Exhibit 4.2


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is dated as of November 2, 2007, by and between Mines Management, Inc., an
Idaho corporation (the “Company”) and Silver Wheaton Corp., a
corporation continued under the laws of the Province of Ontario  (the “Investor”).


 


WHEREAS, the Company and the Investor have entered
into that certain Subscription Agreement as of an even date herewith (the “Subscription
Agreement”).


 


WHEREAS, as a material inducement to the Investor to
consummate the transactions contemplated by the Subscription Agreement, the
Company has agreed to enter into this Agreement with the Investor.


 


NOW, THEREFORE, in consideration of the mutual
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the Investor and the Company hereby agree as follows:


 


ARTICLE I.

DEFINITIONS


 


1.1           Definitions. Unless otherwise defined herein or in the
Subscription Agreement, the following terms shall have the following meanings
for purposes of this Agreement:


 


(a)           “Affiliate”
shall mean any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
Person as such terms are used in and construed in Rule 144 under the Securities
Act. With respect to the Investor, any investment fund or managed account that
is managed on a discretionary basis by the same investment manager as the
Investor will be deemed to be an Affiliate of the Investor.


 


(b)           “Closing Date”
shall have the meaning given to such term in the Subscription Agreement.


 


(c)           “Commission”
shall mean the United States Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.


 


(d)           “Common Stock”
shall mean the common stock of the Company, par value US$0.001 per share.


 


(e)           “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and all rules and
regulations promulgated thereunder.


 


(f)            “Form S-3”
shall mean such form under the Securities Act as is in effect on the date
hereof or any successor registration form under the Securities Act subsequently
adopted by the Commission that permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the Commission.


 


(g)           “Holder”
shall mean holders of Registrable Securities that have registration rights
pursuant to this Agreement.


 

















 


(h)           “Person”
shall mean an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind.


 


(i)            “Prospectus”
shall mean the prospectus included in any Shelf Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as
amended or supplemented by any prospectus supplement (including, without
limitation, any prospectus supplement containing the terms of the offering of
any portion of the Registrable Securities covered by such Shelf Registration
Statement), and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.


 


(j)            “Register,” “registered”
and “registration” shall refer to a registration effected by preparing
and filing a registration statement in compliance with the Securities Act and
the declaration or ordering of effectiveness of such registration statement by
the Commission.


 


(k)           “Registrable
Securities” shall mean shares of Common Stock acquired by the Investor
pursuant to the Subscription Agreement, plus any shares of Common Stock issued
as a dividend or distribution with respect to the shares of Common Stock
described in the foregoing clause. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when (i) such
securities shall have been transferred or disposed of pursuant to an effective
registration statement under the Securities Act or an exemption from the
registration requirements of the Securities Act, new certificates therefor not
bearing a legend restricting further transfer shall have been delivered by the
Company, and the subsequent transfer or disposition of such securities shall not
require their registration or qualification under the Securities Act or any
similar state law then in force or (ii) such securities shall have ceased
to be outstanding.


 


(l)            “Registration
Default” shall have the meaning ascribed to such term in Section 2.1(c).


 


(m)          “Registration
Default Period” shall have the meaning ascribed to such term in Section
2.1(c).


 


(n)           “Securities Act”
shall mean the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.


 


(o)           “Shelf
Registration Statement” shall have the meaning ascribed to such term in
Section 2.1(a).


 


ARTICLE II.

REGISTRATION RIGHTS


 


2.1           Form S-3 Shelf Registration.


 


(a)           Registration. The
Company shall prepare and file with the Commission as soon as practicable but
in any event within forty-five (45) days after the Closing Date (the “Filing
Deadline”) and use its commercially reasonable efforts to have declared
effective as soon as practicable thereafter (but in any event within one
hundred twenty (120) days after the Closing Date (“Effectiveness Deadline”)),
a registration statement on Form S-3 (or, if the Company is not then eligible
to use Form S-3, another appropriate form) providing for the resale by the
Holders of all of the Registrable Securities 


 


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(the “Shelf Registration Statement”). The Shelf
Registration Statement may include securities other than those held by Holders.
The Company shall use its commercially reasonable efforts to file such
amendments (including post-effective amendments) and supplements and undertake
such other actions as necessary to keep the Shelf Registration Statement
continuously effective (subject to Section 2.1(b)), pursuant to the Securities
Act promulgated thereunder, until the earliest to occur of (i) the second
anniversary  of the Closing Date
and (ii) as to a particular Holder, (A) such time as all Registrable
Securities held by such Holder have been sold pursuant to the Shelf
Registration Statement, or (B) the date on which such Holder can sell all of
its Registrable Securities without restriction pursuant to Rule 144(k) (such
period, the “Registration Period”). In the event that the Shelf
Registration Statement shall cease to be effective during the Registration
Period, the Company shall promptly prepare and file a new registration
statement covering all Registrable Securities and shall use its commercially
reasonable efforts to have such registration statement declared effective as
soon as practicable. Any such registration statement shall be considered a “Shelf
Registration Statement” hereunder.


 


(b)           Suspension. If in the
good faith judgment of the Board of Directors of the Company, following the
advice of its counsel, it is determined that: 
(i) the Company would be in violation of the Securities Act or
Exchange Act for sales to be made from the Shelf Registration Statement, or
(ii) there exists a material development that the Company would be obligated to
disclose in the Shelf Registration Statement, which disclosure would be
premature or inadvisable, then the Company will be permitted to suspend the use
of the Shelf Registration Statement from time to time for a period not to
exceed forty-five (45) days in any one instance, or an aggregate of ninety (90)
days in any twelve month period (the “Suspension Period”). In the event
of any suspension of the effectiveness of the Shelf Registration Statement or
similar event, the Company will immediately notify the Holders by facsimile. Upon
receipt of notification from the Company of any suspension of the effectiveness
of the Shelf Registration Statement or similar event, the Holders will
immediately discontinue disposition of the securities pursuant to the Shelf
Registration Statement, until notified that sales may be resumed thereunder. In
such event, the Company will use commercially reasonable efforts to cause the
use of the Shelf Registration Statement so suspended to be resumed as soon as
the violation can be corrected or the Company determines that the disclosure of
such material development is no longer inadvisable, but in no event beyond the
Suspension Period.


 


(c)           Registration
Default. The parties hereto agree that the Holder of Registrable
Securities will suffer damages and that it would not be feasible to ascertain
the extent of such damages with precision, if:


 


(i)            the
Company has failed to perform its obligation, set forth in the first sentence
of Section 2.1(a) hereof, on or prior to the Filing Deadline;


 


(ii)           a
Shelf Registration Statement has not been declared effective under the Securities
Act on or prior to the Effectiveness Deadline; or


 


(iii)          except for a Suspension Period as permitted
in Section 2.1(b) hereof, the Company has failed to maintain the effectiveness
of the Shelf Registration Statement


 


Each event described in any of the foregoing clauses
(i) through (iii) is individually referred to herein as a “Registration
Default.” For purposes of this Agreement, each Registration Default set
forth above shall begin and end on the dates set forth in the table set forth
below:


 


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  Type of

  Registration

  Default by Clause

  	
   

  	
  Beginning
  Date

  	
   

  	
  Ending
  Date

  
	
  (i)

  	
   

  	
  Filing Deadline

  	
   

  	
  the date a Registration Statement is filed

  
	
  (ii)

  	
   

  	
  Effectiveness Deadline

  	
   

  	
  the date a Registration Statement becomes effective
  under the Securities Act or the Registration Period ends

  
	
  (iii)

  	
   

  	
  Non-effectiveness of the Shelf Registration
  Statement, absent allowable Suspension Period

  	
   

  	
  the date a Registration Statement becomes effective
  under the Securities Act or the Registration Period ends

  



 


Commencing on (and including) any date that a
Registration Default has begun and ending on (but excluding) the next date on
which there are no Registration Defaults that have occurred and are continuing
(a “Registration Default Period”),
the Company shall be required to pay to the Holder of Registrable Securities in
respect of each month in the Registration Default Period an amount equal to
one-half of one percent (1/2%)  of the
aggregate market value of the Registrable Securities held by such Holder (the “Default
Payment”), payable in cash. Payment shall be due at the end of each month
during the Registration Default Period, with a pro rated portion of the payment
being due for any portion of a month during which there is a Registration Default
Period. For the purposes of this section, the “aggregate market value” shall be
determined by the volume-weighted 20-day average trading price of the Common
Stock as quoted on the primary trading market (as determined by the monthly
average volume of trading in the Common Stock) for the Common Stock on the date
ten (10) days before payment is due (if such date is a day on which the primary
trading market is closed, then the date shall be the next trading day on which
the primary trading market is open).


 


(d)           Expenses. The
registration fees and expenses incurred by the Company in connection with the
Shelf Registration Statement, including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and disbursements
of counsel for the Company, blue sky fees and expenses, transfer agent expenses
and the expense of any special audits incident to or required by any such
registration, shall be borne by the Company. Each Holder shall be responsible
for any fees and expenses of its counsel or other advisers and for the
brokerage fees, commissions and discounts payable on sale of its Registrable
Securities.


 


2.2           Obligations of the Company. The Company shall furnish to the Holder
such number of copies of a Prospectus, including a preliminary Prospectus, in
conformity with the requirements of the Securities Act, and such other
documents (including prospectus supplements or amendments) as the Holder may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Securities owned by it that are included in such
registration. In addition, whenever required to effect the registration of any
Registrable Securities under this Agreement, the Company shall, as
expeditiously as reasonably possible:


 


(a)           Notify the Holder
(i) that the Shelf Registration Statement has become effective, (ii) of any
request by the Commission or any other federal or state governmental authority
during the period of effectiveness of a registration statement for amendments
or supplements to such registration statement or related prospectus or for
additional information, (iii) of the issuance by the Commission or any other
federal or state governmental authority of any stop order or similar action
suspending the effectiveness of a registration statement or the initiation of
any proceedings for that purpose, and (iv) after the receipt by the Company
from the Commission or any other federal or state governmental authority of any
notification with respect to the suspension of the qualification or exemption
from qualification of any 


 


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of the Registrable Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose.


 


(b)           Use commercially
reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of the Shelf Registration Statement.


 


(c)           Subject to the
provisions of Section 2.1(b), file such amendments (including
post-effective amendments) and supplements to the Shelf Registration Statement
and the Prospectus, file such documents as may be required to be incorporated
by reference in any of such documents, and take all other actions as may be
necessary to ensure to the Holders of Registrable Securities the ability to
effect the public resale of their Registrable Securities (including taking
commercially reasonable actions necessary to ensure the availability of a
Prospectus meeting the requirements of Section 10(a) of the Securities Act)
throughout the Registration Period.


 


2.3           Furnish Information. It shall be a condition precedent to the obligations
of the Company to take any action pursuant to Section 2.1 or Section 2.2 that
the Holder shall furnish to the Company such information regarding it and the
beneficial owners of the Registrable Securities held by it, trading in the
Registrable Securities, and the intended method of disposition of such
securities (and, when necessary, furnish updated information) as shall be
required to timely effect (and maintain the effectiveness of) the registration
of its Registrable Securities, including information that may be required by
the Commission. The Holder shall notify the Company when sales of Registrable
Securities have been affected pursuant to the Registration Statement.


 


2.4           Indemnification.


 


(a)           Indemnification by
the Company. To the extent permitted by law, the Company will
indemnify and hold harmless the Investor, each Holder, and its Affiliates and
each of their respective partners, officers, directors, managers, stockholders
and members (“Holder Parties”) against any losses, claims, damages,
liabilities, costs and expenses (joint and several), insofar as such losses,
claims, damages, liabilities, costs and expenses (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a “Violation”) by the Company: (i)
any untrue statement or alleged untrue statement of a material fact contained
(or incorporated by reference) in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendment
or supplements thereto, (ii) the omission or alleged omission to state therein
a material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or
any rule or regulation promulgated under the Securities  Act,
the  Exchange Act or any state securities
law in connection with the offering covered by such registration statement;
provided, however, that the  indemnity
agreement contained in this Section shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the written consent of the Company, which
consent shall not be unreasonably withheld, nor shall the Company be liable in
any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by a Holder Party.


 


(b)           Indemnification by
the Investor. To the extent permitted by law, the Holder Parties
will indemnify and hold harmless the Company, each of its directors, its
officers, its stockholders and each person, if any, who controls the Company
within the meaning of the Securities Act, against any losses, claims, damages
or liabilities to which the Company or any such director, officer or
controlling person may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based 


 


5

















 


upon any Violation, in each case to the extent (and only to
the extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by the Holder Parties specifically for use in
connection with such registration; provided, however, that the  indemnity agreement contained in this Section shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or  action if such settlement is effected
without the written consent of the Holder Parties, which consent shall not  be unreasonably withheld, and provided  further,
that the obligation of the Holder Parties under this Section 2.4 shall in
no event exceed the Purchase Price, as that term is defined in the Subscription
Agreement.


 


(c)           Procedure. Promptly
after receipt by an indemnified party under this Section 2.4 of notice of the
commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 2.4, deliver to the indemnifying party a
written notice of the  commencement
thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel selected by the indemnifying party and reasonably satisfactory to the
indemnified party;  provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would in
the written opinion of counsel to the indemnifying party, present a conflict of
interest between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if materially prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 2.4. No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each indemnified party, consent
to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.


 


(d)           Contribution. If the
indemnification provided for in this Section 2.4 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to any losses, claims, damages or liabilities referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall to the extent permitted by applicable law contribute to the amount paid
or payable by such indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the
other in connection with the Violation(s) that resulted in such loss, claim,
damage or liability, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by a court of law by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state
a material fact relates to information supplied by the indemnifying party or by
the  indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


 


(e)           Survival. The
obligations of the Company and any Holder under this Section 2.4 shall survive
completion of any offering of Registrable Securities pursuant to a registration
statement and the termination of this Agreement.


 


(f)            Rule 144 Reporting. With a
view to making available to the Holders the benefits of certain rules and
regulations of the Commission which may permit the resale of the Registrable
Securities to the public without registration, the Company agrees to use
commercially reasonable efforts to:


 


6

















 


(i)            Make
and keep public information regarding the Company available, as those terms are
understood and defined in Rule 144 under the Securities Act or any similar or
analogous rule promulgated under the Securities Act, at all times after the
effective date of the Shelf Registration Statement and through the Registration
Period;


 


(ii)           File
with the Commission, in a timely manner, all reports and other documents
required of the Company under the Exchange Act during the Registration Period;
and


 


(iii)          So long as a Holder owns Registrable
Securities, furnish to such Holder upon written request (i) a written
statement by the Company as to its compliance with the reporting requirements
of Rule 144 under the Securities Act, and of the Exchange Act, (ii) by
electronic delivery a copy of the most recent annual or quarterly report of the
Company and such other reports and documents as an Investor or Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing it to sell any such securities without registration.


 


2.5           Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Article 2 may be assigned by
the Investor to a transferee or assignee of Registrable Securities; provided
that prior to the transfer, (i) the Investor shall furnish to the Company
written notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being assigned
and (ii) such transferee shall agree in writing to be subject to all
restrictions applicable to and obligations of the Investor set forth in this
Agreement.


 


ARTICLE III.

MISCELLANEOUS


 


3.1           Termination of Agreement. This Agreement shall terminate upon the
earliest to occur of (A) such time as all Registrable Securities have been
sold pursuant to the Shelf Registration Statement, or (B) the date on
which each Holder can sell all of its Registrable Securities without
restriction pursuant to Rule 144.


 


3.2           Entire Agreement. This Agreement contains the entire agreement between
the parties hereto pertaining to the subject matter hereof and supersedes all
prior agreements between them with respect thereto.


 


3.3           Amendment; Waiver. Neither this Agreement nor any term hereof may be
amended, waived or discharged other than by written instrument signed by the
Company and the Investor.


 


3.4           Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic substantive laws of the State of Idaho, without
giving effect to any choice or conflict of law provision or rule that would
cause the application of the laws of any other jurisdiction.


 


3.5           Notices. All notices and other communications given to any
party hereto pursuant to this Agreement shall be in writing and shall be hand
delivered, or sent either by (a) certified mail, postage prepaid, return
receipt requested; (b) electronic mail, (c) an overnight express courier
service that provides written confirmation of delivery; or (d) facsimile
transmission with written confirmation by the sending machine or with telephone
confirmation of receipt (provided that a confirming copy is sent by overnight
express courier service that provides written confirmation of delivery),
addressed as follows:


 


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(a)           If to the Company:


 


Mines
Management, Inc. 

901 West Riverside, Suite 311

Spokane, Washington  99201

Tel: (509) 838-6050

Fax: (509) 838-0486

Attention:  Chief Financial Officer


 


with a copy to:


 


Davis Graham & Stubbs
LLP

1550 17th Street, Suite 500

Denver, CO 80202

Tel: 303-892-9400

Fax: 303-893-1379

Attention:  Patricia Peterson, Esq.


 


(b)           To the Investor:


 


666 Burrard Street, Suite 3150


Vancouver, British Columbia


Canada  V6C 2X8


Phone:  (604)
684-9648


Fax:  (604)
684-3123


Attention: 
Chief Financial Officer


 


With a copy to:


 


Cassels Brock & Blackwell LLP


40 King Street West, Suite 2100


Toronto, Ontario


Canada  M5H 3C2


Phone:  (416)
869-5407


Fax:  (416)
350-6933


Attention:  Mark
T. Bennett


 


Any communication given
in conformity with this Section 3.5 shall be effective upon the earlier of
actual receipt or deemed delivery. Delivery shall be deemed to have occurred as
follows: if hand delivered on the day so delivered; if mailed, three business
days after the same is deposited in the post; if telecopied or sent by
electronic mail, upon written confirmation by the sending machine of effective
transmission or upon telephone confirmation of receipt; and if sent by
overnight express courier service, the next business day. Any party may at any
time change its address for receiving communications pursuant to this Section
3.5 by giving notice of a new address in the manner provided herein.


 


3.6           Assignment. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto, all permitted transferees and assignees of
Investor, and all of the respective successors and assigns of Investor, to the
extent permitted by this Agreement.


 


3.7           Invalid Provision. If any term or provision of this Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable in
any respect, the remainder of the terms and 


 


8

















 


provisions shall
be unaffected and shall remain in full force and effect, and any such invalid,
void or unenforceable term or provision shall be construed by limiting it so as
to be valid and enforceable to the maximum extent compatible with, and possible
under, applicable law.


 


3.8           Time Periods. In computing the number of days for any purpose of
this Agreement, all days shall be counted including Saturdays, Sundays and
holidays, except that if the last day of any period occurs on a Saturday,
Sunday or holiday, the period will be deemed extended to the end of the next
succeeding day which is not a Saturday, Sunday or holiday. A holiday for
purposes of this Agreement shall mean those days on which banks in the State of
Washington may, or are obligated to, remain closed.


 


3.9           Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


3.10         Delivery by Facsimile. This Agreement, the agreements referred to herein,
and each other agreement or instrument entered into in connection herewith or
therewith or contemplated hereby or thereby, and any amendments hereto or
thereto, to the extent signed and delivered by means of a facsimile machine,
shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person. At the request
of any party hereto or to any such agreement or instrument, each other party
hereto or thereto shall re-execute original forms thereof and deliver them to
all other parties. No party hereto or to any such agreement or instrument shall
raise the use of a facsimile machine to deliver a signature or the fact that
any signature or agreement or instrument was transmitted or communicated
through the use of a facsimile machine as a defense to the formation or
enforceability of a contract and each such party forever waives any such
defense.


 


3.11         Interpretation of Agreement. The parties hereto
acknowledge and agree that this Agreement has been negotiated at arm’s-length
and among parties equally sophisticated and knowledgeable in the matters dealt
with in this Agreement. Accordingly, any rule of law or legal decision that
would require interpretation of any ambiguities in this Agreement against the
party that has drafted it is not applicable and is waived. The provisions of
this Agreement shall be interpreted in a reasonable manner to effect the intent
of the parties as set forth in this Agreement.


 


[signature pages follow]


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.


 


	
   

  	
  MINES MANAGEMENT, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Moore

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James H. Moore

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SILVER WHEATON CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Noel Watson

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Noel Watson

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer