      agreement with Alexco Resource Corp. (Alexco) to increase the production
      payment to be a function of the silver price at the time of delivery. In
      addition, the area of interest was expanded to include properties
      currently owned by Alexco and properties acquired by Alexco in the future
      which fall within a one kilometer radius of existing Alexco holdings in
      the Keno Hill Silver District. The amended agreement is conditional on
      Alexco paying Silver Wheaton $20 million by March 31, 2017 at Alexco's
      option. Certain provisions of the amended agreement are not applicable to
      the Bermingham deposit properties, with the result being that the original
      silver purchase agreement will continue to apply to those
    properties;                                                                                                       
|7)  | Barrick Gold Corporation (Barrick) has previously
      announced that the Pascua-Lama project has been placed on care and
      maintenance and that a temporary and partial closure plan has been filed
      with the Chilean mining authority. As reported by Barrick in their 2016
      Annual Report, Barrick has initiated a prefeasibility study to evaluate
      construction of an underground mine at Lama, on the Argentinean side of
      the Pascua-Lama project. Barrick states that should the study conclude
      that a phased underground development option meets their risk and
      financial criteria, and is a more compelling investment proposition than
      the permitted bi-national open pit plan, then this approach would
      represent an opportunity to unlock the value of the Pascua-Lama deposit,
      and the wider district, through a phased approach that reduces execution
      risks and upfront capital requirements.
|8)  | As per Barricks disclosure, closure activities were
      initiated at Pierina in August 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9)  | Silver Wheaton's attributable silver production is
      subject to a maximum of 8% of the silver contained in the ore processed at
      Veladero during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10) | The upfront consideration is currently reflected as a
      contingent obligation, payable on an installment basis to partially fund
      construction of the Rosemont mine once certain milestones are achieved,
      including the receipt of key permits and securing the necessary financing
      to complete construction of the mine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11) | Comprised of $11 million allocated to the silver interest
      upon the Companys acquisition of Silverstone Resources Corp. in addition
      to a contingent liability of $32 million, payable upon the satisfaction of
      certain conditions, including Pan American receiving all necessary permits
      to proceed with the mine construction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12) | Definitive terms of the agreement to be
  finalized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

The following table summarizes the Other gold interests
currently owned by the Company:

|                           |  |          |  |  |               |  |   |                |   |  | Attributable |   |  |              |  |  |           | 
|-------------------------- |  | -------- |  |  | ------------- |  | - | -------------- | - |  | ------------ | - |  | ------------ |  |  | --------- | 
|                           |  |          |  |  |               |  |   |                |   |  | Production   |   |  |              |  |  | Date of   | 
|                           |  | Mine     |  |  | Location of   |  |   | Upfront        |   |  | to be        |   |  | Term of      |  |  | Original  | 
|Other Gold Interests       |  | Owner    |  |  | Mine          |  |   | Consideration1 |   |  | Purchased    |   |  | Agreement    |  |  | Contract  | 
|Minto                      |  | Capstone |  |  | Canada        |  | $ | 47,283         |   |  | 100%         | 2 |  | Life of Mine |  |  | 20-Nov-08 | 
|Rosemont                   |  | Hudbay   |  |  | United States |  | $ | 39,100         | 3 |  | 100%         |   |  | Life of Mine |  |  | 10-Feb-10 | 
|777                        |  | Hudbay   |  |  | Canada        |  | $ | 353,059        |   |  | 50%          | 4 |  | Life of Mine |  |  | 8-Aug-12  | 
|Total Other gold interests |  |          |  |  |               |  | $ | 439,442        |   |  |              |   |  |              |  |  |           | 

|1) | Expressed in United States dollars, rounded to the
      nearest thousand; excludes closing costs and capitalized interest, where
      applicable.                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2) | The Company is entitled to acquire 100% of the first
      30,000 ounces of gold produced per annum and 50% thereafter.                                                                                                                                                                                                                       
|3) | The upfront consideration is currently reflected as a
      contingent obligation, payable on an installment basis to partially fund
      construction of the Rosemont mine once certain milestones are achieved,
      including the receipt of key permits and securing the necessary financing
      to complete construction of the mine.
|4) | As Hudbays Constancia mine has satisfied its completion
      test Silver Wheatons share of gold production from 777 has been reduced
      to 50% for the life of the mine effective January 1,
  2017.                                                                                                                                    

The following table summarizes the early deposit silver and gold
interests currently owned by the Company:

|                                        |  |            |  |  |             |  |   |                |   |  | Attributable           |   |  |      |   |  |              | 
|--------------------------------------- |  | ---------- |  |  | ----------- |  | - | -------------- | - |  | ---------------------- | - |  | ---- | - |  | ------------ | 
|                                        |  |            |  |  |             |  |   |                |   |  | Production
      to be |   |  |      |   |  |              | 
|                                        |  |            |  |  |             |  |   |                |   |  | Purchased              |   |  |      |   |  |              | 
|                                        |  |            |  |  |             |  |   |                |   |  |                        |   |  |      |   |  |              | 
|                                        |  | Mine       |  |  | Location of |  |   | Upfront        |   |  |                        |   |  |      |   |  | Term of      | 
|Early Deposit Silver and Gold Interests |  | Owner      |  |  | Mine        |  |   | Consideration1 |   |  | Silver                 |   |  | Gold |   |  | Agreement    | 
|Toroparu                                |  | Sandspring |  |  | Guyana      |  | $ | 153,500        | 2 |  | 50%                    |   |  | 10%  |   |  | Life of Mine | 
|Cotabambas                              |  | Panoro     |  |  | Peru        |  | $ | 140,000        | 3 |  | 100%                   | 4 |  | 25%  | 4 |  | Life of Mine | 
|                                        |  |            |  |  |             |  | $ | 293,500        |   |  |                        |   |  |      |   |  |              | 

|1) | Expressed in United States dollars, rounded to the
      nearest thousand; excludes closing costs and capitalized interest, where
      applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2) | Comprised of $16 million paid to date and $138 million to
      be payable on an installment basis to partially fund construction of the
      mine. Following the delivery of certain feasibility documentation or after
      December 31, 2017 if the feasibility documentation has not been delivered
      to Silver Wheaton by such date, Silver Wheaton may elect not to proceed
      with the agreement or not pay the balance of the upfront consideration and
      reduce the gold stream percentage from 10% to 0.909% and the silver stream
      percentage from 50% to nil. If Silver Wheaton elects to terminate, Silver
      Wheaton will be entitled to a return of the amounts advanced less $2
      million which is non- refundable on the occurrence of certain events. If
      Silver Wheaton elects to reduce the streams, Sandspring Resources Ltd.
      (Sandspring) may return the amount of the deposit already advanced less
      $2 million to Silver Wheaton and terminate the agreement.
|3) | Comprised of $4 million paid to date, $10 million which
      is payable on an installment basis spread out over a period of up to eight
      years and $126 million payable on an installment basis to partially fund
      construction of the mine once certain conditions have been
    satisfied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4) | Once 90 million silver equivalent ounces attributable to
      Silver Wheaton have been produced, the attributable production to be
      purchased will decrease to 66.67% of silver production and 16.67% of gold
      production for the life of mine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Further details regarding the
precious metal purchase agreements entered into by the Company in respect of
these silver and gold interests can be found under the heading General
Development of the Business  Three Year History above, except for the
following interests which were entered into prior to the past three years:

SILVER WHEATON 2016 ANNUAL INFORMATION FORM[18]

---

San Dimas Mine

Mine Name:
    San DimasOperator:
  Primero Mining Corp.Location:
  MexicoStream:
  100% of Silver up to 6Moz per annum and 50% excessTerm:
  Life of MineSW party:
Silver Wheaton Caymans


On October 15, 2004, the Company
entered into a silver purchase agreement (the San Dimas Silver Purchase Agreement) with Goldcorp Inc.
      (Goldcorp) to acquire an amount equal to 100% of the silver produced by
      Goldcorps Luismin mining operations in Mexico (owned at the date of the
      transaction) for a period of 25 years. The Luismin operations consisted
      primarily of the San Dimas mine (the San Dimas mine) and Los Filos mine
      (the Los Filos mine).

On August 6, 2010, Goldcorp
completed the sale of the San Dimas mine to Primero. In conjunction with the
sale, Silver Wheaton amended the San Dimas Silver Purchase Agreement. The term
of the San Dimas Silver Purchase Agreement, as it relates to San Dimas, was
extended to the life of mine. During the first four years following the closing
of the transaction, Primero delivered to Silver Wheaton a per annum amount equal
to the first 3.5 million ounces of payable silver produced at the San Dimas mine
and 50% of any excess, plus Silver Wheaton received an additional 1.5 million
ounces of silver per annum delivered by Goldcorp. Beginning in the fifth year
after closing, Primero delivered a per annum amount to Silver Wheaton equal to
the first 6 million ounces of payable silver produced at the San Dimas mine and
50% of any excess. In addition, a per ounce cash payment of the lesser of $4.04
per ounce of silver (subject to an annual inflationary adjustment) or the
prevailing market price is due, for silver delivered under the San Dimas Silver
Purchase Agreement. Goldcorp will continue to guarantee the delivery by Primero
of all silver produced and owing to the Company until 2029. Primero has provided
Silver Wheaton with a right of first refusal on any metal stream or similar
transaction it enters into. In connection with the San Dimas Silver Purchase
Agreement, each of Goldcorp, Primero, Primero Empresa Minera SA de CV (PEM)
and Primero Mining Luxembourg have also provided Silver Wheaton with corporate
guarantees and certain other security over their assets and the San Dimas mine.
Silver Wheaton Caymans has also entered into intercreditor arrangements with
lenders to Primero.

Primero has noted in its MD&A
for the year ended December 31, 2016 that three of the properties included in
the Primero mine for which Primero has legal title are subject to legal
proceedings commenced by Ejidos seeking title to the property. Primero has
indicated that the proceedings were initiated against defendants who were
previous owners of the properties, either deceased individuals who, according to
certain public deeds, owned the properties more than 80 years ago, corporate
entities that are no longer in existence, or Goldcorp companies. Some of the
proceedings also name the Tayolita Property Public Registry as co-defendant. In
2015, two of the legal proceedings were decided in favour of the Ejidos,
resulting in Primero gaining standing rights as an affected third party. Primero
has disclosed that it obtained injunctions to suspend any legal effect of the
decision while it proceeds with a legal process to nullify the Ejidos claim by
submitting evidence of Primeros legal title. Primero has indicated that in
February 2017, one of the two legal processes to nullify the Ejidos claim was
decided in favour of Primero and is subject to appeal. The second proceeding is
ongoing. Primero has indicated that the third legal proceeding commenced by the
Ejidos has not been decided and Primero remains without standing to participate
therein because it was not named as a party. In the event a final decision is
rendered in favour of the Ejido in that proceeding, Primero has indicated that
it will seek to annul such decision by defending its position as the legitimate
owner. Primero has indicated that the San Dimas mine could face higher costs
associated with agreed or mandated payments that would be payable to the Ejidos
for use of the properties.

In February 2016, Primero
announced that its Mexican subsidiary received a legal claim from the Mexican
tax authorities, Servicio de Administración Tributaria (SAT), seeking to
nullify the Advance Pricing Agreement (2012 APA) issued by SAT in 2012. The
2012 APA confirmed Primeros ability to pay taxes in Mexico on the sale of
silver on actual prices realized by its Mexican subsidiary in connection with
silver sales under the San Dimas Silver Purchase Agreement for the tax years
2010 through 2014. Primero has indicated that if the SAT is successful in
retroactively nullifying the 2012 APA, the SAT may seek to audit and reassess
Primeros Mexican subsidiary in respect of sales of silver in connection with
the San Dimas Silver Purchase Agreement for the tax years 2010 through 2014 and
tax Primero on such sales at higher-than-realized prices, as opposed to the
actual realized prices set under the San Dimas Silver Purchase Agreement.
Primero has disclosed that the amount of additional taxes that could be
reassessed by the SAT for the tax years 2010 through 2014 on the silver sold in
connection with the San Dimas Silver Purchase Agreement cannot be reasonably
estimated at this time, but if SAT was successful in retroactively nullifying
the 2012 APA and issuing reassessments it would likely have a material adverse
effect on Primeros results of operations, financial condition and cash flows.
Primero has disclosed that it intends to vigorously defend the validity of the
2012 APA and that it has filed procedural and substantive responses to the
claim.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [19]

---

Primero has indicated that it has
notified the Government of Mexico that the measures taken by the SAT against PEM
in connection with the judicial proceeding seeking to retroactively nullify the
APA, breached several provisions of Chapter 11 of the North American Free Trade
Agreement (NAFTA) because these measures are arbitrary, discriminatory, unfair
and inequitable. As more than 90 days have now passed since the provision of
this notice, Primero has indicated that it has the option to commence
international arbitration proceedings pursuant to Article 1119 of the NAFTA at a
time of its choosing. Primero has indicated that it has engaged in dialogue with
the Mexican Government regarding the Mexican tax authoritys legal claim against
the APA and has temporarily suspended its advancement of international
arbitration against the Mexican Government in order to continue this dialogue.

In light of the legal challenge
by the SAT to nullify the 2012 APA, Primero has indicated that it believes the
SAT is unlikely to agree to an Advance Pricing Agreement for the tax years 2015
through 2019 tax years on terms similar to the 2012 APA. For the 2015 and 2016
tax years, Primero has confirmed that it continued to record its revenue for the
purposes of Mexican tax accounting in a manner consistent with the 2012 APA. To
the extent the SAT determines that the appropriate price to tax sales under the
San Dimas Silver Purchase Agreement is significantly different from the actual
realized prices thereunder, such determination is likely to have a material
adverse effect on Primeros business, financial condition and results of
operations.

In the event that Primero is not
able to defend the validity of the 2012 APA, is unable to pay taxes in Mexico
based on realized silver prices or the SAT proceedings or actions otherwise have
an adverse impact on the business, financial condition or results of operation
of Primero, then, in Silver Wheatons opinion, Primero may (i) be unable to
deliver some or all of the silver ounces due under the San Dimas Silver Purchase
Agreement; (ii) otherwise default in its obligations under the San Dimas Silver
Purchase Agreement; (iii) cease operations at San Dimas if it is uneconomic to
continue to operate the mine; or (iv) become insolvent. As a result, any of
these or other adverse financial or operational consequences on Primero may also
have a material adverse effect on Silver Wheatons business, financial
condition, results of operation and cash flows. Silver production from San Dimas
represented approximately 9% of Silver Wheatons total silver equivalent
production for the year ended December 31, 2016. If Silver Wheaton was unable to
purchase any further silver under the San Dimas Silver Purchase Agreement,
Silver Wheatons forecasted silver equivalent production for 2017 and average
five year forecasted silver equivalent production, its revenue and cash flows
and its reserves and resources would all be significantly reduced. In addition,
there is no assurance that Silver Wheaton will be successful in enforcing its
rights under the security interest granted by Primero and the guarantee granted
by Goldcorp.

On February 15, 2017, Primero
announced that unionized employees at the San Dimas mine had initiated a strike
action, resulting in the complete stoppage of mining and milling activities at
the San Dimas mine. Primero has noted that its key focus in these negotiations
has been to better align the short-term bonus structure with overall mine-site
performance and profitability, to move the labour force onto a more continuous
shift cycle to improve productivity and to achieve the necessary reductions to
the unionized workforce. Primero has indicated that depending on its duration,
the strike could have a negative impact on Primeros 2017 production.

In addition, on March 15, 2017,
Primero indicated that there is material uncertainty related to its ability to
continue as a going concern. Primero has indicated in its MD&A for the
period ended December 31, 2016 that its ability to continue operations in the
normal course of business is dependent on several factors, including its ability
to secure additional funding, successful outcome of the strike and resumption of
the San Dimas mine operations to normal operating capacity. Primero has noted
that it has undertaken a number of actions to reduce cash outflows, and its
Board of Directors has commenced a strategic review process to explore
alternatives to improve shareholder value. Primero has indicated that the
alternatives include such things as securing additional funding, strategic
investments, joint ventures and asset sales. There can be no assurance that
Primeros efforts will be successful in these initiatives, and this represents a
material uncertainty that casts substantial doubt on the ability of Primero to
continue as a going concern.

On March 30, 2017, Silver Wheaton
and certain of its subsidiaries provided a guarantee to the lenders under
Primeros existing revolving credit facility (the Primero Facility), capped at
a maximum of $81.5 million, plus interest, fees and expenses (the Guarantee).
As a result of the Guarantee, Primero has obtained certain concessions from the
lenders, including in respect of financial covenants and a six month extension
to the term of the Primero Facility. Primero will pay Silver Wheaton a fee of 5%
per annum in connection with the Guarantee. Silver Wheaton believes that the
Guarantee will assist Primero as it seeks to resolve the outstanding strike
action, resume operations at the San Dimas mine,  streamline its
organization, and completes its strategic review process. However, there can be
no assurance that the provision of the Guarantee or Primeros efforts will
result in success in these initiatives.

See Risks Relating to the
Company  Security Over Underlying Assets and Risks Relating to the
Mining

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [20]

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Operations  International Operations.

See also Further Disclosure
Regarding Mineral Projects on Material Properties  San Dimas mine, Mexico
for details regarding the San Dimas mine.

Los Filos Mine

Mine
      Name:
    Los
  FilosOperator:
  GoldcorpLocation:
    MexicoStream:
    100%
  of SilverTerm:
    25
  yearsSW party:
  Silver Wheaton Caymans


The Los Filos mine is located in the Nukay mining district of central Guerrero
      State in southern Mexico. Silver Wheaton has an agreement with Goldcorp to
      acquire 100% of the silver production from the Los Filos mine for a period
      of 25 years, commencing October 15, 2004. In addition, pursuant to
      Goldcorps sale of the San Dimas mine, Goldcorp delivered to Silver
      Wheaton 1.5 million ounces of silver per year until August 6, 2014, and
      will continue to guarantee the delivery by Primero of all silver produced
  and owing to the Company until 2029.

On January 12, 2017 Leagold
Mining Corporation (Leagold) announced that it had entered into a binding sale
and purchase agreement with Goldcorp to acquire the Los Filos mine. As of March
31, 2017, the purchase transaction had not completed. In connection
with the acquisition, the Los Filos silver purchase agreement was amended to
include a corporate guarantee from Leagold. Goldcorps guarantee of deliveries
in respect of the Los Filos mine remains in place.

Zinkgruvan Mine

Mine
      Name:
    ZinkgruvanOperator:
    LundinLocation:
    SwedenStream:
    100%
  of SilverTerm:
    Life
  of MineSW party:
  Silver Wheaton Caymans


On December 8, 2004, Silver Wheaton
Caymans entered into an agreement with Lundin Mining Corporation (Lundin) and Zinkgruvan Mining AB (Zinkgruvan
      AB) to acquire 100% of the payable silver produced by Lundins Zinkgruvan
      mining operations (the Zinkgruvan mine) in Sweden for the life of mine
      for the lesser of $3.90 per ounce of silver (subject to an annual
      inflationary adjustment) and the then prevailing market price per ounce of
      silver. Upfront consideration payable to Zinkgruvan AB was approximately
      $77.9 million. According to Lundins MD&A for the year ended December
      31, 2016, Lundin is undertaking an expansion project aimed at increasing
      Zinkgruvans mill capacity by approximately 10% by mid 2017. In connection
      with the Zinkgruvan agreement, Lundin provided Silver Wheaton with a
      corporate guarantee and a pledge of charge deed over mining operations.

Yauliyacu Mine

Mine
      Name:
    YauliyacuOperator:
  GlencoreLocation:
    PeruStream:
    100%
  of Silver up to 1.5Mozs and 50% excess per annumTerm:
    Life
  of MineSW party:
  Silver Wheaton Caymans


On March 23, 2006, Silver Wheaton
Caymans entered into a silver purchase agreement with Glencore International AG (Glencore International) and
      Anani to acquire an amount equal to 100% of the payable silver produced
      from the Yauliyacu mining operations (the Yauliyacu mine) in Peru, up to
      a maximum of 4.75 million ounces per year, for a period of 20 years
      commencing in March of 2006, for $3.90 per ounce of silver (subject to an
      annual inflationary adjustment).

On November 30, 2015, Silver Wheaton
Caymans amended the Yauliyacu silver
      purchase agreement. The term of the agreement, which was set to expire in
      2026, was extended to the life of mine. Additionally, effective January 1,
      2016, Glencore will deliver to Silver Wheaton a per annum amount equal to
      the first 1.5 million ounces of payable silver produced at the Yauliyacu
      mine and 50% of any excess. The price paid for each ounce of silver
      delivered under the agreement has been increased by an additional $4.50
      per ounce plus, if the market price of silver exceeds $20 per ounce, 50%
      of the excess, to a maximum of $40 per ounce.

During the term of the contract,
Silver Wheaton Caymans has a right of first refusal on any future sales of
silver streams from the Yauliyacu mine and a right of first offer on future
sales of silver streams from any other mine owned by Glencore at the time of the
initial transaction. In addition, Glencore International provided Silver Wheaton
with a corporate guarantee.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [21]

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Stratoni Mine

Mine Name:
    StratoniOperator:
    Hellas
  Gold (Eldorado Gold)Location:
    GreeceStream:
    100%
  of SilverTerm:
    Life
  of MineSW party:
  Silver Wheaton Caymans


On April 23, 2007, Silver Wheaton
Caymans entered into a silver purchase agreement (the Stratoni Silver Purchase
Agreement) with European Goldfields Limited (European Goldfields) (which was
acquired by Eldorado on February 24, 2012), and Hellas Gold S.A. (Hellas
Gold), a 95%-owned subsidiary of European Goldfields, pursuant to which Silver
Wheaton Caymans agreed to purchase 100% of the payable silver produced by Hellas
Gold from the Stratoni mine (the Stratoni mine) located in Greece over its
entire mine life, for total upfront cash consideration of $57.5 million, plus a
payment equal to the lesser of $3.90 per ounce of delivered silver (subject to
an annual inflationary adjustment after April 23, 2010) and the then prevailing
market price per ounce of silver. During the term of the Stratoni Silver
Purchase Agreement, Silver Wheaton Caymans has a right of first refusal on any
future sales of silver streams from any other mine owned by Hellas Gold or
European Goldfields. In connection with the Stratoni Silver Purchase Agreement,
Hellas Gold and European Goldfields provided certain covenants in respect of
their obligations.

In October 2015, in order to incentivize additional exploration and
      potentially extend the limited remaining mine life of the Stratoni mine,
      Silver Wheaton Caymans and Eldorado agreed to modify the Stratoni Silver
      Purchase Agreement. The primary modification was to increase the
      production price per ounce of silver delivered to Silver Wheaton Caymans
      over the current fixed price by one of the following amounts: (i) $2.50
      per ounce of silver delivered if 10,000 metres of drilling is completed
      outside of the existing ore body and within Silver Wheaton Caymans
      defined area of interest (Expansion Drilling); (ii) $5.00 per ounce of
      silver delivered if 20,000 metres of Expansion Drilling is completed; and
      (iii) $7.00 per ounce of silver delivered if 30,000 metres of Expansion
      Drilling is completed. Drilling in all three cases must be completed by
      December 31, 2020 in order for the agreed upon increase in production
  price to be initiated.

On January 11, 2016, Eldorado
indicated that it is evaluating the merits of implementing an estimated $25
million development and drilling campaign over the next three years at the
Stratoni mine in light of the current investment climate in Greece. Eldorado has
indicated that the Stratoni mine currently has a life of mine of approximately
three years based on the known proven and probable reserves.

Peñasquito Mine

Mine
      Name:
    PeñasquitoOperator:
  GoldcorpLocation:
    MexicoStream:
    25% of
  SilverTerm:
    Life
  of MineSW party:
  Silver Wheaton Luxembourg


On July 24, 2007, Silver Wheaton
Luxembourg entered into a silver purchase agreement (the Peñasquito Silver
Purchase Agreement) with Goldcorp and
      Minera Peñasquito, S.A. de C.V. (Minera Peñasquito), a wholly-owned
      subsidiary of Goldcorp, pursuant to which Silver Wheaton Luxembourg agreed
      to purchase 25% of the payable silver produced by Minera Peñasquito from
      the Peñasquito mine located in Mexico (the Peñasquito mine) over its
      entire mine life, for upfront consideration of $485 million, plus a
      payment equal to the lesser of $3.90 per ounce of delivered silver
      (subject to an annual inflationary adjustment three years after commercial
      production commences) and the then prevailing market price per ounce of
      silver. Silver Wheaton Luxembourg and Silver Wheaton Caymans entered into
      a back to back silver purchase agreement in respect of the Peñasquito
      mine. In connection with the Peñasquito Silver Purchase Agreement,
      Goldcorp also provided Silver Wheaton with a corporate guarantee.

As disclosed in Goldcorps
MD&A for the year ended December 31, 2016, the Pyrite Leach Project (PLP)
received approval from Goldcorps Board of Directors on July 27, 2016, with an
expected capital investment of approximately $420 million based on a feasibility
study completed in December 2015. Goldcorp has indicated that the PLP is
expected to increase overall gold and silver recovery by treating the zinc
tailings before discharge to the tailings storage facility. As part of the PLP,
a carbon pre-flotation facility is being constructed, anticipated to be
completed in the second quarter of 2018, which is expected to allow for the
efficient processing of the higher carbon content ore.

In addition, Goldcorps MD&A
for the year ended December 31, 2016 confirmed that the Northern Well Field
project (NWF) reached full production capacity during the fourth quarter of
2016 and is expected to satisfy Peñasquitos long-term water requirements.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [22]

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Goldcorp also disclosed in its
MD&A for the year ended December 31, 2016 that in December 2016, the State
of Zacatecas in Mexico approved new purported environmental taxes that became
effective January 1, 2017 and that certain operations at the Peñasquito mine may
be subject to these taxes. Goldcorp was not able to estimate the amount of the
taxes with sufficient reliability and indicated that it disputes the legality
and constitutionality of the taxes and intends to file legal claims against the
taxes before the Mexican courts.

See Further Disclosure
Regarding Mineral Projects on Material Properties - Peñasquito Mine, Mexico
for details regarding the Peñasquito mine.

Mineral Park Mine (Bankrupt)

Mine
      Name:
    Mineral ParkOperator:
  Mercator  (bankrupt)Location:
    United StatesStream:
    100% of SilverTerm:
    Life of MineSW party:
  Silver Wheaton Caymans


On March 17, 2008, Silver Wheaton
Caymans entered into a silver purchase agreement with Mercator Minerals Ltd. (Mercator) and Mercator Minerals
      (Barbados) Ltd. (Mercator Barbados), a wholly- owned subsidiary of
      Mercator, pursuant to which Silver Wheaton Caymans agreed to pay, subject
      to the completion of certain conditions, an upfront cash payment of $42
      million in order to acquire 100% of the payable silver produced by the
      Mineral Park mine in the United States (the Mineral Park mine), over its
      entire mine-life, for the lesser of $3.90 (subject to an annual adjustment
      beginning three years after a minimum production level has been met) and
  the then prevailing market price per ounce of delivered silver.

In 2014, Mercator was deemed to
have filed an assignment in bankruptcy in Canada and certain Mercators
subsidiaries (including Mineral Park Inc. the owner of the Mineral Park mine)
filed Chapter 11 bankruptcy petitions in the United States and Mercator Barbados
was deemed bankrupt in early 2015.

On November 4, 2014, the United
States Bankruptcy Court for the District of Delaware approved a settlement
agreement among Silver Wheaton, the four Mercator United States subsidiaries in
bankruptcy and their secured lenders. Under the settlement agreement, a portion
of the sale proceeds from the sale of the Mineral Park mine and assets was to be
paid to Silver Wheaton and Silver Wheaton retained the right to proceed against
Mercator. In return for these agreements, the settlement provided for the
termination of any claim Silver Wheaton may have against the Mineral Park mine.
Silver Wheaton received $700,000 under the settlement agreement.

The Mercator Barbados bankruptcy
process has completed. In connection with the Canadian and Barbados bankruptcy
proceedings, as of March 31, 2017, Silver Wheaton had received approximately $1
million. The amount of any additional recoveries by Silver Wheaton from the
Canadian bankruptcy proceedings is uncertain.

Campo Morado Mine (Cancelled)

Mine
      Name:
    Campo
  MoradoOperator:
  NyrstarLocation:
    MexicoStream:
    75% of SilverTerm:
    Life
  of MineSW party:
  Silver Wheaton Caymans


On May 13, 2008, Silver Wheaton Caymans
entered into a silver purchase agreement with Nyrstar Mining Ltd. (formerly Farallon Mining Ltd. and
      prior to that Farallon Resources Ltd.) (Nyrstar) and Nyrstar Resources
      (Barbados) Ltd. (formerly Farallon Resources (Barbados) Ltd.), which are
      subsidiaries of Nyrstar NV as a result of Nyrstar NVs acquisition of
      Farallon Mining Ltd. (as it was then named) on January 5, 2011, to acquire
      an amount equal to 75% of the life of mine payable silver production from
      its Campo Morado property in Mexico (the Campo Morado mine). Under the
      agreement, Silver Wheaton Caymans made an upfront cash payment of $79.3
      million and, in addition, made ongoing payments of $3.90 per ounce of
  silver delivered, subject to an annual inflationary adjustment.

On December 31, 2014, Silver
Wheaton Caymans reached an agreement with Nyrstar resulting in the cancellation
of the silver purchase agreement relating to Campo Morado in exchange for cash
consideration of $25 million payable on or before January 31, 2015. This amount
due under the agreement was received on January 30, 2015. As part of this
agreement, Silver Wheaton was entitled to 75% of the payable silver contained in
concentrate produced at the Campo Morado mine on or prior to December 31, 2014,
and was granted a five year right of first refusal on any silver streaming or
royalty transaction in relation to any Nyrstar group property, globally. All
remaining silver deliveries due under the terms of the agreement were received
during 2015.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [23]

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Keno Hill Mines

Mine
      Name:
    Keno
  HillOperator:
  AlexcoLocation:
    CanadaStream:
    75% of SilverTerm:
    Life
  of MineSW party:
  Silver Wheaton Corp.


On October 2, 2008, the Company
entered into a silver purchase agreement (the Alexco Silver Purchase
Agreement) with Alexco and Elsa Reclamation & Development Company Ltd. and
Alexco Keno Hill Mining Corp. (formerly called Alexco Resource Canada Corp.),
each of which are wholly-owned subsidiaries of Alexco, pursuant to which the
Company agreed to pay, subject to the completion of certain conditions, an
upfront cash payment of $50 million in order to acquire 25% of all payable
silver produced from the Keno Hill district, including the currently producing
Bellekeno mine in the Yukon Territory, Canada (the Keno Hill mines), over its
entire mine-life, for the lesser of $3.90 (subject to an annual inflationary
adjustment beginning in year four after the achievement of specific operating
targets) and the then prevailing market price per ounce of delivered silver.
Silver Wheaton is not required to contribute to further capital or exploration
expenditures and Alexco has provided a completion guarantee with certain minimum
production criteria by specific dates. In connection with the Alexco Silver
Purchase Agreement, Alexco and each of the parties to the Agreement provided
Silver Wheaton with corporate guarantees and certain other security over their
assets and the Keno Hill mines.

On June 6, 2014, the Company amended the Alexco Silver Purchase Agreement to
      increase the production payment to be a function of the silver price at
      the time of delivery. In addition, the area of interest was expanded to
      include properties currently owned by Alexco and properties acquired by
      Alexco in the future which fall within a one kilometre radius of existing
      Alexco holdings in the Keno Hill district. The proposed amendment to this
      production payment was not applicable to the Bermingham deposit area. The
      amended Alexco Silver Purchase Agreement was conditional upon Alexco
      paying Silver Wheaton $20 million by December 31, 2015, or at Alexcos
      option up to March 31, 2017. As of the date of this Annual Information,
      Alexco did not exercise its option to increase the production payment as
      set out in the June 2014 amendment. On December 28, 2016, the Company
      agreed to amend the Alexco Silver Purchase Agreement to extend the outside
      completion date under the Alexco Silver Purchase Agreement to December 31,
  2018.

On March  29, 2017, the
Company and Alexco agreed to amend the Alexco Silver Purchase Agreement to
adjust the silver production payment so that it will be a percentage of the spot
silver price that increases with lower mill silver head grades and lower silver
prices, and decreases with higher mill silver head grades and higher silver
prices, subject to certain ceiling and floor grades and prices. In addition, the
outside completion date was extended to December 31, 2019. As consideration,
Alexco has agreed to issue to Silver Wheaton, subject to TSX and NYSE-MKT
approvals, three million common shares of Alexco. The area of interest for the
Alexco Silver Purchase Agreement includes properties currently owned by Alexco
and properties acquired by Alexco in the future which fall within a one
kilometre radius of existing Alexco holdings in the Keno Hill district.

Silverstone Acquisition

On May 21, 2009, the Company
completed the acquisition of all of the outstanding common shares of Silverstone
Resources Corp. (Silverstone) by way of a statutory plan of arrangement. Each
common share of Silverstone was exchanged for 0.185 of a Common Share, resulting
in the issuance of approximately 23.4 million Common Shares. The following
interests were acquired as a result of the acquisition of Silverstone:

Minto Mine (Canada)
 A precious metal purchase agreement to acquire 100% of the silver produced
from the Minto mine (the Minto mine) in Canada, owned by Capstone Mining Corp.
(Capstone) and 100% of the first 30,000 ounces of gold produced per annum and
50% thereafter for the lesser of $3.90 per ounce of silver and $300 per ounce of
gold (subject to an annual inflationary adjustment after three years) and the
then prevailing market price per ounce of silver or gold. If gold production
from the Minto mine exceeds 30,000 ounces per year, the Company has committed to
purchase 50% of the amount that production exceeds those thresholds for the same
per ounce payment noted above. Capstone has also provided Silver Wheaton with a
corporate guarantee under the Minto mine agreement.

Cozamin Mine (Mexico) A silver purchase agreement to acquire 100% of the silver produced from
the Cozamin mine (the Cozamin mine) in Mexico, owned by Capstone until 2017
for the lesser of $4.00 (subject to an annual inflationary adjustment after
three years) and the then prevailing market price per ounce of silver. Under the
terms of the agreement, all deliveries under this agreement are to cease as of
April 4, 2017. Capstone had also provided Silver Wheaton Caymans with a
corporate guarantee under the Cozamin mine agreement.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [24]

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Neves-Corvo Mine
(Portugal)  A silver purchase agreement to acquire 100% of the silver
produced from the Neves-Corvo mine (the Neves-Corvo mine) in Portugal, owned
by Lundin for the life of mine (nominal term of 50 years) for the lesser of
$3.90 (subject to an annual inflationary adjustment after three years) and the
then prevailing market price per ounce of silver. Lundin has also provided
Silver Wheaton Caymans with a corporate guarantee under the Neves-Corvo mine
agreement.

Aljustrel Mine
(Portugal)  A silver purchase agreement to acquire 100% of the silver
produced from the Aljustrel mine (the Aljustrel mine) in Portugal, owned by
IM SGPS for the life of mine (nominal term of 50 years) for the lesser of $3.90
(subject to an annual inflationary adjustment after three years) and the then
prevailing market price per ounce of silver. As part of an agreement with IM
SGPS dated July 16, 2014, Silver Wheaton agreed to waive its rights to silver
contained in copper concentrate at the Aljustrel mine. The Company has not
waived its rights to the silver contained in zinc and lead concentrate. IM SGPS has also
provided Silver Wheaton Caymans with a corporate guarantee under the Aljustrel
mine agreement.

Loma de La Plata Project
(Argentina)  A debenture with Pan American Silver Corp. (Pan American)
(formerly with Aquiline Resources Inc.) convertible into an agreement to
purchase 12.5% of the life of mine silver production from the Loma de La Plata
(the Loma de La Plata project) zone of the Navidad project in Argentina. On
February 25, 2010, the Company elected to convert the debenture with Pan
American into an agreement to acquire an amount equal to 12.5% of the life of
mine silver production from the Loma de La Plata project. As such, Silver
Wheaton will make total upfront cash payments of $32.4 million following the
satisfaction of certain conditions, including Pan American receiving all
necessary permits to proceed with the mine construction. In addition, a per
ounce cash payment of the lesser of $4.00 per ounce and the prevailing market
price is due for silver delivered under the agreement. The terms of the
definitive precious metal purchase agreement continue to be negotiated.

Barrick Mines and Pascua-Lama Project

Mine
      Name:
    Barrick Mines & Pascua-LamaOperator:
  BarrickLocation:
    Peru/ArgentinaStream:
    100%
  of Silver for Lagunas Norte,
  Pierina and Veladero (up to 8%
  of silver in ore); 25% of Silver
  for Pascua-LamaTerm:
    April
  1, 2018 for Lagunas Norte, Pierina and Veladero; Life of Mine
  for Paccua-LamaSW party:
  Silver Wheaton Caymans


On September 8, 2009, the Company
entered into a silver purchase agreement (the Pascua-Lama Silver Purchase
Agreement) with Barrick pursuant to
      which the Company agreed to purchase an amount of silver equivalent to 25%
      of the life of mine payable silver production from Barricks Pascua-Lama
      project (the Pascua-Lama project) located on the border of Chile and
      Argentina, as well as an amount of silver equivalent to 100% of the silver
      production from its Lagunas Norte mine (the Lagunas Norte mine) and
      Pierina mine (the Pierina mine), which are both located in Peru, and its
      Veladero mine (the Veladero mine) (Silver Wheatons attributable silver
      production is subject to a maximum of 8% of the silver contained in the
      ore processed at the Veladero mine during the period), which is located in
      Argentina, until the end of 2015 (the Barrick Transaction). The Company
      will make total upfront cash payment to Barrick of $625 million (the
      Upfront Payment). In addition, per ounce cash payments of the lesser of
      $3.90 (subject to an annual inflationary adjustment starting three years
      after achieving project completion at Pascua-Lama) and the prevailing
      market price is due for silver delivered under the Pascua-Lama Silver
      Purchase Agreement. In connection with the Pascua-Lama Silver Purchase
      Agreement, Barrick provided Silver Wheaton Caymans with a corporate
      guarantee.

During the fourth quarter of 2013
Barrick announced the temporary suspension of construction activities at its
Pascua-Lama project, other than those required for environmental and regulatory
compliance. During 2014, the project was placed on care and maintenance. Barrick
has indicated in its annual information form for the year ended December 31,
2015 that in late 2015 a temporary suspension plan for the Pascua-Lama project
was approved by the mining authorities in Chile and Argentina and that it is
preparing new business and execution plans to optimize remaining construction
activities at the Pascua-Lama project. Barrick also stated that if that plan
aligns with Barricks capital allocation objectives and demonstrates an
acceptable return on invested capital for Barrick, Barrick will consider
resuming development of the Pascua-Lama project. Barrick noted that a decision
to re-start development of the Pascua-Lama project will depend on improved
economics and more certainty regarding legal and permitting matters.

As a result of Barricks decision
to temporarily suspend construction activities at the Pascua-Lama project, and
the various amendments to the Pascua-Lama Silver Purchase Agreement, Silver
Wheaton Caymans is now entitled to 100% of the silver production from Barricks
Lagunas Norte mine, Pierina mine (now in closure) and Veladero mine until the
earlier

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [25]

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of April 1, 2018 and the date Barrick satisfies the completion
test. As part of the original agreement, Barrick provided the Company with a
completion guarantee, requiring Barrick to complete the Pascua Lama project to
at least 75% design capacity by December 31, 2015, which was subsequently
extended to December 31, 2016. Silver Wheaton Caymans has agreed to extend the
completion test deadline an additional 4 1⁄2 years to June 30, 2020. If the
requirements of the completion test have not been satisfied by the revised
outside completion date, the agreement may be terminated by Silver Wheaton
Caymans. In such an event, Silver Wheaton Caymans will be entitled to the return
of $625 million less a credit for silver delivered up to that date. Barrick has
also granted Silver Wheaton Caymans a five year right of first refusal on any
further metal stream sales in connection with the Pascua-Lama project, where
more than 50% of the value is derived from silver. In 2013 Barrick initiated the
closure of its Pierina mine.

If, after Barrick satisfies the
requirements of the completion test, certain political events occur in Argentina
or Chile, including an expropriation of any part of the Pascua-Lama project, the
selective and discriminatory imposition of any law or war or insurrection, that
results in Barrick losing all or substantially all of the rights, privileges or
benefits pertaining to any part of the Pascua-Lama project, then Silver
Wheatons entitlement to silver production from that part of the Pascua-Lama
project will be suspended until the political event ceases.

If, after Barrick satisfies the
requirements of the completion test, certain political events occur in Argentina
or Chile that would reduce Barricks economic value of its investment in the
Pascua-Lama project by more than 50%, then Silver Wheatons entitlement to
silver production from the Pascua Lama project and the uncredited balance of the
Upfront Payment will be reduced to reflect the reduction of Barricks economic
value of its investment in the Pascua-Lama project, until the political event
ceases. If the political event continues for the term of the transaction, then
Silver Wheatons entitlement to the repayment of the uncredited balance of the
Upfront Payment will be reduced to reflect the suspension of silver sales from
the affected portion of the Pascua-Lama project.

If, after Barrick satisfies the
requirements of the completion test, any of Barricks subsidiaries that own any
part of the Pascua-Lama project becomes insolvent or bankrupt, or Barricks
lenders exercise or enforce any security granted to them that results in Barrick
losing all or substantially all of the rights, privileges or benefits pertaining
to the Pascua-Lama project, then the transaction will terminate and Silver
Wheaton will be entitled to an immediate repayment of the uncredited balance of
the Upfront Payment.

If Silver Wheaton fails to pay
any portion of the Upfront Payment to Barrick, then Barrick may terminate Silver
Wheatons obligation to make any further payments of the Upfront Payment and
reduce the amount of the Upfront Payment already paid to Barrick by the lesser
of 20% of the amount already paid or $50 million. Following any such reduction,
Barrick will continue to sell silver to Silver Wheaton in accordance with the
terms of the transaction until the amount of silver sold to Silver Wheaton
equals the reduced amount of the Upfront Payment, after which the transaction
will terminate.

As per Barricks 2016 annual
financial statements, in May 2013, Compañía Minera Nevada (CMN), Barricks
Chilean subsidiary that holds the Chilean portion of the Pascua-Lama project,
received a resolution (the Resolution) from Chiles environmental regulator
(the Superintendencia del Medio Ambiente, or SMA) that requires Barrick to
complete the water management system for the Pascua-Lama project in accordance
with the Pascua-Lama projects environmental permit before resuming construction
activities in Chile. The Resolution also required CMN to pay an administrative
fine of approximately $16 million for deviations from certain requirements of
the Pascua-Lama projects Chilean environmental approval, including a series of
reporting requirements and instances of non-compliance related to the
Pascua-Lama projects water management system. CMN paid the administrative fine
in May 2013.

Barrick states further that in
June 2013, CMN began engineering studies to review the Pascua-Lama projects
water management system in accordance with the Resolution. Barrick states that
the studies were suspended in the second half of 2015 as a result of CMNs
decision to file a temporary and partial closure plan for the Pascua-Lama
project (for more information about this plan, see Pascua-Lama 
Constitutional Protection Action below). Barrick states that the review of
the water management system may require a new environmental approval and the
construction of additional water management facilities.

Barrick also disclosed that in
June 2013, a group of local farmers and indigenous communities challenged the
Resolution. The challenge, which was brought in the Environmental Court of
Santiago, Chile (the Environmental Court), claims that the fine was inadequate
and requests more severe sanctions against CMN including the revocation of the
projects environmental permit. Barrick disclosed that the SMA presented its
defense of the Resolution in July 2013 and, on August 2, 2013, CMN joined as a
party to this proceeding and vigorously defended the Resolution. On March 3,
2014, the Environmental Court annulled the Resolution and remanded the matter
back to the SMA for further consideration in

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [26]

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accordance with its decision (the Environmental Court
Decision). In particular, the Environmental Court ordered the SMA to issue a
new administrative decision that recalculates the amount of the fine to be paid
by CMN using a different methodology and addresses certain other errors it
identified in the Resolution. Barrick states that a new resolution from the SMA
could include more severe sanctions against CMN such as a material increase in
the amount of the fine above the approximately $16 million imposed by the SMA in
May 2013 and/or the revocation of the Pascua-Lama projects environmental
permit. The Environmental Court did not annul the portion of the SMA Resolution
that required Barrick to halt construction on the Chilean side of the
Pascua-Lama project until the water management system is completed in accordance
with the Pascua-Lama projects environmental permit. Barrick also disclosed that
on December 30, 2014, the Chilean Supreme Court declined to consider CMNs
appeal of the Environmental Court Decision on procedural grounds and, as a
result of the Supreme Courts ruling, on April 22, 2015, the SMA reopened the
administrative proceeding against CMN in accordance with the Environmental Court
Decision.

Barrick states that on April 22,
2015, CMN was notified that the SMA has initiated a new administrative
proceeding for alleged deviations from certain requirements of the Pascua-Lama
projects environmental approval, including with respect to the Pascua-Lama
projects environmental impact and a series of monitoring requirements. In May
2015, CMN submitted a compliance program to address certain of the allegations
and presented its defense to the remainder of the alleged deviations. Barrick
states that the SMA rejected CMNs proposed compliance program on June 24, 2015,
and denied CMNs administrative appeal of that decision on July 31, 2015.
Barrick confirmed that on December 30, 2016, the Environmental Court rejected
CMNs appeal and CMN declined to challenge this decision. The decision of the
SMA with respect to CMNs defense to the remainder of the alleged deviations is
still pending.

Finally, Barrick states that on
June 8, 2016, the SMA consolidated the two administrative proceedings against
CMN into a single proceeding encompassing both the reconsideration of the 2013
Resolution in accordance with the decision of the Environmental Court and the
alleged deviations from the Projects environmental approval notified by the SMA
in April 2015. A final resolution from the SMA with respect to these matters is
pending and could result in additional sanctions including new administrative
fines and/or the revocation of the Projects environmental permit.

Pascua-Lama Constitutional
Protection Action  As per Barricks 2016 annual financial statements, CMN
filed a temporary and partial closure plan for the Pascua-Lama project (the
Temporary Closure Plan) with the Chilean mining authority (Sernageomin) on
August 31, 2015. Barrick states that Sernageomin approved the Temporary Closure
Plan on September 29, 2015, and issued a resolution requiring CMN to comply with
certain closure-related maintenance and monitoring obligations for a period of
two years. The Temporary Closure Plan does not address certain facilities,
including the Pascua-Lama projects water management system, which remains
subject to the requirements of the Pascua-Lama projects original environmental
approval and other regulations. On December 4, 2015, a constitutional protection
action was filed in the Court of Appeals of Santiago, Chile by a group of local
farmers and other individuals against CMN and Sernageomin in order to challenge
the Temporary Closure Plan and the resolution that approved it. The plaintiffs
assert that the Temporary Closure Plan cannot be approved until the water
management system for the Pascua-Lama project has been completed in accordance
with the Pascua-Lama projects environmental permit. Barrick indicates that on
August 12, 2016, the court ruled in favor of CMN and Sernageomin, rejecting the
plaintiffs challenges to the Temporary and Partial Closure Plan for the
Pascua-Lama project. Barrick reports that on August 19, 2016, the plaintiffs
appealed the courts decision to the Chilean Supreme Court. A decision of the
Supreme Court is pending.

Argentine Glacier
Legislation  Barricks 2016 annual financial statements disclosed that on
September 30, 2010, the National Law on Minimum Requirements for the Protection
of Glaciers was enacted in Argentina, and came into force in early November
2010. Barrick notes that the federal law bans new mining exploration and
exploitation activities on glaciers and in the peri glacial environment, and
subjects ongoing mining activities to an environmental audit. If such audit
identifies significant impacts on glaciers and the peri glacial environment, the
relevant authority is empowered to take action, which according to the
legislation, could include the suspension or relocation of the activity. In the
case of the Veladero mine and the Pascua-Lama project, the competent authority
is the Province of San Juan. Barrick notes that in late January 2013, the
Province of San Juan announced that it had completed the required environmental
audit, which concluded that Veladero and the Pascua-Lama project do not impact
glaciers or peri glaciers. On October 3, 2016, federal authorities published a
partial national inventory of glaciers, which includes the area where the
Veladero mine and Pascua Lama project are located. Barrick states that it has
analyzed the national inventory in the area where Veladero and Pascua-Lama are
located and has concluded that this inventory is consistent with the provincial
inventory that the Province of San Juan used in connection with its January 2013
environmental audit. Barrick states that the constitutionality of the federal
glacier law is the subject of a challenge before the National Supreme Court of
Argentina, which has not yet ruled on the issue. Barrick disclosed that on
October 27, 2014, Barrick submitted its response to a motion by the federal
government to dismiss the constitutional challenge to the federal glacier law on
standing grounds and that a decision on the motion is

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [27]

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pending. Barrick indicates that if the federal governments
arguments with respect to standing are accepted then the case will be dismissed.
If they are not accepted then the National Supreme Court of Argentina will
proceed to hear evidence on the merits.

Rosemont Transaction

Mine
      Name:
    RosemontOperator:
  HudbayLocation:
    United
  StatesStream:
    100%
  of Silver and 100% GoldTerm:
    Life
  of MineSW party:
  Silver Wheaton Caymans


On February 10, 2010, the Company
entered into an agreement with Augusta Resource Corporation (Augusta) to
acquire an amount equal to 100% of the life of mine silver and gold production
from its Rosemont copper project (the Rosemont project) located in Pima
County, Arizona. The payable rate for silver and gold has been fixed at 92.5% of
production. Silver Wheaton will make total upfront cash payments of $230
million, payable on an instalment basis to partially fund construction of the mine, once certain
      milestones are achieved, including the receipt of key permits and securing
      the necessary financing to complete construction of the Rosemont project.
      In addition, a per ounce cash payment of the lesser of $3.90 per ounce of
      silver and $450 per ounce of gold (both subject to an inflationary
      adjustment) or the prevailing market price is due, for silver and gold
      delivered under the agreement. In connection with the Augusta agreement,
      Augusta and certain affiliates provided Silver Wheaton Caymans with a
      corporate guarantee and certain other security over their assets. In July
      2014, Hudbay Minerals Inc. acquired control of Augusta and the Rosemont
  project in a public take-over transaction.

Constancia Mine (including Pampacancha Deposit)

Mine
      Name:
    ConstanciaOperator:
  HudbayLocation:
    PeruStream:
    100%
  of Silver and 50% GoldTerm:
    Life
  of MineSW party:
  Silver Wheaton Caymans


On August 8, 2012, Silver Wheaton
Caymans entered into an agreement with Hudbay Minerals Inc. (Hudbay) and its subsidiary Hudbay (BVI) Inc. to
      acquire 100% of the life of mine payable silver production from the
      Constancia mine in Peru (the Constancia mine). On November 4, 2013,
      Silver Wheaton Caymans amended its agreement with Hudbay to include the
      acquisition of an amount equal to 50% of the life of mine payable gold
  production from the Constancia mine.

As at the end of the first
quarter of 2014, as a result of capital expenditures at the Constancia mine
reaching $1 billion, a $125 million cash payment was made by Silver Wheaton
Caymans to Hudbay. On September 10, 2014, Silver Wheaton Caymans further amended
its agreement with Hudbay and as a result of capital expenditures meeting the
$1.35 billion requirement, on September 26, 2014 Silver Wheaton Caymans paid
further cash consideration of $135 million to Hudbay by delivery of 6,112,282
Common Shares, at an average issuance price of $22.09 per share. As at December
31, 2014, Silver Wheaton Caymans had paid Hudbay total upfront cash
consideration of $429.9 million.

Silver Wheaton Caymans will make
ongoing payments of the lesser of $5.90 per ounce of silver and $400 per ounce
of gold (both subject to an inflationary adjustment of 1% beginning in the
fourth year) or the prevailing market price per ounce of silver and gold
delivered.

The silver and gold production at
the Constancia mine was subject to the same completion test which was satisfied
in 2016. Silver Wheaton Caymans would be entitled to additional compensation in
respect of the gold stream should there be a delay in achieving completion or
mining the Pampacancha deposit (the Pampacancha deposit) beyond the end of
2018. Hudbay has granted Silver Wheaton Caymans a right of first refusal on any
future streaming agreement, royalty agreement, or similar transaction related to
the production of silver or gold from the Constancia mine. In connection with
the Hudbay agreement, Hudbay and Hudbay Peru S.A.C. each provided Silver Wheaton
Caymans with corporate guarantees and certain other security over their assets
and the Constancia mine. Silver Wheaton Caymans has also entered into
intercreditor arrangements with lenders to Hudbay.

Recovery rates for gold under the
amended agreement have been fixed given the early nature of the metallurgical
test work on gold recoveries from the Pampacancha deposit. Recoveries will be
set at 55% for the Constancia mine deposit and 70% for the Pampacancha deposit
until Silver Wheaton Caymans receives 265,000 payable ounces, after which actual
recoveries will be applied.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [28]

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777 Mine

Mine
      Name:
    777Operator:
  HudbayLocation:
    CanadaStream:
    100%
  of Silver and 50% GoldTerm:
    Life
  of MineSW party:
  Silver Wheaton Corp.


On August 8, 2012, the Company entered
into an agreement (the 777 Mine Purchase Agreement) with Hudbay to acquire 100% of the life of mine
      payable silver and gold production from its currently producing 777 mine
      (the 777 mine), located in Canada. Silver Wheatons share of gold
      production at the 777 mine remained at 100% until the satisfaction of a
      completion test relating to the Constancia mine, after which it was
      reduced to 50% for the remainder of the mine life. Silver Wheaton made an
      upfront cash payment of $455.1 million in September, 2012 and, in
      addition, will make ongoing payments of the lesser of $5.90 per ounce of
      silver and $400 per ounce of gold (both subject to an inflationary
      adjustment of 1% beginning in the fourth year and subject to being
      increased to $9.90 per ounce of silver and $550 per ounce of gold after
      the initial 40 year term) or the prevailing market price per ounce of
      silver and gold delivered. Hudbay has granted Silver Wheaton a right of
      first refusal on any future streaming agreement, royalty agreement or
      similar transaction related to the production of silver or gold from the
      777 mine. In connection with the 777 Mine Purchase Agreement, certain
      supplier subsidiaries of Hudbay provided Silver Wheaton with a corporate
      guarantee and certain other security over their assets and the 777 mine.
      On March 27, 2017, in connection with the amalgamation of Hudbay with
      certain of its subsidiaries, including a supplier subsidiary, the 777 Mine
      Purchase Agreement was amended to correctly reference the newly
  amalgamated Hudbay entity.

Sudbury Mine

Mine
      Name:
    777Operator:
  HudbayLocation:
    CanadaStream:
    100%
  of Silver and 50% GoldTerm:
    Life
  of MineSW party:
  Silver Wheaton Corp.


On February 28, 2013, the Company
entered into an agreement to acquire from Vale an amount of gold equal to 70% of
the payable gold production from certain of its currently producing Sudbury
mines located in Canada, including the Coleman mine, Copper Cliff mine, Garson
mine, Stobie mine,
      Creighton mine, Totten mine and the Victor project (the Sudbury mines)
      for a period of 20 years. Silver Wheaton made a total upfront cash payment
      in March, 2013 of $570 million plus warrants to purchase 10 million Common
      Shares of Silver Wheaton common stock at a strike price of $65, with a
      term of 10 years (refer to Salobo Transaction on page 8 for further
      details). In addition, Silver Wheaton will make ongoing payments of the
      lesser of $400 per ounce of gold or the prevailing market price per ounce
      of gold delivered. In connection with the Sudbury agreement, Vale also
  provided Silver Wheaton Caymans with a corporate guarantee.

In March 2017, Vale announced
that the Stobie mine will be placed on care and maintenance later in 2017. Vale
indicated that this decision was based upon low metal prices and ongoing market
challenges, declining ore grades, and, more recently, seismicity issues that
restricted production below the 3,000-foot level. Vale has indicated that a
specific date for the transition to care and maintenance has not yet been
established.

Sales of Principal Product

There is a worldwide silver and
gold market into which the Company can sell the silver and gold purchased under
its precious metal purchase agreements and, as a result, the Company will not be
dependent on a particular purchaser with regard to the sale of the silver or
gold that it acquires pursuant to its precious metal purchase agreements. The
payable silver in concentrate from the Zinkgruvan mine, the Stratoni mine and
the Neves-Corvo mine and the payable silver and gold from the Minto mine is
purchased from the Company by various smelters and off-takers at the worldwide
market price for silver and gold.

Competitive Conditions

The Company is the largest
precious metals streaming company in the world. The ability of the Company to
acquire additional precious metals in the future will depend on its ability to
select suitable properties and enter into similar precious metal purchase
agreements. See Description of the Business  Risk Factors 
Competition in this Annual Information Form.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [29]

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Operations

Raw Materials

The Company purchases silver
and/or gold pursuant to the precious metal purchase agreements described under
Description of the Business  Principal Product in this Annual
Information Form.

Employees

Currently, the Company and its
subsidiaries have an aggregate of 35 employees.

Foreign Interests

The Company currently purchases
or expects to be purchasing silver and/or gold from mines in Mexico, the United
States, Brazil, Greece, Sweden, Peru, Chile, Argentina, Portugal and Guyana. Any
changes in legislation, regulations or shifts in political attitudes in such
foreign countries are beyond the control of the Company and may adversely affect
its business. The Company may be affected in varying degrees by such factors as
government legislation and regulations (or changes thereto) with respect to the
restrictions on production, export controls, income and other taxes,
expropriation of property, repatriation of profits, environmental legislation,
land use, water use, land claims of local people and mine safety. The effect of
these factors on the Company cannot be accurately predicted. See Description
of the Business  Risk Factors  Risks Relating to the Mining Operations 
International Operations in this Annual Information Form.

Environmental, Health and Sustainability Policies

Under its environmental and
sustainability policy, the Company is committed to the protection of life,
health, and the environment for present and future generations. Silver Wheaton
is dedicated to providing a safe workplace for all employees, officers,
directors, consultants, and visitors, in addition to conducting business in a
manner that utilizes best practices to minimize the impact of operations on the
environment. Silver Wheatons Corporate Social Responsibility (CSR) programs
are focused on the communities where the Companys offices are based as well as
the communities near the mines from which Silver Wheaton has attributable
precious metals production.

Silver Wheaton encourages its
employees to contribute their time, resources, and skills to charitable
organizations through volunteering and participation in fundraisers, community
events, and related activities. Employees are eligible for charitable activity
leave each year in addition to employee donation matching programs that promote
involvement in charitable fundraising initiatives. As the Company continues to
evolve, additional policies will be developed to ensure the highest standards of
health, safety, and environmental management are met.

Through the Partner CSR Program,
which was established in 2014, Silver Wheaton provides long-term, sustainable
benefits to the communities where these mining operations are located by
providing financial support for CSR projects managed by the Companys partners.
Notably in 2016, the Company supported an irrigation improvement program near
the Veladero mine and the Pascua Lama project, improvements to educational
facilities near the Peñasquito mine, and an initiative to improve the access and
quality of primary healthcare near the Salobo mine.

Risk Factors

The operations of the Company are
speculative due to the nature of its business which is the purchase of silver
and/or gold production from producing mining companies. These risk factors could
materially affect the Companys future operating results and could cause actual
events to differ materially from those described in forward-looking statements
relating to the Company. The risks described herein are not the only risks
facing the Company. Additional risks and uncertainties not currently known to
the Company, or that the Company currently deems immaterial, may also materially
and adversely affect its business.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [30]

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Risks Relating to the Company

Commodity Prices

The price of the Common Shares
and the Companys financial results may be significantly and adversely affected
by a decline in the price of silver or gold. The price of silver and gold
fluctuates widely, especially in recent years, and is affected by numerous
factors beyond the Companys control, including but not limited to, the sale or
purchase of silver and gold by various central banks and financial institutions,
interest rates, exchange rates, inflation or deflation, fluctuation in the value
of the United States dollar and foreign currencies, global and regional supply
and demand, and the political and economic conditions of major silver and gold
producing countries throughout the world. The silver and gold markets tend to be
cyclical, and a general downturn could result in a significant decrease in the
Companys revenue. Any such price decline may have a material adverse effect on
the Company.

The profitability of Silver
Wheatons interests under the precious metal purchase agreements is directly
related to the market price of silver and/or gold. The Companys revenue is
sensitive to changes in the price of silver and gold and the overall condition
of the precious metal mining industry, as it derives all of its of revenue from
silver and gold streams.

In the event that the prevailing
market price of silver or gold is at or below the price at which the Company can
purchase such commodities pursuant to the terms of the precious metal purchase
agreements associated with its silver and gold interests, the Company will not
generate positive cash flow or earnings.

Silver and gold are by-product
metals at all of the Mining Operations, other than at the Keno Hill district,
including the Bellekeno mine in the Yukon Territory, Canada, the Loma de La
Plata zone of the Navidad project in Argentina and the gold production
associated with the Toroparu project located in Guyana, and therefore, the
economic cut-off applied to the reporting of silver and gold reserves and
resources will be influenced by changes in the commodity prices of other metals
at the mines.

Risks Relating to the Mining Operations

To the extent that they relate to
the production of silver or gold from, or the continued operation of, the Mining
Operations, the Company will be subject to the risk factors applicable to the
operators of such mines or projects, some of which are set forth below under
Risks Relating to the Mining Operations.

No Control Over Mining Operations

The Company has agreed to
purchase a certain percentage of the silver and/or gold produced by the Mining
Operations. The Company is not directly involved in the ownership or operation
of mines and has no contractual rights relating to the operation of the Mining
Operations. The owners and operators will generally have the power to determine
the manner in which the relevant properties subject to the asset portfolio are
exploited, including decisions to expand, advance, continue, reduce, suspend or
discontinue production from a property and decisions about the marketing of
products extracted from the property. The interests of the Company and the
operators of the relevant properties may not always be aligned. As a result, the
cash flows of the Company are dependent upon the activities of third parties,
which creates the risk that at any time those third parties may: (i) have
business interests or targets that are inconsistent with those of the Company;
(ii) take action contrary to the Companys policies or objectives; (iii) be
unable or unwilling to fulfill their obligations under their agreements with the
Company; or (iv) experience financial, operational or other difficulties,
including insolvency, which could limit or suspend a third partys ability to
perform its obligations under the precious metal purchase agreements. At any
time, any of the operators of the Mining Operations may decide to suspend or
discontinue operations, including if the costs to operate the mine exceed the
revenues from operations. Except in limited circumstances, the Company will not
be entitled to any material compensation if such operations do not meet their
forecasted silver or gold production targets in any specified period or if the
operations shut down, suspend or discontinue on a temporary or permanent basis.
There can be no assurance that the silver or gold production from such
properties will ultimately meet forecasts or targets. In addition, payments from
production generally flow through the operator and there is a risk of delay and
additional expense in receiving such revenues. The precious metal purchase
agreement payments are calculated by the operators based on reported production
and calculations of the Companys payments are subject to, and dependent upon,
the adequacy and accuracy of the operators production and accounting functions.
Failure to receive payments under the precious metal purchase agreements to
which the Company is entitled may have a material adverse effect on the Company.
In addition, the Company must rely on the accuracy and timeliness of the public
disclosure and other information it receives from the owners and operators of
the Mining Operations, and uses such information, including production
estimates, in its

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [31]

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analyses, forecasts and assessments relating to its own
business. If the information provided by such third parties to the Company
contains material inaccuracies or omissions, the Companys ability to accurately
forecast or achieve its stated objectives may be materially impaired.

Taxes

A significant portion of the
Companys operating profit is derived from its subsidiaries, including Silver
Wheaton Caymans which is incorporated and operated in the Cayman Islands and
historically, Silverstone Resources (Barbados) Corp., which was incorporated and
operated in Barbados, such that the Companys profits are subject to low income
tax.

The introduction of new tax laws,
regulations or rules, or changes to, or differing interpretation of, or
application of, existing tax laws, regulations or rules in Canada, the Cayman
Islands, Barbados, Luxembourg, the Netherlands or any of the countries in which
the Companys subsidiaries or the Mining Operations are located, or to which
shipments of silver or gold are made, could result in an increase in the
Companys taxes, or other governmental charges, duties or impositions. No
assurance can be given that new tax laws, regulations or rules will not be
enacted or that existing tax laws, regulations or rules will not be changed,
interpreted or applied in a manner which could result in the Companys profits
being subject to additional taxation or which could otherwise have a material
adverse effect on the Company.

Due to the size, complexity and
nature of the Companys operations, various legal and tax matters are
outstanding from time to time. If the Company is unable to resolve any of these
matters favourably, there may be a material adverse effect on the Company.

Canada Revenue Agency Dispute and Audit of International
Transactions

The Company has been subject to
an audit by the CRA of the Companys international transactions covering the
2005-2010 taxation years. On September 24, 2015, the Company announced that it
had received the Reassessments from the CRA for the 2005-2010 taxation years
which were consistent with the Proposal previously announced on July 6, 2015.
The Reassessments seek to increase the Companys income subject to tax in Canada
for the 2005-2010 taxation years by approximately C$715 million, which would
result in Canadian federal and provincial tax of approximately C$201 million. In
addition, the CRA is seeking to impose transfer pricing penalties of
approximately C$72 million and interest and other penalties of C$81 million for
the 2005-2010 taxation years. Total tax, interest and penalties sought by the
CRA for the 2005-2010 taxation years is C$353 million.

The CRAs position in the
Reassessments is that the transfer pricing provisions of the Tax Act relating to
income earned by the Companys foreign subsidiaries outside of Canada should
apply such that the Companys income subject to tax in Canada should be
increased by an amount equal to substantially all of the income earned outside
of Canada by the Companys foreign subsidiaries for the 2005-2010 taxation
years. The Company believes that it has filed its tax returns and paid
applicable taxes in compliance with Canadian tax law, and as a result no amounts
have been recorded for any potential liability arising from this matter. Silver
Wheaton intends to vigorously defend its tax filing positions. In connection
with the CRA dispute, the Company has filed notices of objection in respect of
the 2005-2010 taxation years and a Notice of Appeal with the Tax Court of
Canada. If the Company were ultimately unsuccessful in defending its tax filing
positions, it would result in the Company having to pay the full amount of any
reassessed tax, interest and penalties.

See General Development of the
Business Three Year History  2005  2010 Taxation Years: Canada Revenue
Agency Dispute for further details.

The CRA has also commenced an
audit of the Companys international transactions covering the 2011-2013
taxation years, which is currently ongoing. See General Development of the
Business  Three Year History  2011  2013 Taxation Years: Audit of
International Transactions for further details.

The Companys international
transactions for taxation years subsequent to 2013 are not under audit, however
they remain open to audit by the CRA. There is a risk that the CRA may take
similar positions in those years as they have done previously and that such
positions will result in the issuance of notices of reassessment for material
amounts. The Company intends to vigorously defend its tax filing positions and
remains confident in its structure and tax filing positions.

In the event that the CRA issues
one or more additional notices of reassessment for material amounts of tax,
interest and penalties, the Company is prepared to vigorously defend its
position. If the Company is unable to resolve any

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [32]

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of these matters favourably, or if the CRA issues one or more
additional notices of reassessment for material amounts of tax, interest and
penalties, there may be a material adverse effect on the Company.

Credit and Liquidity Risk

The Company is exposed to
counterparty risks and liquidity risks including, but not limited to: (i)
through the companies with which the Company has precious metal purchase
agreements which may experience financial, operational or other difficulties,
including insolvency, which could limit or suspend those companies ability to
perform their obligations under those precious metal purchase agreements; (ii)
through financial institutions that hold the Companys cash and cash
equivalents; (iii) through companies that have payables to the Company,
including concentrate customers; (iv) through the Companys insurance providers;
and (v) through the Companys lenders. The Company is also exposed to liquidity
risks in meeting its operating expenditure requirements in instances where cash
positions are unable to be maintained or appropriate financing is unavailable.
These factors may impact the ability of the Company to obtain loans and other
credit facilities in the future and, if obtained, on terms favourable to the
Company. If these risks materialize, the Companys operations could be adversely
impacted and the trading price of the Common Shares could be adversely affected.

For instance, in respect item (i)
above and the San Dimas precious metal purchase agreement with Primero, Primero
has indicated that there is material uncertainty related to its ability to
continue as a going concern. In the event that Primero is not able to continue
to operate as a going concern, then, in Silver Wheatons opinion, Primero may
(i) be unable to deliver some or all of the silver ounces due under the Primero
SPA; (ii) otherwise default in its obligations under the Primero SPA; (iii)
cease operations at San Dimas if it is uneconomic to continue to operate the
mine; or (iv) become insolvent. As a result, any of these or other adverse
financial or operational consequences on Primero may also have a material
adverse effect on Silver Wheatons business, financial condition, results of
operation and cash flows. In addition, there is no assurance that Silver Wheaton
will be successful in enforcing its rights under the security interest granted
by Primero and the guarantee granted by Goldcorp.

Indebtedness and Guarantees Risk

Effective December 31, 2016, the
Company had approximately $1.2 billion drawn under the Amended Revolving
Facility. As a result of this indebtedness, the Company is required to use a
portion of its cash flow to service principal and interest on the debt, which
will limit the cash flow available for other business opportunities. The
Companys ability to make scheduled payments of the principal of, to pay
interest on, or to refinance indebtedness depends on its future performance,
which is subject to economic, financial, competitive and other factors beyond
its control. The Company may not continue to generate cash flow in the future
sufficient to service debt and make necessary capital expenditures. If the
Company is unable to generate such cash flow, it may be required to adopt one or
more alternatives, such as reducing or eliminating dividends, restructuring debt
or obtaining additional equity capital on terms that may be onerous or highly
dilutive. The Companys ability to refinance indebtedness will depend on the
capital markets and its financial condition at such time. The Company may not be
able to engage in any of these activities or engage in these activities on
desirable terms, which could result in a default on its debt obligations.

The terms of our Amended
Revolving Facility require the Company to satisfy various affirmative and
negative covenants and to meet certain financial ratios and tests. These
covenants limit, among other things, the Companys ability to incur further
indebtedness if doing so would cause it to fail to meet certain financial
covenants, create certain liens on assets or engage in certain types of
transactions. The Company can provide no assurances that in the future, it will
not be limited in its ability to respond to changes in its business or
competitive activities or be restricted in its ability to engage in mergers,
acquisitions or dispositions of assets. Furthermore, a failure to comply with
these covenants, including a failure to meet the financial tests or ratios,
would likely result in an event of default under the Amended Revolving Facility
and would allow the lenders to accelerate the debt, which could materially and
adversely affect the Companys business, financial condition and results of
operations and its ability to meet its payment obligations under debt, and the
price of the Common Shares.

In addition, Silver Wheaton
provided the Guarantee to the lenders under the Primero Facility. See
Description of the Business  San Dimas Mine for further details. As
guarantors, Silver Wheaton and its subsidiaries are subject to the risk that
Primero or any of its subsidiaries may default under the Primero Facility, in
which case the guarantee can be called upon by lenders for the repayment of the
secured obligations under the Primero Facility. Given the lenders under the
Primero Facility have recourse against Silver Wheaton and its subsidiaries, any
adverse financial or operational

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consequences on Primero may also have a material adverse effect
on Silver Wheatons business, financial condition, results of operation and cash
flows.

Hedging Risk

The Company has a policy that
permits hedging its foreign exchange and interest rate exposures to reduce the
risks associated with currency and interest rate fluctuations. The Company also
has adopted a policy to allow the forward sale of forecast silver and gold
deliveries provided that such sales shall not extend beyond the end of a
financial quarter of the Company.

Hedging involves certain inherent
risks including: (a) credit risk  the risk that the creditworthiness of a
counterparty may adversely affect its ability to perform its payment and other
obligations under its agreement with the Company or adversely affect the
financial and other terms the counterparty is able to offer the Company; (b)
market liquidity risk  the risk that the Company has entered into a hedging
position that cannot be closed out quickly, by either liquidating such hedging
instrument or by establishing an offsetting position; and (c) unrealized fair
value adjustment risk  the risk that, in respect of certain hedging products,
an adverse change in market prices for commodities, currencies or interest rates
will result in the Company incurring losses in respect of such hedging products
as a result of the hedging products being out-of-the money on their settlement
dates.

There is no assurance that a
hedging program designed to reduce the risks associated with foreign
exchange/currency, interest rate or commodity fluctuations will be successful.
Although hedging may protect the Company from adverse changes in foreign
exchange/currency, interest rate or commodity fluctuations, it may also prevent
the Company from fully benefitting from positive changes.

Competition

The Company competes with other
companies for precious metal purchase agreements and similar transactions. Some
of these companies may possess greater financial and technical resources than
the Company. Such competition may result in the Company being unable to enter
into desirable precious metal purchase agreements or similar transactions, to
recruit or retain qualified employees or to acquire the capital necessary to
fund its precious metal purchase agreements. Existing or future competition in
the mining industry could materially adversely affect the Companys prospects
for entering into additional precious metal purchase agreements in the future.

Acquisition Strategy

As part of the Companys business
strategy, it has sought and will continue to seek new exploration, development
and mining opportunities in the resource industry. In pursuit of such
opportunities, the Company may fail to select appropriate acquisition candidates
or negotiate acceptable arrangements, including arrangements to finance
acquisitions or integrate the acquired businesses and their personnel into the
Company. The Company cannot assure that it can complete any acquisition or
business arrangement that it pursues or is pursuing, on favourable terms, or
that any acquisitions or business arrangements completed will ultimately benefit
the Company.

In the event that the Company
chooses to raise debt capital to finance any acquisition, the Companys leverage
will be increased. In addition, if the Company chooses to complete an equity
financing to finance any acquisition, shareholders may suffer dilution.

In addition, the introduction of
new tax laws or regulations, or accounting rules or policies, or rating agency
policies, or changes to, or differing interpretations of, or application of,
existing tax laws or regulations or accounting rules or policies or rating
agency policies, could make precious metal purchase agreements less attractive
to counterparties. Such changes could adversely affect the Companys ability to
enter into new precious metal purchase agreements.

Market Price of the Common Shares

The Common Shares are listed and
posted for trading on the TSX and on the NYSE. An investment in the Companys
securities is highly speculative and the price of the Common Shares has
fluctuated significantly in the past. During the year ended December 31, 2016,
the trading price of the Common Shares on the NYSE has ranged from a low of
$10.04 per share to a high of $31.35 per share and on the TSX has ranged from a
low of C$14.51 per share to a high of

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C$40.80 per share. The market price of the Companys common
shares may increase or decrease in response to a number of events and factors,
including: the factors identified in this annual information form.

In addition, the global stock
markets and prices for mining company shares have experienced volatility that
often has been unrelated to the operating performance or prospects of such
companies. These market and industry fluctuations may adversely affect the
market price of the Common Shares, regardless of the Companys operating
performance. The variables which are not directly related the Companys success
and are, therefore, not within the Companys control, include other developments
that affect the market for mining company shares, macroeconomic developments
globally, the breadth of the public market for the Common Shares and the
attractiveness of alternative investments and particular industries. The effect
of these and other factors on the market price of the Common Shares on the
exchanges on which they trade has historically made its common share price
volatile and suggests that the Common Share price will continue to be volatile
in the future.

It is not uncommon for securities
class actions to be brought against publicly listed companies following periods
of volatility or significant decline in the market price of their securities.
The Company is currently the subject of litigation in two securities class
action complaints: In re Silver Wheaton Securities Litigation.See
General Development of the Business  Three Year History  U.S. Shareholder
Class Action and General Development of the Business  Three Year
History  Canadian Shareholder Class Action.

Equity Price Risk

The Company is exposed to equity
price risk as a result of holding long- term investments in other exploration
and mining companies. Just as investing in the Company is inherent with risks
such as those set out in this annual information form, by investing in these
other companies, the Company is exposed to the risks associated with owning
equity securities and those risks inherent in the investee companies. The
Company does not actively trade these investments.

Dividend Policy

The declaration, timing, amount
and payment of dividends are at the discretion of the Board of Directors and
will depend upon the Companys future earnings, cash flows, acquisition capital
requirements and financial condition, and other relevant factors. There can be
no assurance that the Company will continue to declare a dividend on a
quarterly, annual or other basis.

Dependence Upon Key Management Personnel

The Company is dependent on the
services of a small number of key executives who are highly skilled and
experienced. The loss of these persons or the Companys inability to attract and
retain additional highly skilled employees may adversely affect its business and
future operations.

Litigation

The Company is from time to time
involved in various claims, legal proceedings and disputes arising in the
ordinary course of business. If the Company is unable to resolve these disputes
favorably, it may have a material adverse effect on the Company. The Company is
currently the subject of litigation in connection with a securities class action
complaint In re Silver Wheaton Securities Litigation.See General
Development of the Business  Three Year History  U.S. Shareholder Class
Action and General Development of the Business  Three Year History  Canadian
Shareholder Class Action.

Securities litigation, including
current proceedings against the Company as well as potential future proceedings,
could result in substantial costs and damages and divert the Companys
managements attention and resources. Any decision resulting from any such
litigation that is adverse to the Company could have a negative impact on the
Companys financial position.

Unknown Defects and Impairments

A defect in a streaming
transaction and/or a precious metal purchase agreement may arise to defeat or
impair the claim of the Company to such streaming transaction, which may have a
material adverse effect on the Company. It is possible that material changes
could occur that may adversely affect managements estimate of the recoverable
amount for

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any precious metal purchase agreement. Any impairment
estimates, which are based on applicable key assumptions and sensitivity
analysis, are based on managements best knowledge of the amounts, events or
actions at such time, and the actual future outcomes may differ from any
estimates that are provided by the Company. Any impairment charges on the
Companys carrying value of the precious metal purchase agreements could have a
material adverse effect on the Company.

Security Over Underlying Assets

There is no guarantee that the
Company will be able to effectively enforce any guarantees, indemnities or other
security interests it may have. Should a bankruptcy or other similar event
related to a mining operator occur that precludes a party from performing its
obligations under the precious metal purchase agreement, the Company would have
to enforce its security interest. In the event that the mining operator has
insufficient assets to pay its liabilities, it is possible that other
liabilities will be satisfied prior to the liabilities owed to the Company. In
addition, bankruptcy or other similar proceedings are often a complex and
lengthy process, the outcome of which may be uncertain and could result in a
material adverse effect on the Company.

In addition, because many of the
Mining Operations are owned and operated by foreign affiliates, the Companys
security interests may be subject to enforcement and insolvency laws of foreign
jurisdictions that differ significantly from those in North America, and the
Companys security interests may not be enforceable as anticipated. Further,
there can be no assurance that any judgments obtained in Canadian courts will be
enforceable in any of those jurisdictions. If the Company is unable to enforce
its security interests, there may be a material adverse effect on the Company.

Information Systems and Cyber Security

Silver Wheatons information
systems, and those of its counterparties under the precious metal purchase
agreements, third-party service providers and vendors, are vulnerable to an
increasing threat of continually evolving cyber security risks. Unauthorized
parties may attempt to gain access to these systems or the Companys information
through fraud or other means of deceiving the Companys counterparties under its
precious metal purchase agreements, third-party service providers or
vendors.

Silver Wheatons operations
depend, in part, on how well Silver Wheaton and its suppliers, as well as
counterparties under the precious metal purchase agreements, protect networks,
equipment, information technology (IT) systems and software against damage
from a number of threats. Silver Wheaton has entered into agreements with third
parties for hardware, software, telecommunications and other services in
connection with its operations. The Companys operations and Mining Operations
also depend on the timely maintenance, upgrade and replacement of networks,
equipment, IT systems and software, as well as pre-emptive expenses to mitigate
the risks of failures. Any of these and other events could result in information
system failures, delays and/or increases in capital expenses. The failure of
information systems or a component of information systems could, depending on
the nature of any such failure, adversely impact the Companys reputation and
results of operations.

Although to date the Company has
not experienced any material losses relating to cyber attacks or other
information security breaches, there can be no assurance that Silver Wheaton
will not incur such losses in the future. The Companys risk and exposure to
these matters cannot be fully mitigated because of, among other things, the
evolving nature of these threats. As a result, cyber security and the continued
development and enhancement of controls, processes and practices designed to
protect systems, computers, software, data and networks from attack, damage or
unauthorized access remain a priority.

Any future significant compromise
or breach of the Companys data security, whether external or internal, or
misuse of data, could result in additional significant costs, lost sales, fines
and lawsuits, and damage to the Companys reputation. In addition, as the
regulatory environment related to information security, data collection and use,
and privacy becomes increasingly rigorous, with new and constantly changing
requirements applicable to Silver Wheatons business and counterparties to the
precious metal purchase agreements, compliance with those requirements could
also result in additional costs. As cyber threats continue to evolve, the
Company or its counterparties may be required to expend additional resources to
continue to modify or enhance protective measures or to investigate and
remediate any security vulnerabilities.

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Adequacy of Internal Control over Financial Reporting

The Company documented and tested
its internal control procedures during its most recent fiscal year in order to
satisfy the requirements of Section 404 of the Sarbanes-Oxley Act (SOX). SOX
requires an annual assessment by management of the effectiveness of the
Companys internal control over financial reporting and an attestation report by
the Companys independent auditors addressing this assessment. The Company may
fail to achieve and maintain the adequacy of its internal control over financial
reporting as such standards are modified, supplemented, or amended from time to
time, and the Company may not be able to ensure that it can conclude on an
ongoing basis that it has effective internal controls over financial reporting
in accordance with Section 404 of SOX. The Companys failure to satisfy the
requirements of Section 404 of SOX on an ongoing, timely basis could result in
the loss of investor confidence in the reliability of its financial statements,
which in turn could harm the Companys business and negatively impact the
trading price of the Common Shares or market value of its other securities. In
addition, any failure to implement required new or improved controls, or
difficulties encountered in their implementation, could harm the Companys
operating results or cause it to fail to meet its reporting obligations. There
can be no assurance that the Company will be able to remediate material
weaknesses, if any, identified in future periods, or maintain all of the
controls necessary for continued compliance, and there can be no assurance that
the Company will be able to retain sufficient skilled finance and accounting
personnel. Future acquisitions of companies, if any, may provide the Company
with challenges in implementing the required processes, procedures and controls
in its acquired operations. Future acquired companies, if any, may not have
disclosure controls and procedures or internal control over financing reporting
that are as thorough or effective as those required by securities laws currently
applicable to the Company.

No evaluation can provide
complete assurance that the Companys internal control over financial reporting
will detect or uncover all failures of persons within the Company to disclose
material information otherwise required to be reported. The effectiveness of the
Companys internal controls and procedures could also be limited by simple
errors or faulty judgments. In addition, as the Company continues to expand, the
challenges involved in implementing appropriate internal controls over financial
reporting will increase and will require that the Company continue to improve
its internal controls over financial reporting. The Company cannot be certain
that it will be successful in complying with Section 404 of SOX.

Risks Relating to the Mining Operations

Governmental Regulations

The Mining Operations are subject
to extensive laws and regulations governing exploration, development,
production, exports, taxes, labour standards, waste disposal, protection and
remediation of the environment, reclamation, historic and cultural resources
preservation, mine safety and occupational health, handling, storage and
transportation of hazardous substances and other matters. The costs of
discovering, evaluating, planning, designing, developing, constructing,
operating and closing the Mining Operations in compliance with such laws and
regulations are significant. It is possible that the costs and delays associated
with compliance with such laws and regulations could become such that the owners
or operators of the Mining Operations would not proceed with the development of
or continue to operate a mine. Moreover, it is possible that future regulatory
developments, such as increasingly strict environmental protection laws,
regulations and enforcement policies thereunder, and claims for damages to
property and persons resulting from the Mining Operations could result in
substantial costs and liabilities for the owners or operators of the Mining
Operations in the future such that they would not proceed with the development
of, or continue to operate, a mine.

With respect to the Argentinean
federal glacier protection law and other environmental matters relating to the
Pascua-Lama project, see Description of the Business  Principal Product 
Pascua-Lama Project. See also Description of the Business  Principal
Product  Peñasquito Mine.

International Operations

The operations at the San Dimas
mine, the Los Filos mine, the Peñasquito mine and the Cozamin mine are conducted
in Mexico, the operations at the Salobo mine are conducted in Brazil, the
operations at the Zinkgruvan mine are conducted in Sweden, the operations at the
Yauliyacu mine, the Lagunas Norte mine, the Pierina mine, the Constancia mine,
the Antamina mine and the Cotabambas project are conducted in Peru, the
operations of the Stratoni mine are conducted in Greece, the operations at the
Mineral Park mine and the Rosemont project are conducted in the United States,
the operations of the Keno Hill mines, the Minto mine, the 777 mine and the
Sudbury mines are conducted in Canada, the operations of the Pascua-Lama project
are conducted in Chile and Argentina, the operations of the Veladero mine and
the

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Loma de La Plata project are conducted in Argentina, the
operations at the Toroparu project are located in the Republic of Guyana, and
the operations of the Neves-Corvo mine and the Aljustrel mine are conducted in
Portugal, and as such the operations are all exposed to various levels of
political, economic and other risks and uncertainties. These risks and
uncertainties include, but are not limited to, terrorism, hostage taking,
military repression, crime, political instability, currency controls, extreme
fluctuations in currency exchange rates, high rates of inflation, labour unrest,
the risks of war or civil unrest, expropriation and nationalization,
renegotiation or nullification of existing concessions, licenses, permits,
approvals and contracts, illegal mining, changes in taxation and mining laws,
regulations and policies, restrictions on foreign exchange and repatriation, and
changing political conditions and governmental regulations relating to foreign
investment and the mining business. Argentina, Peru and Greece are countries
that have experienced political, social and economic unrest in the past and
protestors have from time to time targeted foreign mining firms.

Changes, if any, in mining or
investment policies or shifts in political attitude may adversely affect the
operations or profitability of the Mining Operations in these countries.
Operations may be affected in varying degrees by government regulations with
respect to, but not limited to, restrictions on production, price controls,
export controls, currency remittance, income taxes, expropriation of property,
foreign investment, maintenance of claims, environmental legislation, land use,
land claims of local people, water use, mine safety and the rewarding of
contracts to local contractors or requiring foreign contractors to employ
citizens of, or purchase supplies from, a particular jurisdiction. Failure to
comply strictly with applicable laws, regulations and local practices relating
to mineral right applications and tenure, could result in additional taxes,
costs, fines, penalties or other expenses being levied on the Mining Operations,
as well as other potential adverse consequences such as economic impacts on the
Mining Operations, loss, reduction or expropriation of entitlements, or the
imposition of additional local or foreign parties as joint venture partners with
carried or other interests.

For example, in February 2016,
Primero announced that its Mexican subsidiary received a legal claim from SAT,
seeking to nullify the 2012 APA issued by SAT in 2012. The 2012 APA confirmed
Primeros ability to pay taxes in Mexico on the sale of silver on actual prices
realized by its Mexican subsidiary in connection with silver sales under the San
Dimas Silver Purchase Agreement for the tax years 2010 through 2014. Primero has
indicated that if the SAT is successful in retroactively nullifying the 2012
APA, the SAT may seek to audit and reassess Primeros Mexican subsidiary in
respect of sales of silver in connection with the San Dimas Silver Purchase
Agreement for the tax years 2010 through 2014 and tax Primero on such sales at
higher-than-realized prices, as opposed to the actual realized prices set under
the San Dimas Silver Purchase Agreement. Primero has disclosed that the amount
of additional taxes that could be reassessed by the SAT for the tax years 2010
through 2014 on the silver sold in connection with the San Dimas Silver Purchase
Agreement cannot be reasonably estimated at this time, but if SAT was successful
in retroactively nullifying the 2012 APA and issuing reassessments it would
likely have a material adverse effect on Primeros results of operations,
financial condition and cash flows. Primero has disclosed that it intends to
vigorously defend the validity of the 2012 APA and that it has filed procedural
and substantive responses to the claim.

In light of the legal challenge
by the SAT to nullify the 2012 APA, Primero has indicated that it believes the
SAT is unlikely to agree to an Advance Pricing Agreement for the tax years 2015
through 2019 tax years on terms similar to the 2012 APA. For the 2015 and 2016
tax years, Primero has confirmed that it continued to record its revenue for the
purposes of Mexican tax accounting in a manner consistent with the 2012 APA. To
the extent the SAT determines that the appropriate price to tax sales under the
San Dimas Silver Purchase Agreement is significantly different from the actual
realized prices thereunder, such determination is likely to have a material
adverse effect on Primeros business, financial condition and results of
operations.

In the event that Primero is not
able to defend the validity of the 2012 APA, is unable to pay taxes in Mexico
based on realized silver prices or the SAT proceedings or actions otherwise have
an adverse impact on the business, financial condition or results of operation
of Primero, then, in Silver Wheatons opinion, Primero may (i) be unable to
deliver some or all of the silver ounces due under the San Dimas Silver Purchase
Agreement; (ii) otherwise default in its obligations under the San Dimas Silver
Purchase Agreement; (iii) cease operations at San Dimas if it is uneconomic to
continue to operate the mine; or (iv) become insolvent. As a result, any of
these or other adverse financial or operational consequences on Primero may also
have a material adverse effect on Silver Wheatons business, financial
condition, results of operation and cash flows. Silver production from San Dimas
represented approximately 9% of Silver Wheatons total silver equivalent
production for the year ended December 31, 2016. If Silver Wheaton was unable to
purchase any further silver under the San Dimas Silver Purchase Agreement,
Silver Wheatons forecasted silver equivalent production for 2017 and average
five year forecasted silver equivalent production, its revenue and cash flows
and its reserves and resources would all be significantly reduced. In addition,
there is no assurance that Silver Wheaton will be successful in enforcing its
rights under the security interest granted by Primero and the guarantee granted
by Goldcorp.

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The occurrence of these various
factors and uncertainties cannot be accurately predicted and could have an
adverse effect on the Mining Operations or on the ability of the companies with
which the Company has precious metal purchase agreements to perform their
obligations under those precious metal purchase agreements.

Exploration, Development and Operating Risks

Mining operations generally
involve a high degree of risk. The Mining Operations are subject to all the
hazards and risks normally encountered in the exploration, development and
production of metals, including unusual and unexpected geologic formations,
seismic activity, rock bursts, cave-ins, flooding, environmental hazards and the
discharge of toxic chemicals, explosions and other conditions involved in the
drilling, blasting and removal of material, any of which could result in damage
to, or destruction of mines and other producing facilities, damage to property,
injury or loss of life, environmental damage, work stoppages, delays in
production, increased production costs and possible legal liability. Milling
operations are subject to hazards such as equipment failure or failure of
retaining dams around tailings disposal areas which may result in environmental
pollution and consequent liability for the owners or operators of the Mining
Operations. Should any of these risks or hazards affect a Mining Operation, it
may (i) cause the cost of development or production to increase to a point where
it would no longer be economic to produce, (ii) result in a write down or
write-off of the carrying value of one or more projects, (iii) cause delays or
stoppage of mining or processing, (iv) result in the destruction of properties,
processing facilities or third party facilities necessary to the Mining
Operations, (v) cause personal injury or death and related legal liability, or
(vi) result in the loss of insurance coverage. The occurrence of any of above
mentioned risks or hazards could result in an interruption or suspension of
operation of the Mining Operations and have a material adverse effect on the
Company and the trading price of the Companys securities.

The exploration for and
development of mineral deposits involves significant risks which even a
combination of careful evaluation, experience and knowledge may not eliminate.
Few properties which are explored are ultimately developed into producing mines.
Major expenditures may be required to locate and establish mineral reserves, to
develop metallurgical processes and to construct mining and processing
facilities at a particular site. It is impossible to ensure that the exploration
or development programs planned by the owners or operators of the Mining
Operations will result in a profitable commercial mining operation. Whether a
mineral deposit will be commercially viable depends on a number of factors, some
of which are: the particular attributes of the deposit, such as size, grade and
proximity to infrastructure; metal prices which are highly cyclical; government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental
protection; and political stability. The exact effect of these factors cannot be
accurately predicted. There can be no assurances that Mining Operations will be
established or that the Mining Operations, which are not currently in
production, will be brought into a state of commercial production.

Environmental Regulation and Climate Change

All phases of mining and
exploration operations are subject to governmental regulation including
environmental regulation. Environmental legislation is becoming stricter, with
increased fines and penalties for non-compliance, more stringent environmental
assessments of proposed projects and heightened responsibility for companies and
their officers, directors and employees. There can be no assurance that possible
future changes in environmental regulation will not adversely affect the Mining
Operations. As well, environmental hazards may exist on a property in which the
owners or operators of the Mining Operations hold an interest which were caused
by previous or existing owners or operators of the properties and of which such
owners or operators are not aware at present and which could impair the
commercial success, levels of production and continued feasibility and project
development and mining operations on these properties.

Silver Wheaton acknowledges
international and community concerns around climate change. Silver Wheaton
supports initiatives consistent with international initiatives on climate
change. Silver Wheaton also acknowledges the increase in the introduction of
climate change legislation and treaties at the international, national,
state/provincial and local levels. Government regulation relating to emission
levels (such as carbon taxes) and energy efficiency is becoming more prevalent
and stringent. While some of the costs associated with reducing emissions may be
offset by increased energy efficiency and technological innovation, Silver
Wheaton expects that increased government regulation will result in increased
costs at some Mining Operations if the current regulatory trend continues.

Licenses, Permits, Approvals and Rulings

The Mining Operations are subject
to receiving and maintaining licenses, permits, approvals and rulings from
appropriate governmental authorities. Changes in laws and regulations or in the
granting or renewal of licenses, permits, approvals and rulings could have a
material adverse impact on the revenue the Company derives from the Mining

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Operations. There can be no assurance that such licenses,
permits, approvals or rulings will continue to be obtained, that delays will not
occur in connection with obtaining all necessary renewals of such licenses,
permits, approvals or rulings for the existing operations, or that additional
licenses, permits, approvals or rulings for any possible future changes to
operations or additional permits associated with new legislation will be
obtained. Prior to any development on any of these properties, licenses an
permits from appropriate governmental authorities may be required. Such licenses
and permits are subject to change in various circumstances and are required to
be kept in good standing through a variety of means, including cash payments and
satisfaction of conditions of issue. Such licenses and permits are subject to
expiration, relinquishment and/or termination without notice to, control of or
recourse by the Company. There can be no assurance that the owners or operators
of the Mining Operations will continue to hold all licenses and permits
necessary to develop or continue operating at any particular property. Any
failure to comply with applicable laws and regulations, permits and licenses, or
to maintain permits and licenses in good standing, even if inadvertent, could
result in interruption or closure of exploration, development or mining
operations or fines, penalties or other liabilities accruing to the owner or
operator of the Mining Operations. Any such occurrence could substantially
decrease production or cause the termination of operations on the property and
have a material adverse effect on the Company and the trading price of the
Companys securities.

See Permitting, Construction,
Development and Expansion Risk for additional permitting risks associated
with development projects.

Compliance with Laws

Failure to comply with applicable
laws, regulations and permitting requirements may result in enforcement actions
thereunder, including orders issued by regulatory or judicial authorities
causing operations to cease or be curtailed, and may include corrective measures
requiring capital expenditures, installation of additional equipment or remedial
actions. Parties engaged in mining operations may be required to compensate
those suffering loss or damage by reason of the mining activities and may be
liable for civil or criminal fines or penalties imposed for violations of
applicable laws or regulations. Amendments to current laws, regulations and
permitting requirements, or more stringent application of existing laws, may
have a material adverse impact on the owners or operators of the Mining
Operations, resulting in increased capital expenditures or production costs,
reduced levels of production at producing properties or abandonment or delays in
development of properties.

Infrastructure and Employees

Natural resource exploration,
development and mining activities are dependent on the availability of mining,
drilling and related equipment in the particular areas where such activities are
conducted. A limited supply of such equipment or access restrictions may affect
the availability of such equipment to the owners and operators of the Mining
Operations and may delay exploration, development or extraction activities.
Certain equipment may not be immediately available, or may require long lead
time orders. The lack of availability on acceptable terms or the delay in the
availability of any one or more of these items could prevent or delay
exploration, development or production at the Mining Operations.

Mining, processing, development
and exploration activities depend, to one degree or another, on adequate
infrastructure. Reliable roads, bridges, power sources and water supply are
important determinants, which affect capital and operating costs. Unusual or
infrequent weather phenomena, sabotage, government or other interference in the
maintenance or provision of such infrastructure could adversely affect the
Mining Operations.

The ability of the owners and
operators of properties to hire and retain geologists and persons with mining
expertise is key to those operations. Changes in legislation or otherwise in the
relationships of the owners and operators of such properties with their
employees may result in strikes, lockouts or other work stoppages. If these
factors cause the owners and operators of such properties to decide to cease
production at one or more of the properties, such decision could have a material
adverse effect on the Company. For example, on February 15, 2017, Primero
announced that unionized employees at the San Dimas mine had initiated a strike
action, resulting in the complete stoppage of mining and milling activities at
the San Dimas mine. Primero has indicated that depending on its duration, the
strike could have a negative impact on Primeros 2017 production. In the event
that Primero is not able to resolve the strike action, then, in Silver Wheatons
opinion, Primero may (i) be unable to deliver some or all of the silver ounces
due under the San Dimas Silver Purchase Agreement; (ii) otherwise default in its
obligations under the San Dimas Silver Purchase Agreement; (iii) cease
operations at San Dimas if it is uneconomic to continue to operate the mine; or
(iv) become insolvent. As a result, any of these or other adverse financial or
operational consequences on Primero may also have a material adverse effect on
Silver Wheatons business, financial condition, results of operation and cash
flows. Silver production from San Dimas represented approximately 9% of Silver
Wheatons total silver equivalent production for the year ended December 31,
2016. If Silver

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [40]

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Wheaton was unable to purchase any further silver under the San
Dimas Silver Purchase Agreement, Silver Wheatons forecasted silver equivalent
production for 2017 and average five year forecasted silver equivalent
production, its revenue and cash flows and its reserves and resources would all
be significantly reduced. In addition, there is no assurance that Silver Wheaton
will be successful in enforcing its rights under the security interest granted
by Primero and the guarantee granted by Goldcorp. See Description of the
Business  Principal Product  San Dimas Mine for further details.

Mineral Reserve and Mineral Resource Estimates

The reported mineral reserves and
mineral resources for the Mining Operations are only estimates. No assurance can
be given that the estimated mineral reserves and mineral resources will be
recovered or that they will be recovered at the rates estimated. Mineral reserve
and mineral resource estimates are based on limited sampling and geological
interpretation, and, consequently, are uncertain because the samples may not be
representative. Mineral reserve and mineral resource estimates may require
revision (either up or down) based on actual production experience. Market
fluctuations in the price of metals, as well as increased production costs,
short-term operating factors or reduced recovery rates, may render certain
mineral reserves and mineral resources uneconomic and may ultimately result in a
restatement of estimated mineral reserves and/or mineral resources. For example,
the Mining Operations may base their estimates of mineral reserves and/or
mineral resources on commodity prices that may be higher than spot commodity
prices. The economic viability of a mineral deposit may also be impacted by
other attributes of a particular deposit, including, but not limited to, size,
grade and proximity to infrastructure, governmental regulations and policy
relating to price, taxes, duties, land tenure, land use permitting, the import
and export of minerals and environmental protection and by political and
economic stability. Any of these factors may require operators of Mining
Operations to reduce their mineral reserves and mineral resources, which may
result in a material and adverse effect on the Companys profitability, results
of operations, financial condition and the trading price of the Companys
securities.

Mineral resources that are not
mineral reserves do not have demonstrated economic viability. Due to the
uncertainty of inferred mineral resources, there is no assurance that inferred
mineral resources will be upgraded to proven and probable mineral reserves as a
result of continued exploration. It should not be assumed that any part or all
of the mineral resources on properties underlying the Companys streaming
transactions constitute or will be converted into mineral reserves. See
Technical Information  Cautionary Note to United States Investors Regarding
Presentation of Mineral Reserve and Mineral Resource Estimates.

Need for Additional Mineral Reserves

Because mines have limited lives
based primarily on proven and probable mineral reserves, the Mining Operations
must continually replace and expand their mineral reserves as their mines
produce metals. The life-of-mine estimates for the Mining Operations may not be
correct. The ability of the owners or operators of the Mining Operations to
maintain or increase their annual production of silver or gold will be dependent
in significant part on their ability to bring new mines into production and to
expand mineral reserves at existing mines.

Production Forecasts

The Company prepares estimates
and forecasts of future attributable production from the Mining Operations and
relies on public disclosure and other information it receives from the owners,
operators and independent experts of the Mining Operations to prepare such
estimates. Such information is necessarily imprecise because it depends upon the
judgment of the individuals who operate the Mining Operations as well as those
who review and assess the geological and engineering information. These
production estimates and projections are based on existing mine plans and other
assumptions with respect to the Mining Operations which change from time to
time, and over which the Company has no control, including the availability,
accessibility, sufficiency and quality of ore, the costs of production, the
operators ability to sustain and increase production levels, the sufficiency of
infrastructure, the performance of personnel and equipment, the ability to
maintain and obtain mining interests and permits and compliance with existing
and future laws and regulations. Any such information is forward-looking and no
assurance can be given that such production estimates and projections will be
achieved. Actual attributable production may vary from the Companys estimates
for a variety of reasons, including: actual ore mined varying from estimates of
grade, tonnage, dilution and metallurgical and other characteristics; actual ore
mined being less amenable than expected to mining or treatment; short-term
operating factors relating to the ore reserves, such as the need for sequential
development of orebodies and the processing of new or different ore grades;
delays in the commencement of production and ramp up at new mines; revisions to
mine plans; unusual or unexpected orebody formations; risks and hazards
associated with the Mining Operations, including but not limited to cave-ins,
rock falls, rock bursts, pit wall failures, seismic activity, weather related
complications, fires or flooding or as a result of other operational

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [41]

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problems such as production drilling challenges, power failures
or a failure of a production hoist, an autoclave, a filter press or a grinding
mill; and unexpected labour shortages, strikes, local community opposition or
blockades. Occurrences of this nature and other accidents, adverse conditions or
operational problems in future years may result in the Companys failure to
achieve the production forecasts currently anticipated. If the Companys
production forecasts prove to be incorrect, it may have a material adverse
effect on the Company.

Land Title and Indigenous Peoples

A defect in the chain of title to
any of the properties underlying the Mining Operations or necessary for the
anticipated development or operation of a particular project to which an
interest relates may arise to defeat or impair the claim of the operator to a
property. In addition, claims by third parties or aboriginal groups in Canada
and elsewhere may impact on the operators ability to conduct activities on a
Mining Operation to the detriment of the Companys interests. No assurances can
be given that there are no title defects affecting the properties and mineral
claims owned or used by the Mining Operations. Such properties and claims may be
subject to prior unregistered liens, agreements, transfers or claims, including
native land claims, and title may be affected by, among other things, undetected
defects. To the extent an owner or operator does not have title to the property,
it may be required to cease operations or transfer operational control to
another party. In addition, the operators of such operations may be unable to
operate them as permitted or to enforce their rights with respect to their
properties and claims which may ultimately impair the ability of these operators
to fulfill their obligations under the precious metal purchase agreements.

Various international and
national, state and provincial laws, codes, regulations, resolutions,
conventions, guidelines, treaties, and other materials relate to the rights of
indigenous peoples. Some of the Mining Operations are located in areas presently
or previously inhabited or used by indigenous peoples. Many of these laws impose
obligations on government to respect the rights of indigenous people. Some
mandate that government consult with indigenous people regarding government
actions which may affect indigenous people, including actions to approve or
grant mining rights or permits. The obligations of government and private
parties under the various international and national laws pertaining to
indigenous people continue to evolve and be defined. One or more groups of
indigenous people may oppose continued operation, further development, or new
development of the Mining Operations. Such opposition may be directed through
legal or administrative proceedings or protests, roadblocks or other forms of
public expression against the activities at the Mining Operations. Opposition by
indigenous people to such activities may require modification of or preclude
operation or development of projects or may require the entering into of
agreements with indigenous people. Claims and protests of indigenous peoples may
disrupt or delay activities of the operators of the Mining Operations.

For additional information
regarding these matters, see Description of the Business  Principal Product
 Peñasquito Mine and Description of the Business  Principal Product 
San Dimas Mine.

Commodity Price Fluctuations

The price of metals has
fluctuated widely in recent years, and future serious price declines could cause
continued development of and commercial production from the Mining Operations to
be impracticable. Depending on the price of other metals produced from the mines
which generate cash flow to the owners, cash flow from the Mining Operations may
not be sufficient and such owners could be forced to discontinue production and
may lose their interest in, or may be forced to sell, some of their properties.
Future production from the Mining Operations is dependent on metal prices that
are adequate to make these properties economic.

In addition to adversely
affecting the reserve estimates and financial conditions, declining commodity
prices can impact operations by requiring a reassessment of the feasibility of a
particular project. Such a reassessment may be the result of a management
decision or may be required under financing arrangements related to a particular
project. Even if the project is ultimately determined to be economically viable,
the need to conduct such a reassessment may cause substantial delays or may
interrupt operations until the reassessment can be completed.

Additional Capital

The mining, processing,
development and exploration of the Mining Operations may require substantial
additional financing. Failure to obtain sufficient financing may result in
delaying or indefinite postponement of exploration, development or production on
any or all of the Mining Operations and related properties or even a loss of
property interest. There can be no assurance that additional capital or other
types of financing will be available if needed or that, if available, will be on
satisfactory terms.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [42]

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Permitting, Construction, Development and Expansion Risk

The Salobo mine, the Peñasquito
mine, the Keno Hill mines, the Pascua-Lama project, the Loma de La Plata
project, the Rosemont project, the Constancia mine, the Victor mine, the
Aljustrel mine, the Toroparu project and the Cotabambas project are currently in
various stages of permitting, construction, development and expansion.
Construction, development and expansion of such projects is subject to numerous
risks, including, but not limited to, delays in obtaining equipment, material
and services essential to completing construction of such projects in a timely
manner; delays or inability to obtain all required permits; changes in
environmental or other government regulations; currency exchange rates; labour
shortages; and fluctuation in metal prices. There can be no assurance that the
operators of such projects will have the financial, technical and operational
resources to complete the permitting, construction, development and expansion of
such projects in accordance with current expectations or at all. See
Description of the Business  Principal Product  Barrick Mines and Pascua
Lama Project and Description of the Business  Principal Product 
Peñasquito Mine.

Challenging Global Financial Conditions

Global financial conditions have
been characterized by increased volatility, with numerous financial institutions
having either gone into bankruptcy or having to be rescued by government
authorities. Global financial conditions could suddenly and rapidly destabilize
in response to future events, as government authorities may have limited
resources to respond to future crises. Global capital markets have continued to
display increased volatility in response to global events. Future crises may be
precipitated by any number of causes, including natural disasters, geopolitical
instability, changes to energy prices or sovereign defaults. Any sudden or rapid
destabilization of global economic conditions could negatively impact the
Companys ability, or the ability of the operators of the properties in which
the Company holds streams or other interests, to obtain equity or debt financing
or make other suitable arrangements to finance their projects. If increased
levels of volatility continue or in the event of a rapid destabilization of
global economic conditions, it may result in a material adverse effect on the
Company and the trading price of the Companys securities could be adversely
affected.

TECHNICAL INFORMATION

CIM Standards Definitions

The estimated Mineral Reserves
and Mineral Resources for the Mining Operations have been calculated in
accordance with the Canadian Institute of Mining, Metallurgy and Petroleum
(CIM)  Definitions adopted by CIM Council on May 10, 2014 (the CIM
Standards) or in accordance with the Australasian Code for Reporting of Mineral
Resources and Ore Reserves (the JORC Code), the Australian worldwide
standards, and were restated in accordance with the requirements of the Canadian
Securities Administrators National Instrument 43-101 Standards of Disclosure
for Mineral Projects (NI 43-101) to comply with the CIM Standards. The
following definitions are reproduced from the CIM Standards:

The term Mineral
Resource is a concentration or occurrence of diamonds, natural solid
inorganic material, or natural solid fossilized organic material including base
and precious metals, coal, and industrial minerals in or on the Earths crust in
such form, grade or quality and quantity that there are reasonable prospects for
eventual economic extraction. The location, quantity, grade or quality,
continuity and other geological characteristics of a Mineral Resource are known,
estimated or interpreted from specific geological evidence and knowledge
including sampling. Mineral Resources are sub-divided, in order of increasing
geological confidence, into Inferred, Indicated and Measured categories.

The term Inferred Mineral
Resource is that part of a Mineral Resource for which quantity and
grade or quality are estimated on the basis of limited geological evidence and
sampling. Geological evidence is sufficient to imply but not verify geological
and grade or quality continuity. An Inferred Mineral Resource is based on
limited information and sampling gathered through appropriate sampling
techniques from locations such as outcrops, trenches, pits, workings and drill
holes.

The term Indicated Mineral
Resource is that part of a Mineral Resource for which quantity, grade
or quality, densities, shape and physical characteristics are estimated with
sufficient confidence to allow the application of Modifying Factors in
sufficient detail to support mine planning and evaluation of the economic
viability of the deposit. Geological evidence is derived from adequately
detailed and reliable exploration, sampling and testing and is sufficient to
assume geological and grade or quality continuity between points of observation.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [43]

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The term Measured Mineral
Resource is that part of a Mineral Resource for which quantity, grade
or quality, densities, shape and physical characteristics are established with
sufficient confidence to allow the application of Modifying Factors to support
detailed mine planning and final evaluation of the economic viability of the
deposit.

The term Modifying
Factors are considerations used to convert Mineral Resources to Mineral
Reserves. These include, but are not restricted to, mining, processing,
metallurgical, infrastructure, economic, marketing, legal, environmental, social
and governmental factors.

The term Mineral
Reserve is the economically mineable part of a Measured and/or
Indicated Mineral Resource. It includes diluting materials and allowances for
losses, which may occur when the material is mined or extracted and is defined
by studies at Pre-Feasibility or Feasibility level as appropriate that include
application of Modifying Factors. Such studies demonstrate that, at the time of
reporting, extraction could reasonably be justified. The reference point at
which Mineral Reserves are defined, usually the point where the ore is delivered
to the processing plant, must be stated. It is important that, in all situations
where the reference point is different, such as for a saleable product, a
clarifying statement is included to ensure that the reader is fully informed as
to what is being reported.

The term Probable Mineral
Reserve is the economically mineable part of an Indicated Mineral
Resource and, in some circumstances, a Measured Mineral Resource. The confidence
in the Modifying Factors applying to a Probable Mineral Reserve is lower than
that applying to a Proven Mineral Reserve.

The term Proven Mineral
Reserve is the economically mineable part of a Measured Mineral
Resource. A Proven Mineral Reserve implies a high degree of confidence in the
Modifying Factors.

Cautionary Note to United States Investors Regarding
Presentation of Mineral Reserve and Mineral Resource Estimates

The information contained 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 NI 43-101
and the CIM Standards. 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 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 herein that describes Silver Wheaton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. United States investors are urged
to consider closely the disclosure in the Companys annual information form and
Form 40-F, copies of which are, or will be, available at www.sedar.com or
www.sec.gov.

Summary of Mineral Reserves and Mineral Resources

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [44]

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The following tables set forth
the estimated Mineral Reserves and Mineral Resources (silver and/or gold only)
for the mines relating to which the Company has precious metal purchase
agreements, adjusted where applicable to reflect the Companys percentage
entitlement to silver and/or gold produced from such mines, as of December 31,
2016, unless otherwise noted. The tables are based on information available to
the Company as of the date of this annual information form, and therefore will
not reflect updates, if any, after such date. The most current Mineral Reserves
and Mineral Resources will be available on the Companys website:

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [45]

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Attributable Proven and Probable Reserves(1,2,3,8,20)

As of December 31, 2016 unless otherwise noted (6)

|                           | Proven  | Probable | Proven & Probable |        
|-------------------------- | ------- | -------- | ----------------- | -------
|                           | Tonnage | Grade    | Contained         | Tonnage
|                           | Mt      | g/t      | Moz               | Mt     
|SILVER                     |         |          |                   |        
|Peñasquito (25%) (10)      |         |          |                   |        
|Mill                       | 98.5    | 32.8     | 103.7             | 48.8   
|Heap Leach                 | 2.1     | 23.0     | 1.6               | 0.5    
|San Dimas (10, 11)         | 1.0     | 361.0    | 11.5              | 3.0    
|Antamina (33.75%) (12,13)  |         |          |                   |        
|Copper                     | 38.8    | 8.0      | 10.0              | 64.1   
|Copper-Zinc                | 19.9    | 17.0     | 10.9              | 63.5   
|Pascua-Lama (25%)          | 7.3     | 70.3     | 16.5              | 62.2   
|Veladero (12)              | 2.0     | 17.1     | 1.1               | 35.9   
|Lagunas Norte (12)         | 4.5     | 4.5      | 0.6               | 16.0   
|Constancia                 | 451.7   | 3.0      | 43.0              | 128.7  
|Zinkgruvan                 |         |          |                   |        
|Zinc                       | 7.4     | 81.0     | 19.2              | 3.4    
|Copper                     | 3.6     | 29.0     | 3.3               | -      
|Neves-Corvo                |         |          |                   |        
|Copper                     | 6.4     | 35.0     | 7.2               | 19.7   
|Zinc                       | 7.4     | 75.0     | 17.9              | 16.0   
|Yauliyacu (14)             | 1.6     | 239.0    | 12.5              | 5.1    
|777                        | 3.1     | 31.5     | 3.1               | 1.4    
|Stratoni                   | 0.1     | 169.0    | 0.6               | 0.1    
|Cozamin (12)               | -       | -        | -                 | 0.2    
|Minto                      | 0.5     | 5.9      | 0.1               | 3.4    
|Los Filos                  | 23.9    | 5.4      | 4.1               | 16.8   
|Rosemont (15)              | 408.6   | 5.0      | 66.2              | 108.0  
|Metates Royalty
      (19) | 4.3     | 17.2     | 2.4               | 12.3   
|TOTAL SILVER               |         |          | 335.7             |        
|GOLD                       |         |          |                   |        
|Salobo (75%) (10)          | 467.8   | 0.36     | 5.48              | 415.9  
|Sudbury (70%) (12)         | -       | -        | -                 | 39.2   
|Constancia (50%)           | 225.9   | 0.05     | 0.37              | 64.4   
|777                        | 1.5     | 2.01     | 0.10              | 0.7    
|Minto                      | 0.5     | 0.41     | 0.01              | 3.4    
|Toroparu (10%) (18)        | 3.0     | 1.10     | 0.10              | 9.7    
|Metates Royalty
      (19) | 4.3     | 0.70     | 0.10              | 12.3   
|TOTAL GOLD                 |         |          | 6.16              |        

See Notes Below.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM[46]

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Attributable Measured& Indicated Resources(1,2,3,4,5,9,20)

|As of December
      31, 2016 unless otherwise noted (6) | Measured | Indicated | Measured & Indicated
|-------------------------------------------------------- | -------- | --------- | --------------------
|                                                         | Tonnage  | Grade     | Contained           
|                                                         | Mt       | g/t       | Moz                 
|SILVER                                                   |          |           |                     
|Peñasquito (25%) (10)                                    |          |           |                     
|Mill                                                     | 29.6     | 27.2      | 25.9                
|Heap Leach                                               | 1.8      | 32.1      | 1.9                 
|San Dimas (10, 11)                                       | 0.7      | 371.4     | 7.8                 
|Antamina (33.75%) (12,13)                                |          |           |                     
|Copper                                                   | 15.5     | 6.0       | 3.0                 
|Copper-Zinc                                              | 6.4      | 16.0      | 3.3                 
|Pascua-Lama (25%)                                        | 3.4      | 28.9      | 3.2                 
|Constancia                                               | 171.7    | 2.3       | 12.9                
|Zinkgruvan                                               |          |           |                     
|Zinc                                                     | 1.5      | 99.4      | 4.7                 
|Copper                                                   | 1.6      | 35.2      | 1.8                 
|Neves-Corvo                                              |          |           |                     
|Copper                                                   | 8.6      | 49.2      | 13.6                
|Zinc                                                     | 8.4      | 57.0      | 15.3                
|Yauliyacu (14)                                           | 3.6      | 233.0     | 26.8                
|777                                                      | -        | -         | -                   
|Stratoni                                                 | 0.4      | 222.2     | 2.7                 
|Minto                                                    | 5.2      | 2.9       | 0.5                 
|Los Filos                                                | 111.7    | 6.3       | 22.7                
|Rosemont (15)                                            | 112.2    | 3.9       | 14.1                
|Aljustrel (16)                                           | 1.3      | 65.6      | 2.7                 
|Keno Hill (25%)                                          |          |           |                     
|Underground                                              | -        | -         | -                   
|Elsa Tailings                                            | -        | -         | -                   
|Loma de La Plata (12.5%)                                 | -        | -         | -                   
|Cotabambas (17)                                          | -        | -         | -                   
|Toroparu (50%)
      (18)                                | 22.2     | 1.2       | 0.8                 
|TOTAL SILVER                                             |          |           | 163.7               
|GOLD                                                     |          |           |                     
|Salobo (75%) (10)                                        | 28.0     | 0.44      | 0.39                
|Sudbury (70%) (12)                                       | -        | -         | -                   
|Constancia (50%)                                         | 85.8     | 0.04      | 0.11                
|777                                                      | -        | -         | -                   
|Minto                                                    | 5.2      | 0.35      | 0.06                
|Cotabambas (25%) (17)                                    | -        | -         | -                   
|Toroparu (10%)
      (18)                                | 0.9      | 0.87      | 0.03                
|TOTAL GOLD                                               |          |           | 0.59                

See Notes Below.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM[47]

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Attributable Inferred Resources(1,2,3,4,5,9,20)

|As of December 31, 2016 unless otherwise
      noted (6) | Inferred
|-------------------------------------------------------- | --------
|Tonnage                                                  | Grade   
|Mt                                                       | g/t     
|SILVER                                                   |         
|Peñasquito (25%) (10)                                    |         
|Mill                                                     | 7.1     
|Heap Leach                                               | 0.01    
|San Dimas (10, 11)                                       | 7.2     
|Antamina (33.75) (12,13)                                 |         
|Copper                                                   | 219.4   
|Copper-Zinc                                              | 115.9   
|Pascua-Lama (25%)                                        | 3.8     
|Constancia                                               | 138.1   
|Zinkgruvan                                               |         
|Zinc                                                     | 7.9     
|Copper                                                   | 0.2     
|Neves-Corvo                                              |         
|Copper                                                   | 12.8    
|Zinc                                                     | 11.4    
|Yauliyacu (14)                                           | 0.5     
|777                                                      | 0.7     
|Minto                                                    | 16.2    
|Los Filos                                                | 162.7   
|Rosemont (15)                                            | 59.1    
|Aljustrel (16)                                           | 8.7     
|Keno Hill (25%)                                          |         
|Underground                                              | 0.3     
|Loma de La Plata (12.5%)                                 | 0.2     
|Cotabambas (17)                                          | 605.3   
|Toroparu (50%) (18)                                      | 64.8    
|Metates Royalty
      (19)                               | 0.8     
|TOTAL
      SILVER                                       |         
|GOLD                                                     |         
|Salobo (75%) (10)                                        | 144.1   
|Sudbury (70%) (12)                                       | 9.8     
|Constancia (50%)                                         | 69.0    
|777                                                      | 0.3     
|Minto                                                    | 16.2    
|Cotabambas (25%) (17)                                    | 151.3   
|Toroparu (10%) (18)                                      | 13.0    
|Metates Royalty
      (19)                               | 0.8     
|TOTAL GOLD                                               |         

See Notes Below.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [48]

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|(1) | All Mineral Reserves and Mineral Resources have been
      estimated in accordance with the 2014 Canadian Institute of Mining,
      Metallurgy and Petroleum (CIM) Standards for Mineral Resources and Mineral
      Reserves and National Instrument 43-101  Standards for Disclosure for
      Mineral Projects (NI 43-101), or the 2012 Australasian Joint Ore
      Reserves Committee (JORC) Code for Reporting of Exploration Results,
      Mineral Resources and Ore Reserves.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mineral Reserves and Mineral Resources are reported above
      in millions of metric tonnes (Mt), grams per metric tonne (g/t) and
      millions of ounces (Moz).                                                                                                                                                                                                                                                                                                                 
|(3) | Qualified persons (QPs), as defined by the NI 43-101,
      responsible for the review and approval of the technical information
      contained in this document (including the Mineral Reserve and Mineral
      Resource estimates) are as follows:                                                                                                                                                                                                                                  

| | a. | Neil Burns, M.Sc., P.Geo. (Vice President, Technical
      Services) and Ryan Ulansky, M.A.Sc., P.Eng. (Senior Director,
      Engineering), both employees of the Company (the Companys
  QPs).
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The Mineral Resources reported in the above tables are
      exclusive of Mineral Reserves. The San Dimas mine, Minto mine, Neves-Corvo
      mine, Zinkgruvan mine, Stratoni mine and Toroparu project (gold only)
      report Mineral Resources inclusive of Mineral Reserves. The Companys QPs
      have made the exclusive Mineral Resource estimates for these mines based
      on average mine recoveries and dilution.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Mineral Resources which are not Mineral Reserves do not
      have demonstrated economic viability.                                                                                                                                                                                                                                                                                                                              
|(6) | Other than as detailed below, Mineral Reserves and
      Mineral Resources are reported as of December 31, 2016 based on
      information available to the Company as of the date of this document, and
      therefore will not reflect updates, if any, after such
  date.                                                                                                                                                    

| | a. | Mineral Resources for Aljustrels Feitais and Moinho
      mines are reported as of November 30, 2010. Mineral Resources for the
      Estaçao project are reported as of December 31, 2007.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | Mineral Resources for the Cotabambas project are reported
      as of June 20, 2013.                                                                                                        
| | c. | Mineral Resources for Keno Hills Elsa Tailings project
      are reported as of April 22, 2010 and Bellekeno mine
      Indicated Mineral Resources as of September 30, 2013.              
| | d. | Mineral Resources for the Loma de La Plata project are
      reported as of May 20, 2009.                                                                                                   
| | e. | Mineral Resources and Mineral Reserves for the
      Peñasquito, Neves-Corvo and Zinkgruvan mines are reported as of June 30,
      2016.                                                   
| | f. | Mineral Resources and Mineral Reserves for Metates
      royalty are reported as of April 29, 2016.                                                                                         
| | g. | Mineral Resources and Mineral Reserves for gold at the
      Toroparu project are reported as of March 31, 2013 and Mineral Resources
      for silver are reported as of September 1,
2014.

|(7) | Process recoveries are the average percentage of silver
      or gold in a saleable product (doré or concentrate) recovered from mined
      ore at the applicable site process plants as reported by the
    operators.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(8) | Mineral Reserves are estimated using appropriate process
      and mine recovery rates, dilution, operating costs and the following
      commodity prices:                                                             

| | a. | Antamina mine - $2.97 per pound copper $1.03 per pound
      zinc, $10.70 per pound molybdenum and $18.72 per ounce silver.                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | Constancia mine - $6.04 per tonne net smelter return
      (NSR) cut-off assuming $1,260 per ounce gold, $18.00 per ounce silver,
      $3.00 per pound copper and $11.00 per pound molybdenum.                                         
| | c. | Cozamin mine - $42.50 per tonne NSR cut-off assuming
      $20.00 per ounce silver, $2.50 per pound copper, $0.90 per pound lead and
      $1.00 per pound zinc.                                                                          
| | d. | Lagunas Norte and Veladero mines - $1,000 per ounce gold
      and $13.75 per ounce silver.                                                                                                                                               
| | e. | Los Filos mine - $1,200 per ounce gold and $18.00 per
      ounce silver.                                                                                                                                                                 
| | f. | Metates royalty  0.34 grams per tonne gold equivalent
      cut-off assuming $1,200 per ounce gold and $19.20 per ounce
  silver.                                                                                                        
| | g. | Minto mine  0.5% copper cut-off for Open Pit and 1.2%
      copper cut-off for Underground assuming $300 per ounce gold, $3.90 per
      ounce silver and $2.50 per pound copper.                                                        
| | h. | Neves-Corvo mine  1.3% copper equivalent cut-off for the
      copper Mineral Reserves and 5.2% zinc equivalent cut-off for the zinc
      Mineral Reserves,
      both assuming $2.75 per pound copper, $1.00 per pound lead and
  zinc.
| | i. | Pascua-Lama project - $1,200 per ounce gold, $16.50 per
      ounce silver and $2.75 per pound copper.                                                                                                                                    
| | j. | Peñasquito mine - $1,200 per ounce gold, $18.00 per ounce
      silver, $0.90 per pound lead and $0.95 per pound zinc.                                                                                                                    
| | k. | Rosemont project - $6.00 per ton NSR cut-off assuming
      $18.00 per ounce silver, $2.75 per pound copper and $11.00 per pound
      molybdenum.                                                                                        
| | l. | Salobo mine  0.253% copper equivalent cut-off assuming
      $1,200 per ounce gold and $2.86 per pound copper.                                                                                                                           
| | m. | San Dimas mine  3.22 grams per tonne gold equivalent
      cut-off assuming $1,200 per ounce gold and $17.00 per ounce
  silver.                                                                                                         
| | n. | Stratoni mine  15.54% zinc equivalent cut-off assuming
      $7.74 per ounce silver, $0.82 per pound lead and $0.91 per pound
    zinc.                                                                                                  
| | o. | Sudbury mines - $1,200 per ounce gold, $6.63 per pound
      nickel, $2.39 per pound copper, $1,150 per ounce platinum, $750 per ounce
      palladium and $12.50 per pound cobalt.                                                       
| | p. | Toroparu project  0.38 grams per tonne gold cut-off
      assuming $1,070 per ounce gold for fresh rock and 0.35 grams per tonne
      gold cut-off assuming $970 per ounce gold for saprolite.                                          
| | q. | Yauliyacu mine - $18.00 per ounce silver, $2.64 per pound
      copper, $0.89 per pound lead and $0.99 per pound zinc.                                                                                                                    
| | r. | Zinkgruvan mine  3.9% zinc equivalent cut-off for the
      zinc Mineral Reserve and 1.5% copper cut-off for the copper Mineral Reserve, both assuming
      $2.75 per pound copper and $1.00 per pound lead and zinc.                   
| | s. | 777 mine  $1,300 per ounce gold, $18.00 per ounce
      silver, $2.67 per pound copper and $1.24 per pound
zinc.                                                                                                                         

|(9) | Mineral Resources are estimated using appropriate
      recovery rates and the following commodity prices:
|--- | ----------------------------------------------------------------------------------------------------------

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [49]

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| | a. | Aljustrel mine  4.5% zinc cut-off for Feitais and Moinho
      mines zinc Mineral Resources and 4.0% zinc cut-off for Estação zinc
      Mineral Resources.                    
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | Antamina mine - $2.97 per pound copper $1.03 per pound
      zinc, $10.70 per pound molybdenum and $18.72 per ounce silver.                                                     
| | c. | Constancia mine  $6.04 per tonne NSR cut-off assuming
      $1,260 per ounce gold, $18.00 per ounce silver, $3.00 per pound copper and
      $11.00 per pound molybdenum.      
| | d. | Cotabambas project  0.2% copper equivalent cut-off
      assuming $1,350 per ounce gold, $23,00 per ounce silver, $3.20 per pound
      copper and $12,50 per pound molybdenum.
| | e. | Keno Hill mines:                                                                                                                                                                

| | i.   | Bellekeno mine  Cdn $185 per tonne NSR cut-off assuming
      $22.50 per ounce silver, $0.85 per pound lead and $0.95 per pound
    zinc.                     
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | Lucky Queen, Onek, Flame and Moth                                                                                                                              
| | ii.  | Bermingham  Cdn $185 per tonne NSR cut-off assuming
      $1,300 per ounce gold, $20.00 per ounce silver, $0.95 per pound lead and
      $1.00 per pound zinc.
| | iii. | Elsa Tailings project  50 grams per tonne silver
      cut-off.                                                                                               

| | f. | Loma de La Plata project  50 grams per tonne silver
      equivalent cut-off assuming $12.50 per ounce silver and $0.50 per pound
      lead.                                                                             
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | g. | Los Filos mine - $1,400 per ounce gold and $20.00 per
      ounce silver.                                                                                                                                                  
| | h. | Metates royalty  0.34 grams per tonne gold equivalent
      cut-off assuming $1,200 per ounce gold and $19.20 per ounce
  silver.                                                                                         
| | i. | Minto mine  0.5% copper cut-off for Open Pit and 1.0%
      copper cut-off for Underground.                                                                                                                               
| | j. | Neves-Corvo mine  1.0% copper cut-off for the copper
      Mineral Resource and 3.0% zinc cut-off for the zinc Mineral Resource, both assuming $2.75
      per pound copper and $1.00 per pound lead and zinc.            
| | k. | Pascua-Lama project  $1,500 per ounce gold, $18.75 per
      ounce silver and $3.50 per pound copper.                                                                                                                     
| | l. | Peñasquito mine - $1,400 per ounce gold, $20.00 per ounce
      silver, $1.00 per pound lead and zinc.                                                                                                                     
| | m. | Rosemont project  $5.70 per ton NSR cut-off assuming
      $18.00 per ounce silver, $2.75 per pound copper and $11.00 per pound
      molybdenum.                                                                         
| | n. | Salobo mine  0.253% copper equivalent cut-off assuming
      $1,200 per ounce gold and $2.86 per pound copper.                                                                                                            
| | o. | San Dimas mine  2.0 grams per tonne gold equivalent
      cut-off assuming $1,200 per ounce gold and $17.00 per ounce
  silver.                                                                                           
| | p. | Stratoni mine  15.54% zinc equivalent cut-off assuming
      $7.74 per ounce silver, $0.82 per pound lead and $0.91 per pound
    zinc.                                                                                   
| | q. | Sudbury mines - $1,200 per ounce gold, $6.63 per pound
      nickel, $2.39 per pound copper, $1,150 per ounce platinum, $750 per ounce
      palladium and $12.50 per pound cobalt.                                        
| | r. | Toroparu project  0.30 grams per tonne gold cut-off
      assuming $1,350 per ounce gold.                                                                                                                                 
| | s. | Yauliyacu mine  $18.00 per ounce silver, $2.64 per pound
      copper and $0.89 per pound lead and $0.99 per pound zinc.                                                                                                  
| | t. | Zinkgruvan mine  3.9% zinc equivalent cut-off for the
      zinc Mineral Resource and 1.0% copper cut-off for the copper Mineral Resource, both
      assuming $2.75 per pound copper and $1.00 per pound lead and
  zinc.
| | u. | 777 mine  $1,300 per ounce gold, $18.00 per ounce
      silver, $2.67 per pound copper and $1.24 per pound
zinc.                                                                                                          

|(10) | The scientific and technical information in this document
      regarding the Peñasquito mine and the San Dimas mine was sourced by the
      Company from the following SEDAR (www.sedar.com) filed
  documents:
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a. | Peñasquito Goldcorps annual information form filed on
      March 16, 2017; and
| | -- | ---------------------------------------------------------------------------------
| | b. | San Dimas  Primeros annual information form filed on
      March 31, 2017.     

|     | The Company QPs have approved this
partner disclosed scientific and technical information in respect of the
Peñasquito mine and the San Dimas mine Mineral Reserve and Mineral Resource
estimates, as well as, the Companys Mineral Reserve and Mineral Resource
estimates for the Salobo mine.                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(11) | The San Dimas silver purchase agreement provides that
      Primero will deliver to the Company a per annum amount equal to the first
      6.0 million ounces of payable silver produced at the San Dimas mine and
      50% of any excess, for the life of mine.                                                                                                                                                                                                      
|(12) | The Companys attributable Mineral Resources and Mineral
      Reserves for the Lagunas Norte, Veladero, Cozamin, and Antamina silver
      interests, in addition to the Sudbury  gold interests, have been
      constrained to the production expected for the various
contracts.                                                                                                                                                                                    
|(13) | The Antamina Silver Purchase Agreement in respect to the
      Antamina mine (November 3, 2015) provides that Glencore will deliver
      33.75% of the silver production until 140 million ounces are delivered and
      22.5% of silver production thereafter, for a 50 year term that can be
      extended in increments of 10 years at the Companys discretion.
      Attributable reserves and resources have been calculated on the 33.75% /
      22.5% basis.
|(14) | The Yauliyacu Silver Purchase Agreement provides that
      Glencore will deliver to the Company a per annum amount equal to the first
      1.5 million ounces of payable silver produced at the Yauliyacu mine and
      50% of any excess for the life of mine.                                                                                                                                                                                                      

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [50]

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|(15) | The Rosemont mine Mineral Resources and Mineral Reserves
      do not include the Oxide material.                                                                                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(16) | The Company only has the rights to silver contained in
      concentrates containing less than 15% copper at the Aljustrel
  mine.                                                                                                                                                                                                                                                                                                          
|(17) | Under the terms of the Cotabambas Early Deposit
      Agreement, the Company will be entitled to purchase 100% of the silver
      production and 25% of the gold production from the Cotabambas project
      until 90 million silver equivalent ounces attributable to the Company have
      been delivered, at which point the stream will drop to 66.67% of silver
      production and 16.67% of gold production for the life of mine.
|(18) | Effective August 7, 2014, the Company entered into an
      agreement for a 1.5% net smelter returns royalty on Chesapeake Gold Corps
      (Chesapeake) Metates property, located in Mexico. As part of the
      agreement, Chesapeake will have the right at any time for a period of five
      years to repurchase two-thirds of the royalty, with the Company retaining
      a 0.5% royalty interest.                               
|(19) | The Companys agreement with Sandspring is an early
      deposit structure whereby the Company will have the option not to proceed
      with the 10% gold stream and 50% silver stream on the Toroparu project
      following the delivery of a bankable definitive feasibility
  study.                                                                                                                                                 
|(20) | Silver and gold are produced as by-product metal at all
      operations with the exception of silver at the Keno Hill mines and Loma de
      La Plata project and gold at the Toroparu project; therefore, the economic
      cut-off applied to the reporting of silver and gold Mineral Resources and
      Mineral Reserves will be influenced by changes in the commodity prices of
      other metals at the time of reporting.      

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [51]

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FURTHER DISCLOSURE REGARDING MINERAL PROJECTS ON MATERIAL
PROPERTIES

SAN DIMAS MINE, MEXICO

The following description of the
San Dimas mine has been updated by the Company QPs using information disclosed
in the annual information form of Primero filed on March 31, 2017. The Company QPs have approved the disclosure of scientific and technical information in
respect of the San Dimas mine in this document.

Property Description and Location

The San Dimas mine is located on
the borders of the Durango and Sinaloa states, approximately 125 kilometre
north-east of Mazatlán, Sinaloa and 150 kilometres west of the city of Durango,
Durango, in Mexico. The property is centered on latitude 24°06N and longitude
105°56W.

The San Dimas mine property
consists of 66 contiguous concessions covering 24,966 hectares, having expiry
dates ranging from 2019 to 2060. As per Mexican requirements for grant of
tenure, the concessions comprising the San Dimas mine have been surveyed on the
ground by a licensed surveyor. All appropriate payments have been made to the
relevant authorities and the licenses are in good standing. Primero has secured
surface rights by either acquisition of private and public land or by entering
into temporary occupation agreements with surrounding communities.

In 2013, the Mexican federal
government introduced a mining royalty, effective January 1, 2014, based on 7.5%
of taxable earnings before interest and depreciation. In addition, precious
metals mining companies must pay a 0.5% royalty on revenues from gold, silver
and platinum.

Primero holds the appropriate
permits under local, State and Federal laws to allow mining operations at the
San Dimas mine. The main environmental permit is the Licencia Ambiental Unica
under which the mine operates its industrial facilities. The mine and mill
expansion of the San Dimas mine is also covered by this permit. Other
significant permits are those related to water supply and water discharge
rights. A waste pad project was commenced in 2013 for which both the
environmental impact study and the technical justification were approved by the
Secretaría de Medio Ambiente y Recursos Naturales and the Mexican environmental
protection agency. In addition, permits were received from the Comisión Nacional
de Agua regarding the Piaxtla River diversion that is part of this waste pad
project. As of March 2014, the rivers course has been diverted through the new
canal and the aquative life recovery had been achieved. The new waste pad
construction was completed in May 2014.

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

Access

Access to the San Dimas area is
by air or road from the city of Durango. By road the trip requires approximately
ten hours. Primero maintains a de Havilland Twin Otter aircraft and a
helicopter, both of which are based at Tayoltita. Travel from either Mazatlán or
Durango to Tayoltita requires an approximate half hour flight in the Twin Otter
aircraft. Most of the personnel and light supplies for the San Dimas mine arrive
on Primeros regular flights from Mazatlán and Durango. Heavy equipment and
supplies are brought in by road from Durango.

Climate

The climate of the San Dimas area
is semi-tropical, characterized by relatively high temperatures and humidity,
with hot summers (maximum about 35 degrees Celsius) and mild winters. At higher
elevations in the Sierra, frosty nights occur in the winter (November to March).
The majority of the precipitation occurs in the summer (June through September);
however, tropical rainstorms during October to January can result in
considerable additional rainfall. The total average annual rainfall varies from
about 66 to 108 centimetres. Weather does not affect the operations and mining
is carried out throughout the year.

Local Resources and Infrastructure

Mining at the San Dimas mine is
done by a mixture of contract mining and Primero personnel. Tayoltita is the
most important population centre in the region with approximately 8,000
inhabitants, including mining personnel, and the

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [52]

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population outside of this centre is sparse. Subsistence
farming, ranching, mining and timber cutting are the predominant activities of
the regions population.

Water for the mining operations
is obtained from wells and from the Piaxtla River. Water is also supplied by
Primero to the town of Tayoltita from an underground thermal spring at the Santa
Rita mine.

Electrical power is provided by a
combination of Primeros own hydro generation system  Las Truchas  and the
Mexican Federal Electricity Commission (CFE). Primero operates hydroelectric
and back-up diesel generators, which are interconnected with the MFPA. Since the
completion of the Las Truchas phase 2A expansion in August 2014, the
hydroelectric facility provides about 95% of the total requirement of the San
Dimas mine during four months of the year. During the remaining eight months of
the year, corresponding to the dry season, the hydroelectric facility provides
approximately 50% of the San Dimas power requirements for operations and the
rest is supplied by the utility (CFE) and by diesel generators at the mine site.
The recent Las Truchas phase 2A expansion has increased the power generation of
the Las Truchas facility from 50 GW to 75 GW per year.

The main infrastructure of the
San Dimas district consists of roads, a townsite, an airport, the crushing and
processing facilities of the Tayoltita mill, the old San Antonio mill, the
Tayoltita/Cupias and San Antonio tailings facilities, the Las Truchas hydro
generation facilities, a diesel power plant and the San Dimas mine, which is
divided into five blocks: West Block (San Antonio mine), Sinaloa Graben Block,
Central Block, the Tayoltita and Arana Blocks (Santa Rita mine). The San Antonio
mill and tailings facilities are currently under reclamation. Primero holds
sufficient surface rights to support the San Dimas mine operations, and
associated infrastructure. Environmental permits are required from various
federal, provincial, and municipal agencies, and are in place for all current
operations. No new permits are currently required for current exploration
activity and mining operations, but existing permit amendments are required from
time to time.

Physiography and Vegetation

The San Dimas district is located
in the central part of the Sierra Madre Occidental, a mountain range
characterized by very rugged topography with steep, often vertical walled
valleys and narrow canyons. Elevations vary from 2,400 metres above mean sea
level (amsl) on the high peaks to elevations of 400 metres amsl in the valley
floor of the Piaxtla River. Vegetation is dominated by pines, junipers and, to a
lesser extent, oaks at higher elevations while lower slopes and valleys are
covered with thick brush, cacti and grass.

History

Prior Ownership

The San Dimas property contains a
series of epithermal gold silver veins that have been mined intermittently since
1757. Modern mining began in the 1880s, when the American San Luis Mining
Company acquired the Tayoltita mine and American Colonel Daniel Burns took
control of the Candelaria mine and began working in the area, and has continued
under different owners to the present. By 1940, the San Luis Mining Company had
acquired the Candelaria and the Contraestaca mines.

A mining law introduced in 1959
in Mexico required the majority of a Mexican mining company to be held by a
Mexican entity and forced the sale of 51 percent of the shares of the San Luis
Mining Company to Mexicans. In 1961, the Minas de San Luis S.A. de C.V. was
formed and assumed operations of the mine. In 1978, the remaining 49 percent
interest was obtained by Luismin S.A. de C.V (Luismin).

In 2002, Wheaton River Minerals
Ltd. (Wheaton River) acquired the property and, in 2005, Wheaton River merged
with Goldcorp. Through its wholly-owned subsidiary, Primero Empresa, Primero
acquired the San Dimas mine from subsidiaries of Goldcorp in August 2010.

Historical Exploration and Development Work

In the San Dimas mining district
there are historical records that mention workings since 1757, but it was not
until 1890 that there were formal operations by the San Luis Mining Company and
Mexican Candelaria Company. In 1904, the first cyanide mill in Mexico was built
at Tayoltita. By 1940, the Candelaria mine had been mined out.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [53]

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In the 1960s, higher grade
discoveries led to the first deep drilling campaigns and to the initial long
tunnels. In 1975, the first 4.5 kilometre tunnel (deepest in the district) was
completed in the Tayoltita mine, this being an area where ore discoveries such
as the San Luis vein had taken place following the Favourable Zone concept
described under Deposits and Mineralization below, aided by field geology. In
the 1980s, American and Mexican groups commenced operations that led to the
first geophysical and geochemical exploration in the east Tayoltita-Santa Rita
block.

By the late 1980s and early
1990s, the Favourable Zone concept and gold/silver ratios supported by fluid
inclusion and thermal fusion studies led to discovery of the San Antonio and
Santa Rita deposits. After acquisition of the whole property by the Mexican
group there was a significant reduction in exploration activities throughout the
whole mining district.

In 2002, foreign investment
(mainly Canadian) returned and the operation was acquired as a whole, which
resulted in a substantial increase in drilling long drillholes combined with the
development of long tunnels perpendicular to the general trend of veins.
Examples of these tunnels include San Luis, Santa Anita and Sinaloa Graben,
where significant intersections and new high grade veins, such as the Elia,
Aranza, Victoria and Alexa, were discovered.

Geological Setting

Regional Geology

The general geological setting of
the San Dimas district includes two major volcanic successions totalling
approximately 3,500 metres in thickness, which have been described the Lower
Volcanic Group (LVG) and the Upper Volcanic Group (UVG) and are separated by
an erosional and depositional unconformity.

The LVG is of Eocene age
predominantly composed of andesites and rhyolitic flows and tuffs and has been
locally divided into six units. The LVG outcrops, along the canyons formed by
major westward drainage systems and has been intruded by younger members of the
batholith complex of granitic to granodioritic composition.

The Socavón rhyolite is the
oldest volcanic unit in the district, its lower contact destroyed by the
intrusion of the Piaxtla granite.

The overlying Productive Andesite
is more than 750 metres in thickness and has been divided into two varieties
based on grain size, but of identical mineralogy. One variety is fragmental
(varying from a lapilli tuff to coarse agglomerate), and the other has a
porphyritic texture (one to two millimetres plagioclase phenocrysts).

Above the Productive Andesite,
the overlying Camichin unit, composed of purple to red interbedded rhyolitic and
andesite tuffs and flows, is more than 300 metres thick. It is the host rock of
most of the productive ore shoots of Patricia, Patricia 2, Santa Rita and other
lesser veins in the Santa Rita mine.

The Las Palmas Formation, at the
top of the LVG, consists of green conglomerates at the base and red arkoses and
shales at the top, with a total thickness of approximately 300 metres. This unit
outcrops extensively in the Tayoltita area. The lower contact between the LVG
and the underlying Productive Andesite is unconformable.

The predominant plutonic events
in the district resulted in intrusion of the LVG by granitic to granodioritic
intrusives, part of the Sinaloa composite batholith.

Other intrusives cutting the LVG
include the Intrusive Andesite, the Elena aplite and the Santa Rita dacitic
dikes. The even younger Bolaños rhyolite dike, and the basic dikes intrude both
the LVG and UVG. Intrusive activity in the western portion of the Sierra Madre
Occidental has been dated continuously from 102 to 43 million years. The UVG
overlies the eroded surface of the LVG unconformably.

Local and Property Geology

In the San Dimas district, the
UVG is divided into a subordinate lower unit composed mainly of lavas of
intermediate composition called Guarisamey Andesite and an upper unit called the
Capping Rhyolite. The Capping Rhyolite is mainly composed of rhyolitic ash flows
and air-fall tuffs and is up to 1,500 metres thick in the eastern part of the
district; however, within most of the district it is about 1,000 metres thick.
The San Dimas district lies within an area of complex normal faulting along the
western edge of the Sierra Madre Occidental. Compressive forces first formed

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [54]

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predominantly east-west and east-northeast tension gashes that
were later cut by transgressive north-northwest striking slip faults. The
strike-slip movements caused the development of secondary north-northeast
faults, with right lateral displacement.

Deposits and Mineralization

Deposits

The deposits of the San Dimas
district are high grade, silver-gold-epithermal vein deposits characterized by
low sulphidation and adularia-sericitic alteration. They were formed during the
final stages of igneous and hydrothermal activity from quartz-monzonitic and
andesitic intrusions.

Typical of epithermal systems,
the gold and silver mineralization at the San Dimas mine exhibits a vertical
zonation with a distinct top and bottom that the prior owner of the mine termed
the Favourable Zone. At the time of deposition, this Favourable Zone was
deposited in a horizontal position paralleling the erosional surface of the LVG
on which the UVG was extruded.

This favourable, or productive,
zone at San Dimas mine is some 300 metres to 600 metres in vertical extent and
can be correlated, based both on stratigraphic and geochronologic relationships,
from vein system to vein system and from fault block to fault block.

Mineralization

The mineralization is typical of
epithermal vein structures with banded and drusy textures. Within the San Dimas
district, the veins occupy east-west trending fractures except in the southern
part of Tayoltita where they strike mainly northeast and in the Santa Rita mine
where they strike north-northwest. The veins were formed in two different
systems. The east-west striking veins were the first system developed, followed
by a second system of north-northeast striking veins. Veins pinch and swell and
commonly exhibit bifurcation, horse-tailing and sigmoidal structures. The veins
vary from a fraction of a centimetre in width to eight metres, but average 1.5
metres. They have been followed underground from a few metres in strike length
to more than 1,500 metres.

Three major stages of
mineralization have been recognized in the district: (1) early stage; (2) ore
forming stage; and (3) late stage quartz. Three distinct sub-stages of the ore
forming stage also have been identified, each characterized by distinctive
mineral assemblages with ore grade mineralization always occurring in the three
sub-stages: (1) quartz-chlorite-adularia; (2) quartz-rhodonite; and (3)
quartz-calcite.

The minerals characteristic of
the ore forming stage are composed mainly of white, to light grey, medium to
coarse grained crystalline quartz with intergrowths of base metal sulphides
(sphalerite, chalcopyrite and galena) as well as pyrite, argentite, polybasite,
stromeyerite, native silver and electrum.

The ore shoots within the veins
have variable strike lengths (five to 600 metres); however, most average 150
metres in strike length. Down-dip extensions of ore shoots are up to 200 metres
but are generally less than the strike length.

Exploration and Drilling

Historically, exploration of the
Favourable Zone at San Dimas mine has been done both by diamond drilling and by
underground development work. Diamond drilling is predominantly done from
underground stations as both the rugged topography (i.e. access to surface drill
stations) and the great drilling distance from the surface locations to the
target(s) makes surface drilling both challenging and expensive. All exploration
drilling and the exploration underground development work are done both in-house
and by use of contractors.

Channel Sampling

While drilling and drifting are
now the predominant methods of exploration, underground channel sampling plays a
large role in the estimation of current Mineral Resources.

Channel samples are routinely
taken every three metres in all development in vein, and stoping is sampled
every two rounds (six metres). Sample limits within the vein are based on
texture and mineralogy changes. No sample is more

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than 1.2 metres in length and the minimum sample width is 0.2
metres. A second cut is taken across the vein as a validation and the results
averaged for grade control purposes. A tarpaulin is laid down below the sample
line. The samples are taken as a rough channel along the marked line, ensuring
that the unit is sampled in a representative fashion, with large slabs being
broken and sub-sampled. The total sample which has collected on the tarpaulin is
broken with a hammer, mixed and quartered such that a two kilogram sample is
bagged and labelled with sample number and location details. Samples are
dispatched to the Primero Tayoltita Mine Laboratory (the TAY Lab) and samples
received by 1:00 p.m. are reported that day. Sketches of the face sampled are
filed, showing samples physical locations from surveying and the measured width
of each sample. Since January 2012, approximately 1/3 of all channel samples and
100% of drillcore samples were sent to the independent SGS laboratory in
Durango. These samples had QA/QC procedures applied and were of a standard that
can be reliably used for estimation of Mineral Resources. The vein mapping and
channel sampling is continually plotted on plans and both used for grade control
and for Mineral Resource estimation. In 2013 all channel samples collected and
sent to SGS laboratory in Durango (approximately 1/3) were subjected to QA/QC
procedures.

Drilling

Prior to Primeros acquisition of
the San Dimas mine, all drilling was previously termed exploration drilling and
was intended to collect data well away from the underground development that was
intensively tested by channel sampling. Commencing in 2011 drilling campaigns
were designed to convert Inferred Mineral Resources to Indicated Mineral
Resources with new test targets designated as exploration drilling. The drilling
conducted in 2016 is shown in the following table:

Are
    Number of Drill Holes
    MetresCentral Block
    101
    24,705Sinaloa Graben
    64
    17,455Tayoltita
    5
    1,104Santa Rita
    -
    -West Block
    12
    3,485El Cristo
    7
    539Mala Noche
    6
    2,532Total
    195
49,820


Drill holes are typically drilled
to get the best intersection possible such that the intersected width is as
close as possible to the true width, while giving vertical coverage. Drilling
underground is achieved by drilling from one vein development to another, or
from specific drill stations established on development headings driven to
access the vein. Holes are typically 200 to 250 metres long and generally
between +/- 50 degrees in dip, while surface drilling can be up to 700 metres
deep. Generally, fans are drilled on multiple sections from one set up. Since
October 2011, samples have been sent for analysis to the SGS laboratory in
Durango and bulk density measurements have been systematically taken on core
samples.

2017 Exploration Program

The San Dimas delineation and
mine exploration program for 2017 will target 8 main areas and has the goal of
finding and delineating extensions of known veins in areas close to the existing
mine infrastructure.

The program includes delineation
and exploration drilling as well as underground development related to
exploration cross-cuts and establishing underground drill bays.

The proposed program includes
work in each of the West Block, Sinaloa Graben, and the Central Block.

Mining Operations

The San Dimas mine operation
includes four underground gold and silver mining areas: the West Block (San
Antonio mine); the Sinaloa Graben Block; the Central Block and the Arana Block
(the Santa Rita mine). Vein thickness varies from 0.1 metres to 8 metres with
the average approximately 1.9 metres. Some veins have a strike length of more
than 1,500 metres. Vein dips vary from about 35o to sub-vertical, the
latter being decidedly more prevalent. The general mining recovery factor is
about 95%, while that for sill mining is about 75%.

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Typical mining of the vein
systems is by mechanized cut-and-fill and long hole, using drill jumbos or
jacklegs, pneumatic long hole drills and load-haul-dump machines, with primary
access provided by adits and internal ramps from an extensive tunnel system
under the steep, mountainous terrain.

The basis for ore haulage at San
Dimas is load-haul-dump (LHD) equipment feeding either truck or rail haulage to
the mill at Tayoltita. Development waste is generally moved to stopes as fill.

There is one milling facility at
Tayoltita to process the production from the active mining areas in San Dimas.
The Tayoltita mill has a conventional Merrill Crowe process flowsheet that
employs crushing and grinding followed by cyanidation and zinc precipitation for
recovery of gold and silver. San Dimas operates a dry stack tailings deposition
facility, which has a minimum of 9 year life at the current processing rate.

Recent Operating History for the San Dimas Mine

In 2016 Primero implemented a
major safety initiative which required that all workers in the underground mine
would only work under supported ground, and the systematic installation of
ground support is now a requirement in all active workplaces. This initiative
reduced production rates due to the time involved in installing the ground
support.

During the year ended December
31, 2016, San Dimas produced 113,968 gold equivalent ounces within the Companys
revised guidance range of 110,000 to 120,000 gold equivalent ounces. The San
Dimas mine produced 93,881 ounces of gold and 5.3 million ounces of silver, 38%
and 36% lower, respectively, than 2015. Production at San Dimas in 2016 was
lower than 2015 due mainly to lower throughput resulting from the additional
time required to install ground support in all active workplaces, and due to
logistical and labour issues which resulted in underground development rates
which were lower than planned. Average throughput in 2016 decreased by
approximately 24% over 2015, averaging 2,079 TPD (based on 366 day
availability). Average recoveries for gold and silver in 2016 were 98% and 96%
respectively, compared to 97% and 95% in 2015.

San Dimas capital expenditures and cash
costs for 2015 and 2016 are shown in the tables below.

Capital Expenditures
      2016
      2015Underground Development
      $13.9
      $16.7Sustaining Capital
      11.4
      16.9Projects
      3.7
      12.4Total
      $29.0
      $46.0




Cash Costs
      2016
      2015Total Cash Costs (per ounce gold)
      -
      --Gold equivalent basis
      $856
      $559-By product basis
      $774
      $409All in sustaining costs (per ounce)
      $1,117
      $680


Environmental Matters

During the year ended December
31, 2016, Primero spent $0.5 million on capital projects related to
environmental protection, being the continued improvements to the tailings
storage areas and some surface water management structures. Ultragen,
engineering consultants specialized in mechanical and piping designs, reviewed
the tailings pipelines condition and original design and recommended a series of
modifications in order to improve the safety and durability of the pipelines.
The implementation of these measures was started in late 2014 and was completed
in the third quarter of 2016 (with exception to modifications to the tailings
pipelines suspension bridge which will be completed in the second quarter of
2017. In 2015 a Technical Review and Risk Assessment of the Cupias tailing
storage facility was performed by Amec Foster Wheeler. The stability evaluation
of the storage facility currently in use shows that the facility exceeds the
minimum factors of safety criteria for static and seismic loading conditions for
both the current and ultimate storage configurations. Preliminary evaluations of
the current surface water management facilities shows that the ditches,
diversion dam and other structures require modifications to accommodate storm
events. The engineering of these improvements was completed in late 2015 with
construction planned to start in the first quarter of 2017.

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The San Dimas property is subject
to a full closure plan and reclamation of the site upon cessation of operations,
which would involve all facilities currently being used (mill, hydro plant,
mines, surface infrastructure, power line, roads, dry tailings). Primero has
accrued a decommissioning liability consisting of reclamation and closure costs
for the San Dimas mine. The undiscounted cash flow amount of the obligation was
$28.0 million at December 31, 2016 and the present value of the obligation was
estimated at $9.9 million, calculated using a discount rate of 7.75% and
reflecting payments made during and at the end of the mine life, which for the
purpose of this calculation, Primero has assumed is 17 years. In respect of the
decommissioning liability, San Dimas mine expects to incur $2.2 million in 2018
and $2.0 million in 2019 to remediate the historical San Antonio tailings, with
the remainder of the expenditures to be incurred mainly at the end of the mine
life.

On May 4th 2015 a weld
on the tailings pipeline transporting materials to the Cupias tailings storage
facility failed, spilling approximately 7 cubic metres of tailings into the
Piaxtla river. Primeros emergency response plans addressed the spill and
authorities were promptly notified. In September, 2015, the Federal
environmental authorities (PROFEPA) fined Primero 315,450 pesos which was
promptly paid. In December, the National water commission CONAGUA fined Primero
455,650 pesos in regard to the same spill and other infractions. Following this
incident XPS Consulting & Testwork Services visited the San Dimas site in
June 2015 to confirm the root cause of the spill and audited the design and
improvements of the ongoing tailings handling system improvements. Their
observations and recommendations have been applied to the system.

In addition, Primero is also
dealing with two past environmental liabilities: reclamation of old San Antonio
milling facilities and closure/reclamation of old San Antonio (Contraestacas)
tailings facilities. All work is expected to be completed in 2019.

San Antonio Tailings

Due primarily to the exhausted
capacity of the tailings dam, the San Antonio mill was shutdown in 2003. The
tailings dam site is located in a turn in a steep walled river canyon downstream
of the mill operation. The river has been diverted through two tunnels which
have been excavated in the canyon wall on the inside of the river bend. A third
tunnel for road access has been excavated and also serves as an additional
channel for the river in high flow periods. In the 2002 due diligence by Wheaton
River, the San Antonio tailings dam was identified as a risk to failure due to a
low safety factor in the dam, risk associated with an unknown hydrostatic head
in the active tailings deposition area and possible erosion due to a flood event
in the adjacent river.

Since the shutdown of the San
Antonio mill operations, some of the risk has been removed by elimination of the
hydrostatic head in the dam and diversion of a local drainage channel. It has
been proposed that the dam safety factor be increased by extending the concrete
wall on the upstream side of the dam and protection of the downstream side by
covering it with mine waste rock. These measures would also decrease the erosion
potential of the tailings. Some of this work was initiated while options to
close and reclaim the tailings dam were studied. DMSL received approval to
reclaim the San Antonio dam by stabilizing the tailings in their current
location after the submission of an environmental assessment, which demonstrated
the validity of the plan. A scale model was developed that, through a series of
tests, determined the best design from the hydraulic aspect and to determine if
some of the design features needed to be augmented. During 2007, in agreement
with the design by Knight Piésold (international geotechnical consultant), the
emplacement of a rock filled berm began with about 60% completed; however, the
rains and lack of an access road significantly affected progress. Further work
was done in 2008 and subsequent years.

Full closure of the San Antonio
old tailings facilities, which consists of completing a downstream berm and
spillway, is planned to be completed in 2019.

Mineral Reserve and Mineral Resource Estimates

See Technical Information 
Summary of Mineral Reserves and Mineral Resources for the estimated Mineral
Reserves and Mineral Resources (silver only, 100% attributable) for the San
Dimas mine as ofDecember 31, 2016.

The San Dimas mine is an
established property with a long operating history and a record of Mineral
Reserve replacement, Mineral Resource conversion and exploration success.

At the San Dimas mine, the Mineral
Reserves and associated Mineral Resources were constrained in 62 individual

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geological models (57 individual geological models in 2014).
Mineral Resources were estimated using GEMS software with ordinary kriging
interpolation applied to major veins and inverse distance squared interpolation
applied to minor veins. Resources in some additional minor veins were estimated
using a polygonal method and included in Inferred Resources. Leapfrog geological
models were created which honor the vein contacts, the gold and silver grades,
structural geology, quartz veining and mineral alteration. Grade estimation was
performed on 3 metre long by 3 metre high by 0.5 metre wide blocks. Variable
grade capping was applied to veins supported by statistical analysis and visual
checks.

To convert Mineral Resources to
Mineral Reserves, mining dilution was added and mining recovery factors were
applied on an individual vein basis and respecting mining methodology. For the
block-modelled veins, Measured and Indicated Mineral Resources were defined by
combining several criteria such as a minimum of four drill holes within 15
metres and 30 metres respectively, whereas Inferred Mineral Resources were
estimated with a minimum of 2 drill holes within 30 to 45 metres. The Company
continues to utilize an external laboratory for all drill samples at the San
Dimas mine.

Primero used a constant bulk
density of 2.7 t/m3 for the estimation of the tonnes for all veins in the
December 2014 estimate and a constant bulk density of 2.6 t/m3 for the estimation of the tonnes for all veins in the
December 31, 2016 estimate.

Due to the poor Quality Assurance
/ Quality Control (QA/QC) results in 2011 and 2012, AMC was unable to classify
any of the Mineral Resources as a Measured Mineral Resource, but improved QA/QC
methods and practices commenced in 2012 and continued into 2013 and 2014 have
allowed for Measured Mineral Resources starting the 2013 Mineral Resources
estimate. Primero utilize an external laboratory for all drill samples and the
channel samples that are used in Mineral Resources and Reserve estimates. For
the block-modelled veins in 2014, Measured and Indicated Mineral Resources were
defined by combining several criteria such as a minimum of four drill holes
within 15 metres and 30 metres respectively, whereas Inferred Mineral Resources
were estimated with a minimum of 2 drill holes within 45 metres.

The QA/QC process for all diamond
drill core, involves assaying in an external laboratory (SGS in Durango), the
regular insertion of Standard Reference Materials and the regular insertion of
Blank materials. Diamond drill core of BTW, BQ and NQ diameter is cut in half
and one half is submitted to SGS, which is an ISO certified independent
laboratory. Sample intervals have an average length of 0.7 metres and, in
general, they are no longer than 1.5 metres, although occasionally slightly
longer intervals were used. In the laboratory, the samples are dried, crushed
and pulverized to 85% of the sample passing a 75 μm sieve. Gold is analyzed by
30g fire assay with atomic absorption finish. Above 10g/t Au fire assay the gold
is analyzed with gravimetric finished. Silver is analyzed by atomic absorption.
Above 300g/t fire assay Ag is analyzed with gravimetric finish. For exploration
drilling an extra assay of ICP-OES 34 elements aqua regia digestion is done.

Primero has assumed that the
current drill-jumbo and jackleg cut and fill mining methods would continue to be
practised at San Dimas, with respective minimum mining widths of 3 metres and 1
metre. San Dimas has introduced the use of long hole mining method rather than
cut and fill on an increasing scale, with a minimum mining width of 1.5 metres.
For the purposes of Mineral Reserve estimation, unplanned mining dilution on
each side of the planned mining width is assumed to be 0.2 metres for cut and
fill and 0.3 metres for long hole mining. For each mining method, 0.2 metres of
fill floor dilution has been assumed. Overall average dilution, planned and
unplanned, is estimated at 40%. For the veins upon which the year-end 2016
Mineral Reserve estimate is based, the respective mined tonnes from jumbo,
jackleg and long hole mining are estimated at 14%, 45% and 41%, respectively.
Other than for sill mining, average recovery throughout each mining block for
both cut and fill and long hole mining has been assumed to be 95%. For sill
pillars, which in the modelling process have been assumed to be the 3 metres
thickness at the top of the mining block and immediately below the sill drive, a
factor of 75% has been used.

Commencing in 2016 Primero has
applied a two-pass cut-off grade at San Dimas. Firstly an all-in sustaining cost
cut-off grade was applied to highlight areas for inclusion in the Mineral
Reserve, followed by the application of an operating cost cut-off grade to
highlight additional incremental material for potential inclusion. The all-in
sustaining cost cut-off grade applied was 3.22 g/t gold equivalent ("AuEq") and
considers direct operating costs and sustaining capital costs. The operating
cut-off grade next applied was 2.22 g/t AuEq and considers direct operating
costs only. Additional factors affecting the cut-off grade include reduced
expected throughput rates following the deferral of the 3,000 tonnes per day
expansion plan, and lower expected metallurgical recoveries of 95% for gold and
92% for silver. Primero believes that these are more appropriate recovery rates
to use due to improved metallurgical accounting practices implemented as the
mill processes lower grade ore.

San Dimas Proven and Probable Mineral
Reserves at December 31, 2016 decreased 292,000 ounces of gold and

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14.0 million ounces of silver from year-end 2015. The decrease
is primarily attributable to 2016 mining depletion of 94,000 gold ounces and 5.3
million silver ounces, updated geological modeling and lower than planned
conversion rates. Primero also applied a two-pass cut-off grade methodology with
decreased metallurgical recoveries, tighter structure control based on observed
geology and conservative dilution factors. Primero has also removed certain
areas of veins and certain remnant pillars in high-grade veins from the Mineral
Reserves. The Mineral Reserve decrease due to model adjustments with increased
geological constraints totalled 231,000 ounces of gold and 9.6 million ounces of
silver.

Production Information

The following table summarizes 2009 to 2016 production (100%
basis) from the San Dimas mine:

|                    | Units   | 2009    | 2010    | 2011    | 2012    | 2013    | 2014    | 2015    | 2016   
|------------------- | ------- | ------- | ------- | ------- | ------- | ------- | ------- | ------- | -------
|Ore
    Processed   | (tonne) | 673,311 | 612,253 | 662,612 | 721,264 | 766,930 | 898,915 | 993,094 | 759,087
|Gold 
    Grade     | (g/t)   | 5.4     | 4.5     | 3.9     | 3.9     | 4.7     | 4.6     | 4.9     | 3.9    
|Silver
Grade        | (g/t)   | 249     | 244     | 226     | 234     | 258     | 232     | 274     | 228    
|Gold
Recovery       | (%)     | 98      | 97      | 97      | 97      | 97      | 94      | 97      | 98     
|Silver
Recovery     | (%)     | 95      | 94      | 96      | 95      | 95      | 92      | 95      | 96     
|Produced
    Gold   | (oz)    | 113,018 | 85,429  | 79,564  | 87,900  | 111,983 | 126,059 | 151,355 | 93,881 
|Produced
    Silver | (moz)   | 5.09    | 4.53    | 4.60    | 5.13    | 6.05    | 6.15    | 8.30    | 5.32   

PEÑASQUITO MINE, MEXICO

The Peñasquito mine is indirectly
wholly-owned by Goldcorp. The Peñasquito mine is an open pit mining operation
located in north-central Mexico with two separate process facilities, an oxide
ore facility and a plant to process sulfide ore.

The following description of the
Peñasquito mine has been updated by the Company QPs based on the information
disclosed in the annual information form of Goldcorp filed on March 16, 2017.
The Company QPs have approved the disclosure of scientific and technical
information in respect of the Peñasquito mine in this document.

Property Description and Location

The Peñasquito mine is
wholly-owned by Goldcorps subsidiary, Minera Peñasquito. The Peñasquito mine is
situated in the western half of the Concepción Del Oro district in the northeast
corner of Zacatecas State, Mexico, approximately 200 kilometres northeast of the
city of Zacatecas. The mine site is accessed via a turnoff from Highway 54
approximately 25 kilometres south of Concepción Del Oro. There is an airport on
site.

The Peñasquito Mine is comprised
of 19 mining concessions (45,753 hectares), held in the name of Minera
Peñasquito. Concessions were granted for durations of 50 years and a second
50-year term can be granted if the applicant has abided by all appropriate
regulations and makes the application within five years prior to the expiration
date. Obligations which arise from the mining concessions include performance of
assessment work, payment of mining taxes and compliance with environmental laws.
Duty payments for the concessions have been made as required. Minimum
expenditures, pursuant to Mexican regulations, may be substituted for sales of
minerals from the mine for an equivalent amount. Goldcorp holds additional
tenure in the greater Peñasquito Mine area (within about 200 to 300 kilometres
of the Peñasquito Mine infrastructure), which is under application, is granted,
or is part of joint ventures with third parties.

Mining concessions give the
holder the right to mine within the concession boundary, sell the mining
product, dispose of waste material generated by mining activities within the
lease boundary, and have access easements. Surface rights in the vicinity of the
Chile Colorado and Peñasco open pits are held by four ejidos, as well as certain
private owners.

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Goldcorp has signed current land use agreements with all of the
ejidos and the relevant private owners. Under current agreements with the
ejidos, payments are made to the ejidos on an annual basis, in addition to
certain upfront payments that have already been made.

A two percent net smelter return
royalty is payable to Royal Gold Inc. on production from both the Peñasco and
Chile Colorado pits which constitute the Peñasquito mine. Effective January 1,
2014, the Mexican Government has passed a mining royalty that consists of a 7.5%
mining royalty imposed on earnings before interest, tax, depreciation and
amortization (EBITDA). There is also an additional 0.5% royalty on precious
metals revenue (applicable to precious metals mining companies) effective
January 1, 2014. In 2007, the Company acquired 25 percent of the silver produced
by the Peñasquito mine over the life-of mine for an upfront cash payment of $485
million and a per ounce cash payment of the lesser of $3.90 and the prevailing
market price (subject to an inflationary adjustment commencing in 2011), for
silver delivered under the contract.

Environmental liabilities are
limited to those that would be expected to be associated with a polymetallic
mine, where productions occurs from open pit sources, and where disturbance
includes mining operations, roads, site infrastructure, heap leach, and waste
and tailings disposal facilities. A closure and reclamation plan has been
prepared for the mine site. Goldcorp holds the appropriate permits under local,
state and federal laws to allow for mining operations.

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

There are two access routes to
the site. The first is via a turnoff from Highway 54 onto the State La Pardita
road, then onto the Mazapil to Cedros State road. The second access is via the
Salaverna by-pass road from Highway 54 approximately 25 kilometres south of
Concepción Del Oro. Within the Peñasquito mine, access is by foot trails and
tracks. The closest rail link is 100 kilometres to the west. There is a private
airport on site and commercial airports in the cities of Saltillo, Zacatecas and
Monterrey. Travel from Monterrey/Saltillo is approximately 150 kilometres, about
two hours to site. Travel from Zacatecas is approximately 275 kilometres, about
3.5 hours to site.

Power is currently supplied
through the Mexican central grid from the Mexican Federal Electricity
Commission. On January 25, 2011, Goldcorp signed a power delivery agreement with
a subsidiary of InterGen, pursuant to which InterGen will construct and operate
a 220 megawatt gas-fired combined cycle power plant to deliver 183 megawatts of
supplied electricity to the Peñasquito mine and other operations in Mexico for a
minimum term of 20 years.

Process and potable water for the
Peñasquito mine is sourced from the Torres-Vergel well field located six
kilometres west of the Peñasquito mine and permits to pump up to 35 million
cubic metres per year from this source have been received. The existing supply
of groundwater is not sustainable in the long term and has resulted in a
reduction of plant throughput since 2013 due to lower than planned volumes from
the current infrastructure. In 2012 and 2013, expansion to the current
TorresVergel well field occurred. To allow plant production to return to design
levels, an additional groundwater source within the Cedros basin has been
identified. This area is named the Northern Well Field, and is approximately 60
kilometres northwest of the Peñasquito mine and construction took place during
2014 and is anticipated to be completed in mid-2015. Once complete, the Northern
Well Field is expected to meet the long-term water requirements for the
Peñasquito mine. Under the Mining Law in Mexico, the owner of a mining
concession is entitled to use the water extracted from the Peñasquito mine in
connection with exploration and mining activities. The Peñasquito mine recycles
almost 70 percent of the water it uses in the mining process with the existing
tailings facility.

There is sufficient suitable land
available within the Goldcorp mineral tenure for tailings disposal, mine waste
disposal, and mining-related infrastructure, such as the open pit, process
plant, workshops and offices. A skilled labour force is available in the region
where the Peñasquito mine is located and in the surrounding mining areas of
Mexico. Accommodation comprises a 1,900-bed camp with full dining, laundry and
recreational facilities. Fuel and supplies are sourced from nearby regional
centres such as Monterrey, Monclova, Saltillo and Zacatecas and imports from the
United States via Laredo.

The climate is generally dry with
precipitation being limited for the most part to a rainy season in the months of
June and July. Annual precipitation for the area is approximately 700
millimetres, most of which falls in the rainy season. The Peñasquito mine area
can be affected by tropical storms and hurricanes which can result in short-term
high precipitation events. Temperatures range between 20 degrees Celsius and 30
degrees Celsius in the summer and zero degrees Celsius to 15 degrees Celsius in
the winter. Mining operations can be conducted year-round.

The Peñasquito mine is situated in
a wide valley bounded to the north by

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the Sierra El Mascaron and the south by
the Sierra Las Bocas. Except for one small outcrop, the area is
covered by up to 30 metres of alluvium. The terrain is generally flat, rolling
hills; vegetation is mostly scrub, with cactus and coarse grasses. The
prevailing elevation of the property is approximately 1,900 metres above sea
level.

History

The earliest recorded work in the
Peñasquito mine consists of excavation of a shallow shaft and completion of two
drill holes in the 1950s. Kennecott Canada Explorations Inc. through its Mexican
subsidiary, Minera Kennecott S.A. de C.V. (Kennecott) acquired initial title
to the Peñasquito mine and commenced exploration in 1994. Regional geochemical
and geophysical surveys were undertaken in the period 1994 to 1997. This work
led to the early discovery of two large mineralized diatreme breccia bodies, the
Outcrop (Peñasco) and Azul Breccias.

In 1998, Western Copper Holdings
Ltd. (Western Copper) acquired a 100% interest in the Peñasquito mine from
Kennecott. Exploration efforts were focused on the Chile Colorado zone and the
Azul Breccia pipe targets. Western Copper optioned the property to Minera
Hochschild S.A. (Hochschild) in 2000. Hochschild completed core drilling into
the Chile Colorado anomaly, but subsequently returned the property to Western
Copper. From 2002 to 2009, Western Copper completed additional core and reverse
circulation drill holes and undertook a scoping-level study, a pre-feasibility
study, and a feasibility study in 2003, 2004, and 2005 respectively. The
feasibility study was updated in 2006. Under the assumptions in the studies, the
Peñasquito mine returned positive economics. In 2003, Western Copper underwent a
name change to Western Silver Corporation (Western Silver). Glamis acquired
Western Silver in May 2006, and Goldcorp subsequently acquired the combined
company in November 2006.

During 2005, a drill rig was used
to perform geotechnical field investigations to support the design of the heap
leach facility, waste rock piles, tailings impoundment and process plant.
Standard penetration tests were performed. Construction in the Peñasquito mine
commenced in 2007. In October 2009, the first lead and zinc concentrates were
produced and concentrate shipment to smelters commenced with first sales
recorded in November 2009.

Geological Setting, Mineralization and Deposit Types

Deposits currently mined
within the Peñasquito mine Operations are considered to be examples of breccia
pipe deposits developed as a result of intrusion-related hydrothermal
activity.

Regional Geology

The regional geology is dominated
by Mesozoic sedimentary rocks, which are intruded by Tertiary stocks of
intermediate composition (granodiorite and quartz monzonite), and overlain by
Tertiary terrestrial sediments and Quaternary alluvium. The Mesozoic sedimentary
rocks comprise a 2.5 kilometre thick series of marine sediments deposited during
the Jurassic and Cretaceous Periods with a 2,000 metre thick sequence of
carbonaceous and calcareous turbiditic siltstones and interbedded sandstones
underlain by a 1,500 metre to 2,000 metre thick limestone sequence.

Large granodiorite stocks are
interpreted to underlie large portions of the mineralized areas within the
Concepción Del Oro District, including Peñasquito. Slightly younger
quartzfeldspar porphyries, quartz monzonite porphyries, and other
feldspar-phyric intrusions occurring as dikes, sills, and stocks cut the
sedimentary units. The intrusions are interpreted to have been emplaced from the
late Eocene to mid-Oligocene.

The two diatreme pipes, Peñasco
and Brecha Azul, are the principal hosts for goldsilverzinclead
mineralization at Peñasquito. The pipes flare upward, and are filled with
breccia clasts in a milled matrix of similar lithological composition. The
larger diatreme, Peñasco, has a diameter of 900 metre by 800 metre immediately
beneath surface alluvial cover. The second, and smaller, diatreme, Brecha Azul,
is about 500 metre in diameter immediately below alluvium. The diatremes are
surrounded by coalesced halos of lower grade, disseminated sphalerite, galena,
and sulphosalts containing silver and gold.

Both of the breccia pipes lie
within a hydrothermal alteration shell consisting of a central
sericitepyritequartz (phyllic) alteration assemblage, surrounding
sericitepyritequartzcalcite assemblage, and peripheral calcite-pyrite
(propylitic) alteration halo.

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Manto-style sulphide replacements
of carbonate strata have been discovered beneath the clastic-hosted disseminated
sulphide zones, and adjacent to the diatreme pipes. The mantos consist of
semi-massive to massive sulphide replacements of sub-horizontal limestone beds,
as well as cross-cutting chimney-style, steeply dipping, fracture and breccias
zones filled with high concentrations of sulphides.

Garnet skarn-hosted polymetallic
mineralization has been identified at depth between the Peñasco and Brecha Azul
diatremes. The skarn has horizontal dimensions of approximately 1,000 metre by
1,200 metre and is open at depth.

Exploration

Work undertaken included
reconnaissance geological inspections, regional-scale geochemical and
geophysical surveys (including gravity, controlled source audio frequency
magnetollurics, reconnaissance induced polarization, scaler induced
polarization, airborne radiometrics, magnetics and ground magnetics), rotary air
blast, reverse circulation and core drilling.

The exploration programs
completed to date are appropriate to the style of the deposits and prospects
within the Peñasquito mine and support the genetic and geological
interpretations.

Drilling

Drilling completed on the
Peñasquito Mine area for the period 1994 to 2016 comprised 1,663 drill holes
(822,961 metres). Drilling has focused on the exploration and delineation of
three principal areas: the Chile Colorado Zone, the Brecha Azul Zone and the
Peñasco Zone.

In 2016, in-fill drilling at
Peñasquito included 70 holes (21,105 metres) while near-mine exploration and
condemnation drilling included 33 holes (15,811 metres).

Drill hole spacing is generally
on 50 metre sections in the main deposits with tighter spacing for infill
drilling in the Peñasco pit, spreading out to 400 metre spaced sections in the
condemnation zones. Drill spacing is wider again in the areas outside the
conceptual pit outlines used to constrain Mineral Resources. Drilling covers an
area approximately 11 kilometres eastwest by 7 kilometres northsouth with the
majority of drill holes concentrated in an area 2.1 kilometres eastwest by 2.8
kilometres northsouth.

Drill logs record
deposit-specific information, including lithologies, breccia type, fracture
frequency and orientation, oxidation, sulphide mineralization type and
intensity, and alteration type and intensity. From mid-2013, logs have been
recorded electronically and are uploaded directly to the project database.

Drill traces were down-hole
surveyed using a single shot, through the bit, survey instrument. All drill
holes have been down-hole surveyed except 51 Western Silver reverse circulation
drill holes and 11 of the 71 Kennecott drill holes. Use of a gyroscopic survey
instrument began in 2012 when Silver State Survey was contracted. In the first
800 metres of any drill hole, Silver State Survey takes a measurement at 50
metre intervals and at the end of the drill hole.

The quantity and quality of the
lithological, geotechnical, collar, and down-hole survey data collected during
Goldcorps exploration and infill drill programs are sufficient to support
Mineral Resource and Mineral Reserve estimation.

Geotechnical Drilling

Geotechnical drilling in support
of infrastructure locations were completed as follows:

| |  | Major Drilling Co., (Major): 2004; eight core holes
      completed in the area of the planned Chile Colorado pit and three core
      holes in the planned Peñasco pit area for a total 11 core holes (4,126
      metres). Core holes were oriented at an angle of 60o to the horizontal and
      were sited to intersect the November 2005 design basis pit wall one-third
      of the ultimate wall height above the base of the final pit level. Core
      orientation was accomplished using two independent methods: clay
      impression and a mechanical down-hole system referred to as Corientor.
      Field point load tests were completed for each core run to estimate the
      unconfined
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |   | compressive strength of the intact rock;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Estudios Especializados de Mecánica de Suelos, S.A. de
      C.V. (EEMSSA): 2005: geotechnical field investigations to support the
      design of the heap leach facility, waste rock piles, tailings impoundment
      and process plant. Standard penetration tests were performed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Adviser Drilling, S.A. de C.V.: 2010: oriented core
      program with seven holes (3,014.17 metres) completed to provide
      information on the bedding orientations within the area planned for the
      Chile Colorado pit and identify structures that could affect the bench
      stability;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Boart Longyear Drilling Services-Mexico and BDW: 2013:
      seven hole program (1,856.25 metres), which focused on obtaining
      information on the bedding orientations in the north of the Peñasco pit.
      The drill holes were sited to provide geotechnical information for pit
      phase designs and for support of potential modification of pit wall slope
      angles in selected pit sectors. A total of 68 laboratory triaxial tests of
      intact rocks were performed and 52 direct shear tests to estimate the
      unconfined strength of the intact rock. The rock quality designation model
      was updated with the recent drill information, and a total of 1,211 holes
      were used. A total of 1,348 holes and 13 geomechanical cells were used to
      construct a model of bedding orientation in the Caracol Formation

Metallurgical Drilling

Metallurgical drilling was first
performed in 20032006, with 12 holes (3,853 metres) completed. Holes averaged
310 metres in depth. An additional 29 core holes were drilled in 20062012
(15,537 metres), which were typically 550 metres long. During 2013, 18 holes
(9,156 metres) were completed, averaging 510 metres in length. There was no
additional metallurgical drilling in 2016.

Geological and Geotechnical Logging

Logging of reverse circulation
drill cuttings and core utilized standard logging procedures. Initial logging
utilized paper forms, with data hand-entered into a database from the form. Logs
recorded lithologies, breccia type, fracture frequency and orientation,
oxidation, sulphide mineralization type and intensity, and alteration type and
intensity.

In July 2013, digital logging was
implemented. Data are logged directly into acQuire using custom forms. Logs are
stored on the mine server in an exploration database. Information now recorded
includes lithology, alteration, minerals, structural features, oxidation
description, and vein types.

Core was photographed; core
photographs are retained on the mine data server. Video was recorded from drill
collar to toe; these digital files are stored on hard discs.

Geotechnical logging for pit
design purposes was typically completed at 3 metre intervals, and recorded on
CDs. For site location purposes, geotechnical logging included sample
descriptions, sample numbers and visual classifications based on the united soil
classification system. From 2010 onwards, all geotechnical logging has been
stored in an acQuire database.

Collar Surveys

All drill hole collars are
identified with a concrete monument, allowing all drill holes to be identified
at a later date. The monument is placed directly over the collar on completion
of each drill hole.

Prior to 2001, drill holes were
located using chain-and-compass methods. From 2002 onwards, collar surveys have
been performed by a qualified surveyor. Since preparation for mining operations
commenced in 2007, all surveys have been performed using differential GPS
instruments. The mine currently uses Trimble R-6 GPS instruments.

Deposit Drilling

Drilling is normally
perpendicular to the strike of the mineralization. Depending on the dip of the
drill hole, and the dip of the mineralization, drill intercept widths are
typically greater than true widths.

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Sampling, Analysis and Data Verification

Independent sample preparation
and analytical laboratories used during the exploration, development and
operational core drill programs on the project include ALS Chemex, and Bondar
Clegg (absorbed into ALS Chemex in 2001). The umpire (check) laboratories are
Acme Laboratories in Vancouver, and SGS Mexico. Laboratories are certified and
independent of Goldcorp. The run-of-mine samples are assayed in an on-site mine
laboratory that is not accredited. Sample collection and handling of core was
done in accordance with industry standard practices, with procedures to limit
sample losses and sampling biases. Core recovery for the Peñasquito drilling
programs averaged 97%. Reverse circulation drill cuttings were sampled at
intervals of 2 metres. The standard core sample interval is 2 metres. Some
samples are limited to geological boundaries and are less than 2 metres in
length.

The sampling has been undertaken
over a sufficient area to determine deposit limits, and the data collected
adequately reflects deposit dimensions, true widths of mineralization, and the
style of the deposits. The samples are representative of the mineralization, and
respect the geology of the deposits.

The sample preparation method
typically consists of drying, pulverizing and splitting to generate a 30 gram
pulp for assay. Prior to 2003, the pulverization standard was 85% passing 75
micrometres; after 2003, samples were pulverized to a minimum of 85% passing 200
mesh. Standard fire assay procedures are used for analysis of gold. ICP analyses
are used for silver, lead, zinc and deleterious elements.

QA/QC measures for Goldcorps
programs include submission of standard reference materials and blanks, and
re-assay of a proportion of the samples.

Entry of information into
databases has utilized a variety of techniques and procedures to check the
integrity of the data entered. Geological data from early drill programs were
entered into spreadsheets in a single pass.

All drill data from 2007 to July
2013 was entered from paper logging forms into Excel files before being imported
into acQuire. Since July 2013, logging and recording of other drill hole data by
geologists and technicians has been entered directly into acQuire on laptop
computers, with the data subsequently imported into the main database.

Assays received electronically
from the laboratories are imported directly into the database. Analytical
certificates received since 2010 have been stored in the database and were
validated via the acQuire software.

Data are verified on entry to the
database by means of built-in program triggers within the mining software.
Checks are performed on surveys, collar co-ordinates, lithology data, and assay
data.

The quality of the analytical
data is sufficiently reliable to support Mineral Resource and Mineral Reserve
estimation and sample preparation, analysis, and security are generally
performed in accordance with exploration best practices and industry standards.

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Mineral Processing and Metallurgical Testing

Mineralogical studies have
been performed in order to increase the knowledge of the different ore types in
the mine targeted to ensure the best possible treatment for each ore category
and maximize the recovery. Metallurgical testwork focused on recovery of the key
elements, lead and zinc, with co-recovery of gold and silver.

Various testwork programs have
investigated comminution, flotation, heavy media separation, flowsheet
variability schemes, concentrate filtration, dewatering, and regrind tests,
modal and liberation analyses, and bottle roll and column cyanide leach
extraction tests. Programs were performed and which were sufficient to establish
the optimal processing routes for oxide and sulphide ores, and supported
estimation of recovery factors for the various ore types. A number of ore types
have been identified that are classed as special because of their specific
chemical characteristics, and include transitional, low-lead, high-copper and
high-carbon types. The proposed Pyrite Project has also investigated the
metallurgical responses to treatment for additional gold and silver recovery
from the zinc flotation tailings.

Over the life of mine gold and
silver recovery from the oxide heap leach has stabilised. Recovery from the heap
leach is currently fixed at about 57% for gold and 24% for silver in the
life-of-mine (LOM) plan (LOMP).

The mineralogical complexity of
the Peñasquito ore makes the development of mill processing models difficult as
eight elements (gold, silver, lead, zinc, copper, iron, arsenic and antimony)
are tracked through the process, and the models need to be robust enough to
allow for changes in mineralogy and plant operations while giving reasonable
predictions of concentrate quality and tonnage. Metallurgical models were
updated in 2015 for the second time from the feasibility study assumptions.
Based on the present LOM, which assumes the construction of the pyrite leach
plant and the heap leach pad, the following average overall metal recoveries are
anticipated:

| |  | Lead 78.5%;  
| | - | -------------
| |  | Zinc 82.1%;  
| |  | Gold 71.5%;  
| |  | Silver 83.1%.

There are currently no
metallurgical models for the high-carbon ores. A method to identify and
characterise this ore type needs to be developed so models can be generated for
use in the future. Determination of future processing methods that may allow for
the processing of the high-carbon and high-copper ores represent project upside
potential.

The processing plant, in
particular the flotation portion of the circuit, is not able to separate the
copper-bearing minerals from the lead-bearing minerals, so when present the
sulphosalts report (primarily) to the lead concentrate. The marketing contracts
are structured to allow for small percentages of these deleterious elements to
be incorporated into the final product, with any exceedances then incurring
nominal penalties. Historically, due to the relative small proportion of
concentrate bearing high levels of deleterious elements, the marketing group has
been able to sufficiently blend the majority of the deleterious elements such
that little or no financial impact has resulted.

Mineral Reserve and Mineral Resource Estimates

See Technical Information 
Summary of Mineral Reserves and Mineral Resources for the estimated Mineral
Reserves and Mineral Resources (silver only, 25% attributable) for the
Peñasquito mine as of June 30, 2016.

Risk factors that can affect the
Mineral Reserve estimates are: metal prices and exchange rate assumptions;
mining, process and operating and capital cost assumptions; availability of
water sufficient to support the mine design and process plant throughput rate
assumptions; deleterious substances in mineralization that may affect
metallurgical recovery rates, meeting capital project timelines, geotechnical
and hydrogeological assumptions; social license to operate being maintained; and
any additional modifications to the proposed changes to the taxation and royalty
regime.

To support declaration of Mineral
Reserves, Goldcorp prepares an economic analysis to confirm that the economics
based on the Mineral Reserves over the mine life repays life-of-mine operating
and capital costs. The mine was evaluated on an after-tax free cash flow basis.

Risk factors that can affect the
Mineral Resource estimates are: metal prices and exchange rate assumptions;
assumptions which are used in the Lerchs-Grossman shell constraining Mineral
Resources, including mining, processing

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and general administrative costs; metal recoveries;
geotechnical and hydrogeological assumptions; and assumptions that the operation
will maintain the social license to operate.

Mining Operations

Peñasquito Mine is a
conventional, large scale, truck-and-shovel open pit mining operation. For 2017,
the operation is scheduled to mine 39.1 million tonnes of ore, with total
material movement of 189 million tonnes. The open pit operations will progress
at a nominal annual mining rate of 225 Mt/year until the end 2023, after which
it continues to decline at a significant rate as the stripping ratios of ore to
waste decrease.

The Mineral Reserve estimate for
the operations is based on Measured and Indicated Mineral Resources. A four-step
process is used to estimate the Mineral Reserves. The Peñasquito mine contained
metal block model is interpolated with a series of software scripts in which an
NSR value is calculated for each block, based on recovery and marketing
assumptions.

The Peñasquito mine NSR block
model then undergoes a process of pit optimization where computer software
optimizes the potential future financial return for a number of intermediate pit
shells, and defines the ultimate pit size and shape for each of the two
deposits. The ultimate pit shell offering the best economic results is selected,
based on the defined parameters while respecting geotechnical limitations.

With the ultimate pit limits
defined, practical design parameters are completed within a mine design software
package. This process results in a series of minable cutbacks that together form
the ultimate pit design for the deposit.

A series of potential production
schedules are produced that are based on the practical sequencing of each
cutback, the mining equipment available, and operational limitations such as
production rates, haulage distance and mill throughput capacity. From this
process, which in most cases is iterative, a practical LOM production schedule
is developed that tries to maximize the metal production and minimize operating
and capital costs and defines the annual mining, milling and metal production
schedules.

The current mine plan is based on
the 2016 Mineral Reserve estimate, and will produce oxide and sulphide material
to be processed through the existing heap leach facility and sulphide plant
respectively over a 14-year mine life (20172031).

Dilution is accounted for in
block models by ensuring the models have the appropriate change of support to
produce a gradetonnage curve that reflects the expected mining selectivity.
Block models also incorporate anticipated contact dilution through the
interpolation plan that utilizes both mineralization and waste samples within
interpolation domains. Accordingly, no further dilution factors are needed to
reflect the appropriate grade and tonnage distributions. Because the same models
are used for both Mineral Reserves and Mineral Resources, dilution is
incorporated in both estimates. Mineral Reserves and Mineral Resources are
reported at 100% of the block model.

An
ore stockpiling strategy is practiced. The mine plan considers the value of the
blocks mined on a continuous basis combined with the expected concentrates
quality. From time to time ore material with a lower net smelter return value
will be stockpiled to bring forward the processing of higher-value ore earlier
in the LOM. In some instances, the ore is segregated into stockpiles of known
composition to allow for blending known quantities of material at the stockpile
as required by the mill/customer. Stockpiling at Peñasquito mine also allows for
forward planning for ore quality to ensure optimal mill performance and
consistent gold production to match, within the normal bounds of expected
variability within the mine plan.

Processing and Recovery Operations

The Peñasquito mine consists of a
leach facility that processes a nominal 25,000 tonnes per day of oxide ore and a
sulphide plant that can processes a nameplate 130,000 tonnes per day of sulphide
ore. Mine construction commenced in 2007. Ore placement on the heap leach pad
began in February 2008. On April 8, 2008, ore leaching was initiated and the
first gold pour occurred on May 10, 2008. In October 2009, the first lead and
zinc concentrates were produced and concentrate shipment to smelters commenced
with first sales recorded in November 2009.

For the milling throughput, the
LOM plan assumes a nominal rate of 45.1 million tonnes per year until the end of
2028 and the first quarter of 2029, and the heap leach pad will be stacked with
incremental oxide ore as it is mined.

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Oxide Ore

Run-of-mine oxide ore is
delivered to the heap leach pile from the mine by haul trucks. Lime is added to
the ore, prior to the addition of the ore to the pad. Ore is placed in ten metre
lifts, and leached with cyanide solution. Pregnant leach solution is clarified,
filtered, and de-aerated, then treated with zinc dust to precipitate the
precious metals. The precipitated metals are subsequently pressure filtered, and
the filter cake smelted to produce doré.

For 2016, a total of 1,106,000
metric tonnes was heap leached for a total of 15,000 ounces of gold and 275,000
ounces of silver produced.

Sulphide Ore

Run-of-mine sulphide ore is
delivered to the crusher dump pocket from the mine by 290 tonne rear-dumphaul
trucks. The crushing circuit is designed to process up to 148,000 tonnes per day
of run-of-mine sulphide ore to 80 percent passing 159 millimetres. The crushing
facility initially consisted of a gyratory crusher capable of operating at 92
percent utilization on a 24-hour-per-day, 365-days-per-year basis.

For 2016, a total of 34,112,000
metric tonnes of ore was processed through the sulphide plant facility, for a
total of 450,000 ounces of gold, 17,628,000 ounces of silver, 262,900,000 pounds
of zinc, and 173,900,000 pounds of lead produced (payable metal). Metallurgical
recoveries averaged 63% for gold, 79% for silver, 77% for zinc, and 72% for
lead.

Metallurgical Enhancement Process

The feasibility study for the Metallurgical Enhancement Process
(MEP), which consists of the Concentrate Enrichment Process (CEP) and Pyrite
Leach Plant (PLP), was completed during the fourth quarter of 2015. The
results determined that the CEP component of the MEP no longer met Goldcorps
required rate of return due to improved fundamentals in the concentrate smelting
market. An investment decision on PLP was approved in 2016, and is expected to
be completed in 2019. The PLP is expected to increase overall gold and silver
recovery by treating the zinc tailings before discharge to the tailings storage
facility. The PLP is expected to provide annual incremental production of
100,000-140,000 gold ounces and approximately 4-6 million silver ounces. As part
of the PLP a carbon pre-flotation facility is being constructed, anticipated to
be completed in the second quarter of 2018.

Markets / Contracts

Goldcorp currently has an
operative refining agreement with Met Mex Peñoles for refining of doré produced
from the Peñasquito mine. Goldcorps bullion is sold on the spot market, by
marketing experts retained in-house by Goldcorp. The terms contained within the
sales contracts are typical and consistent with standard industry practice, and
are similar to contracts for the supply of doré elsewhere in the world. Part of
the silver production is forward-sold to the Company (25%).

The markets for the lead and zinc
concentrates from the Peñasquito Mine are worldwide with smelters located in
Mexico, Canada, United States, Asia and Europe. Metals prices are quoted for
lead and zinc on the London Metals Exchange and for gold and silver by the
London Bullion Market Association. The metal payable terms and smelter treatment
and refining charges for both lead and zinc concentrate represent typical terms
for the market and qualities produced by the Peñasquito Mine. As of December 31,
2016, Peñasquito Mine has zero hedges in place for 2017 in relation to its
concentrate sales.

Infrastructure, Permitting and Compliance Activities

As of August 2015, Peñasquito
mine uses power sourced from a subsidiary of InterGen Servicios Mexico who
operates a 220 megawatt gas-fired combined cycle power plant. The annual power
consumption ranges from 130145 megawatts per day, with the majority (>85%)
of the consumption in the processing facility.

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Process and potable water for the
Peñasquito Mine is sourced from the Torres-Vergel well field located six
kilometres west of the Peñasquito Mine and an additional groundwater source
within the Cedros basin named the Northern Well Field, and its construction
completed in 2016.

There is sufficient suitable land
available within Goldcorps mineral tenure for tailings disposal, mine waste
disposal, and mining-related infrastructure, such as the open pit, process
plant, workshops and offices. A skilled labour force is available in the region
where the Peñasquito mine is located and in the surrounding mining areas of
Mexico. Accommodation comprises a 1,900-bed camp with full dining, laundry and
recreational facilities. Fuel and supplies are sourced from nearby regional
centres such as Monterrey, Monclova, Saltillo and Zacatecas and imports from the
United States via Laredo.

Various baseline studies, with
respect to water, air, noise, wildlife, forest resources and waste and materials
have been completed. Environmental permits are required by various Mexican
Federal, state and municipal agencies, and are in place for project operations.
The initial project environmental impact assessment was authorized on December
18, 2006. This initial document was prepared based on a production rate of
50,000 tonnes per day. Additional impact assessments for extensions or
modifications to increase permitted capacity to 150,000 tonnes per day have been
filed and approved since 2008. Reviews of the environmental permitting, legal,
title, taxation, socio-economic, marketing and political factors and constraints
for the Peñasquito mine support the declaration of Mineral Reserves.

Capital and Operating Costs

Capital cost estimates are based
on the latest mine construction data and budgetary figures and quotes provided
by suppliers. Capital cost estimates include funding for infrastructure, mobile
equipment, development and permitting, and miscellaneous costs. Infrastructure
requirements were incorporated into the estimates as needed. Sustaining capital
costs reflect current price trends.

The pyrite leach plant project
was given Board approval in 2016 and commenced construction.

Area
    Life-of-Mine($ million)Mine Pre Stripping
    $1,180.7General Sustaining
    $1,225.3Growth (Pyrite
      Leach Plant)
    $402.4Total
    $2,808.4


Operating costs were estimated by
Goldcorps workforce and are based on the 2016 LOM budget. Labour cost
estimation is based on Goldcorps 2016 salary scale and fringe benefits in
force. Mining consumables are based on 2016 costs and contracts and the costs
for future operation consumables, such as mill reagents and grinding media are
based on recent supplier quotations.

Life-of-MineArea
    ($ per tonne)Process Plant (with Pyrite Leach)
    $8.65 per tonne milledProcess Plant (without Pyrite Leach)
    $6.92 per tonne milledGeneral & Administration
    $1.62 per tonne milledMining
    $2.26 per tonne of material mined


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Exploration, Development and Production

In 2017, exploration at the
Peñasquito Mine will continue to focus on defining near pit Mineral Resources
and selected regional targets. The skarn geological target below the current
Peñasquito open pit is on hold and remains a lower priority within the list of
local and regional targets. At the Peñasquito Mine, Goldcorps gold production
guidance for 2017 is expected to be 410,000 ounces.

Production Information

The following table summarizes
2009 to 2016 silver production (100% basis) from the Peñasquito mine:

|Oxides                      | Units | 2009      | 2010       | 2011       | 2012       | 2013       | 2014       | 2015       | 2016      
|--------------------------- | ----- | --------- | ---------- | ---------- | ---------- | ---------- | ---------- | ---------- | ----------
|Produced
      Payable Gold | (oz)  | 83,200    | 78,399     | 55,800     | 42,669     | 62,300     | 36,600     | 27,600     | 14,300    
|ProducedPayable Silver      | (oz)  | 2,600,000 | 3,006,262  | 1,891,000  | 1,420,300  | 1,684,100  | 931,600    | 642,200    | 274,600   
|Sulphides                   |       |           |            |            |            |            |            |            |           
|ProducedPayable Gold        | (oz)  |           | 89,800     | 198,300    | 368,594    | 341,500    | 531,200    | 832,700    | 449,900   
|Produced Payable Silver     | (oz)  |           | 10,946,400 | 17,154,500 | 22,284,558 | 20,763,300 | 24,875,500 | 25,284,300 | 17,627,700

SALOBO MINE, BRAZIL

The Company has filed a technical
report in accordance with NI 43-101 entitled Salobo Operations Para State,
Brazil NI 43-101 Technical Report with an effective date December 31, 2015 (the
Salobo Report). A copy of the Salobo Report is available under the Companys
profile on SEDAR at www.sedar.com.

The following description of the
Salobo mine has been prepared by the Company QPs, based, in part, upon
information disclosed in the Salobo Report and updated with information from the
Salobo mine operations after the effective date of the Salobo Report. The
Company QPs have approved the disclosure of scientific and technical information
in respect of the Salobo mine in this annual information form, including Salobo
mine site updates since the time of filing of the Salobo Report.

Property Description and Location

The Salobo mine is a copper-gold
deposit located approximately 90 kilometres northwest of Carajás, Pará State in
northern Brazil. Geographic coordinates for the property are 5°4725 S latitude
and 56°325 W longitude.

The Salobo mine comprises a
single claim and is permitted for mining copper and gold under National
Department of Mineral Production (DNPM) 807.426/74. The area of the property
is 9,180.61 hectares, as defined by Exploration Permit no. 1121, dated 14 July,
1987. Brazilian legislation separates the ownership of the surface rights from
mineral ownership. A mining company can operate a mine even if does not own the
surface, provided it owns the minerals. In this case it is necessary to pay a
royalty to the surface owner. The royalty is calculated as 50% of the CFEM
(Compensation for Financial Exploitation of Mineral Resources), which is paid to
the government. The mining concessions are updated every year on presentation by
Vale of the annual report of mining production to the DNPM.

Installation Licence No. 889/2012
for construction of the expansion to 24 Mt/a and Operating Licence No. 1096/2012
for the current operations were granted by the Brazilian Institute for
Environment and Renewable Resources (IBAMA) in November, 2012. Vale maintains
that it holds clear mineral title to the deposit areas and has the necessary
permits for operation of the mine.

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The actual Operating Licence was
renewed within the validity period; therefore, according to Brazilian laws, the
Licence is automatically renewed until the pronouncement of the government
responsible department.

Salobo has also other Operating
Licences regarding light and heavy vehicle fueling stations (No. 1035/2011 and
1081/2011, respectively) and the Parauapebas copper storage railroad station
(No. 6999/2012). The heavy vehicle fueling station Operating Licence is valid
until November 5, 2021. The light vehicle fueling stations (valid until June 20,
2016) and the Parauapebas copper storage railroad station (valid until August 9,
2016) were renewed within the validity period.

The Installation Licence for the
expansion of the feed stockpile from Salobo processing plant (No. 1046/2015)
valid until February 26, 2016 was renewed within the validity period.

The surface water capture and
discharge concession (No. 505/2014) was granted on March 27, 2016, and is valid
until October 23, 2026. The underground water capture concession for explosive
fabrication (No. 2519/2016) was granted on June 17, 2016, and valid until May
16, 2020.

The Salobo mine currently holds
all required permits to operate. The Salobo Operations have a robust control and
monitoring system to ensure that permits remain current, and to ensure that the
requirements of each permit are monitored to comply with the relevant regulatory
conditions imposed.

The mine site is connected via an
all-weather road network to the cities of Parauapebas (90 km), Marabá (240 km),
and the commercial airport at Carajás. The Carajás airport is capable of
accommodating large aircraft and is served by daily flights to Belém (Pará State
majors city) and other major Brazilian cities. Railroads link Carajás with the
port city of São Luis.

Accessibility, Climate, Local Resources, Infrastructure
and Physiography

The operations are located in the
Carajás mountain range in the eastern Amazon humid tropical rainforest.
Temperatures range from 20.8°C to 37.8°C with an average relative humidity of
80.5% . Mean annual rainfall is 1,920 mm and evaporation is 1,500 mm. Winds are
predominantly from the north and west. Mining operations are conducted
year-round.

Mining is the primary industry of
the area. As well as Salobo, Vale also operates the established Sossego copper
mine, located 136kilometre by road to the south of Salobo. Vale operates a very
large iron ore mine at Carajás.

Local housing is available for
employees within the communities surrounding the mine. There are adequate
schools, medical services and businesses to support the work force. The mine
site has medical facilities to handle emergencies. In addition, medical
facilities are available in Carajás to support the mines needs.

Vale has invested significantly
in infrastructure in Carajás, building a 130kilometre paved road to Parauapebas
and a 20kilometre sewage system, together with a school, hospital, and day care
centre.

Salobo is in the northwest of the
Carajás Reserve within the 190,000 ha Flona de TapirapéAquiri forest. The area
is heavily forested, and dominated by relatively dense trees with substantial
underbrush.

In the mine area the topography
is fairly steep, varying between 190 to 520 metres in elevation. The ridge where
the Salobo deposit is located has a nominal slope of 2.5H:1.0V. The site is
lower than the Carajás Ridge, which is 850 metres above sea level.

The two drainages on either side
of the Salobo Ridge are the Cinzento and Salobo Rivers which flow into the
Itacaiúnas River. The Itacaiúnas River flows into the Tocantins River close to
Marabá City. The long-term average unit runoff for the Project site is 13.5
L/s/km2.

Concentrate produced at the mine
is hauled by 40 tonne (gross weight) highway trucks 85 kilometres on the highway
to a rail-loading site located approximately ten kilometres north of the town of
Parauapebas. From there, it is transported by train 870 kilometres to Itaqui
port located near the coastal city of São Luís in the State of Maranhão.

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Electrical energy is supplied
from Tucuruí, a 8,370 megawatt hydroelectric generating station on the Tocantins
River, 200 kilometres north of Marabá, and 250 kilometres due north of
Parauapebas. An 87 kilometre overhead transmission line (230 kilovolts) supplies
the Salobo site. There is no ring feed.

Process make-up water comprises
runoff, direct precipitation and contribution from Igarape Mirim within the
tailings storage basin.

The Salobo tailings storage
facility (TSF), comprising an earth dam and concrete-lined spillway, was
designed for Vale by Brazilian engineering company BVP Engenharia to withstand a
one in 10,000 year event. The TSF, when completed to a height of 285 metres,
will have sufficient capacity to store tailings resulting from the planned 40
years of production. At present, work is underway to lift the impoundment from
170 metres above sea level to an intermediate design height of 220 metres above
sea level.

Environmental

Baseline environmental studies were completed as part of
mine permitting.

The mine site is within the
TapirapéAquiri National Forest, the access road crosses the Carajás National
Forest, and lies adjacent to the Igarapé Gelado Protected Area. As a requirement
of the mine installation licence, an agreement was signed between the Chico
Mendes Biodiversity Conservation Institute and Salobo to provide payment and
support towards management of the TapirapéAquiri National Forest. Ongoing
monitoring is conducted for flora and fauna in the mines area of influence.
Special monitoring programs are implemented as required in areas where
vegetation has to be cleared. Permanent wildlife monitoring sites are set up on
the Project access routes.

Waste characterization studies
were completed for ore, tailings, laterite, saprolite, transition and fresh
rock. Static acidbase (AB) accounting and non-acid generating (NAG) test work
concluded that all wastes were non-acid forming.

The Salobo mine has an
Environmental Control Plan that was formulated in 2003, which covers a number of
sub-plans that detail best practices and incorporate Brazilian legislation to
prevent and mitigate potential impacts and manage compliance. The Salobo mine is
located in a remote area, and there are no other significant sources of air and
noise emissions other than those arising from the mining operations.

Social

The Salobo mines area of
influence is located in the southeast Paraense mesoregion, in the municipalities
of Marabá and Parauapebas. These regions are considered to have moderate human
development indices for the level of health, education and living conditions,
based on data from 2000. The extractive industry accounts for 23.5% of the
economic activity in the state of Pará, with 17.9% other industrial activities,
52.0% services and 6.6% farming and ranching based on 2010 data (IBGE,
2013).

The Project is not located on
indigenous lands. The nearest indigenous lands include the river Tapirapé Tuere,
Trincheira Bacaja and Xicrin do Cateté, all located 25 kilometre or more from
the Project. The Xikrin indigenous peoples traditionally use the Project area
for food collection.

CVRD (a predecessor company to
Vale) signed an agreement with the Xicrin do Cateté indigenous community in 1989
(Convenio No. 453/89; FUNAI, 1989).

In 2001, a forest management
program was implemented between the indigenous communities and government
associations to sustainably harvest the forest in the Salobo mine area in a
manner that benefitted the indigenous community in capacity building and
financial resources.

Vale currently maintains a
Communication Plan that commits to continued communication with the local
indigenous to maintain community health and safety, cultural preservation,
transparency of activities and harmony between the workers and the indigenous
community. The terms of the Installation Licence require the company to allow
access for the Xikrin to continue with food collection from January to April
(Vale, 2012).

There are a number of social management
plans carried out by the Social Communications Department. The

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Environmental Compensation and Social Inclusion plan objectives
are to support sustainable development by capitalizing on the positive effects
of project development and minimizing the potential negative effects. In
addition, this plan is supported by a Social Communications program that
facilitates information exchange and works to improve relations between the Salobo mine and the diverse social segments of the surrounding communities.

An Environmental Education
program was developed between the Department of Environment and Sustainable
Development (DIAM), Vale Education and the municipality of Parauapebas. The
program seeks to spread the principles of sustainability recognized as
environmental, social and economic responsibility through educational activities
geared towards Vales employees and contractors and the surrounding community.
The program aims to strengthen and expand environmental education in the
municipal education program and the community.

History

The exploration division of CVRD
discovered copper mineralization in the Igarapé Salobo region in 1974, and
commenced detailed exploration in 1977. Work completed included stream sediment
sampling, reconnaissance exploration, and ground induced polarization (IP) and
magnetometer geophysical surveys. As a result, various targets were
identified.

In 1978, the 1974 Salobo
exploration targets were revisited and the presence of copper sulphides in an
outcrop of magnetite schists at the Salobo 3 Alfa target was noted. Drilling of
this target followed in conjunction with the development of two exploration
adits. The Salobo 3 Alfa target is now referred to as Salobo.

Drilling was initially conducted
on a 400 metres by 200 metres drill grid, subsequently reduced to 200 metres by
200 metres, and then to 200 metres by 100 metres. A total of 65 core drill holes
(29,322 metres) were drilled between March 1978 and May 1983.

A preliminary assessment of
potential Project economics was performed in 1981, based on an initial resource
estimate. The findings were encouraging, and the Carajás Copper Project team
submitted an Exploitation Economical Plan for the Salobo deposit to the DNPM in
June 1981.

A pilot-scale study was carried
out from 1985 to 1987 to further define the mineralization style and geometry.
This included additional drilling and an additional 1 kilometre of exploration
adits. The second drill campaign ran from January 1986 to June 1987, and reduced
the grid spacing in the core of the deposit to 100 metres by 100 metres.
Additional drilling was undertaken in the southeast of the deposit from the G-3
adit. This phase included 9,033 metres of diamond drilling from 60 drill holes.

The MME granted CVRD mining
rights in 1987 through Ordinance No. 1121. A prefeasibility study was completed
by Bechtel in 1988.

Salobo Metais S.A. was
incorporated on 29 June 1993 as a joint-venture vehicle between CVRD and Morro
Velho Mining (a subsidiary of Anglo American Brasil Ltda., AABL).

In 1993, the third drill campaign
was initiated. The primary objective was to investigate the best probable
location in the deposit in which to commence mining and to optimize the first
five years of production, as well as to investigate mineralized continuity at
depth. Between July 1993 and February 1994, a total of 65 drill holes (14,585 m)
were completed.

In 1997, the fourth drilling
campaign was conducted, resulting in 25,491 metres in 88 holes. Mineral
Resources Development Inc. (MRDI) audited the drilling information that year. A
feasibility study was undertaken by Minorco in 1998. This was subsequently
revised and updated by Kvaerner in 2001. Amec Foster Wheeler audited the
drilling, sampling, assaying and databases that supported the Kvaerner study in
2002.

In 2002, changes to the
Exploitation Economic Plan allowing Salobo Metais to extract silver and gold
were approved by DNPM. The original authorization had been for copper only.

In June 2002, the Brazilian
Council for Economic Defense (Conselho Administrativo de Defesa Econômica)
approved the acquisition by CVRD of the 50% of Salobo Metais that was held by
AABL. CVRD thus became the largest shareholder in Salobo Metais.

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The fifth drilling campaign
comprised 190 drill holes (66,243 m) drilled in 2002 and a further 2,047 metres
of drilling in 2003, during which some areas were drilled a little more densely
(50 metres x 50 metres), including the area around the G3 adit. The drilling was
followed by completion of the final feasibility study update by Fluor JPS in
2004.

The Salobo mine commenced
pre-stripping in 2009. Project ramp-up for Phase I of the Salobo Operations was
completed three years later and the first concentrate was shipped in September
2012. In December 2013, the plant processed 898,000 t of ore, which represented
90% of the Phase I nameplate capacity (1 Mt run-of-mine (ROM) per month). Phase
II, which doubled the nameplate capacity and was completed in 2014.

The past 12 months had the
following important changes at the Salobo Operations:

| |  | The production reconciliation process was modified to
      include the blasting polygon model as part of the grade control process                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The SMU (Selective Mining Unit) size was changed from 15
      x 15 x 15 m to 30 x 30 x 15 m                                                                                   
| |  | An additional 25% of the Salobo Au production was sold in
      a transaction with the Company (the Company now has rights to a total of
      75% of the Salobo gold produced)
| |  | The Cu and Au processing recovery curves were updated                                                                                                                          
| |  | In addition to the initial unit, three new SFR (Staged
      Flotation Reactor) flotation cells were installed in the processing plant                                         
| |  | A metallurgical sampling process was installed in the
      processing plant feed; and                                                                                         
| |  | Crusher weighing scales were installed.                                                                                                                                        

Geology and Mineralization

Regional Geology

The Carajás Mining District,
located in the southeast of Pará State, lies between the Xingu and
Tocantins/Araguaia Rivers, and covers an area of about 300 kilometre x 100
kilmetre. It is hosted in the Carajás Province, forming a sigmoidal-shaped,
westnorthwesteastsoutheast-trending late Archean basin.

The Archean basin contains a
basement assemblage that is dominated by granitetonalitic ortho-gneisses of the
Pium Complex, and amphibolite, gneisses and migmatites of the Xingu Complex. The
basement assemblage defines a broad, steeply dipping, eastwest-trending ductile
shear zone (Itacaiúnas shear zone) that experienced multiple episodes of
reactivation during the Archean and Paleoproterozoic.

The metamorphic rocks are cut by
Archean-age intrusions, including the calc-alkaline Plaquê Suite (2.73 Ga), and
the alkaline Salobo and Estrela granites (2.57 Ga and 2.76 Ga respectively).

The basement rocks are overlain
by volcanic and sedimentary rocks of the Itacaiúnas Supergroup (2.56 Ga to 2.77
Ga). The Itacaiúnas Supergroup is informally sub-divided as follows (oldest to
youngest):

| |  | The Igarapé Salobo Group: iron-rich sediments, quartzites
      and gneisses, metamorphosed to amphibolite facies; associated with
      coppergold and coppergoldsilver mineralization, e.g. Salobo                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                        
| |  | Igarapé Pojuca Group: basic to intermediate volcanic
      rocks (frequently with cordieriteanthophyllite alteration), amphibolites,
      gneisses and chemical sediments (cherts), banded iron formation (BIF), and
      chert; associated with copperzinc deposits, e.g. Pojuca. 
| |   |                                                                                                                                                                                                                                                                                        
| |  | Grão Pará Group: basal Parauapebas Formation, comprising
      bimodal volcanic rocks with various degrees of hydrothermal alteration,
      metamorphism and deformation; upper Carajás Formation, associated with
      various iron deposits, including all of the Carajás deposits.
| |   |                                                                                                                                                                                                                                                                                        
| |  | Igarapé Bahia Group: mafic volcanics (lavas, tuffs and
      breccias), meta-sediments and BIF, associated with copper, copperiron,
      coppergoldsilver deposits, e.g. Igarapé Bahia, Alemão/Bahia and Serra
      Pelada.                                                       

The Itacaiúnas Supergroup hosts
all the Carajás iron orecoppergold (IOCG) deposits, including Salobo and

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Sossego, and is thought to have been deposited in a marine rift
environment. The metamorphism and deformation has been attributed to the
development of a sinistral strike-slip ductile shear zone (the 2.7 Ga Itacaiúnas
Shear Zone) and to sinistral, ductilebrittle to brittle transcurrent fault
systems.

The Itacaiúnas Supergroup is
overlain by an extensive succession of Archean marine to fluvial sandstones and
siltstones known as the Rio Fresco Group or the Águas Claras Formation (2.68 Ga
to 2.78 Ga). The non-deformed, Proterozoic Gorotire Formation, consisting of
coarse arkoses and conglomerates with quartz, BIF, and basic rock clasts,
overlies the older lithological units (Matos da Costa, 2012).

A Proterozoic suite (1.88 Ga) of
anorogenic, alkaline granites, the Serra dos Carajás, the Cigano and the Pojuca
granites, as well as several generations of younger mafic dykes, cross-cut the
entire sequence.

Property Geology

Mineralization at the Salobo
deposit is hosted by upper-greenschist-to-lower-amphibolite-metamorphosed rocks
of the Igarapé Salobo Group. The group thickness varies from 300600 metres in
the Project area, and may be weathered to depths of 30100 m. The rocks strike
approximately N70°W and have a subvertical dip.

The major host units are biotite
(BDX) and magnetite schists (XMT). Granitic intrusions (GR) occur adjacent to
the north and southern sides of the BDX and XMT, and a series of much younger
diorite dykes (DB) cross-cut the mineralization forming barren zones (Figure
7-4). Lithological descriptions of the major units are as follows:

Magnetite Schist (XMT)

XMT is represented by massive,
foliated and banded rocks, with predominant magnetite, fayalite, grunerite,
almandine and secondary biotite. Granoblastic textures with polygonal contacts
in magnetite and fayalite are common. The presence of fayalite is marked by the
replacement of grunerite and greenalite and transformation into magnetite and
other sulphides. Iron-potassic alteration is common, creating schistosity in
biotite units.

The southeast portion of the
deposit hosts hastingsite, replaced partially by actinolite, grunerite and
sulphide minerals. Fluorite, apatite, graphite and uranium oxides are associated
with this assemblage, Fe-silicate minerals and alteration products of fayalite.

Garnet-Grunerite Schist (DGRX)

These are massive rocks with
local development of schistosity. The rocks with significant almandine and
grunerite content have isotropic texture or very few schistosity structures,
with nematoblastic and granoblastic texture. The main mineralogical composition
consists of almandine and cummingtonite-grunerite, with magnetite, hematite,
ilmenite, biotite, quartz, chlorite, tourmaline and subordinate allanite.
Fluorite and uraninite generally occur in veinlets related to stilpnomelane,
calcite and grunerite.

Biotite Schist (BDX)

This unit is the most common
lithology at Salobo and consists of medium to coarse-grained material with
anastomosed foliation. The mineral assembly is characterized by biotite
(responsible for the foliation observed within the rocks), garnet, quartz,
magnetite and chlorite. The assemblage with garnet, magnetite, grunerite and
biotite is partially replaced by a second generation of biotite and magnetite
with chlorite, K feldspar, quartz, hematite and sulphides. Tourmaline, apatite,
allanite, graphite and fluorite generally occur throughout this unit.

Feldspar-Chlorite Mylonite (ML)

The feldspar-chlorite-quartz
mylonite is characterized by mylonitic foliation, produced by the orientation of
rims of chloritized deformed biotite, hastingsite, elongated quartz and
saussuritized plagioclase (K-feldspar, epidote and muscovite alteration).
Porphyroblastic garnet is partially or totally replaced by chlorite and epidote.
Allanite and apatite generally occur throughout this lithology.

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Metavolcanic Basic (MTB)

This group of massive
coarse-grained rocks is characterized by Fe-hastingsite and/or hornblende and
plagioclase with chlorite alteration. It occurs irregularly in the system, but
is concordant with other lithotypes in abrupt contacts, probably hydrothermally
altered intrusive basic relicts within the package of volcanic rocks.

Quartz Mylonites (QML)

Quartz mylonites are grey or
white in colour, passing through green to red. Where present, Fe-oxides are
medium to fine grained, foliated and composed predominantly of quartz,
muscovite, sericite, sillimanite and chlorite. Accessories, such as biotite,
feldspar, magnetite, almandine, tourmaline, zircon and allanite are common. It
is possible to differentiate: (a) red quartz-feldspathic rocks formed by
K-feldspar and quartz and which may be a product of shearing between the
gneissic basement and the supracrustal rocks; and (b) chlorite schists, mainly
composed of chlorite and quartz, that represent intense hydrothermal alteration.
This unit is found near the southern border of the deposits, close to important
brittle shear zones, which may be interpreted as conduits for hydrothermal
fluids.

Old Salobo Granite (GR)

The Old Salobo Granite occurs as
a stockwork of approximately 2,573 ±2 million years old. The rocks appear
colorless-pink to grey, coarse grained and with mylonitization in some areas.
The main mineralogy is composed of K-feldspar (orthoclase-microcline),
oligoclase, quartz, augite, hornblende, chlorite and, rarely, magnetite. There
is no evidence of contact metamorphism with the host rocks. The mylonitic
aspects that appear both in granite and host rocks are likely to have formed
during the deformation phase.

Young Salobo Granite (GR)

The Young Salobo Granite occurs
as small northwest-trending sills, hosted by the supracrustal sequence and by
the gneisses of basement. It corresponds to the youngest granitic intrusion
detected by drilling in the Salobo area. In some porphyritic portions, the
matrix is aphanitic, containing a porphyry of red albite (Fe-oxide in
micro-fractures) and chlorite pseudomorphed by biotite. This mineral assemblage
is composed of fine to medium grained, equigranular, hypidiomorphic grains of
albite/oligoclase, orthoclase, quartz, chlorite, with minor epidote, zircon,
fluorite, magnetite, chalcopyrite and pyrite. Deformation was not observed and
the structure is isotropic. Age dating indicates an age of 1,880 ±80 million
years old.

Diabase (DB)

Diabase is located in southeast
of the deposit, striking at approximately N70°E, while in the northwest of the
deposit striking near to N20°W. The predominant minerals comprising the rock
type are augite, plagioclase, magnetite, ilmenite and quartz. The fine grained
diabase has an age of 553 ±32 million years old, while the more granular margins
are dated at 561 ±16 million years old. This unit represent the last magmatic
event of the area. The dykes are set within shear/fault lateral geometries to
(N70°E) and frontal geometries (N20°W), probably developed before the
intrusions, in a compressional regime modified by an extensive regime.

Rhyolite (RIO)

Rhyolite dykes are grey-reddish
in colour, porphyritic in texture within an aphanitic matrix. The majority are
composed of K-feldspars, plagioclase, quartz, amphibole in a matrix cut by
quartz veinlets. In drill holes the occurrence is rare or an ultimate phase.

The Salobo deposit is situated
within the Cinzento strike-slip system which has been described as a set of
Archean alignments that forms the Salobo transpressive duplex (or Salobo
sidewall rip-out). This system post-dates the formation of the Itacaiúnas shear
zone and was developed under ductilebrittle to brittle conditions.

The tectonic evolution of the
Salobo area includes sinistral, transpressive, ductile deformation that
developed under upper-amphibolite-facies conditions, followed by sinistral,
transtensive, ductilebrittle-to-brittle shear deformation.

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Shear zones are characterized by
a mylonitic, penetrative foliation that generates a compositional banding. Where
deformation is more intense, S-C foliations are parallel, and a lenticular
pattern develops.

The ductile deformation along the
Itacaiúnas shear zone, which has affected the basement rocks and rocks of the
Salobo Group, produced widespread, subvertical, northwestsoutheast schistosity,
which affects all lithologies in the deposit, except the Young Salobo Granite
and the diabase dykes.

The transtensive deformation
along the Cinzento strike-slip fault system reactivated old structures, and
formed a subparallel ductilebrittle shear zone in the northern part of the
deposit and a brittle shear zone in the south.

Brittleductile shear zone
deformation has resulted in lenticular-shaped ore shoots that characteristically
show close associations between copper mineralization and magnetite content.

Metamorphism

Two phases of metamorphism have
been recognized in the Project area:

| |  | Initial phase: associated with progressive
      amphibolite-facies metamorphism developed under ductile conditions of high
      temperature (650°C), low pressure (23 kbar), and oxygen
      fugacities of -20 and -18. This caused partial substitution of
      chalcopyrite by bornite and chalcocite, accompanied by intense
      K-metasomatism
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                          
| |  | Retrograde phase: developed under greenschist facies,
      with an average temperature of 340°C; characterized by intense
      chloritization and partial substitution of bornite by chalcocite.                                                                                                                                                       

Alteration

The Salobo hydrothermal system
has a core of massive magnetite that is surrounded by less intensely altered
rocks. Within the massive magnetite body there are small veins and irregular
masses of secondary biotite. Garnet is completely replaced by magnetite, forming
pseudomorphs. Away from the massive magnetite, the magnetite content gradually
diminishes, giving way to biotitegarnet schist and/or garnetgrunerite schist.
Alkali-metasomatism of the amphibolite facies rocks is expressed by weak sodium
with intense, superimposed potassium alteration (≤4.6 wt% of
K2O).

K-feldspar, biotite and
oligoclase are the main alteration minerals. A significant increase in the FeO
content (≤35 wt%) accompanied the potassium alteration in amphibolite, and was
marked by the replacement of calcium-amphibole (mostly magnesium-hornblende and
hastingsite) by ironmagnesium amphibole (cummingtonite), and by formation of
biotite and magnetite.

The chemistry of the meta-graywackes at the deposit indicates
that they also underwent significant iron and potassium alteration. Alteration
assemblages are characterized by almandine, garnet, biotite and grunerite,
subordinate tourmaline and minor magnetite. The better-mineralized zones,
located in the central part of the deposit, correspond to the most altered
areas.Mineralization

The sulphide mineralization
typically consists of assemblages of magnetitechalcopyritebornite and
magnetitebornitechalcocite. Accessory minerals include hematite, molybdenite,
ilmenite, uraninite, graphite, digenite, covellite, and sulphosalts.

The mineral assemblages can be
found in a number of styles: forming disseminations, stringers, stockworks,
massive accumulations, filling fractures, or in veins associated with local
concentrations of magnetite and/or garnet filling the cleavages of amphiboles
and platy minerals, and remobilized in shear zones.

There is a positive relationship
between copper minerals and magnetite. Copper content is typically >0.8% in
XMT and BIF, whereas in gneisses and schists it is <0.8% . A positive
correlation between copper content and uranium contents has also been
established.

Chalcopyrite, bornite, and
chalcocite occur interstitially to silicate minerals. These sulphide minerals
are commonly found filling cleavage planes of biotite and grunerite. Hematite is
rare, but in places it can reach as much as 4% by volume. It exhibits tabular
textures (specularite), with infilling bornite, and partial replacement by
magnetite.

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Native Au occurs as grains
smaller than 10 μm in cobaltite, safflorite, magnetite and copper sulphides, or
interstitial to magnetite and chalcopyrite grains. Native Au grains contain up
to 10 wt% Cu, with subordinate silver, arsenic, and iron.

Molybdenite occurs interstitial
to magnetite, and shows cleavage planes filled with chalcopyrite and bornite. In
mylonitic samples, molybdenite forms kinked stringers.

Magnetite occurs mainly as
idiomorphic to sub-idiomorphic grains, interstitial to silicate minerals or in
fractures, or forms bands in mylonitic rocks.

The gangue minerals are almandine
garnet, grunerite, and tourmaline, reflecting the intense iron-metasomatism.
Minor amounts of fayalite and hastingsite are pseudomorphed by grunerite and
magnetite. Tourmaline, with a dominant schörlitic (black-tourmaline)
composition, occurs as idiomorphic crystals preferentially oriented parallel to
mylonitic foliation, in association with biotite, garnet and grunerite.
Ilmenite, uraninite, allanite, fluorite and apatite occur as accessory
minerals.

Biotite sub-idiomorphic crystals,
commonly kinked, are associated with potassic alteration, and spatially related
to the coppergold mineralization. Uraninite and zircon inclusions may be
locally abundant in biotite.

Quartz is associated with biotite
in ore-grade samples, and forms concordant veins within the host rocks.

Textural relationships indicate
that mineralization was developed firstly as an oxide stage, with a second,
subsequent, sulphide stage.

Exploration

The discovery of the Salobo
copper deposit occurred during a systematic program of geochemical, geophysical
and geological exploration in the Carajás region, initiated by CVRD/Docegeo in
1974.

In 1977 a program of detailed
geological and geochemical work explored magnetic anomalies existing in the
basin of Igarapé Salobo (Salobo stream). Anomalies of up to 2,700 parts per
million copper were detected in stream sediments collected from tributaries of
Igarapé Salobo. These anomalies lead to the development of detailed work in the
area, involving geological, geochemical and geophysical prospecting. In 1978,
exploration revealed the presence of copper sulphides associated with magnetic
schist and the first phase of several drilling programs was initiated.

The primary method employed in
the exploration and evaluation of the Salobo deposit is diamond core drilling,
details of which are presented below.

Drilling

Core drilling commenced in 1978
and was conducted through to 2003 in five different drilling campaigns, for a
total of 416 holes (146,674 metres) completed for exploration purposes, and an
additional 14 drill holes (7,590 metres) for geotechnical purposes. Most drill
holes were vertical or oriented to the southsouthwest, the latter with dips
usually ranging from 60° to 70°. However, one campaign included holes with a
northnorthwest orientation and similar dips. Various holes were also drilled
from an adit. No core drilling has occurred since 2003. Blastholes have been
drilled since 2009; however, are only used for short-term mine planning
purposes. The following table summarizes the drilling campaigns completed on the
Salobo mine.

**Total****Meterage**
    Percentage ofCampaign/Period
    Purpose
    Drill Hole ID
    **Drilled**
    Total Exploration Drilling(%)**(m)**1978
    Exploration
    SAL-2ALF-FD001 toSAL-3ALF-FD 065
    29,275
    201986
    Exploration
    SAL-SALF-FD066 to SAL-3ALF-FD 125
    9,033
    6


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1993
    Exploration
    SAL-3ALF-FD126 to SAL-3ALF-FD 189
    14,585
    101997
    Exploration
    SAL-3ALF-FD190 to SAL-3ALF-FD 277
    25,491
    172002
    Exploration
    SAL-3ALF-FD278 to SAL-3ALF-FD 410
    66,243
    452003
    Exploration
    SAL-3ALF-FD411 to SAL-3ALF-FD 416
    2,047
    1Total
      exploration
    
    416
    146,6741997
    Geotechnical
    SAL-3ALF-FG001 to SAL-3ALF-FG 007
    3,8472003
    Geotechnical
    SAL-3ALF-FG008 to SAL-3ALF-FG 013
    3,7432004
    Geotechnical
    SAL-3ALF-FG014Total
      geotechnical
    
    14
    7,590Total
      drilling
    
    
    154,264


Note: Drill hole SAL-3ALF-FG014 was drilled for geotechnical
purposes only, and was not sampled.

The drill core was collected,
placed in boxes, and delivered by the drilling contractor to the core
logging/storage area, where geological and geotechnical logging was carried out.
Geologists recorded the major code for lithology, alteration, mineralization,
and textural characteristic of each 1 metre interval, with 10 centimetres as the
definition unit. Geological contacts were logged with higher precision.

Drill collar coordinates were
recorded. Collar verification was completed by plotting drill hole locations on
plan and in cross-section and comparing with the topographic surface. Current
collar surveying of grade-control holes is conducted by company surveyors using
high-precision, differential global positioning system (GPS) equipment. Downhole
surveys were performed at 3 m intervals downhole, using Reflex DDI (dip and
direction pointer), Maxibor Reflex, and gyroscopic instruments.

Due to the sub-vertical
orientation of the mineralized zones, the drill holes intersected them at low
angles. As a result the mineralized thickness observed in drill holes does not
correspond to the true thickness, which should be determined on a case-by-case
basis. The true thickness is significantly smaller than the intersected
thickness in most cases.

The quantity and quality of the
lithological, geotechnical, collar and downhole survey data collected in the
exploration and infill drill programs during the 1997 and later campaigns are
sufficient to support Mineral Resource and Mineral Reserve estimation.

Exploration core sample intervals
averaged 1 m in mineralized zones, and between 2 m and 4 m in barren zones. One
half was bagged and submitted to the mine laboratory for analysis, and the
remaining half was retained as backup in the same original boxes.

Blastholes are currently drilled
on a 5 metre x 5 metre (or 5 metre x 7 metre) grid and are channel sampled. All
blastholes located in ore zones are sampled; however, as the blasthole reaches
the barren zones, the proportion of sampled holes decreases to include only
those holes in the mineralized envelope.

The density determination
methodology consisted of the water-displacement method. Specific gravity (SG)
was measured on approximately 79,000 samples collected across the entire
deposit.

Sample Preparation and Analysis

Legacy

During the 1978 campaign, samples
were assayed at the Docegeo laboratory in Belém, Pará, and at the SUTEC
laboratory in Santa Luzia, Minas Gerais. Copper was assayed on 0.5 g aliquots by
multi-acid digestion and atomic

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absorption spectroscopy (AAS). Iron, molybdenum, and silver
were also determined using this method. Gold was assayed by aqua regia leaching,
with solvent extraction (MIBX) and AAS determination.

During the 1986 campaign, CVRD
assayed the samples at the Docegeo laboratory in Belém and at the pilot plant
laboratory on the mine site, using the same analytical methods as in the
previous campaign.

During the 1993 campaign, SML
used the Mineração Morro Velho (MMV) laboratory. Copper was again assayed with
multi-acid digestion and AAS reading on 0.5 g aliquots (0.002% detection limit),
and gold was determined using the fire-assay method with gravimetric finish on
100 g aliquots (0.05 g/t detection limit). In addition, samples were assayed for
sulphur and carbon by LECO, and fluorine by alkaline fusion with sodium
carbonate and potassium nitrate, followed by ion-selective electrode
determination. SMSA used the same analytical procedures during the 1997
campaign.

In the early stages of the
exploration program platinum, palladium, nickel, molybdenum and uranium were
also analyzed; however, these elements were later excluded from the analytical
package.

CVRD (2002-2003)

Sample preparation was conducted
by Lakefield/Geosol laboratory at a local facility built at the Project site.

Samples were later assayed at
Lakefield Geosol for gold (FA on 20 g aliquots with AAS finish), copper, silver
and fluorine (multi-acid digestion on 0.5 g aliquots and AAS determination).
Samples were also assayed by ACME for other elements. Routine chemical analysis
was by atomic absorption spectrometry (AAS) for copper, silver and fluorine (on
a 0.5 g aliquots and multi-acid digestion), while gold was assayed by FA with
AAS finish on 20 g aliquots. Sample rejects are currently kept stored at the
mine core shack.

Quality Assurance and Quality Control

The quality control (QC) program
implemented at the Salobo mine varied considerably over time, depending on the
primary analytical laboratory used for assaying.

*Legacy*

During the 1986 campaign, 402
samples were resubmitted to alternative laboratories for external checks as
follows:

| |  | Geosol acted as secondary laboratory for the
      Docegeo laboratory for copper and gold assays
| | - | ------------------------------------------------------------------------------------------------
| |  | The pilot plant laboratory acted as secondary
      laboratory for Docegeo on copper assays     
| |  | Docegeo acted as secondary laboratory for the
      pilot plant laboratory for gold assays.     

Results on Cu assays indicated
good correlation between the three laboratories; however, poor correlation was
obtained between Geosol and Docegeo on the gold assays.

During the 1993 campaign, the QC
program included external checks of 5% of the samples at the Nomos laboratory
(for Cu) and at Fazenda Brasileira (for Au), using the FA method. In total,
copper checks were conducted on 664 samples, and gold checks on 2,168 samples.
For both elements, the correlation between laboratories was assessed as good.

During 1997, SMSA implemented a
QC program consisting of the insertion of 574 coarse duplicates and 14 reference
materials (RMs), and the submission of 750 check samples to the Label laboratory
for external checks.

Amec Foster Wheeler did not have
access to the data; however, De Souza and Vieira (1998) concluded that the
duplicates indicated good reproducibility. However, De Souza and Vieira (1998)
did not comment on any results from other checks that may have been conducted.

Initially, the Salobo mine
assigned the responsibility on the insertion of QC samples (standards, blanks
and duplicates) to the laboratory. Due to the lack of appropriate QC results for
the drilling campaigns prior to 2002, a re-assay campaign was initiated to
validate the available analytical data.

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Consequently, in the absence of
robust QC data, and in an attempt to validate the results related to campaigns
before 2002, a total of 51,768 of the original 75,577 samples drilled prior to
2002 were re-assayed to corroborate the original results.

The re-analysis considered pulps
and coarse rejects material whenever possible; however, they are not identified
separately as repeats or duplicates in order to evaluate precision and sample
preparation respectively. Vale concluded that the external assay check review
revealed bias for copper and gold assay results obtained by Nomos and Gamik
laboratories. Based on the results obtained, Vale applied an adjustment factor
to original sample grades.

In-house RM samples used at
Salobo during the 20022003 campaign (a total of nine) were derived from both
the sulphide and oxide mineralization and incorporate a significant spread in
the copper and gold grades. The recommended values for RMs were established from
a set of analytical results provided by three laboratories (the former Bondar
Clegg laboratory, Gamik and Lakefield/Geosol). Each laboratory analyzed 10
aliquots of each RM.

Two internal RM samples were also
prepared; however, they became available only at the end of the drilling
program. As a result, a total of 1,500 samples from the 20022003 drilling
program were selected for re-assaying (lote especial) in order to validate the
20022003 assay data. A total of 76 samples of Project-derived RMs were randomly
inserted in the lot (5% frequency).

Amec Foster Wheeler reviewed the
lote especial QC data reported by CVRD (2003), and concluded that Cu and Au
check assays did not reveal significant biases, and that precision was within
acceptable limits. Blanks did not show significant contamination during
preparation. Bongarcon (2003) also reviewed the 20022003 QC data, and concluded
similarly that the lote especial assays validated the 20022003 data for use in
Mineral Resource estimation.

*Current Quality Control*

A QC program has been implemented
to monitor blast-hole sampling quality. This program includes the insertion of
5% twin samples, 5% field duplicates (Jones splits of the same original sample
that are assayed separately) and 5% RMs.

Amec Foster Wheeler reviewed
partial QC data from January to June 2014 (Vale, 2014), and April to June 2015
(Vale, 2015) and observed that sampling precision for copper is within
acceptable limits. Control plots for two copper RMs (with 0.424% Cu and 0.981%
Cu) also indicate that accuracy is within control limits. No data were available
for gold or other elements.

Sample Security

All drill core was brought from
the drill site at the end of shift, and stored in a purpose built logging and
storage facility.

Core underwent a standard logging
procedure before being sawn at the adjacent diamond saw building. Mineralized
sample boxes were returned to the storage facility where they are kept under
lock and key. The core storage and logging facility was kept locked when
unoccupied. Unshipped samples were also stored in a secure facility at the same
location.

No pulps or rejects are currently
routinely kept by the geologists, and the laboratory discards the rejects if
they are not specifically requested.

Mineral Reserve and Mineral Resource Estimates

Geological logging and results
from sampling from 416 diamond drill holes totaling 146,645 metres were used as
the basis for preparation of three dimensional (3D) models of lithology,
mineralization envelopes, grades and density.

No diamond drilling was completed
in 2016. The last diamond drilling campaign at the Salobo Operations was
executed in 2010 (two drill holes). Since then all updates of the long-range
mineral resource model are based on the short-range production reconciliation
results. Blasthole information is used to update long-range geological model
contours in the mined-out zone.

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A major review of the mineral
resource model was carried out in 2016 including a detailed assessment of the
mineral resource estimate and procedures, ensuring that applied method complies
with industry best practices.

The Mineral Resource estimate was
prepared by Vale staff. Three dimensional solid models of the lithology and
copper grade shells were constructed, and compositing, exploratory data analysis
including variography, interpolation, statistical validation and classification
were completed. Visual validation of the resulting model was performed. The
estimated elements in the model, using an ordinary krige (OK) estimator, are
total copper, gold, silver, fluorine, carbon, molybdenum, sulphur, uranium, and
density.

The mine plan is based on
Measured and Indicated Mineral Resources. The life of mine (LOM) planning
process uses previous actual availabilities, utilizations and cost as a
reference to initially develop a five-year plan, which is then updated and used
as the basis for the pit optimization and LOMP.

In 2015, a planned dilution study
was completed for the Selective Mining Unit (SMU) dimensions. The study
considered the differences between the distribution of all blasting polygons
since the beginning of the operation and the SMU grade distribution considered
in the mining plans. It concluded that the dilution factor is not constant for
all grade ranges and for all polygon sizes. This not constant dilution, which is
a function of the grade, location, and production rate, led to the change of the
Salobo long and short-ranges SMU sizes. The SMU was changed from 15 x 15 x 15 m
to 30 x 30 x 15 m and reconciliation results demonstrate a better fit from
estimation models to operational distributions than using a constant dilution
factor.

The impact of the SMU change was
seen in the 2016 reconciliation data. The grades between the models are very
well aligned for all grade classes (low, medium, and high grade). There is very
low variability in the comparison of the grades between the long and short-range
models, polygon model, and mining and processing plant data. There has been
considerable improvement in the grade reconciliation with the implementation of
the SMU change.

The Salobo 2016 mine plans also
assumed a global mining unplanned dilution of 3%.

In 2016, a Revenue Factor for
defining mineral resources adjacent to the pit outline was also implemented,
resulting in an increase to the inferred mineral resources.

The current Mineral Reserve
estimates are based on the most current knowledge, permit status and engineering
and operational constraints. Mineral Reserves have been estimated using standard
practices for the industry, and conform to the 2014 CIM Definition
Standards.

See Technical Information
Summary of Mineral Reserves and Mineral Resources for the estimated
Mineral Reserves and Mineral Resources (gold only, 75% attributable) for the
Salobo mine as of December 31, 2016.

Mining Operations

The Mineral Reserve at the Salobo
mine is being extracted using conventional open pit mining methods consisting of
shovels, trucks and drills as the major mining equipment. Pre-stripping of the
site has been completed and production ramped up to 12 million tonnes per year
by 2014 and the plant is currently operating at full capacity of 24 million
tonnes per year and is designed to operate 365 days per year at 90%
availability.

A 0.253% CuEq grade was used as
the marginal cut-off for the initial reserve pit design.

In order to maximize the net
present value (NPV), a procedure of decreasing cut-off grades has been
developed, targeting the higher grades to feed the plant during operation.

During mining, initially only
high-grade ore will be delivered to the plant. Medium-grade (0.60 to 0.85% CuEq)
ore will be delivered either to the plant or to the stockpile. The cut-off
varies year by year and depends how much high-grade ore is available, and any
shortfall will be supplemented with medium-grade ore, which is already
considered in the life-of-mine plan (LOMP) and any other, more detailed
planning. The medium-grade ore, not used as plant feed, will be stockpiled
together with low-grade ore (0.253 to 0.60% CuEq) for later plant feed. There is
no physical separation between medium- and low- grade ore on the stockpile and
these two ore categories are stockpiled together.

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Mining at the Salobo Operations
utilizes standard open pit methods with drilling and blasting, loading and
hauling, using 15 metre benches in rock and 8 metre loading benches in
saprolites.

Production drilling is done using
Atlas Copco Pit Viper 351 and BE 49R drills, both with 12 1⁄2 inch drill bits. The
drill pattern varies depending on ore or waste. Smaller drills are used for
pre-splitting and pit wall control.

Electrical cable shovels with 220
tonne and 327 tonne trucks are used for bulk mining; hydraulic shovels, and 220
tonne trucks are used in the saprolites with soft ground conditions and
occasionally at pit bottoms to improve selectivity.

Recovery Methods

The process flowsheet has evolved
through the various study phases of the Project, incorporating the additional
knowledge gained from metallurgical testwork and the relative importance of the
identified lithologies in the Mineral Resource and Mineral Reserve estimates. In
particular, the following stages of Project development contributed to the
evolution of the retained flowsheet.

| |  | The CVRD and Anglo American testwork program, from
      19861987, provided the basis for a prefeasibility study completed by
      Bechtel in 1988. At this stage, fluorine contamination of the concentrate
      was recognized                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The SMSA testwork program, culminating in a pilot plant
      campaign at the CRC, performed between 1993 and 1998, provided additional
      data for a final feasibility study completed by Bechtel                                                                                                                      
| |  | Locked-cycle flotation tests, flotation variability, and
      grinding studies, completed in 2003 and 2004, were used by Fluor Daniel to
      complete a second feasibility study in 2004, which evaluated production
      scenarios at 12 M/ta and 24 Mt/a.                                                            
| |  | A trade-off study using high-pressure grinding rolls
      (HPGR) for tertiary crushing as an alternative to conventional
      semi-autogenous grinding (SAG), conducted from 20052006. The data thus
      collected were used by Kvaerner to prepare a trade-off study, from which
      the HPGR approach was adopted.

HPGR were retained instead of SAG
mills because of the high magnetite (and copper) content of critical-size
pebbles that would have been removed with the magnet protecting the pebble
crushers, and therefore requiring additional re-handling (per Vales experience
at Sossego). In addition, the relatively high ore hardness and its expected
variability as different mixtures of ore lithologies are introduced as plant
feed, would have caused high-frequency variability in plant throughput in a
typical SAG millball millpebble crusher (SABC) circuit.

Phase I of the Salobo plant
(Salobo I) was designed to process 12 Mt/a of ore, to produce approximately 100
kilotonnes of copper-in-concentrate annually. Production commenced in June,
2012.

The Salobo II plant permitted a
doubling of the nominal plant throughput, to 24 Mt/a, with an annualized
copper-in-concentrate production of approximately 200 kilotonnes. The Salobo II
plant was commissioned in June 2014 and is basically a mirror-image of Salobo I,
i.e. essentially two identical, parallel, production lines.

Salobo I was designed to operate
365 days per year, 24 hours per day and with a targeted 90% of actual operating
time, accounting for availability and utilization. Salobo II started operation
in June 2014 and is designed for a targeted up-time of 90%.

Apart from the inclusion of HPGR
for tertiary crushing duty, ahead of ball milling, the circuit is conventional,
but with the flotation cleaning circuit making extensive use of flotation
columns, to reduce entrainment of F-bearing non-sulphide gangue minerals such as
fluorite and biotite.

The whole plant is extensively
instrumented. All signals are provided to a distributed control system (DCS),
allowing for the remote activation and stoppage of equipment, as well as the
monitoring of the status of process equipment and of the metallurgical
performance of the plant. A manned control room is used to implement changes to
the circuit, with the instructions relayed from floor supervisors via radio.

Run-of-mine ore at 2.5 metre top
size is hauled in 220 tonne trucks and crushed in one of two 60 x 89 primary
gyratory crusher (600 kW motor), rated for 1,826 t/h each, to a product size
distribution with 80% of the mass passing 152 mm while operated with an
open-side setting (OSS) of 140 mm. The dump pocket capacity is equivalent to the
volume of

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2.5 trucks. Primary crushed ore is conveyed to a common crushed
ore stockpile which has a live capacity of approximately 24,800 tonne and a
total capacity of 73,400 tonne.

Four coarse ore stockpile reclaim
feeders are used to feed onto the primary screen feed conveyor which feeds two
operating double-deck vibrating screens. The screens have a 100 mm aperture top
deck and 55 mm aperture bottom deck to yield and underflow product sizing of 80%
passing 38 mm. Screen oversize is crushed in two MP-1000 cone crushers (746 kW
motors) in a standard closed circuit. A third screen and crusher were added to
the original two units with the Salobo II plant. These units are typically on
stand-by.

Secondary-crushed product is then
conveyed in a 2 kilometre long pipe conveyor running at a speed of 2.5 m/s to
the secondary crushed ore stockpile. This stockpile has a total capacity of
approximately 171,000 t and a live capacity of about 75,000 t.

Two parallel lines of four
operating reclaim feeders each are then used to reclaim the crushed ore and
deliver it to the HPGR circuit via the two stockpile reclaim conveyors merging
into a single line of transfer conveyors leading to the HPGR silos feed
conveyor, equipped with a shuttle head. This unit delivers ore into one of four
concrete silos, providing approximately 20 min of surge at nominal capacity. A
reversible feed belt conveyor and feed belt feeders then feed each of the four
HPGR units.

Each HPGR unit has a drum 2.0
metre diameter by 1.5 metre wide. The maximum feed size is 55 mm and the HPGR
product is exhibiting 80% passing 17 mm while operating with a 40 mm gap and at
150 bars of hydraulic pressure applied to the floating roll. The crushed HPGR
product is discharged via the product collection conveyor and is then screened
at 8 mm on the bottom deck of banana screens, with the top deck aperture set at
15 mm. There are a total of eight operating screens, with half dedicated to the
HPGR of either Salobo I or Salobo II. The screen undersize, at 80% passing 6 mm,
discharges directly into one dedicated ball mill discharge sump. The screen
oversize is recirculated back via the screen oversize collection conveyor to the
HPGR silos feed conveyor for further crushing. The circulating load is typically
110% around this circuit.

Slurry in the ball mill discharge
sump is pumped to a battery of ten 660 mm hydrocyclones, of which seven are
typically operating. Hydrocyclone underflow is fed by gravity to an overflow
ball mill of 7.9 metres diameter by 12.2 metres long, equipped with a 17 MW
gearless motor. There are four ball mills operating in closed circuit, each with
a dedicated hydrocyclone cluster. Ball mill discharge feeds into the discharge
sump for recirculation to the hydrocyclones. The design grinding circuit product
is set at 80% passing 106 μm. Hydrocyclone overflow advances to the Rougher 1
flotation circuit at 45% solids by weight. The ball mills were designed to
operate at a 3035% ball charge using 76 mm diameter steel balls and with a
circulating load of approximately 300%. These conditions were adjusted by the
operations, now showing use of a 30% ball charge. Under these conditions, 15 MW
are drawn from the mill motors. A higher ball charge would reportedly require
the addition of a retainer ring at the mill discharge. The circulating load is
about 200%.

The flotation circuit is of
conventional design but the cleaning circuit is making extensive use of column
flotation, in order to improve rejection of gangue contaminants carrying
fluorine values. Lime is added at the front end of the circuit to raise the pH
to about 10. Addition of NaHS previously was made ahead of roughing so as to
clean the surfaces of the bornite and increase its recovery. PAX and a
dithiophosphate are used as the primary and secondary collectors, respectively.
Frothing is provided by propylene glycol and methyl isobutyl carbinol (MIBC).

Rougher 1 (e.g. rougher)
flotation is carried out in four parallel lines (one for each ball mill) of two
cells each. The cells are mechanically agitated units of 200 m3
capacity, providing six minutes of design retention time. The Rougher 1
concentrate advances to the cleaning circuit. The Rougher 1 tailings advance to
the Rougher 2 (scavenger) circuit consisting of four lines, with each line
containing six mechanically-agitated 200 m3 cells, for a nominal
retention time of 39 min. The SFR flotation cells are installed at the end of
the Rougher 2 circuit, one SFR for each of the four lines.

Rougher 2 tailings gravitate to the TSF, while the concentrate
advances to the regrinding circuit.

The cleaning circuit is divided
into three upgrading stages and closed by a cleanerscavenger bank of
conventional agitated cells. The arrangement of each upgrading stage is typical,
whereas the concentrate of one stage advances to the next one and the tailings
are moved back to the previous stage. Exceptions are found with the Cleaner 1
tailings, proceeding to the cleanerscavenger and Cleaner 3 concentrate, which
is the final concentrate.

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The Cleaner 1 circuit consists of
16 column cells, each 6 metres diameter x 14 metres height, arranged in four
lines of four cells each. Design residence time is 39 min. The Cleaner 1 columns
are fitted with a Microcel sparging system, introducing flotation air to
recirculated slurry pumped through static mixers. All of the other columns only
use more standard air spargers.

The concentrate from the Cleaner
1 circuit advances to the Cleaner 2 circuit, consisting of eight cells, in four
lines of two columns each, of 4.3 metres diameter x 14 metres height, for a
design retention time of 34 min. Concentrate from the Cleaner 2 circuit advances
to the Cleaner 3 circuit, consisting of four cells, in four lines of one cell
each, each column 4.3 metres diameter x 14 metres height for a design retention
time of 39 min.

The tailings of Cleaner 1 are fed
into the cleanerscavenger section, made of four lines of four 200 m3
agitated cells each. The tailings of this stage join the Rougher 2 tailings to
form the complete plant tailings stream, directed by gravity to the TSF. The
cleanerscavenger concentrate is combined with the Rougher 2 concentrate and
undergoes regrinding in one of four vertical mills fitted with 1.1 MW motors.
These mills, filled with 20 mm diameter steel grinding media, are operated in
closed-circuit with one dedicated cyclone cluster per mill, ensuring a
regrinding circuit product at 80% passing 20 μm.

The final concentrate exiting
Cleaner 3 is pumped to one of two 15 metres diameter high-capacity thickener,
producing an underflow slurry at 65% solids. This slurry is transferred to a
surge tank ahead of the concentrate filters.

The concentrate is dewatered
further through the use of four pressure filters, each with a horizontal frame
holding 50 plates of 1,500 mm x 1,500 mm. A typical filtration cycle lasts 18
minutes. The filtered concentrate has a residual moisture content of about 11%.
It is stockpiled below the filters in a covered concentrate storage area holding
6,000 t.

Concentrate is reclaimed by
front-end loader and loaded into trucks at a nominal rate of 1,500 wet metric
tonnes per day. The concentrate is weighed to about 27 wmt in the trucks using a
static scale and delivered to a rail spur storage area at the town of
Parauapebas, some 94 kilometre away. The warehouse can hold 16 kilotonnes of
concentrate, allowing for blending when required. The concentrate is reclaimed
by front-end loader and loaded into 8090 wmt railcars carrying it to the port
of Itaqui, in São Luís, in trains of 100 railcars. The concentrate is stored
there in an enclosure with a capacity of 50 kilotonnes, while awaiting loading
into boats at a rate of 1,100 wmt/h. Sampling of the concentrate is carried out
at the Port of Itaqui, in lots of 500 wmt, when the material is reclaimed by
loader and placed on the conveyor system feeding it into ships. Shipment weights
can vary from 13 kilotonnes to 45 kilotonnes, with two to three shipments
completed per month.

The combined flotation circuit
tailings (Rougher 2 and cleanerscavenger tailings) flow by gravity from the
plant to the TSF, located directly north of the processing plant. Tailings are
dumped from a single-point discharge and create a beach on the south side of the
dam. Over the mine life, several phases of dam raising with mine waste will be
required to provide the required storage volume. Vertical pumps installed on
pontoons pump recycled tailings water back to the process plant, accounting for
over 95% of the total process water requirements.

Changes and accomplishments at
the Salobo processing plant in 2016 include the following:

| |  | Four SFR flotation cells are now installed at the
      processing plant for processing reject from the rougher stage, resulting
      in an increase of 0.5% in Cu metallurgical recovery.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The flotation reagents (frother and collectors) were
      changed, generating a reduction of 20% in reagent consumption.                                                                  
| |  | The use of sodium hydrosulfide was eliminated from the
      concentration process due to improved pH control, removing all the
      associated risks related to its use.                 
| |  | The reagent preparation process was optimized resulting
      in a 50% reduction in fresh water consumption and increasing from 97% to
      99% the reuse of water.                       
| |  | The Cu and Au recovery curves were updated based on 2015
      operational results. The updated curves will be reviewed in 2017.                                                           

A geometallurgical process was
established as a routine process in 2016 with actions applied as follows:

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [85]

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| |  | Short-term analyses are currently being executed for
      copper, gold, and deleterious variables two months in advance of
      production blasting polygons. This is providing improved information for
      the short-range block model estimation process, increasing its
      predictability.                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The estimated Cu and Au recoveries in the advanced
      short-range samples are being estimated through laboratory bench analysis,
      which includes X-ray diffraction techniques for mineral identification.                                                                                                                        
| |  | Tags are being inserted in the blasting process for
      tracking purposes in order to understand the differences between the
      samples estimated recovery and processing plant actual recovery. The tags
      are detected at specific points in the processing plant.                                                            
| |  | A weekly meeting is held with specific operational teams
      to discuss the next-week plan. This includes mineralogical and
      lithological information from the geometallurgical analyses. This allows
      improved communication to the processing plant in advance of the
      production that will be fed in the coming week.

Production Information

Capital and Operating Costs

The Salobo Project expansion
(Salobo II, plant expansion for 24 Mt/a) construction was completed in 2014. A
total of $1.04 M in growth capital remains to be spent in claims with
contractors.

A total of $509.2M will be
invested in the 5 year plan for mine and processing plant improvement and
upgrades (equipment, materials, spare parts, etc.), health, safety, and
environmental sustaining expenditures relating to dam works.

A total of $1,928M will be spent
over the LOM, of which $1,673M will be between 2016 and 2044, when the mine is
in full operation and $255 million from 2045 to 2065, when stockpile low-grade
material is being fed to the plant. A major part of the sustaining capital cost
is required for the replacement of mining equipment.

Annual operating costs increased
by approximately $22 M in the actual 2016 LOM compared to the 2015 LOM. Most of
this increase is due to maintenance of mine equipment and diesel and energy
prices. Changes in foreign exchange rates also affected the LOM year-on-year.

Mining costs over the LOM are
estimated at an average $8.86/t of dry ore. Process costs are $9.33/t dry ore.
Additional operating costs include, on a US$ per dry ore tonne basis, $0.45 for
logistics, $0.86 for general and administrative (G&A) charges, $0.51 of
corporate overhead charges and other expenses of $0.14.

Gold Production

The following table summarizes
2012 to 2016 gold production (100% basis) from the Salobo mine.

Tonnage
    Feed Grades
    ConcentrateYear
    
    Cu
    Au
    Tonnage
    Cu
    Au(kt)
    (%)
    (g/t)
    (t)
    (%)
    (g/t)2012
    1,823
    1.13
    0.74
    32,231
    40.8
    20.422013
    7,366
    1.09
    0.76
    165,471
    39.4
    21.922014
    12,474
    0.97
    0.62
    255,511
    38.5
    19.512015
    20,290
    0.88
    0.57
    402,592
    38.6
    19.412016
    21,401
    0.94
    0.67
    445,238
    39.5
    22.18


SILVER WHEATON 2016 ANNUAL INFORMATION FORM [86]

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DIVIDENDS

Silver Wheaton paid a total of $0.21 per Common Share in dividends in 2016.


On May 10, 2013, the Company
announced that it had amended its dividend policy so that the quarterly dividend
per Common Share was to be equal to 20% of the average cash generated by
operating activities in the previous four quarters divided by the then
outstanding number of Common Shares, all rounded to the nearest cent. The
declaration, timing, amount and payment of dividends remains at the discretion
of the Companys Board of Directors and will depend on the Companys cash
requirements, future prospects and other factors deemed relevant by the Board of
Directors.

A quarterly dividend of $0.07 per
share was paid to holders of record of the Common Shares as of the close of
business on April 15, 2014 for the first quarter of 2014. A second quarterly
dividend of $0.07 per share was paid to holders of record of the Common Shares
as of the close of business on May 20, 2014. A third quarterly dividend of $0.06
per share was paid to holders of record of the Common Shares as of the close of
business on August 27, 2014. A fourth quarterly dividend of $0.06 per share was
paid to holders of record of the Common Shares as of the close of business on
November 26, 2014. The total of dividends paid during 2014 was $0.26 per Common
Share.

A quarterly dividend of $0.05 per
share was paid to holders of record of the Common Shares as of the close of
business on March 31, 2015 for the first quarter of 2015. A second quarterly
dividend of $0.05 per share was paid to holders of record of the Common Shares
as of the close of business on May 20, 2015. A third quarterly dividend of $0.05
per share was paid to holders of record of the Common Shares as of the close of
business on August 26, 2015. A fourth quarterly dividend of $0.05 per share was
paid to holders of record of the Common Shares as of the close of business on
November 18, 2015. The total of dividends paid during 2015 was $0.20 per Common
Share.

A quarterly dividend of $0.05 per share
was paid to holders of record of the Common Shares as of the close of business
on April 14, 2016 for the first quarter of 2016. A second quarterly dividend of
$0.05 per share was paid to holders of record of the Common Shares as of the
close of business on June 2, 2016. A third quarterly dividend of $0.05 per share
was paid to holders of record of the Common Shares as of the close of business
on September 7, 2016. A fourth quarterly dividend of $0.06 per share was paid to
holders of record of the Common Shares as of the close of business on December
7, 2016. The total of dividends paid during 2016 was $0.21 per Common
Share.

Effective March 20, 2014, the
Company adopted a Dividend Reinvestment Plan. The Dividend Reinvestment Plan was
effective commencing with the second quarterly dividend of 2014. A total of
646,618 Common Shares were issued under the Dividend Reinvestment Plan during
2014, 847,064 Common Shares were issued under the Dividend Reinvestment Plan
during 2015 and 624,931 Common Shares were issued under the Dividend
Reinvestment Plan during 2016.

DESCRIPTION OF CAPITAL STRUCTURE

Authorized Capital

The authorized share capital of
the Company consists of an unlimited number of Common Shares and an unlimited
number of preference shares (the Preference Shares), issuable in series. As of
March 31, 2017, 441,517,017 Common Shares and no Preference Shares are issued and
outstanding.

The Company has issued common
share purchase warrants to Vale (the Vale Warrants), which are exercisable to
acquire one Common Share until February 28, 2023. The exercise price for the
Vale Warrants was reduced during 2016 from $65.00 to $43.75 in connection with
the Second Amended Salobo Purchase Agreement. The exercise price and the number
of Common Shares issuable upon exercise are both subject to adjustment in
certain circumstances. No fractional Common Shares will be issuable upon the
exercise of any Vale Warrants, and no cash or other consideration will be paid
in lieu of fractional shares. Holders of Vale Warrants will not have any voting
rights or any other rights which a holder of Common Shares would have. The Vale
Warrants are authorized to be issued under a warrant indenture entered into
between the Company and Canadian Stock Transfer Company dated February 28, 2013
and amended as of August 2, 2016. As of March 31, 2017, 10,000,000 Vale Warrants
were issued and outstanding.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [87]

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Common Shares

Holders of Common Shares are
entitled to receive notice of any meetings of shareholders of the Company, to
attend and to cast one vote per Common Share at all such meetings. Holders of
Common Shares do not have cumulative voting rights with respect to the election
of directors and, accordingly, holders of a majority of the Common Shares
entitled to vote in any election of directors may elect all directors standing
for election. In 2014, the Company adopted advance notice provisions for the
nomination of directors which apply in circumstances where director nominations
are made by shareholders of the Company, other than in connection with (i) the
requisition of a shareholders meeting, or (ii) a shareholder proposal, in each
case made pursuant to the Act. The advance notice provisions fix a deadline by
which holders of record of Common Shares must submit director nominations to the
Company prior to any annual or special meeting of shareholders and sets forth
the information that a shareholder must include in the notice to the Company.

Holders of Common Shares are
entitled to receive on a pro rata basis such dividends, if any, as and when
declared by the Companys Board of Directors at its discretion from funds
legally available therefor and upon the liquidation, dissolution or winding up
of the Company are entitled to receive on a pro rata basis the net assets of the
Company after payment of debts and other liabilities, in each case subject to
the rights, privileges, restrictions and conditions attaching to any other
series or class of shares ranking senior in priority to or on a pro rata basis
with the holders of Common Shares with respect to dividends or liquidation.
Although the articles of the Company provide for the potential issuance of
Preference Shares, there is currently no other series or class of shares
outstanding which ranks senior in priority to the Common Shares. The Common
Shares do not carry any pre-emptive, subscription, redemption or conversion
rights, nor do they contain any sinking or purchase fund provisions.

Preference Shares

The Preference Shares may, at any
time or from time to time, be issued in one or more series. The Companys Board
of Directors shall fix before issue, the number of, the consideration per share
of, the designation of, and the provisions attaching to the shares of each
series. Except as required by law or as otherwise determined by the Companys
Board of Directors in respect of a series of shares, the holder of a Preference
Share shall not be entitled to vote at meetings of shareholders. The Preference
Shares of each series rank on a priority with the Preference Shares of every
other series and are entitled to preference over the Common Shares and any other
shares ranking subordinate to the Preference Shares with respect to priority and
payment of dividends and distribution of assets in the event of liquidation,
dissolution or winding-up of the Company.

Normal Course Issuer Bid

On September 18, 2015, Silver
Wheaton announced that it had received approval from the Toronto Stock Exchange
(TSX) to purchase up to 20,229,671 Common Shares (representing 5% of the
Companys 404,593,425 total issued and outstanding Common Shares as of September
11, 2015) over a period of twelve months commencing on September 23, 2015. The
NCIB expired September 22, 2016. On January 27, 2016, Silver Wheaton entered
into an automatic securities purchase plan (the Plan) with a broker in order
to facilitate repurchases of its Common Shares under the NCIB. Purchases under
the Plan were made by Silver Wheatons broker based on the parameters prescribed
by the TSX and the NYSE, applicable Canadian securities laws and the terms of
the parties' written agreement. Under the Plan, the broker was permitted to
purchase Common Shares under the NCIB when Silver Wheaton would ordinarily not
be permitted. The Plan commenced on January 27, 2016 but was terminated as a
result of the 2016 Offering. Silver Wheaton repurchased 3,060,454 common shares
under the NCIB at an average price of $13.81 per share, including 2,295,665
purchased during the year ended December 31, 2016.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [88]

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TRADING PRICE AND VOLUME

Common Shares

The Common Shares are listed and
posted for trading on the TSX and the NYSE under the symbol SLW. The following
table sets forth information relating to the monthly high and low closing prices
and volume of the Common Shares on the TSX for the most recently completed
financial year.

|               | High  | Low   |           
|-------------- | ----- | ----- | ----------
|Month          | (C$)  | (C$)  | Volume    
|               |       |       |           
|January 2016   | 18.32 | 14.99 | 30,226,963
|February 2016  | 21.73 | 16.54 | 43,113,207
|March 2016     | 23.38 | 20.35 | 41,431,279
|April 2016     | 26.29 | 20.58 | 43,034,626
|May 2016       | 26.06 | 23.61 | 31,323,595
|June 2016      | 30.41 | 24.28 | 37,749,820
|July 2016      | 36.45 | 32.06 | 35,354,577
|August 2016    | 39.73 | 33.49 | 37,221,306
|September 2016 | 37.84 | 34.35 | 33,784,045
|October 2016   | 34.42 | 29.89 | 26,692,953
|November 2016  | 32.65 | 24.27 | 41,775,838
|December 2016  | 27.32 | 22.75 | 38,767,572

The price of the Common Shares as
quoted by the TSX at the close of business on December 30, 2016 (being the last
trading day of 2016) was C$25.94 and on March 30, 2017 was C$27.08.

DIRECTORS AND OFFICERS

The following table sets forth
the name, province/state and country of residence, position(s) held with the
Company and principal occupation of each person who is a director and/or an
executive officer of the Company as of the date of this annual information
form.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [89]

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|Name,                    |  |                                                 |  |                                                        
|------------------------ |  | ----------------------------------------------- |  | -------------------------------------------------------
|Province/State and       |  |                                                 |  |                                                        
|Country of Residence     |  | Position(s) with the Company                    |  | Principal Occupation                                   
|                         |  |                                                 |  |                                                        
|Douglas M. Holtby        |  | Chairman of the Board and
      Director since  |  | Corporate Director                                     
|British Columbia, Canada |  | April 2006 (4)                                  |  |                                                        
|                         |  |                                                 |  |                                                        
|Lawrence I. Bell (2)(3)  |  | Director since April 2006
      (4)             |  | Corporate Director                                     
|British Columbia, Canada |  |                                                 |  |                                                        
|                         |  |                                                 |  |                                                        
|George L. Brack (1)(2)   |  | Director since November 2009
      (4)          |  | Corporate Director                                     
|British Columbia, Canada |  |                                                 |  |                                                        
|                         |  |                                                 |  |                                                        
|John A. Brough (1)(3)    |  | Director since October 2004
      (4)           |  | Corporate Director                                     
|Ontario, Canada          |  |                                                 |  |                                                        
|                         |  |                                                 |  |                                                        
|R. Peter Gillin (1)(2)   |  | Director since October 2004
      (4)           |  | Corporate Director                                     
|Ontario, Canada          |  |                                                 |  |                                                        
|                         |  |                                                 |  |                                                        
|Chantal Gosselin(3)      |  | Director since November 2013
      (4)          |  | Corporate Director                                     
|Ontario, Canada          |  |                                                 |  |                                                        
|                         |  |                                                 |  |                                                        
|Charles A. Jeannes       |  | Director since November 2016
      (4)          |  | Corporate Director                                     
|British Columbia, Canada |  |                                                 |  |                                                        
|                         |  |                                                 |  |                                                        
|Eduardo Luna (2)         |  | Director since December 2004
      (4)          |  | Corporate Director                                     
|Mexico City, Mexico      |  |                                                 |  |                                                        
|                         |  |                                                 |  |                                                        
|Randy V. J. Smallwood    |  | President, Chief Executive
      Officer and    |  | President and Chief Executive
      Officer of Silver  
|British Columbia, Canada |  | Director                                        |  | Wheaton                                                
|                         |  | Director since May 2011
      (4)               |  |                                                        
|                         |  |                                                 |  |                                                        
|Gary D. Brown            |  | Senior Vice President and
      Chief Financial |  | Senior Vice President and
      Chief Financial Officer
|British Columbia, Canada |  | Officer                                         |  | of Silver Wheaton                                      
|                         |  |                                                 |  |                                                        
|Curt D. Bernardi         |  | Senior Vice President, Legal
      and          |  | Senior Vice President, Legal
      and Corporate       
|British Columbia, Canada |  | Corporate Secretary                             |  | Secretary of Silver Wheaton                            
|                         |  |                                                 |  |                                                        
|Haytham H. Hodaly        |  | Senior Vice President,
      Corporate          |  | Senior Vice President,
      Corporate Development of  
|British Columbia, Canada |  | Development                                     |  | Silver Wheaton                                         
|                         |  |                                                 |  |                                                        
|Patrick E. Drouin        |  | Senior Vice President,
      Investor Relations |  | Senior Vice President,
      Investor Relations        
|British Columbia, Canada |  |                                                 |  | of Silver Wheaton                                      

|(1) | Member of the Audit Committee. Mr. John A. Brough is the
      Chairman of the Audit Committee.                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Member of the Human Resources Committee. Mr. R. Peter
      Gillin is the Chairman of the Human Resources Committee.                                                                         
|(3) | Member of the Governance and Nominating Committee. Mr.
      Lawrence I. Bell is the Chairman of the Governance and Nominating
      Committee.                                              
|(4) | Directors are elected at each annual meeting of Silver
      Wheatons shareholders and serve as such until the next annual meeting or
      until their successors are elected or appointed.

The principal occupations,
businesses or employments of each of the Companys directors and executive
officers within the past five years are disclosed in the brief biographies set
forth below.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [90]

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Douglas M. Holtby 
Chairman of the Board and Director. Mr. Holtby is currently a director
of the BC Cancer Foundation and President and Chief Executive Officer of Holtby
Capital Corporation, a private investment company. Mr. Holtby was a Director of
Goldcorp from 2005 to April 2016 and during that time served as the Vice-Chair
and Lead Director, as a member of the Governance Committee and the Audit
Committee and as Chair of the Compensation Committee. From June 1989 to June
1996 Mr. Holtby was President, Chief Executive Officer and a director of WIC
Western International Communications Ltd., from 1989 to 1996 he was Chairman of
Canadian Satellite Communications Inc., from 1998 to 1999 he was a Trustee of
ROB.TV and CKVU, from 1974 to 1989 he was President of Allarcom Limited and,
from 1982 to 1989 he was President of Allarcom Pay Television Limited. Mr.
Holtby is a Fellow Chartered Accountant, and a graduate of the Institute of
Corporate Directors  Director Education Program at the University of Toronto,
Rotman School of Management.

Lawrence I. Bell 
Director.Mr. Bell served as the non-executive Chairman of British
Columbia Hydro and Power Authority until December 2007. From August 2001 to
November 2003, Mr. Bell was Chairman and Chief Executive Officer of British
Columbia Hydro and Power Authority and, from 1987 to 1991, he was Chairman and
Chief Executive Officer of British Columbia Hydro and Power Authority. He is
also a director of Capstone Mining Corp. and is former Chairman of the
University of British Columbia Board of Directors and former Chairman of Canada
Line (Rapid Transit) Project. Mr. Bell was a director of Goldcorp Inc. from 2005
until his retirement in May 2013 and a director of Matrix Asset Management Inc.
from 2010 until 2014. Prior to these positions, Mr. Bell was Chairman and
President of the Westar Group and Chief Executive Officer of Vancouver City
Savings Credit Union. In the provinces public sector, Mr. Bell has served as
Deputy Minister of Finance and Secretary to the Treasury Board. He holds a
Bachelor of Arts degree and an Honorary Ph.D. from the University of British
Columbia. He also holds a Masters of Arts degree from San José State University,
is a Fellow of the Institute of Corporate Directors and holds the Order of
British Columbia. Mr. Bell has advised of his intention not to stand for
re-election at the upcoming annual general meeting to be held on May 10, 2017.

George L. Brack  Director.Mr. Brack serves as the non-Executive Chair of Capstone Mining Corp. and
as a director of Timmins Gold Corp. and Geologix Explorations Inc. In addition
to his current board roles, during the past 16 years, Mr. Brack served as a
director on the boards of directors of Aurizon Mines Ltd., Newstrike Capital
Inc., NovaGold Resources Inc., Red Back Mining Inc. and chaired the board of
Alexco Resources Corp. He has served on audit committees and has been both a
member and the chair of compensation/human resource committees, corporate
governance committees and special committees responding to takeover offers
(Aurizon, Red Back and NovaGold). Mr. Bracks 32 year career in the mining
industry focused on exploration, corporate development and investment banking,
specifically identifying, evaluating and executing strategic mergers and
acquisitions, and raising equity capital. Until 2009, he was Managing Director
and Industry Head, Mining at Scotia Capital. Prior to joining Scotia in 2006,
Mr. Brack spent seven years as President of Macquarie North America Ltd. and
lead its northern hemisphere mining industry mergers and acquisitions advisory
business. Previously, Mr. Brack was Vice President, Corporate Development at
Placer Dome Inc., Vice President in the mining investment banking group at CIBC
Wood Gundy, and worked on the corporate development team at Rio Algom. Mr. Brack
earned an MBA at York University, a B.A.Sc. in Geological Engineering at the
University of Toronto and the CFA designation.

John A. Brough 
Director. Mr. Brough had been President of both Torwest, Inc. and
Wittington Properties Limited, real estate development companies, from 1998 to
December 31, 2007, upon his retirement. Prior thereto, from 1996 to 1998, Mr.
Brough was Executive Vice President and Chief Financial Officer of iSTAR
Internet, Inc. Prior thereto, from 1974 to 1996, he held a number of positions
with Markborough Properties, Inc., his final position being Senior Vice
President and Chief Financial Officer which position he held from 1986 to 1996.
Mr. Brough is an executive with over 40 years of experience in the real estate
industry. He is currently a director and Chairman of the Audit and Risk
Committee of Kinross Gold Corporation, a director and Chairman of the Audit
Committee and Lead Director of First National Financial Corporation, and a
director and Chairman of the Audit Committee of Canadian Real Estate Investment
Trust. He holds a Bachelor of Arts degree (Economics) from the University of
Toronto and is a Chartered Professional Accountant and a Chartered Accountant.
He is also a graduate of the Institute of Corporate Directors  Director
Education Program at the University of Toronto, Rotman School of Management. Mr.
Brough is a member of the Institute of Corporate Directors and Chartered
Professional Accountants of Ontario and Chartered Professional Accountants of
Canada.

R. Peter Gillin  Director.Mr. Gillin is a corporate director serving on the Boards of several
public companies. Mr. Gillin has been a director of Turquoise Hill Resources
Ltd. since May 2012 and was appointed Chairman in January 2017. He also has
served as a director of Sherritt International Corporation since January 2010
and lead director of Dundee Precious Metals Inc. since December 2009. Mr. Gillin
has been a director of TD Mutual Funds Corporate Class Ltd. since 2010 and since
2004 has been a member of the Independent Review Committee of TD Asset
Management Inc. From December 2005 to September 2012, was a director of Trillium
Health Care Products Inc. (a private company). From April

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [91]

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2008 to March 2009, Mr. Gillin was a director of HudBay Minerals Inc. and until 2009 was Chairman
and Chief Executive Officer of Tahera Diamond Corporation, a diamond
exploration, development and production company. Mr. Gillin was President and
Chief Executive Officer of Zemex Corporation, an industrial minerals producer.
Until 2002, Mr. Gillin was Vice Chairman and a director of N.M. Rothschild &
Sons Canada Limited, an investment bank. He holds a HBA degree from the Richard
Ivey School of Business at the University of Western Ontario and is a Chartered
Financial Analyst. He is also a graduate of the Institute of Corporate Directors
 Director Education Program at the University of Toronto, Rotman School of
Management and has earned the designation of ICD.D from the Institute of
Corporate Directors.

Chantal Gosselin  Director.Ms. Gosselin has
over 25 years of combined experience in the mining industry and financial
services. Ms. Gosselin most recently held the position of Vice President and
Portfolio Manager at Goodman Investment Counsel. Prior to that, she served as a
senior mining analyst at Sun Valley Gold LLP, a precious metals focused hedge
fund. Between 2002 and 2008, Ms. Gosselin was the senior mining analyst and a
partner of Genuity Capital Markets and held positions as a mining analyst with
Haywood Securities Inc. and Dundee Securities Corporation. Between 1992 and
2000, she held various mine site management positions in Canada, Peru and
Nicaragua. Ms. Gosselin received her Bachelor of Science Mine Engineering degree
from Laval University and completed a Master in Business and Administration at
Concordia University. She also completed the Chartered Investment Manager
designation and the Director Education Program. Ms. Gosselin currently serves as
a director of Peregrine Diamonds Ltd. and Lundin Gold Inc. Ms. Gosselin also
serves as a director and member of the audit committee of Windiga Energy, a
private alternative energy company. Ms. Gosselin formerly served as a director
and a member of the audit, corporate governance and nominating (Chair) and
technical committees of Capstone Mining Corp. from 2010 to November 2016.

Charles A. Jeannes  Director.Mr. Jeannes joined
the Board of Silver Wheaton in November 2016. Mr. Jeannes is a mining industry
veteran with over 30 years of experience. As President and CEO of Goldcorp Inc.
from December 2008 to April 2016, he led Goldcorps development into one of the
worlds largest and most successful gold mining companies with mining operations
and development projects located throughout the Americas. Mr. Jeannes formerly
held the role of Executive Vice President, Corporate Development of Goldcorp
where he managed a series of M&A transactions that contributed to the
companys significant growth. Prior to joining Goldcorp, Mr. Jeannes held senior
positions with Glamis Gold Ltd. and Placer Dome Inc. Mr. Jeannes currently
serves as a director of Tahoe Resources Inc. He holds a B.A. degree from the
University of Nevada (1980) and graduated from the University of Arizona College
of Law with honors in 1983. He practiced law for 11 years and has broad
experience in capital markets, mergers and acquisitions, public and private
financing and international operations. Mr. Jeannes has received numerous awards
including British Columbia CEO of the Year for 2013, Canadas Most Admired CEO
for 2015, 2016 Alumnus of the Year for the University of Nevada and 2015 Alumnus
of the Year for the University of Arizona College of Law.

Eduardo Luna  Director.Mr. Luna is currently Director, President and CEO of Rochester Resources
Ltd., a junior nature resources company. Mr. Luna recently joined the board of
DynaResource, Inc. which has appointed him as special advisor to the president
of its wholly owned Mexican subsidiary. Mr. Luna was Chairman of the Company
from October 2004 to May 2009 (and was Interim Chief Executive Officer of the
Company from October 2004 to April 2006), Executive Vice President of Wheaton
River from June 2002 to April 2005, Executive Vice President of Goldcorp from
March 2005 to September 2007 and President of Luismin, S.A. de C.V. from 1991 to
2007. Mr. Luna previously served as a Director of Primero Mining Corp. from 2008
to 2016 and during that time held senior positions including Executive Vice
President and President (Mexico), Co-Chair, and President and Chief Operating
Officer. He holds a degree in Advanced Management from Harvard University, an
MBA from Instituto Tecnologico de Estudios Superiores de Monterrey and a
Bachelor of Science in Mining Engineering from Universidad de Guanajuato. He
held various executive positions with Minera Autlan for seven years and with
Industrias Peñoles for five years. He is the former President of the Mexican
Mining Chamber and the former President of the Silver Institute. He serves as
Chairman of the Advisory Board of the Faculty of Mines at the University of
Guanajuato.

Randy V. J. Smallwood 
President, Chief Executive Officer and Director.Mr. Smallwood holds a
geological engineering degree from the University of British Columbia. Mr.
Smallwood was involved in the founding of Silver Wheaton and in 2007, he joined
Silver Wheaton full time as Executive Vice President of Corporate Development,
primarily focusing on growing the Company through the evaluation and acquisition
of silver stream opportunities. In January 2010 he was appointed President, and
in April 2011 he was appointed Silver Wheatons Chief Executive Officer. Mr.
Smallwood originally started as an exploration geologist with Wheaton River
Minerals Ltd., and in 2001 was promoted to Director of Project Development, his
role through its 2005 merger with Goldcorp. Before joining the original Wheaton
River group in 1993, Mr. Smallwood also worked with Homestake Mining Company,
Teck Corp. and Westmin Resources. Mr. Smallwood was an instrumental part of the
team that built Wheaton River / Goldcorp into one of the largest, and more
importantly most profitable gold companies in the world, and he is now focused
on continuing to add to the impressive

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [92]

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growth profile of Silver Wheaton. Mr. Smallwood has served on
the board of Geologix Explorations Inc. since 2005. Mr.
Smallwood formerly served on the board of Tigray Resources Inc. from 2011 to May
2014. In 2015, Mr. Smallwood received the British Columbia Institute of
Technology Distinguished Alumni Award.

Gary D. Brown  Senior Vice
President and Chief Financial Officer.Mr. Brown is currently the Senior
Vice President and Chief Financial Officer of Silver Wheaton having joined the
Company in June 2008. Prior to Silver Wheaton, he was the Chief Financial
Officer of TIR Systems Ltd. from September 2005 to July 2007. He has also held
senior finance roles with CAE Inc., Westcoast Energy Inc., and Creo Inc. Mr.
Brown brings over 25 years of experience as a finance professional and holds
professional designations as a Chartered Professional Accountant and a Chartered
Financial Analyst as well as having earned a Masters Degree in Accounting from
the University of Waterloo. Mr. Brown has also been a director of Redzone
Resources Ltd. since 2011.

Curt D. Bernardi  Senior
Vice President, Legal and Corporate Secretary.Mr. Bernardi joined the
Company in 2008 and has been practicing law since his call to the British
Columbia bar in 1994. He worked for the law firm of Blake, Cassels & Graydon
in the areas of corporate finance, mergers and acquisitions and general
corporate law until leaving to join Westcoast Energy in 1998. Following the
acquisition of Westcoast Energy by Duke Energy in 2002, Mr. Bernardi continued
to work for Duke Energy Gas Transmission as in-house legal counsel, working
primarily on reorganizations, mergers and acquisitions, joint ventures and
general corporate/commercial work. In 2005, Mr. Bernardi joined Union Gas as
their Director, Legal Affairs and was responsible for legal matters affecting
Union Gas. Mr. Bernardi has served as a Director on the Board of the Lions Gate
Hospital Foundation since September 2016. In 2015, Mr. Bernardi received the
Western Canada General Counsel Award for Deal Making for outstanding performance
in successfully completing complex transactions. He obtained his Bachelor of
Commerce from the University of British Columbia and his Bachelor of Law from
the University of Toronto.

Haytham H. Hodaly Senior Vice President, Corporate
Development.Mr. Hodaly joined Silver Wheaton in 2012, bringing with him
over 18 years of experience in the North American securities industry, most
recently as Director and Mining Analyst, Global Mining Research, at RBC Capital
Markets. In this role, he was responsible for providing, to a wide range of
institutional clients around the globe, up-to-date and insightful research
coverage of North American-listed precious metals companies. Prior to this, Mr.
Hodaly held the position of Co-Director of Research and Senior Mining Analyst at
Salman Partners Inc., in addition to holding the titles of Vice President and
Director of the firm. During his tenure, he helped to establish Salman Partners
Inc. as a leading independent, resource-focused and research-driven investment
dealer. Mr. Hodaly is an engineer with a B.A.Sc. in Mining and Mineral
Processing Engineering and a Masters of Engineering, specializing in Mineral
Economics.

Patrick E. Drouin  Senior
Vice President, Investor Relations. Mr. Drouin joined the Company in
2012, bringing with him 12 years of experience in the financial industry. He
worked for UBS Securities from 2007 to 2012 in institutional equity sales across
North America and in Europe, most recently in London as Head of European Sales
for UBS Canada. In this role, Mr. Drouin built a sales platform responsible for
advising fund managers on Canadian equities. He was also a member of the UBS
Canadian Executive Committee, which oversaw strategic decisions for the Canadian
business. Prior to this, Mr. Drouin worked in both Toronto and San Francisco for
UBS Canada, advising the largest US institutional investors on Canadian
equities. Throughout his advisory career, he has focused on the resource sector.
Prior to UBS, he served as a Project Geologist in the San Francisco Bay Area for
William Lettis & Associates. Mr. Drouin has an MBA from the Rotman School of
Management, University of Toronto, and a Masters in Geology from the University
of Memphis.

As at December 31, 2016, the
directors and executive officers of Silver Wheaton, as a group, beneficially
owned, directly and indirectly, or exercised control or direction over 0.15% Common
Shares, representing less than one percent of the total number of Common Shares
outstanding before giving effect to the exercise of options or warrants to
purchase Common Shares held by such directors and executive officers. The
statement as to the number of Common Shares beneficially owned, directly or
indirectly, or over which control or direction is exercised by the directors and
executive officers of Silver Wheaton as a group is based upon information
furnished by the directors and executive officers.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Company,
no director or executive officer of the Company is, or within ten years prior to
the date hereof has been, a director, chief executive officer or chief financial
officer of any company (including the Company) that: (i) was subject to a cease
trade order, an order similar to a cease trade order or an order that denied the
relevant company access to any exemption under securities legislation, that was
in effect for a period of more than 30 consecutive days, that was issued while
the director or executive officer was acting in the capacity as director, chief

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [93]

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executive officer or chief financial officer; or (ii) was
subject to a cease trade order, an order similar to a cease trade order or an
order that denied the relevant company access to any exemption under securities
legislation, that was in effect for a period of more than 30 consecutive days,
that was issued after the director or executive officer ceased to be a director,
chief executive officer or chief financial officer and which resulted from an
event that occurred while that person was acting in the capacity as director,
chief executive officer or chief financial officer, other than: Mr. Gillin who was a
director of, and Chairman and Chief Executive Officer of Tahera Diamond
Corporation (Tahera) from October 2003 to December 2008, a company that filed
for protection under the Companies Creditors Arrangement Act (Canada)
(CCAA) with the Ontario Superior Court of Justice on January 16, 2008. As a
consequence of its financial difficulties, Tahera failed to file financial
statements for the year ended December 31, 2007 and subsequent financial
periods. As a result, Tahera was delisted from the TSX in November 2009 and
issuer cease trade orders were issued in 2010 by the securities regulatory
authorities of Ontario, Quebec, Alberta and British Columbia, which orders have
not been revoked. Tahera subsequently sold its tax assets to Ag Growth
International and certain properties, including the Jericho diamond mine, to
Shear Minerals Ltd., and the monitoring process under CCAA concluded by order of
the Superior Court of Justice in September, 2010.

To the knowledge of the Company,
no director or executive officer of the Company, or a shareholder holding a
sufficient number of securities of the Company to affect materially control of
the Company, is, or within ten years prior to the date hereof has been, a
director or executive officer of any company (including the Company) that, while
that person was acting in that capacity, or within a year of that person ceasing
to act in that capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold its assets, other than: Mr. Gillin
who was a director of, and Chairman and Chief Executive Officer of Tahera from
October 2003 to December 2008, a company that filed for protection under the
CCAA with the Ontario Superior Court of Justice on January 16, 2008. Tahera
subsequently sold its tax assets to Ag Growth International and certain
properties, including the Jericho diamond mine, to Shear Minerals Ltd., and the
monitoring process under CCAA concluded by order of the Superior Court of
Justice in September, 2010. During 2011, the assets of Tahera were sold and the
order is no longer in effect.

To the knowledge of the Company,
no director or executive officer of the Company, or a shareholder holding a
sufficient number of securities of the Company to affect materially control of
the Company, has, within ten years prior to the date hereof, become bankrupt,
made a proposal under any legislation relating to bankruptcy or insolvency, or
become subject to or instituted any proceedings, arrangement or compromise with
creditors, or had a receiver, receiver manager or trustee appointed to hold the
assets of the director, executive officer or shareholder.

To the knowledge of the Company,
no director or executive officer of the Company, or a shareholder holding a
sufficient number of securities of the Company to affect materially the control
of the Company, has been subject to: (i) any penalties or sanctions imposed by a
court relating to securities legislation or by a securities regulatory authority
or has entered into a settlement agreement with a securities regulatory
authority; or (ii) any other penalties or sanctions imposed by a court or
regulatory body that would likely be considered important to a reasonable
investor in making an investment decision.

Conflicts of Interest

To the best of Silver Wheatons
knowledge, and other than as disclosed in this annual information form, there
are no known existing or potential material conflicts of interest between Silver
Wheaton and any director or officer of Silver Wheaton, except that certain of
the directors and officers serve as directors and officers of other public
companies and therefore it is possible that a conflict may arise between their
duties as a director or officer of Silver Wheaton and their duties as a director
or officer of such other companies. Certain of the directors and officers of the
Company also serve as directors and/or officers of other companies involved in
natural resource exploration, development and mining operations and consequently
there exists the possibility for such directors and officers to be in a position
of conflict. Any decision made by any of such directors and officers will be
made in accordance with their duties and obligations to deal fairly and in good
faith with a view to the best interests of the Company and its shareholders. In
addition, each of the directors is required to declare and refrain from
attending the portion of the meeting dedicated to discussing any matter in which
such directors may have a conflict of interest or voting on such matter in
accordance with the procedures set forth in the Business Corporations Act(Ontario) and other applicable laws. See Interest of Management and
Others in Material Transactions.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [94]

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LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Other than as set forth below, to
the best of the Companys knowledge, the Company is not and was not, during the
year ended December 31, 2016, a party to any legal proceedings, nor is any of
its property, nor was any of its property during the year ended December 31,
2016, the subject of any legal proceedings. As at the date hereof, no such legal
proceedings are known to be contemplated.

The Company is currently the
subject of litigation in connection with a United States securities class action
complaint In re Silver Wheaton Securities Litigation. See Risk
Factors  Litigation and General Development of the Business  Three
Year History  U.S. Shareholder Class Action. The Company is also the
subject of litigation in a class action filed in Ontario, Canada Suzan
Poirier and Silver Wheaton Corp. et al. See Risk Factors 
Litigation and General Development of the Business  Three Year History
 Canadian Shareholder Class Action. The Company is also currently in a
dispute with the CRA in respect of its 2005  2010 taxation years. The Company
has filed a Notice of Appeal with the Tax Court of Canada. See Risk Factors
- Canada Revenue Agency Dispute and Audit of International Transactions and
General Development of the Business  Three Year History  Canada Revenue
Agency Dispute and Audit of International Transactions.

There have been no penalties or
sanctions imposed against the Company by a court relating to securities
legislation or by any securities regulatory authority during the year ended
December 31, 2016, or any other penalties or sanctions imposed by a court or
regulatory body against the Company that would likely be considered important to
a reasonable investor making an investment decision, and the Company has not
entered into any settlement agreements with a court relating to securities
legislation or with a securities regulatory authority during the year ended
December 31, 2016.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as described in this
annual information form, since January 1, 2013, no director, executive officer
or 10% shareholder of the Company or any associate or affiliate of any such
person or company, has or had any material interest, direct or indirect, in any
transaction that has materially affected or is reasonably expected to materially
affect the Company or any of its subsidiaries.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar
for the Common Shares is CST Trust Company (CST) at its principal offices in
Vancouver, British Columbia and Toronto, Ontario.

MATERIAL CONTRACTS

The only material contract
entered into by the Company as of the date of this annual information form or
before such time that are still in effect, other than in the ordinary course of
business, is the Amended Revolving Facility dated as of February 27, 2015, as
amended, between the Company and the lenders. See General Development of the
Business  Three Year History  Amended Revolving Credit Facilities. The
Amended Revolving Facility (and all amendments) is available on SEDAR at
www.sedar.com under the Companys profile.

INTERESTS OF EXPERTS

The scientific and technical
information for the Companys mineral projects on a property material to the
Company contained in this annual information form, other than for the Salobo
mine, was sourced by the Company from the following SEDAR (www.sedar.com) filed
documents:

| | a. | Peñasquito mine  Goldcorps MD&A filed on February
      15, 2017 and Goldcorps annual information form filed on March 16, 2017;
      and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                             
| | b. | San Dimas mine  Primeros MD&A filed on March 15,
      2017 and Primeros annual information form filed on March 31,
  2017.              

A summary of the information
sourced from the annual information forms of each of Primero and Goldcorp is
contained in this annual information form under Technical Information 
Further Disclosure Regarding Mineral Projects on Material Properties  San Dimas
Mine, Mexico,  Peñasquito Mine, Mexico,, respectively. A summary
of the information sourced from the MD&A for each of Primero and Goldcorp,
as the case may be, is contained in this annual

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [95]

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information form under General Development of the Business and Description of the
Business.

The scientific and technical
information for the Salobo mine was sourced by the Company from the Salobo
Report and updated with information derived from the Salobo mine operations
after the effective date of the Salobo Report. Gerrit Vos, P.Eng., Technical
Director, Mining, Dr Georges Verly, P.Eng., Chief Geostatistician, Dr Armando
Simon, P.Geo., Principal Geologist, Pierre Lacombe, P.Eng., Consulting
Metallurgist, Donald Hickson, P.Eng., Division Manager, Earth and
Infrastructure, Vikram Khera, P.Eng., Senior Financial Analyst, and Stella
Searston, RM SME, Principal Geologist, all of whom are now, or were at the time
of the preparation of the Salobo Report, employees of Amec Foster Wheeler
Americas Limited (Amec Foster Wheeler), prepared the Salobo Report. A copy of
the Salobo Report is available under Silver Wheatons profile on SEDAR at
www.sedar.com and on EDGAR at (www.sec.gov).

Neil Burns, M.Sc., P.Geo., Vice
President, Technical Services, of the Company and Ryan Ulansky, M.A.Sc., P.Eng.,
Senior Director, Engineering, of the Company are the qualified persons as
defined by NI 43-101 in connection with the mineral reserve and mineral resource
estimates and the scientific and technical information, and have reviewed and
approved the disclosure, for the San Dimas mine, the Peñasquito mine and the
Salobo mine contained in this annual information form.

The aforementioned firms or
persons held no securities of the Company or of any associate or affiliate of
the Company when they prepared the reports, the mineral reserve estimates or the
mineral resource estimates referred to above, or following the preparation of
such reports or estimates and did not receive any direct or indirect interest in
any securities of the Company or of any associate or affiliate of the Company in
connection with the preparation of such reports or estimates, other than the
authors of the Salobo Report, Neil Burns and Ryan Ulansky, who together hold
less than 1% of the Common Shares. None of the aforementioned persons are
currently expected to be elected, appointed or employed as a director, officer
or employee of the Company or of any associate or affiliate of the Company,
other than Neil Burns and Ryan Ulansky who are employees of the Company.

Deloitte LLP is the independent
registered public accounting firm of the Company and is independent of the
Company within the meaning of the Rules of Professional Conduct of the Chartered
Professional Accountants of British Columbia and within the meaning of the U.S.
Securities Act and the applicable rules and regulations thereunder adopted by
the Securities and Exchange Commission and the Public Company Accounting
Oversight Board (United States).

AUDIT COMMITTEE

The Companys Audit Committee is
responsible for monitoring the Companys systems and procedures for financial
reporting and internal control, reviewing certain public disclosure documents
and monitoring the performance and independence of the Companys external
auditors. The Audit Committee is also responsible for reviewing the Companys
annual audited financial statements, unaudited quarterly financial statements
and managements discussion and analysis of financial results of operations for
both annual and interim financial statements and review of related operations
prior to their approval by the full Board of Directors of the Company. The Audit
Committee also has oversight responsibility for significant business, political,
financial and control risks that the Company is exposed to, including a review
of managements assessment of the likelihood and severity of those risks and any
mitigation steps taken.

The Audit Committees charter
sets out its responsibilities and duties, qualifications for membership,
procedures for committee member removal and appointment and reporting to the
Companys Board of Directors. A copy of the Audit Committee charter is attached
hereto as Schedule A.

The current members of the
Companys Audit Committee are John A. Brough (Chairman), George L. Brack, R. and
Peter Gillin. Each of Messrs. Brough, Brack and Gillin are independent and
financially literate within the meaning of National Instrument 52-110 Audit
Committees (NI 52-110). In addition to being independent directors as
described above, all members of the Audit Committee must meet an additional
independence test under NI 52-110 in that their directors fees are the only
compensation they, or their firms, receive from the Company and that they are
not affiliated with the Company.

The Audit Committee met four
times in 2016. Each of Messrs. Brough, Gillin and Brack were present at all four
meetings.

Relevant Education and Experience

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [96]

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See Directors and
Officers for a description of the education and experience of each Audit
Committee member that is relevant to the performance of his responsibilities as
an Audit Committee member.

Pre-Approval Policies and Procedures

The Audit Committees charter
sets out responsibilities regarding the provision of non-audit services by the
Companys external auditors. This policy encourages consideration of whether the
provision of services other than audit services is compatible with maintaining
the auditors independence and requires Audit Committee pre-approval of
permitted audit and audit-related services.

External Auditor Service Fees

Deloitte LLP, Independent
Registered Public Accounting Firm, were the auditors of the Company for the year
ended December 31, 2016. Fees billed by Deloitte LLP in respect of services for
the years ended December 31, 2015 and December 31, 2016 are detailed below:

2016 (1)
      **($)**
    **2015 (1)**Audit Fees (2)
    411,276
    510,679Audit-Related Fees (3)
    111,240
    119,243Tax Fees (4)
    34,434
    31,280All Other Fees (5)
    237,029
    121,105TOTAL
    793,979
    782,307


|(1) | Fees are paid in Canadian dollars and converted to United
      States dollars for reporting purposes in this table at the exchange rate
      of C$1.00 = $0.7448 for the financial year ended December 31, 2016 and at
      the exchange rate of C$1.00 = $0.7225 for the financial year ended
      December 31, 2015.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Audit fees were paid for professional services rendered
      by the auditors for the audit of the Companys annual financial statements
      or services provided in connection with statutory and regulatory filings
      or engagements.                                                                             
|(3) | Audit-related fees were paid for translation services
      rendered by the auditors in connection with the audit of the Companys
      annual financial statements.                                                                                                                                                     
|(4) | Tax fees were paid for tax compliance and advisory
      services.                                                                                                                                                                                                                                                        
|(5) | For 2016, Other Fees were paid for fees related to
      translation and prospectus review for 2016 Offering. For 2015, Other
      Fees were paid for Canadian Public Accountability Board fees, accounting
      advisory services, and fees related to translation and prospectus review
      for 2015 Offering.  

ADDITIONAL INFORMATION

Additional information relating
to the Company can be found on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov. Additional information, including directors and officers
remuneration and indebtedness, principal holders of the Companys securities and
securities authorized for issuance under equity compensation plans is contained
in the management information circular of the Company dated March 24, 2016
prepared in connection with its annual and special meeting of shareholders held
on May 25, 2016. The Companys management information circular for the year
ended December 31, 2016 will be prepared in connection with the Companys annual
meeting of shareholders scheduled to be held on May 10, 2017 which will be
available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Additional
financial information is provided in the Companys audited consolidated
financial statements and managements discussion and analysis for the year ended
December 31, 2016.

SILVER WHEATON 2016 ANNUAL INFORMATION FORM [97]

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SCHEDULE AAUDIT COMMITTEE CHARTER

|I. | PURPOSE
|-- | -------

The Audit Committee is a committee of
the Board of Directors (the Board) of Silver Wheaton Corp. (Silver Wheaton
or the Company). The primary function of the Audit Committee is to assist the
Board in fulfilling its financial reporting and controls responsibilities to the
shareholders of the Company and the investment community. The external auditors
will report directly to the Audit Committee. The Audit Committees primary
duties and responsibilities are:

| | A. | overseeing the integrity of the Companys financial
      statements and reviewing the financial reports and other financial
      information provided by the Company to any governmental body or the public
      and other relevant documents;                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | B. | assisting the Board in oversight of the Companys
      compliance with legal and regulatory requirements;                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | C. | recommending the appointment and reviewing and appraising
      the audit efforts of the Companys independent auditor, overseeing the
      non-audit services provided by the independent auditor, overseeing the
      independent auditors qualifications and independence and providing an
      open avenue of communication among the independent auditor, financial and
      senior management and the Board of Directors;
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | D. | assisting the Board in oversight of the performance of
      the Companys internal audit function;                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | E. | serving as an independent and objective party to oversee
      and monitor the Companys financial reporting process and internal
      controls, the Companys processes to manage business and financial risk,
      and its compliance with legal, tax, ethical and regulatory
      requirements;                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | F. | preparing Audit Committee report(s) as required by
      applicable regulators; and                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | G. | encouraging continuous improvement of, and fostering
      adherence to, the Companys policies, procedures and practices at all
      levels.                                                                                                                                                                                                                                                                                      

|II. | COMPOSITION AND
MEETINGS
|--- | ------------------------

| | A. | The Committee shall operate under the guidelines
      applicable to all Board committees, which are located in Tab A-6, Board
      Guidelines.                                                                                                                                                                                                                                   
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                    
| | B. | The Audit Committee shall be comprised of at least three
      directors, all of whom are independent as such term is defined in the
      Board Guidelines (Tab A-8, Appendix), and will satisfy such other
      applicable criteria for independence as may be contained in the laws,
      rules, regulations and listing requirements to which the Company is
      subject.

A-1

---

| | C. | In addition, unless otherwise authorized by the Board, no
      director shall be qualified to be a member of the Audit Committee if such
      director (i) is an affiliated person, as defined in Appendix I, or (ii)
      receives (or his/her immediate family member or the entity for which such
      director is a director, member, partner or principal and which provides
      consulting, legal, investment banking, financial or other similar services
      to the Company), directly or indirectly, any consulting, advisory, or
      other compensation from the Company other than compensation for serving in
      his or her capacity as member of the Board and as a member of Board
      committees.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | D. | All members shall, to the satisfaction of the Board of
      Directors, be financially literate as defined in Appendix I, and at
      least one member shall have accounting or related financial management
      expertise to qualify as a financial expert as defined in Appendix I, and
      will satisfy such other applicable criteria for financial expertise as may
      be contained in the laws, rules, regulations and listing requirements to
      which the Company is subject.                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | E. | If a Committee member simultaneously serves on the audit
      committees of more than three public companies, the Committee shall seek
      the Boards determination as to whether such simultaneous service would
      impair the ability of such member to effectively serve on the Companys
      audit committee and ensure that such determination is disclosed.                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | F. | The Committee shall meet at least four times annually, or
      more frequently as circumstances require. The Committee shall meet within
      45 days following the end of each of the first three financial quarters to
      review and discuss the unaudited financial results for the preceding
      quarter and the related MD&A and shall meet within 90 days following
      the end of the fiscal year end to review and discuss the audited financial
      results for the year and related MD&A prior to their
  publishing.                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | G. | The Committee may ask members of management or others to
      attend meetings and provide pertinent information as necessary. For
      purposes of performing their audit related duties, members of the
      Committee shall have full access to all corporate information and shall be
      permitted to discuss such information and any other matters relating to
      the financial position of the Company with senior employees, officers and
      independent auditor of the Company.                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | H. | As part of its job to foster open communication, the
      Committee should meet at least quarterly with management and the
      independent auditor in in-camera sessions, and as determined in the
      discretion of the Committee with the head of internal audit, to discuss
      any matters that the Committee or each of these groups believe should be
      discussed privately. In addition, the Committee or at least its Chair
      should meet with the independent auditor and management quarterly to
      review the Companys financial statements.                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | I. | Each of the Chairman of the Committee, members of the
      Committee, Chairman of the Board, independent auditors, Chief Executive
      Officer, Chief Financial Officer or Secretary shall be entitled to request
      that the Chairman of the Audit Committee call a meeting which shall be
      held within 48 hours of receipt of such

request.                                                                                                                                                                                                                                                                                                                                                                        

|III. | RESPONSIBILITIES AND
DUTIES
|---- | ---------------------------

To fulfill its responsibilities and
duties the Audit Committee shall:

| | A. | Create an agenda for the ensuing
year.
| | -- | --------------------------------------

A-2

---

| | B. | Review and update this Charter at least annually, as
      conditions dictate.                                                                                                                             
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                            
| | C. | Describe briefly in the Companys Management Information
      Circular and/or the Companys Annual Information Form the Committees
      composition and responsibilities and how they were
  discharged.

| | D. | Documents/Reports
Review
| | -- | ------------------------

| | i)   | Review with management and the independent auditor, the
      Companys interim and annual financial statements, management discussion
      and analysis, earnings releases and any other financial information to be
      publicly disclosed including any certification, report, opinion, or review
      rendered by the independent auditor for the purpose of recommending their
      approval to the Board prior to their filing, issue or publication. The
      Chair of the Committee may represent the entire Committee for purposes of
      this review in circumstances where time does not allow the full Committee
      to be available.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ii)  | Review analyses prepared by management and/or the
      independent auditor setting forth significant financial reporting issues
      and judgments made in connection with the preparation of the financial
      statements, including analyses of the effects of alternative accounting
      principles methods on the financial statements.                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | iii) | Review the effect of regulatory and accounting
      initiatives, as well as off balance sheet structures, on the financial
      statements of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | iv)  | Review policies and procedures with respect to directors
      and officers expense accounts and management perquisites and benefits,
      including their use of corporate assets and expenditures related to
      executive travel and entertainment, and review the results of the
      procedures performed in these areas by the independent auditor, based on
      terms of reference agreed upon by the independent auditor and the Audit
      Committee.                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | v)   | Review expenses of the Board Chair and CEO
    annually.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | vi)  | Ensure that adequate procedures are in place for the
      review of the Companys public disclosure of financial information
      extracted or derived from the issuers financial statements, as well as
      review any financial information and earnings guidance provided to
      analysts and rating agencies, and periodically assess the adequacy of
      those procedures.                                                                                                                                                                                                                                                                   

| | E. | Independent Auditor
| | -- | -------------------

| | i)   | Recommend to the Board and approve the selection of the
      independent auditor, consider the independence and effectiveness and
      approve the fees and other compensation to be paid to the independent
      auditor.                                                        
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                      
| | ii)  | Review and approve the independent auditors audit plan
      and engagement letter and discuss and approve the audit scope and
      approach, staffing, locations, reliance upon management and internal audit
      and general audit approach.                                   
| |      |                                                                                                                                                                                                                                                                                      
| | iii) | Monitor the relationship between management and the
      independent auditor including reviewing any management letters or other
      reports of the independent auditor and discussing any material differences
      of opinion between management and the independent
  auditor.

A-3

---

| | iv) | Review and discuss, on an annual basis, with the
      independent auditor all significant relationships they have with the
      Company to determine their independence and report to the Board of
      Directors.                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                  
| | v)  | Review and approve requests for any non-audit services to
      be performed by the independent auditor and be advised of any other study
      undertaken at the request of management that is beyond the scope of the
      audit engagement letter and related fees. Pre-approval of non-audit
      services is satisfied if:

| | a) | The aggregate amount of non-audit services not
      pre-approved expected to constitute no more than 5% of total fees paid by
      issuer and subsidiaries to external auditor during fiscal year in which
      the services are provided;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                              
| | b) | the Company or a subsidiary did not recognize services as
      non-audit at the time of the engagement; and                                                                                                                                 
| |    |                                                                                                                                                                                                                                              
| | c) | the services are promptly brought to Committees
      attention and approved prior to completion of the
audit.                                                                                                                              

| | vi)   | Ensure disclosure of any specific policies or procedures
      adopted by the Committee to satisfy pre-approval requirements for
      non-audit services by the independent auditor.                                                                                                                                                                                                                                                                                                                            
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | vii)  | Review the relationship of non-audit fees to audit fees
      paid to the independent auditor to ensure that auditor independence is
      maintained.                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | viii) | Ensure that both the audit and non-audit fees are
      disclosed to shareholders by category.                                                                                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ix)   | Review the performance of the independent auditor and
      approve any proposed discharge and replacement of the independent auditor
      when circumstances warrant. Consider with management and the independent
      auditor the rationale for employing accounting/auditing firms other than
      the principal independent auditor.                                                                                                                                                                     
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | x)    | At least annually, consult with the independent auditor
      out of the presence of management about significant risks or exposures,
      internal controls and other steps that management has taken to control
      such risks, and the fullness and accuracy of the organizations financial
      statements. Particular emphasis should be given to the adequacy of
      internal controls to expose any payments, transactions, or procedures that
      might be deemed illegal or otherwise improper.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | xi)   | Arrange for the independent auditor to be available to
      the Committee and the full Board as needed. Ensure that the auditors
      report directly to the Committee and are made accountable to the Board and
      the Committee, as representatives of the shareholders to whom the auditors
      are ultimately responsible.                                                                                                                                                                            
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | xii)  | Oversee the work of the independent auditor undertaken
      for the purpose of preparing or issuing an audit report or performing
      other audit, review or attest services.                                                                                                                                                                                                                                                                                                                                 

A-4

---

| | xiii) | Ensure that the independent auditor is prohibited from
      providing the following non-audit services and determining which other
      non-audit services the independent auditor is prohibited from
      providing:
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | bookkeeping or other services related to the accounting
      records or financial statements of the Company;
| | -- | -------------------------------------------------------------------------------------------------------------
| |    |                                                                                                              
| | b) | financial information systems design and
      implementation;                                               
| |    |                                                                                                              
| | c) | appraisal or valuation services, fairness opinions, or
      contribution-in- kind reports;                  
| |    |                                                                                                              
| | d) | actuarial services;                                                                                          
| |    |                                                                                                              
| | e) | internal audit outsourcing services;                                                                         
| |    |                                                                                                              
| | f) | management functions or human resources;                                                                     
| |    |                                                                                                              
| | g) | broker or dealer, investment adviser or investment
      banking services;                                   
| |    |                                                                                                              
| | h) | legal services and expert services unrelated to the
      audit; and                                         
| |    |                                                                                                              
| | i) | any other services which the Public Company Accounting
      Oversight Board determines to be
impermissible. 

| | xiv) | Approve any permissible non-audit engagements of the
      independent auditor, in accordance with applicable
  legislation.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | F. | Internal Auditor
| | -- | ----------------

| | i)   | Review the effectiveness and independence of the internal
      auditor function and ensure there are no unjustified restrictions or
      limitations on the functioning of the internal auditor;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                   
| | ii)  | Review and approve the scope of the proposed internal
      audit plan and ensure it addresses key areas of risk;                                                                                 
| |      |                                                                                                                                                                                                   
| | iii) | Periodically review:                                                                                                                                                                              

| | a) | progress on the internal audit plan, including any
      significant changes to it;                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                       
| | b) | significant internal audit findings, including issues
      relating to the adequacy of internal control over financial
    reporting;
| |    |                                                                                                                                       
| | c) | any significant internal fraud issues;
  and                                                                                          

| | iv) | Ensure the internal audits significant findings and
      recommendations are received, discussed and appropriately acted upon by
      the Committee and management.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

A-5

---

| | G. | Financial Reporting
Processes
| | -- | -----------------------------

| | i)   | Periodically review the adequacy and effectiveness of the
      companys disclosure controls and procedures and the Companys internal
      control over financial reporting, including any significant deficiencies
      and significant changes in internal controls.                                                                                                                                                                           
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ii)  | Understand the scope of the independent auditors
      examination and report on the Companys assessment of internal control
      over financial reporting and review and discuss significant findings and
      recommendations, together with managements responses.                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | iii) | Consider the independent auditors judgments about the
      quality, appropriateness and acceptability, of the Companys accounting
      principles and financial disclosure practices, as applied in its financial
      reporting, particularly about the degree of aggressiveness or conservatism
      of its accounting principles and underlying estimates and whether those
      principles are common practices or are minority practices.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | iv)  | Consider and approve, if appropriate, major changes to
      the Companys accounting principles and practices as suggested by
      management with the concurrence of the independent auditor and ensure that
      the accountants' reasoning is described in determining the appropriateness
      of changes in accounting principles and
disclosure.                                                                                           

| | H. | Process Improvement
| | -- | -------------------

| | i)   | Discuss with the independent auditor (i) the auditors
      internal quality-control procedures; and (ii) any material issues raised
      by the most recent internal quality-control review, or peer review, of the
      auditors, or by any inquiry of investigation by governmental or
      professional authorities, within the preceding five years, respecting one
      or more independent audits carried out by the auditors, and any steps
      taken to deal with any such issues.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ii)  | Reviewing and approving hiring policies for employees or
      former employees of the past and present independent auditors.                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | iii) | Establish regular and separate systems of reporting to
      the Audit Committee by each of management and the independent auditor
      regarding any significant judgments made in managements preparation of
      the financial statements and the view of each as to appropriateness of
      such judgments.                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | iv)  | Review the scope and plans of the independent auditor's
      audit and reviews prior to the audit and reviews being conducted. The
      Committee may authorize the independent auditor to perform supplemental
      reviews or audits as the Committee may deem desirable.                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | v)   | Following completion of the annual audit and quarterly
      reviews, review separately with each of management and the independent
      auditor any significant changes to planned procedures, any difficulties
      encountered during the course of the audit and reviews, including any
      restrictions on the scope of work or access to required information and
      the cooperation that the independent auditor received during the course of
      the audit and reviews.         

A-6

---

| | vi)   | Review any significant disagreements among management and
      the independent auditor in connection with the preparation of the
      financial statements.                                                                                                                                                                                                                                                      
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | vii)  | Where there are significant unsettled issues the
      Committee shall ensure that there is an agreed course of action for the
      resolution of such matters.                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | viii) | Review with the independent auditor and management
      significant findings during the year and the extent to which changes or
      improvements in financial or accounting practices, as approved by the
      Audit Committee, have been implemented. This review should be conducted at
      an appropriate time subsequent to implementation of changes or
      improvements, as decided by the Committee.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ix)   | Review activities, organizational structure, and
      qualifications of the CFO and the staff in the financial reporting area
      and see to it that matters related to succession planning within the
      Company are raised for consideration at the full
Board.                                                                                                                                            

| | I. | Ethical and Legal
Compliance
| | -- | ----------------------------

| | i)   | Review managements monitoring of the Companys system in
      place to ensure that the Companys financial statements, reports and other
      financial information disseminated to governmental organizations, and the
      public satisfy legal requirements.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                    
| | ii)  | Review, with the Companys counsel, legal and regulatory
      compliance matters, including corporate securities trading policies, and
      matters that could have a significant impact on the organizations
      financial statements.                       
| |      |                                                                                                                                                                                                                                                                    
| | iii) | Review implementation of compliance with the
      Sarbanes-Oxley Act, Ontario Securities Commission requirements and other
      legal requirements.                                                                                                              
| |      |                                                                                                                                                                                                                                                                    
| | iv)  | Ensure that the CEO and CFO provide written certification
      with annual and interim financial statements and interim MD&A and the
      Annual Information Form.                                                                                               

| | J. | Risk Management
| | -- | ---------------

| | i)   | Make inquiries of management and the independent auditor
      to identify significant business, political, financial and control risks
      and exposures and assess the steps management has taken to minimize such
      risk to the Company.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                  
| | ii)  | Ensure that the disclosure of the process followed by the
      Board and its committees, in the oversight of the Companys management of
      principal business risks, is complete and fairly presented.                                      
| |      |                                                                                                                                                                                                                                                  
| | iii) | Review managements program of risk assessment and steps
      taken to manage these risks and exposures, including insurance
      coverage.                                                                                                    

| | K. | General
| | -- | -------

| | i) | Conduct or authorize investigations into any matters
      within the Committees scope of responsibilities. The Committee shall be
      empowered to retain independent counsel, accountants and other
      professionals to assist it in the conduct of any
  investigation.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A-7

---

| | ii)  | The Committee shall comply with the requirements set out
      in the Board Guidelines relating to the engagement of outside
    advisors.                                                                                                                                                                                                                                                      
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                 
| | iii) | The Company must provide funding for the Committee to pay
      ordinary administrative expenses that are necessary for the Committee to
      carry out its duties.                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                 
| | iv)  | Establish procedures for the receipt, retention and
      treatment of complaints received by the Company regarding accounting,
      internal accounting controls, or auditing matters; and the confidential,
      anonymous submission by employees of concerns regarding questionable
      accounting or auditing matters and institute and oversee special
      investigations as needed.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                 
| | v)   | Review the findings of any examinations by regulatory
      agencies with respect to financial matters, and any external auditors
      observations made regarding those findings.                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                 
| | vi)  | Ensure disclosure in the Annual Information Form if, at
      any time since the commencement of most recently completed financial year,
      the issuer has relied on any possible exemptions for Audit
    Committees.                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                 
| | vii) | Perform any other activities consistent with this
      Charter, the Companys Articles and By-laws and governing law, as the
      Committee or the Board deems necessary or
appropriate.                                                                                                                                                                                                      

|IV. | ACCOUNTABILITY
|--- | --------------

| | A. | The Committee Chair has the responsibility to make
      periodic reports to the Board, as requested, on audit and financial
      matters relative to the Company.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                    
| | B. | The Committee shall report its discussions to the Board
      by maintaining minutes of its meetings and providing an oral report at the
      next Board meeting. 
| |    |                                                                                                                                                                    
| | C. | The minutes of the Audit Committee should be filed with
      the Corporate Secretary.                                                                             

|V. | COMMITTEE TIMETABLE
|-- | -------------------

The timetable on the following pages
outlines the Committees schedule of activities during the year.

A-8

---

Q1
    Q2
    Q3
    Q4A.
    Create agenda for ensuing year.
    √B.
    Review and update Committee Charter
    √C.
    Describe briefly in the Companys Management Information
      Circular and/or the Companys Annual Information Form the Committees
      composition and responsibilities and how they were discharged.
    √D.
    Documents/Reports Reviewi)
    Review with management and independent auditor, interim
      and annual financial statements, MD&A, earnings releases and any other
      financial information to be publicly disclosed and recommend approval to
      Board
    √
    √
    √
    √ii)
    Review analyses prepared by management and/or independent
      auditor setting forth significant financial reporting issues and judgments
      made in connection with the preparation of the financial statements
    √
    √
    √
    √iii)
    Review effect of regulatory and accounting initiatives,
      as well as off balance sheet structures, on the financial statements
    √
    √
    √
    √iv)
    Review policies and procedures with respect to directors
      and officers expense accounts and management perquisites and benefits,
      and review results of procedures performed in these areas by the
      independent auditor
    √v)
    Review Board Chair & CEO expenses
    √


A-9

---

**Q1**
    Q2
    Q3
    Q4vi)
    Ensure adequate procedures are in place to review
      disclosure of financial information extracted or derived from financial
      statements, and review any financial information and earnings guidance
      provided to analysts and rating agencies, and periodically assess adequacy
      of those procedures
    √
    √
    √
    √E.
    Independent Auditori)
    Recommend independent auditor to Board and consider
      independence and effectiveness and approve compensation for independent
      auditor
    
    
    √ii)
    Review and approve the independent auditors audit plan
      and engagement letter and approve the audit scope and approach, staffing,
      locations, reliance upon management and internal audit and general audit
      approach
    
    
    
    √iii)
    Monitor relationship between management and independent
      auditor
    √
    √
    √
    √iv)
    Review and discuss with independent auditor all
      significant relationships they have with the Company to determine their
      independence, and report to Board
    √
    √
    √
    √v)
    Review and approve requests for non-audit services to be
      performed by independent auditor & be advised of any study undertaken
      at request of management beyond scope of audit engagement letter and
      related fees
    As
      Requiredvi)
    Ensure disclosure of any specific policies or procedures
      adopted to satisfy pre-approval requirements for non-audit services by
      independent auditor
    √


A-10

---

**Q1**
    Q2
    Q3
    Q4vii)
    Review relationship of non-audit
      fees to audit fees paid to independent auditor
    √
    √
    √
    √viii)
    Ensure audit and non-audit fees are
      disclosed by category
    √
    √
    √
    √ix)
    Review independent auditor
      performance and approve any proposed discharge and replacement of
      independent auditor. Consider with management and independent auditor the
      rationale for employing accounting/auditing firms other than the principal
      independent auditor
    √
    √
    √
    √x)
    Consult with independent auditor
      out of presence of management about significant risks or exposures,
      internal controls and other steps that management has taken to control
      such risks, and the fullness and accuracy of the organizations financial
      statements
    √
    √
    √
    √xi)
    Arrange for independent auditor to
      be available to the Committee and Board. Ensure independent auditors
      report directly to the Committee and are made accountable to the Board and
      the Committee
    √
    √
    √
    √xii)
    Oversee independent auditor
    √
    √
    √
    √xiii)
    Ensure independent auditor is
      prohibited from providing certain non-audit services
    √
    √
    √
    √F.
    Internal Auditori)
    Review effectiveness and
      independence of the internal auditor function and ensure there are no
      unjustified restrictions or limitations on the functioning of the internal
      auditor
    √


A-11

---

Q1
    Q2
    Q3
    Q4ii)
    Review and approve the scope of the proposed internal
      audit plan and ensure it addresses key areas of risk
    
    
    √iii)
    Periodically review:
    √
    √
    √
    √(a)
    progress on the internal audit plan, including any
      significant changes to it;
    √b)
    significant internal audit findings, including issues
      relating to the adequacy of internal control over financial reporting; and
    √
    √
    √
    √c)
    any significant internal fraud issuesiv)
    Ensure the internal audits significant findings and
      recommendations are received, discussed and appropriately acted upon by
      the Committee and management.
    √
    √
    √
    √G.
    Financial Reporting Processesi)
    Periodically review the adequacy and effectiveness of the
      Companys disclosure controls and procedures and the Companys internal
      control over financial reporting, including any significant deficiencies
      and significant changes in internal controls
    √


A-12

---

Q1
    Q2
    Q3
    Q4ii)
    Understand the scope of the independent auditors
      examination and report on the Companys assessment of internal control
      over financial reporting and review and discuss significant findings and
      recommendations, together with managements responses.
    √iii)
    Consider independent auditors judgments about quality,
      appropriateness and acceptability of accounting principles and financial
      disclosure practices
    √
    √
    √
    √iv)
    Consider and approve any major changes to accounting
      principles and practices
    √
    √
    √
    √H.
    Process Improvementi)
    Discuss with independent auditor (i) auditors internal
      quality-control procedures; and (ii) any material issues raised by the
      most recent internal quality- control review, or peer review, of the
      auditors, or by any inquiry of investigation by governmental or
      professional authorities, within the preceding 5 years, respecting
      independent audits carried out by auditors and steps taken to deal with
      such issues
    √ii)
    Review and approve hiring policies for employees or former
      employees of the past and present independent auditors
    As
      Requirediii)
    Establish reporting system for management and independent
      auditor regarding significant judgments made in managements preparation
      of financial statements
    √
    √
    √
    √iv)
    Review scope and plans of independent auditor's audit and
      reviews
    
    
    √


A-13

---



Q1
    Q2
    Q3
    Q4v)
    Review with management and independent auditor
      significant changes to planned procedures, difficulties encountered during
      course of audit and reviews, and cooperation received by independent
      auditor during course of audit and reviews
    √
    √
    √
    √vi)
    Review significant disagreements among management and
      independent auditor connected with financial statement preparation
    √
    √
    √
    √vii)
    Ensure course of action for resolving significant
      unsettled issues
    √
    √
    √
    √viii)
    Review with independent auditor and management
      significant findings and the extent to which changes or improvements in
      financial or accounting practices have been implemented
    √ix)
    Review activities, organizational structure, and
      qualifications of CFO and financial reporting staff and ensure matters
      related to succession planning are raised with Board
    √I.
    Ethical and Legal Compliancei)
    Review managements monitoring system for ensuring
      financial statements, reports and other financial information disseminated
      to governmental organizations, and the public satisfy legal requirements
    √
    √
    √
    √ii)
    Review with counsel, legal and regulatory compliance
      matters and matters that could have significant impact on financial
      statements
    √
    √
    √
    √iii)
    Review implementation of compliance with SOX and OSC
      requirements
    √
    √
    √
    √


A-14

---



Q1
    Q2
    Q3
    Q4iv)
    Ensure CEO and CFO certify annual and interim financial
      statements and interim and annual MD&A
    √
    √
    √
    √J.
    Risk Managementi)
    Inquire of management and
      independent auditor to identify significant business, political, financial
      and control risks and exposures and assess the steps management has taken
      to minimize such risk
    √
    √
    √
    √ii)
    Ensure disclosure of process followed by Board and
      committees for oversight of management of principal business risks, is
      complete and fairly presented
    √iii)
    Review managements risk assessment program and steps
      taken to manage risks and exposures
    √
    √
    √
    √K.
    General
    As Requiredi)
    Conduct or authorize investigations into matters within
      the Committees scope of responsibilities


A-15

---

Q1
    Q2
    Q3
    Q4ii)
    With the approval of the Board Chair and in consultation
      with the CEO where reasonably practical, each committee has the authority
      and responsibility to engage, set the terms of, compensate and oversee any
      outside advisor that it determines to be necessary to permit it to carry
      out its duties. In considering the selection of any outside advisor, the
      applicable committee shall conduct an independence assessment of such
      advisor, having regard to, among other matters, (A) the provision of other
      services provided by the advisor to the Company, (B) the amount of fees
      received by the advisor from the Company as a percentage of total revenue
      of the advisor, (C) policies of the advisor designed to prevent conflicts
      of interest, (D) any business or personal relationship of the advisor with
      a member of the committee, Board or executives of the Company, (E) any
      shares or securities of the Company by the advisor, and (F) any business
      or personal relationship of the advisor with an executive officer of the
      Company.
    As
      Requirediii)
    Acquire funding from the Company to pay for ordinary
      administrative expenses
    As
      Requirediv)
    Establish procedures for receipt, retention and treatment
      of complaints regarding accounting, internal accounting controls, or
      auditing matters; and for anonymous submission by employees of concerns
      regarding questionable accounting or auditing matters and institute and
      oversee special investigations as needed
    √
    √
    √
    √


A-16

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**Q1**
    Q2
    Q3
    Q4v)
    Review the findings of any examinations by regulatory
      agencies with respect to financial matters, and any external auditors
      observations made regarding those findings
    As
      Requiredvi)
    Ensure disclosure in AIF if any possible exemptions for
      Audit Committees have been used
    √vii)
    Assess adequacy of these terms of reference and recommend
      to Board
    √viii)
    Conduct annual self-evaluation and report to Board
    √


A-17

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APPENDIX ONE TO SCHEDULE A

SILVER WHEATON CORP. AUDIT COMMITTEE CHARTER

Affiliated Person under SEC Rules

An affiliated person, in accordance with the rules of the
United States Securities and Exchange Commission adopted pursuant to the
Sarbanes-Oxley Act, means a person who directly or indirectly controls
the Company, or a director, executive officer, partner, member, principal or
designee of an entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the Company.

Financial Literacy Under Multilateral Instrument 52-110

Financially literate, in accordance with MI 52-110, means
that the director has the ability to read and understand a set of financial
statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of the issues that
can reasonably be expected to be raised by the Companys financial statements.

Financial Expert Under SEC Regulation S-K

A person will qualify as financial expert if he or she
possesses the following attributes:

|a) | an understanding of financial statements and generally
      accepted accounting principles;                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|b) | the ability to assess the general application of such
      principles in connection with the accounting for estimates, accruals and
      reserves;                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|c) | experience preparing, auditing, analyzing or evaluating
      financial statements that present a breadth and level of complexity of
      accounting issues that are generally comparable to the breadth and
      complexity of issues that can reasonably be expected to be raised by the
      Companys financial statements, or experience actively supervising one or
      more persons engaged in such activities;
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|d) | an understanding of internal controls and procedures for
      financial reporting; and                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                            
|e) | an understanding of audit committee
  functions.                                                                                                                                                                                                                                                                                                                                                                           

A person shall have acquired such attributes through:

|a) | education and experience as a principal financial
      officer, principal accounting officer, controller, public accountant or
      auditor or experience in one or more positions that involve the
      performance of similar functions;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                              
|b) | experience actively supervising a principal financial
      officer, principal accounting officer, controller, public accountant,
      auditor or person performing similar functions;                                                      
|   |                                                                                                                                                                                                                                              
|c) | experience overseeing or assessing the performance of
      companies or public accountants with respect to the preparation, auditing
      or evaluation of financial statements; or                                                        
|   |                                                                                                                                                                                                                                              
|d) | other relevant experience.                                                                                                                                                                                                                   

A-18

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|Item                                                                                                                                                                                                                                                                       |  | CSA* | NYSE** | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | 
|Ensure that the CEOs Terms of Reference include
      responsibility to make annual and interim written affirmations regarding
      the Audit Committee, and ensure that such written affirmations are
      submitted as required.                                      |  |      | √      | 
|Disclose the text of the Audit Committees charter.                                                                                                                                                                                                                        |  | √    |        | 
|Disclose names of committee members and state whether or
      not each is (i) independent and (ii) financially literate. Describe each
      members education and experience relevant to responsibilities.                                                              |  | √    |        | 
|Disclosure whether, at any time since the commencement of
      most recently completed financial year, the Company has relied on any
      possible exemptions for Audit Committees.                                                                                      |  | √    |        | 
|If, at any time since the commencement of the issuers
      most recently completed financial year, a recommendation of the audit
      committee to nominate or compensate an external auditor was not adopted by
      the board of directors, state that fact and why. |  | √    |        | 
|Disclose by category how much the auditor is paid for
      consulting and other services.                                                                                                                                                                                 |  | √    |        | 
|Disclose any specific policies or procedures adopted by
      the Audit Committee for pre-approval of non-audit services by the external
      auditor.                                                                                                                    |  | √    |        | 
|Prepare and disclose any Audit Committee reports required
      by applicable regulators.                                                                                                                                                                                  |  | √    |        | 

A-19

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