**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., anIdaho corporation (the “Company”) and Silver Wheaton Corp., acorporation continued under the laws of the Province of Ontario****(the “Investor”).

 

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

 

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

 

NOW, THEREFORE, in consideration of the mutualpromises contained herein, and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, and intending to belegally bound hereby, the Investor and the Company hereby agree as follows:

 

# ARTICLE I.DEFINITIONS

#  

## 1.1           Definitions. Unless otherwise defined herein or in theSubscription Agreement, the following terms shall have the following meaningsfor purposes of this Agreement:

##  

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

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

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

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

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

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### (f)            “Form S-3”shall mean such form under the Securities Act as is in effect on the datehereof or any successor registration form under the Securities Act subsequentlyadopted by the Commission that permits inclusion or incorporation ofsubstantial information by reference to other documents filed by the Companywith the Commission.

###  

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

 

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### (h)           “Person”shall mean an individual or corporation, partnership, trust, incorporated orunincorporated association, joint venture, limited liability company, jointstock company, government (or an agency or subdivision thereof) or other entityof any kind.

###  

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

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

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### (k)           “RegistrableSecurities” shall mean shares of Common Stock acquired by the Investorpursuant to the Subscription Agreement, plus any shares of Common Stock issuedas a dividend or distribution with respect to the shares of Common Stockdescribed in the foregoing clause. As to any particular Registrable Securities,such securities shall cease to be Registrable Securities when (i) suchsecurities shall have been transferred or disposed of pursuant to an effectiveregistration statement under the Securities Act or an exemption from theregistration requirements of the Securities Act, new certificates therefor notbearing a legend restricting further transfer shall have been delivered by theCompany, and the subsequent transfer or disposition of such securities shall notrequire their registration or qualification under the Securities Act or anysimilar state law then in force or (ii) such securities shall have ceasedto be outstanding.

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

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### (m)          “RegistrationDefault Period” shall have the meaning ascribed to such term in Section2.1(c).

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

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### (o)           “ShelfRegistration Statement” shall have the meaning ascribed to such term inSection 2.1(a).

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# ARTICLE II.REGISTRATION RIGHTS

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## 2.1           Form S-3 Shelf Registration.

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

 

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

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### (b)           Suspension. If in thegood faith judgment of the Board of Directors of the Company, following theadvice of its counsel, it is determined that: (i) the Company would be in violation of the Securities Act orExchange Act for sales to be made from the Shelf Registration Statement, or(ii) there exists a material development that the Company would be obligated todisclose in the Shelf Registration Statement, which disclosure would bepremature or inadvisable, then the Company will be permitted to suspend the useof the Shelf Registration Statement from time to time for a period not toexceed 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 eventof any suspension of the effectiveness of the Shelf Registration Statement orsimilar event, the Company will immediately notify the Holders by facsimile. Uponreceipt of notification from the Company of any suspension of the effectivenessof the Shelf Registration Statement or similar event, the Holders willimmediately discontinue disposition of the securities pursuant to the ShelfRegistration Statement, until notified that sales may be resumed thereunder. Insuch event, the Company will use commercially reasonable efforts to cause theuse of the Shelf Registration Statement so suspended to be resumed as soon asthe violation can be corrected or the Company determines that the disclosure ofsuch material development is no longer inadvisable, but in no event beyond theSuspension Period.

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### (c)           RegistrationDefault. The parties hereto agree that the Holder of RegistrableSecurities will suffer damages and that it would not be feasible to ascertainthe extent of such damages with precision, if:

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

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#### (ii)           aShelf Registration Statement has not been declared effective under the SecuritiesAct on or prior to the Effectiveness Deadline; or

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#### (iii)          except for a Suspension Period as permittedin Section 2.1(b) hereof, the Company has failed to maintain the effectivenessof the Shelf Registration Statement

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

 

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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 aRegistration Default has begun and ending on (but excluding) the next date onwhich 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 inrespect of each month in the Registration Default Period an amount equal toone-half of one percent (1/2%)****of theaggregate market value of the Registrable Securities held by such Holder (the “DefaultPayment”), payable in cash. Payment shall be due at the end of each monthduring the Registration Default Period, with a pro rated portion of the paymentbeing due for any portion of a month during which there is a Registration DefaultPeriod. For the purposes of this section, the “aggregate market value” shall bedetermined by the volume-weighted 20-day average trading price of the CommonStock as quoted on the primary trading market (as determined by the monthlyaverage volume of trading in the Common Stock) for the Common Stock on the dateten (10) days before payment is due (if such date is a day on which the primarytrading market is closed, then the date shall be the next trading day on whichthe primary trading market is open).

 

### (d)           Expenses. Theregistration fees and expenses incurred by the Company in connection with theShelf Registration Statement, including, without limitation, all registration,qualification and filing fees, printing expenses, escrow fees, fees and disbursementsof counsel for the Company, blue sky fees and expenses, transfer agent expensesand the expense of any special audits incident to or required by any suchregistration, shall be borne by the Company. Each Holder shall be responsiblefor any fees and expenses of its counsel or other advisers and for thebrokerage fees, commissions and discounts payable on sale of its RegistrableSecurities.

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## 2.2           Obligations of the Company. The Company shall furnish to the Holdersuch number of copies of a Prospectus, including a preliminary Prospectus, inconformity with the requirements of the Securities Act, and such otherdocuments (including prospectus supplements or amendments) as the Holder mayreasonably request in order to facilitate the public sale or other dispositionof the Registrable Securities owned by it that are included in suchregistration. In addition, whenever required to effect the registration of anyRegistrable Securities under this Agreement, the Company shall, asexpeditiously as reasonably possible:

##  

### (a)           Notify the Holder(i) that the Shelf Registration Statement has become effective, (ii) of anyrequest by the Commission or any other federal or state governmental authorityduring the period of effectiveness of a registration statement for amendmentsor supplements to such registration statement or related prospectus or foradditional information, (iii) of the issuance by the Commission or any otherfederal or state governmental authority of any stop order or similar actionsuspending the effectiveness of a registration statement or the initiation ofany proceedings for that purpose, and (iv) after the receipt by the Companyfrom the Commission or any other federal or state governmental authority of anynotification with respect to the suspension of the qualification or exemptionfrom qualification of any 

 

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

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### (b)           Use commerciallyreasonable efforts to obtain the withdrawal of any order suspending theeffectiveness of the Shelf Registration Statement.

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### (c)           Subject to theprovisions of Section 2.1(b), file such amendments (includingpost-effective amendments) and supplements to the Shelf Registration Statementand the Prospectus, file such documents as may be required to be incorporatedby reference in any of such documents, and take all other actions as may benecessary to ensure to the Holders of Registrable Securities the ability toeffect the public resale of their Registrable Securities (including takingcommercially reasonable actions necessary to ensure the availability of aProspectus meeting the requirements of Section 10(a) of the Securities Act)throughout the Registration Period.

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

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## 2.4           Indemnification.

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### (a)           Indemnification bythe Company. To the extent permitted by law, the Company willindemnify and hold harmless the Investor, each Holder, and its Affiliates andeach of their respective partners, officers, directors, managers, stockholdersand 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 respectthereof) 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 anypreliminary prospectus or final prospectus contained therein or any amendmentor supplements thereto, (ii) the omission or alleged omission to state thereina material fact required to be stated therein, or necessary to make the statementstherein not misleading, or (iii) any violation or alleged violation by theCompany of the Securities Act, the Exchange Act, any state securities law orany rule or regulation promulgated under the Securities**Act,the**Exchange Act or any state securitieslaw in connection with the offering covered by such registration statement;provided, however*,*that the**indemnityagreement contained in this Section shall not apply to amounts paid insettlement of any such loss, claim, damage, liability or action if suchsettlement is effected without the written consent of the Company, whichconsent shall not be unreasonably withheld, nor shall the Company be liable inany such case for any such loss, claim, damage, liability or action to theextent that it arises out of or is based upon a Violation which occurs inreliance upon and in conformity with written information furnished expresslyfor use in connection with such registration by a Holder Party.

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

 

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### upon any Violation, in each case to the extent (and only tothe extent) that such Violation occurs in reliance upon and in conformity withwritten information furnished by the Holder Parties specifically for use inconnection with such registration; provided, however, that the**indemnity agreement contained in this Section shall notapply to amounts paid in settlement of any such loss, claim, damage, liabilityor**action if such settlement is effectedwithout the written consent of the Holder Parties, which consent shall not**be unreasonably withheld, and providedfurther,that the obligation of the Holder Parties under this Section 2.4 shall inno event exceed the Purchase Price, as that term is defined in the SubscriptionAgreement.

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### (c)           Procedure. Promptlyafter receipt by an indemnified party under this Section 2.4 of notice of thecommencement of any action (including any governmental action), suchindemnified party will, if a claim in respect thereof is to be made against anyindemnifying party under this Section 2.4, deliver to the indemnifying party awritten notice of the**commencementthereof and the indemnifying party shall have the right to participate in, and,to the extent the indemnifying party so desires, jointly with any otherindemnifying party similarly noticed, to assume the defense thereof withcounsel selected by the indemnifying party and reasonably satisfactory to theindemnified party;**provided, however, that anindemnified party shall have the right to retain its own counsel, with the feesand expenses to be paid by the indemnifying party, if representation of suchindemnified party by the counsel retained by the indemnifying party would inthe written opinion of counsel to the indemnifying party, present a conflict ofinterest between such indemnified party and any other party represented by suchcounsel in such proceeding. The failure to deliver written notice to theindemnifying party within a reasonable time of the commencement of any suchaction, if materially prejudicial to its ability to defend such action, shallrelieve such indemnifying party of any liability to the indemnified party underthis Section 2.4. No indemnifying party, in the defense of any such claim orlitigation, shall, except with the consent of each indemnified party, consentto entry of any judgment or enter into any settlement which does not include asan unconditional term thereof the giving by the claimant or plaintiff to suchindemnified party of a release from all liability in respect to such claim orlitigation.

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### (d)           Contribution. If theindemnification provided for in this Section 2.4 is held by a court ofcompetent jurisdiction to be unavailable to an indemnified party with respectto any losses, claims, damages or liabilities referred to herein, theindemnifying party, in lieu of indemnifying such indemnified party thereunder,shall to the extent permitted by applicable law contribute to the amount paidor payable by such indemnified party as a result of such loss, claim, damage orliability in such proportion as is appropriate to reflect the relative fault ofthe indemnifying party on the one hand and of the indemnified party on theother in connection with the Violation(s) that resulted in such loss, claim,damage or liability, as well as any other relevant equitable considerations. Therelative fault of the indemnifying party and of the indemnified party shall bedetermined by a court of law by reference to, among other things, whether theuntrue or alleged untrue statement of a material fact or the omission to statea material fact relates to information supplied by the indemnifying party or bythe**indemnified party and the parties’relative intent, knowledge, access to information and opportunity to correct orprevent such statement or omission.

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### (e)           Survival. Theobligations of the Company and any Holder under this Section 2.4 shall survivecompletion of any offering of Registrable Securities pursuant to a registrationstatement and the termination of this Agreement.

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### (f)            Rule 144 Reporting. With aview to making available to the Holders the benefits of certain rules andregulations of the Commission which may permit the resale of the RegistrableSecurities to the public without registration, the Company agrees to usecommercially reasonable efforts to:

 

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#### (i)            Makeand keep public information regarding the Company available, as those terms areunderstood and defined in Rule 144 under the Securities Act or any similar oranalogous rule promulgated under the Securities Act, at all times after theeffective date of the Shelf Registration Statement and through the RegistrationPeriod;

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#### (ii)           Filewith the Commission, in a timely manner, all reports and other documentsrequired of the Company under the Exchange Act during the Registration Period;and

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#### (iii)          So long as a Holder owns RegistrableSecurities, furnish to such Holder upon written request (i) a writtenstatement by the Company as to its compliance with the reporting requirementsof Rule 144 under the Securities Act, and of the Exchange Act, (ii) byelectronic delivery a copy of the most recent annual or quarterly report of theCompany and such other reports and documents as an Investor or Holder mayreasonably request in availing itself of any rule or regulation of theCommission allowing it to sell any such securities without registration.

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## 2.5           Assignment of Registration Rights. The rights to cause the Company toregister Registrable Securities pursuant to this Article 2 may be assigned bythe Investor to a transferee or assignee of Registrable Securities; providedthat prior to the transfer, (i) the Investor shall furnish to the Companywritten notice of the name and address of such transferee or assignee and thesecurities with respect to which such registration rights are being assignedand (ii) such transferee shall agree in writing to be subject to allrestrictions applicable to and obligations of the Investor set forth in thisAgreement.

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# ARTICLE III.MISCELLANEOUS

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## 3.1           Termination of Agreement. This Agreement shall terminate upon theearliest to occur of (A) such time as all Registrable Securities have beensold pursuant to the Shelf Registration Statement, or (B) the date onwhich each Holder can sell all of its Registrable Securities withoutrestriction pursuant to Rule 144.

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

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

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## 3.4           Governing Law. This Agreement shall be governed by and construed inaccordance with the domestic substantive laws of the State of Idaho, withoutgiving effect to any choice or conflict of law provision or rule that wouldcause the application of the laws of any other jurisdiction.

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## 3.5           Notices. All notices and other communications given to anyparty hereto pursuant to this Agreement shall be in writing and shall be handdelivered, or sent either by (a) certified mail, postage prepaid, returnreceipt requested; (b) electronic mail, (c) an overnight express courierservice that provides written confirmation of delivery; or (d) facsimiletransmission with written confirmation by the sending machine or with telephoneconfirmation of receipt (provided that a confirming copy is sent by overnightexpress courier service that provides written confirmation of delivery),addressed as follows:

 

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### (a)           If to the Company:

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MinesManagement, Inc. 901 West Riverside, Suite 311Spokane, Washington  99201Tel: (509) 838-6050Fax: (509) 838-0486Attention:  Chief Financial Officer

 

with a copy to:

 

Davis Graham & StubbsLLP1550 17th Street, Suite 500Denver, CO 80202Tel: 303-892-9400Fax: 303-893-1379Attention:  Patricia Peterson, Esq.

 

### (b)           To the Investor:

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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:  MarkT. Bennett

 

Any communication givenin conformity with this Section 3.5 shall be effective upon the earlier ofactual receipt or deemed delivery. Delivery shall be deemed to have occurred asfollows: if hand delivered on the day so delivered; if mailed, three businessdays after the same is deposited in the post; if telecopied or sent byelectronic mail, upon written confirmation by the sending machine of effectivetransmission or upon telephone confirmation of receipt; and if sent byovernight express courier service, the next business day. Any party may at anytime change its address for receiving communications pursuant to this Section3.5 by giving notice of a new address in the manner provided herein.

 

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

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

 

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## provisions shallbe 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 asto be valid and enforceable to the maximum extent compatible with, and possibleunder, applicable law.

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## 3.8           Time Periods. In computing the number of days for any purpose ofthis Agreement, all days shall be counted including Saturdays, Sundays andholidays, 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 nextsucceeding day which is not a Saturday, Sunday or holiday. A holiday forpurposes of this Agreement shall mean those days on which banks in the State ofWashington may, or are obligated to, remain closed.

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

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## 3.10         Delivery by Facsimile. This Agreement, the agreements referred to herein,and each other agreement or instrument entered into in connection herewith ortherewith or contemplated hereby or thereby, and any amendments hereto orthereto, to the extent signed and delivered by means of a facsimile machine,shall be treated in all manner and respects as an original agreement orinstrument and shall be considered to have the same binding legal effect as ifit were the original signed version thereof delivered in person. At the requestof any party hereto or to any such agreement or instrument, each other partyhereto or thereto shall re-execute original forms thereof and deliver them toall other parties. No party hereto or to any such agreement or instrument shallraise the use of a facsimile machine to deliver a signature or the fact thatany signature or agreement or instrument was transmitted or communicatedthrough the use of a facsimile machine as a defense to the formation orenforceability of a contract and each such party forever waives any suchdefense.

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## 3.11         Interpretation of Agreement. The parties heretoacknowledge and agree that this Agreement has been negotiated at arm’s-lengthand among parties equally sophisticated and knowledgeable in the matters dealtwith in this Agreement. Accordingly, any rule of law or legal decision thatwould require interpretation of any ambiguities in this Agreement against theparty that has drafted it is not applicable and is waived. The provisions ofthis Agreement shall be interpreted in a reasonable manner to effect the intentof the parties as set forth in this Agreement.

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*[signature pages follow]*

 

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IN WITNESS WHEREOF, the parties hereto have executedthis 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 |   |   |

 

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