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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
  Washington, D.C.
20549

FORM 40-F


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

OR

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

For the fiscal year ended December 31, 2016

Commission file number: 001-32482


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

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

3500  1021 West Hastings StreetVancouver,
British ColumbiaV6E 0C3(604)
684-9648(Address and telephone number of Registrants principal
executive offices)

Puglisi & Associates850 Library Avenue, Suite
204Newark, DE 19711Telephone: (302)
738-6680

(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)Securities registered or to be registered pursuant to Section 12(b) of the
Act:

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

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

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

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

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

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report: 441,456,217

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

[X]
Yes        [_] No

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

[_] Yes        [_] No

This annual report on Form 40-F shall be incorporated by
reference into the registrants Registration Statement on Form S-8 (File No.
333-128128), on Form F-10 (File No. 333-203682) and on Form F-3D (File No.
333-194702) under the Securities Act of 1933, as amended.

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EXPLANATORY NOTE

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

FORWARD-LOOKING STATEMENTS

This annual report on Form 40-F and the exhibits attached
hereto contain forward-looking statements within the meaning of the United
States Private Securities Litigation Reform Act of 1995 and forward-looking
information within the meaning of applicable Canadian securities legislation.
Forward-looking statements, which are all statements other than statements of
historical fact, include, but are not limited to:

- 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 Administracion 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.

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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 revolving 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 guarantee 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;
- 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;

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- 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 the Companys
  AIF filed as Exhibit 99.1 to this annual report on Form 40-F.

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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;

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- 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 and in the Companys AIF
  filed as Exhibit 99.1 to this annual report on Form 40-F.

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.

2

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CURRENCY

Unless otherwise indicated, all dollar amounts in this annual
report on Form 40-F are in United States dollars. Based on the Bank of Canada
noon exchange rate, the exchange rate of Canadian dollars into United States
dollars, on March 31, 2017, was CDN$1.00 = USD$0.7506.

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

The Companys audited annual Consolidated Financial Statements
for the years ended December 31, 2016 and 2015 (the "Audited Financial
Statements") have been prepared in accordance with International
Financial Reporting Standards as issued by the International Accounting
Standards Board (IFRS).

Silver Wheaton believes that there are no significant
differences between its corporate governance practices and those required to be
followed by United States domestic issuers under the NYSE listing standards.
This confirmation is located on the Silver Wheaton website at
http://www.silverwheaton.com/company/corporate-governance/default.aspx.

The AIF filed as Exhibit 99.1 to this annual report on Form
40-F has been prepared in accordance with the requirements of the securities
laws in effect in Canada, which differ from the requirements of U.S. securities
laws. The terms mineral reserve, proven mineral reserve and probable
mineral reserve are Canadian mining terms defined in accordance with Canadian
National Instrument 43-101  Standards of Disclosure for Mineral Projects
(NI 43-101) and the Canadian Institute of Mining, Metallurgy and
Petroleum (the CIM)  CIM Definition Standards on Mineral
Resources and Mineral Reserves, adopted by the CIM Council, as amended.
These definitions differ from the definitions in the United States Securities
and Exchange Commission (SEC) Industry Guide 7 (SEC
Industry Guide 7) under the United States Securities Act of 1933, as
amended. Under SEC Industry Guide 7 standards, mineralization may not be
classified as a reserve unless the determination has been made that the
mineralization could be economically and legally 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 in this annual report and
the documents incorporated by reference herein containing descriptions of the
Companys mineral deposits may not be comparable to similar information made
public by U.S. companies subject to reporting and disclosure requirements under
the United States federal securities laws and the rules and regulations
thereunder.

ANNUAL INFORMATION FORM

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

3

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AUDITED ANNUAL FINANCIAL STATEMENTS
ANDMANAGEMENTS DISCUSSION AND ANALYSIS

Managements Discussion and Analysis

For the Companys managements discussion and analysis of
results of operations and financial condition for the year ended December 31,
2016, see Exhibit 99.2 filed as part of this annual report on Form 40-F.

Audited Annual Financial Statements

For the Companys Audited Annual Financial Statements for the
years ended December 31, 2016 and 2015, including the reports of the independent
registered public accounting firm with respect thereto, see Exhibit 99.2 filed
as part of this annual report on Form 40-F.

CERTIFICATIONS

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

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

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

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MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

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

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

Management conducted an evaluation of the design and operation
of the Companys internal control over financial reporting as of December 31,
2016, based on the criteria set forth in Internal Control Integrated
Framework (2013)issued by the Committee of Sponsoring Organizations
of the Treadway Commission. This evaluation included review of the documentation
of controls, evaluation of the design effectiveness of controls, testing of the
operating effectiveness of controls and a conclusion on this evaluation. Based
on this evaluation, management has concluded that the Companys internal control
over financial reporting was effective as of December 31, 2016. The managements
report entitled Managements Report on Internal Control Over Financial
Reporting is included with the Audited Financial Statements, which are part of
the Annual Report for the year ended December 31, 2016, attached as Exhibit 99.2
to this annual report on Form 40-F.

The Companys independent registered public accounting firm
have issued an attestation report on the Companys internal control over
financial reporting as of December 31, 2016, included with the Audited Financial
Statements, which are part of the Annual Report for the year ended December 31,
2016, attached as Exhibit 99.2 to this annual report on Form 40-F.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

The required disclosure is included in the Report of
Independent Registered Public Accounting Firm that accompanies the Companys
Audited Financial Statements for the years ended December 31, 2016 and 2015,
filed as Exhibit 99.2 to this annual report on Form 40-F.

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR
that the Registrant sent during the year ended December 31, 2016 concerning any
equity security subject to a blackout period under Rule 101 of Regulation
BTR.

AUDIT COMMITTEE

The Companys Board of Directors has a separately designated
standing Audit Committee established in accordance with section 3(a)(58)(A) of
the Exchange Act. The members of the Companys Audit Committee are identified on
page 89 of the AIF, included as Exhibit 99.1 and filed as part of this annual
report on Form 40-F. In the opinion of the Companys Board of Directors, all
members of the Audit Committee are independent (as determined under Rule 10A-3
of the Exchange Act and the rules of the New York Stock Exchange) and are
financially literate.

Audit Committee Financial Expert

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

5

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CODE OF ETHICS

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

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

During the year ended December 31, 2016, there were no
amendments to the code and no waivers, including implicit waivers, granted from
any provision of the code. All amendments to the code, and all waivers of the
code, including an implicit waiver, with respect to any of the employees,
officers and directors covered by it, will be posted on the Companys website
within five business days of the amendment or waiver and provided in print to
any shareholder who requests them. The Companys Code of Business Conduct and
Ethics is located on its website at www.silverwheaton.com. Information on or accessible
through the Companys website is not incorporated by reference into this annual
report on Form 40-F.

PRINCIPAL ACCOUNTING FEES AND SERVICES-INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Deloitte LLP was the Companys independent registered public
accounting firm for the financial years ended December 31, 2016 and 2015. See
page 96 of the AIF, which is filed as Exhibit 99.1 to this annual report on Form
40-F, for the total amount billed to the Company by Deloitte LLP for services
performed in the last two financial years by category of service (for audit
fees, audit-related fees, tax fees and all other fees) in Canadian dollars.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED
BYINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The required disclosure is included on page 96 of the AIF filed
as Exhibit 99.1 to this annual report on Form 40-F.

OFF-BALANCE SHEET ARRANGEMENTS

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

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

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

MINE SAFETY DISCLOSURE

Not applicable.

6

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UNDERTAKING

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

CONSENT TO SERVICE OF PROCESS

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

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

7

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SIGNATURES

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

| | SILVER WHEATON CORP.               
| | -----------------------------------
| |                                    
| | By: /s/ Randy V. J.
      Smallwood
| | Name: Randy V. J. Smallwood        
| | Title: Chief Executive Officer     

Date: March 31, 2017

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EXHIBITS

|99.1  | Annual Information Form of the Company for the year ended
  December 31, 2016                                                                                                     
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                   
|99.2  | Annual Report of the Company for the year ended December
      31, 2016, including Managements Discussion & Analysis and Annual
      Financial Statements                       
|      |                                                                                                                                                                                   
|99.3  | CEO Certification pursuant to Rule 13a-14(a) or 15d-14(a)
      of the Securities Exchange Act of 1934, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002
|      |                                                                                                                                                                                   
|99.4  | CFO Certification pursuant to Rule 13a-14(a) or 15d-14(a)
      of the Securities Exchange Act of 1934, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002
|      |                                                                                                                                                                                   
|99.5  | CEO Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002                                                  
|      |                                                                                                                                                                                   
|99.6  | CFO Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002                                                  
|      |                                                                                                                                                                                   
|99.7  | Consent of Deloitte LLP, Independent Registered Public
      Accounting Firm                                                                                                      
|      |                                                                                                                                                                                   
|99.8  | Consent of N. Burns                                                                                                                                                               
|      |                                                                                                                                                                                   
|99.9  | Consent of R. Ulansky                                                                                                                                                             
|      |                                                                                                                                                                                   
|99.10 | Consent of G. Vos                                                                                                                                                                 
|      |                                                                                                                                                                                   
|99.11 | Consent of G. Verly                                                                                                                                                               
|      |                                                                                                                                                                                   
|99.12 | Consent of A. Simon                                                                                                                                                               
|      |                                                                                                                                                                                   
|99.13 | Consent of P. Lacombe                                                                                                                                                             
|      |                                                                                                                                                                                   
|99.14 | Consent of D. Hickson                                                                                                                                                             
|      |                                                                                                                                                                                   
|99.15 | Consent of V. Khera                                                                                                                                                               
|      |                                                                                                                                                                                   
|99.16 | Consent of S. Searston                                                                                                                                                            

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