Last updated on April 23, 2014 at 16:13 EDT

Silver Wheaton completes definitive agreement with Vale S.A. and definitive agreement on new credit facilities

February 28, 2013


VANCOUVER, Feb. 28, 2013 /PRNewswire/ – Silver Wheaton Corp. (“Silver Wheaton”
or the “Company”) (TSX: SLW) (NYSE: SLW) is pleased to announce that, further to the press release dated February
5, 2013, Silver Wheaton has entered into a definitive agreement to
acquire from a subsidiary of Vale S.A. (“Vale”) (NYSE: VALE) an amount
of gold equal to 25% of the life of mine gold production from its
Salobo Mine, located in Brazil, as well as 70% of the gold production,
for a 20-year term, from certain of its Sudbury Mines located in
Canada. The transaction is no longer subject to Vale board approval,
which has now been obtained.

The Company will pay Vale, within 10 business days of this press
release, total cash consideration of US$1.90 billion, and has issued to
Vale 10 million Silver Wheaton warrants with a strike price of US$65
and a term of 10 years(1). US$1.33 billion will be paid for 25% of the gold production from
Salobo, while US$570 million, plus the 10 million Silver Wheaton
warrants issued to Vale, will be the consideration for 70% of the
Sudbury gold production. Silver Wheaton will make ongoing payments of
the lesser of US$400 (subject to a 1% annual inflation adjustment from
2016 for Salobo) and the prevailing market price, for each ounce of
gold delivered under the agreement.

In addition, Silver Wheaton has finalized the terms and entered into two
new unsecured credit facilities, comprised of (1) a $1 billion
revolving credit facility having a 5 year term (the “Revolving
Facility”); and (2) a $1.5 billion bridge financing facility having a 1
year term (the “Bridge Facility”). The Revolving Facility and Bridge
Facility replaced the $400 million Revolver Loan and the Term Loan,
with the latter being repaid in full on February 22, 2013. For the
Revolving Facility, Scotiabank and BMO Capital Markets acted as Co-Lead
Arrangers and Joint Bookrunners, Canadian Imperial Bank of Commerce,
Royal Bank of Canada and The Toronto Dominion Bank acted as
Co-Documentation Agents and Bank of Tokyo-Mitsubishi UFJ (Canada), HSBC
Bank Canada and Export Development Canada acted as Senior Managers. For
the Bridge Facility, Scotiabank and BMO Capital Markets acted as
Co-Lead Arrangers and Joint Bookrunners, Canadian Imperial Bank of
Commerce and Royal Bank of Canada acted as Co-Documentation Agents and
The Toronto Dominion Bank and Export Development Canada acted as Senior
Managers. Combined with cash on hand, the additional credit capacity offered by
these new credit facilities provides Silver Wheaton with sufficient
access to capital to fund the upfront payment to Vale, while continuing
its pursuit of additional accretive growth opportunities.


Silver Wheaton is the largest precious metals streaming company in the
world. Based upon its current agreements, forecast 2013 attributable
production is approximately 33.5 million silver equivalent ounces(2), including 145 thousand ounces of gold. By 2017, annual attributable
production is anticipated to increase significantly to approximately 53
million silver equivalent ounces(2), including 180 thousand ounces of gold. This growth is driven by the
Company’s portfolio of low-cost and long-life assets, including silver
and precious metal streams on Barrick’s Pascua-Lama project, Hudbay’s
Constancia project, and Vale’s Salobo and Sudbury mines. 


The information contained herein contains “forward-looking statements”
within the meaning of the United States Private Securities Litigation
Reform Act of 1995 and “forward-looking information” within the meaning
of applicable Canadian securities legislation. Forward-looking
statements, which are all statements other than statements of
historical fact, include, but are not limited to, statements with
respect to the future price of silver and gold, the estimation of
mineral reserves and resources, the realization of mineral reserve
estimates, the timing and amount of estimated future production, costs
of production, reserve determination, reserve conversion rates and
statements as to any future dividends. Generally, these forward-looking
statements can be identified by the use of forward-looking terminology
such as “plans”, “expects” or “does not expect”, “is expected”,
“budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, or “believes”, or variations of
such words and phrases or statements that certain actions, events or
results “may”, “could”, “would”, “might” or “will be taken”, “occur” or
“be achieved”. Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
Silver Wheaton to be materially different from those expressed or
implied by such forward-looking statements, including but not limited
to: fluctuations in the price of silver and gold; the absence of
control over mining operations from which Silver Wheaton purchases
silver or gold and risks related to these mining operations including
risks related to fluctuations in the price of the primary commodities
mined at such operations, actual results of mining and exploration
activities, economic and political risks of the jurisdictions in which
the mining operations are located and changes in project parameters as
plans continue to be refined; and differences in the interpretation or
application of tax laws and regulations; as well as those factors
discussed in the section entitled “Description of the Business – Risk
Factors” in Silver Wheaton’s Annual Information Form available on SEDAR
at www.sedar.com and in Silver Wheaton’s Form 40-F on file with the U.S. Securities and
Exchange Commission in Washington, D.C. Forward-looking statements are
based on assumptions management believes to be reasonable, including
but not limited to: the continued operation of the mining operations
from which Silver Wheaton purchases silver or gold, no material adverse
change in the market price of commodities, that the mining operations
will operate and the mining projects will be completed in accordance
with their public statements and achieve their stated production
outcomes, and such other assumptions and factors as set out herein.
Although Silver Wheaton has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking statements, there may be other factors
that cause results not to be as anticipated, estimated or intended.
There can be no assurance that forward-looking statements will prove to
be accurate. Accordingly, readers should not place undue reliance on
forward-looking statements. 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.


For further information on Mineral Reserves and Mineral Resources and on
Silver Wheaton more generally, readers should refer to Silver Wheaton’s
Annual Information Form for the year ended December 31, 2011, and other
continuous disclosure documents filed by Silver Wheaton since January
1, 2012, available on SEDAR at www.sedar.com. Silver Wheaton’s Mineral Reserves and Mineral Resources are subject to
the qualifications and notes set forth therein. Mineral Resources which
are not Mineral Reserves do not have demonstrated economic viability.

Cautionary Note to United States Investors Concerning Estimates of
Measured, Indicated and Inferred Mineral Resources:
The information contained herein uses the terms “Measured”, “Indicated”
and “Inferred” Mineral Resources. United States investors are advised
that while such terms are recognized and required by Canadian
regulations, the United States Securities and Exchange Commission does
not recognize them and expressly prohibits U.S. registered companies
from including such terms in their filings with the SEC. “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
other economic studies. United States investors are cautioned not to
assume that all or any part of Measured or Indicated Mineral Resources
will ever be converted into Mineral Reserves or that any exploration
potential will ever be converted to any category of Mineral Reserves or
Mineral Resources. United States investors are also cautioned not to
assume that all or any part of an Inferred Mineral Resource exists, or
is economically or legally mineable.  United States investors are urged
to consider closely the disclosure in Silver Wheaton’s Form 40-F, a
copy of which may be obtained from Silver Wheaton or from http://www.sec.gov/edgar.shtml.

Mr. Neil Burns, Silver Wheaton’s Vice President, Technical Services, is
a “qualified person” as such term is defined under National Instrument
43-101, and has reviewed and approved the technical disclosure in this
news release.


(1) The issue of the warrants is subject to receipt of all requisite
regulatory approvals including those from the Toronto Stock Exchange
and the New York Stock Exchange.

(2) Silver equivalent production forecast assumes a gold/silver ratio of

SOURCE Silver Wheaton Corp.

Source: PR Newswire