Aurcana Corporation

Aurcana Corporation's strategy is Growth through Acquisition. The 100% owned Shafter silver mine in Presidio County, Texas, which was acquired in July 2008 represents the third acquisition in two years.

The Shafter silver mine has a NI 43-101 measured and indicated resource of 23.8 million ounces or silver and an inferred resource of 22.8 million ounces of silver, both using a 4.0 ounce per ton cut off. The 80% owned La Negra mine in Queretaro State, Mexico, is a copper-silver-lead-zinc mine and has operated at 1,000 tonnes per day since Q3, 2007. The 100% owned Rosario mine in Sinaloa State, Mexico, is an advanced stage lead-zinc-silver exploration project. Andy Nichols, P.Eng., Vice President of Operations for Aurcana, and a Qualified Person as defined by National Instrument 43-101, supervised the preparation of the technical information in this release. The reader should be cautioned the Company has not completed feasibility studies confirming the projected production capacity for La Negra, Shafter or Rosario and there is no certainty the Company's plans will be economically viable.

ON BEHALF OF THE BOARD OF DIRECTORS OF AURCANA CORPORATION

Ken Booth, President

Caution Regarding Forward-Looking Statements - This news release contains certain forward-looking statements, including statements regarding the business and anticipated financial performance of the Company. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include unsuccessful exploration results, changes in metal prices, changes in the availability of funding for mineral exploration and development, unanticipated changes in key management personnel and general economic conditions. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, oral or written, made by itself or on its behalf.

SOURCE: Aurcana Corporation

Aurcana Corporation
Ken Booth
President
(604) 331-9333 or Toll Free: 1-866-532-9333
Aurcana Corporation
Jack Barnes
Investor Relations
(604) 331-9333 or Toll Free: 1-866-532-9333
Email: jbarnes@aurcana.com
Website: www.aurcana.com

La Negra

- 81,989 tonnes of ore processed during 3rd quarter September 30, 2008.

- 2,614 tonnes of copper concentrate containing 463 tonnes of payable copper, 993 tonnes of zinc concentrate containing 363 tonnes of payable zinc and 124,572 ounces of silver sold for the 3rd quarter.

- Revenues, net of adjustments, of $3,848,356 for the third quarter September 30, 2008.

- In July 2008 the Company received US$25 million from Silver Wheaton Corp. relating to a silver off-take agreement on the 80% owned, La Negra mine.

Shafter

- In July 2008, the Company completed the acquisition of the Shafter silver mine, from Silver Standard Resources Inc.

- The project has much of the infrastructure in place, such as 5,100 ft of underground development a 900 ft shaft and hoist, electrical substation. The Company is moving forward with engineering studies and permitting.

- In July 2008 the Company Tetra Tech Inc., of Golden Colorado completed a compliant NI 43-101 Report confirming a measured and indicated resource of 24.6 million ounces of silver and an inferred resource of 22.8 million ounces of silver using a four ounce per ton cut off.

During the quarter ended September 30, 2008, the Company realized total revenues of $3.8 million from the sale of 463 tonnes of payable copper, 363 tonnes of payable zinc and 124,572 ounces of silver. The average price for sales of copper, zinc and silver during the period were Cu - $3.24, Ag - $14.38 and Zn - $0.82. An adjustment to the Company's second quarter June 30, 2008 revenue of $438,087 was made during the third quarter September 30, 2008 as a result of lower metal prices. Falling metal prices in the quarter, compared to earlier in the year and 2007, and the timing of the finalization of previous sales, where the concentrate buyer can choose the final metal prices over a four months, resulted in sales adjustments year to date totaling a deduction from sales of $542,313.

For the three months ended September 30, 2007 being the first quarter of production, revenues were $3.9 million from the sale of 392 tonnes of payable copper (463 tonnes in Q3/08), 143 tonnes of payable zinc (363 tonnes in Q3/08) and 96,065 ounces silver (124,572 ounces in Q3/08). Average prices for sales of copper, zinc and silver during the three month period ended September 30, 2007 were Cu - $3.40 ($3.24 in Q3/08), Ag - $18.53 ($14.38 in Q3/08) and Zn - $1.49 ($0.82 in Q3/08).

For the quarter ended September 30, 2008 the Company reported a net loss of $3,745,498 or $0.04 loss per share and an operating loss of $166,367 compared to net loss of $144,422 or $0.00 per share and an operating profit of $1,194,320 for the three months ended September 30, 2007. The operating loss combined with a one time corporate finance fee and foreign exchange losses of $932,313 contributed to the net loss. For the nine months ended September 30, 2008 the Company recorded a net loss of $5,146,160 or $0.05 loss per share and operating income of $1,318,405 compared to a net loss of $3,373,795 or $0.04 loss per share and an operating income of $1,194,320 for the nine months ended September 30, 2007.

At the end of the third quarter September 30, 2008 the Company had cash and cash equivalents of $2.9 million.

LA NEGRA MINE

For the first nine months of 2008 the La Negra mine continued to achieve its budgeted daily throughput of 1,000 tonnes per day of ore processed and generated positive operating cashflow before adjustments related to finalization of previous concentrate sales which were impacted by falling metal prices. During the three months ended September 30, 2008 the La Negra mine produced operating cash flow of US$458,080 and for the nine months ended September 30, 2008 the operating cash flow was US$2.69 million. Negatively impacting the operating cashflow at the mine were labour, power and maintenance costs, with hourly workers and staff being 22% higher than in the same period in 2007. The Company and management at the mine are addressing the number of workers and the maintenance costs and are implementing plans to achieve savings.

-----------------------------------------------------------------------
                                   3 months ended        9 months ended
La Negra Mine (100%)(i)             Sept 30, 2008         Sept 30, 2008
-----------------------------------------------------------------------
Tonnes of ore Processed                    81,989               227,631
-----------------------------------------------------------------------
Average Grade
 Zinc                                        1.04%                 0.91%
 Copper                                      0.74%                 0.80%
 Silver (g/t)                                  74                    73
-----------------------------------------------------------------------
Tonnes of Zinc concentrate sold               993                 2,056
-----------------------------------------------------------------------
Pounds of Zinc                            800,415             1,651,545
-----------------------------------------------------------------------

-----------------------------------------------------------------------
Tonnes of Copper-Silver concentrate
 sold                                       2,614                 7,362
-----------------------------------------------------------------------
Pounds of Copper                        1,020,915             2,890,755
-----------------------------------------------------------------------
Ounces of Silver                          124,572               334,562
-----------------------------------------------------------------------

-----------------------------------------------------------------------
Revenues (US$)                        $ 3,442,393          $ 11,265,309
-----------------------------------------------------------------------
Operating Cash Cost per tonne (US$)   $     43.60          $      41.71
-----------------------------------------------------------------------

-----------------------------------------------------------------------
Operating Cash Flow (US$)             $   458,080          $  2,688,546
-----------------------------------------------------------------------
(i) Aurcana owns 80% of La Negra

N.I. 43-101 reports were completed on two of the 23 known deposits. The Alacran chimney deposit N.I. 43-101 compliant reserve calculation doubled the historical reserve figure. The Alacran chimney is interpreted to continue to depth as a well mineralized breccia deposit. The Monica ore body is a manto structure which dips moderately to the northwest. The NI 43-101 compliant deposit resource was calculated over only a 200 metre vertical distance down to the 2,055 level which resulted in an eleven-fold increase in tonnage compared to the historical resource figure. Further work has confirmed the structure continues down to and below the 2,000 foot level where evidence of higher copper grades is starting to emerge.

During the 2008 third quarter a silver stream agreement with Silver Wheaton Corp. for 50% of the life-of-mine silver production at La Negra resulted in a $25 million cash payment being made to Aurcana. Additionally $3.90 for each ounce of silver will be paid to Aurcana by Silver Wheaton at time of delivery.

SHAFTER SILVER MINE

On July 17, 2008, Aurcana closed the acquisition of a 100% interest in the Shafter silver mine ("Shafter") located in southwest Texas from Silver Standard Resources Inc. ("Silver Standard"). Aurcana paid Silver Standard US $23 million in cash; issued 15 million Aurcana common shares and a $10 million convertible debenture paying a 3% coupon. The debenture has a three year term and is convertible into 6.62 million Aurcana common shares at $1.51 per share.

In July, Tetra Tech completed an independent NI 43-101 Report using an economic cut off of four ounces per tonne.

-----------------------------------------------------------------------
Tetra Tech 43-101 Compliant Resource
-----------------------------------------------------------------------
                                        Silver         Contained Silver
Resources                   Tonnes    oz/tonne                   Ounces
-----------------------------------------------------------------------
Measured                   883,000        8.50                7,500,000
-----------------------------------------------------------------------
Indicated                2,017,000        8.48               17,100,000
-----------------------------------------------------------------------
Measured and Indicated   2,900,000        8.48               24,600,000
-----------------------------------------------------------------------
Inferred                 2,167,000       10.52               22,800,000
-----------------------------------------------------------------------
Assumes a 4.0 opt silver cut-off

Silver was mined in the Shafter region from 1883 until 1942, when the mine was closed, not from lack of ore, but by the War Act. Historically reported total production during that period was 35 million ounces of silver from 2.3 million tonnes of ore, at an average grade of 15.24 ounces per tonne.

A timely start up is anticipated as significant infrastructure is already in place, including a major power line and paved highway crossing the property, an electrical sub-station and components on site for a 2,000 tonne per day mill, a 1,050 foot shaft serviced by a 80 tonne per hour hoist and 5,100 feet of completed underground development.

Recently the Company appointed a project manager for Shafter and work is underway on a scoping study which is expected to be completed in January 2009. The results of the scoping study and tradeoffs will be used to guide a prefeasibility study which the Company expects to be finished in June 2009. The pre-feasibility study will select the mining method that will be used to optimize production capacity and maximize the project's economic return. The study will investigate the use of a decline to access the deposit, and mechanized room and pillar extraction. The decline will facilitate the efficient movement of supplies and large equipment for production and will allow the existing shaft to be dedicated to hoisting ore for the nearby mill. Initial calculations indicate that daily production could be sustained at a rate of up to 1,500 tonnes per day. The decline also potentially allows for early production and cash flow, as it will initially target resource blocks in the upper levels of the mine which are located above the water table.

ROSARIO

During the quarter ended September 30, 2008 the Company completed 3,817 metres of diamond drilling at Rosario. The drill program commenced on April 1st, with the objective to confirm the extent of mineralization associated with the San Francisco and Yecora vein systems with surface diamond drill holes which occur adjacent to the high grade San Juan vein. The program consisted of drilling holes from 2 drill stations on the San Francisco vein and holes on the Yecora vein and 1 hole at San Juan. In addition 8 holes were drilled at the Plomosas mine, 4 from surface and 4 from underground. Assay results are pending from the drill program and are anticipated by mid December 2008. A summary report on all activities completed at Rosario will be available by early 2009. As the Company turns its focus on to its Shafter Project in Texas, and its La Negra mining operation, management has put its Rosario project on care and maintenance. A small workforce will be kept at Rosario to provide security and to maintain the camp. Aurcana has been approached by several parties regarding a transaction for the Rosario project and as proposals are received they will be reviewed to maximize the value of Rosario in the current market.

ABOUT AURCANA CORPORATION

Aurcana Corporation's strategy is "Growth through Acquisition".

The Shafter silver mine represented the third acquisition in two years.

The 100% owned Shafter silver mine in Presidio County, Texas, is planned to start up at 3.2 million ounces silver annually. The 80% owned La Negra silver-lead-zinc-copper mine in Queretaro State, Mexico, operates at 1,000 tonnes per day. The 100% owned Rosario lead-zinc-silver exploration project, located in the Sierra Madre precious metals belt, Sinaloa State, Mexico, is being held for future development.

The reader should be cautioned the Company has not completed feasibility studies confirming the projected production capacity for La Negra or Shafter and there is no certainty the Company's plans will be economically viable.

ON BEHALF OF THE BOARD OF DIRECTORS OF AURCANA CORPORATION

Ken Booth, President

For further information, please visit the website at www.aurcana.com.

Caution Regarding Forward-Looking Statements - This news release contains certain forward-looking statements, including statements regarding the business and anticipated financial performance of the Company. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include unsuccessful exploration results, changes in metal prices, changes in the availability of funding for mineral exploration and development, unanticipated changes in key management personnel and general economic conditions. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward-looking statements, oral or written, made by itself or on its behalf.

SOURCE: Aurcana Corporation

Aurcana Corporation
Ken Booth
President
(604) 331-9333 or Toll Free: 1-866-532-9333
Aurcana Corporation
Jack Barnes
Investor Relations
(604) 331-9333 or Toll Free: 1-866-532-9333
(604) 633-9179 (FAX)
Email: jbarnes@aurcana.com
Website: www.aurcana.com

million (US$0.09 per share) and operating cash flows of US$26.7 million

(US$0.12 per share) for the third quarter of 2008.

THIRD QUARTER HIGHLIGHTS

- Net earnings of US$20.2 million (US$0.09 per share) from the sale of 2.7

million ounces of silver, compared to US$19.2 million (US$0.09 per share)

from the sale of 3.1 million ounces of silver in 2007.

- Operating cash flows of US$26.7 million (US$0.12 per share) compared with

US$27.1 million (US$0.12 per share) in 2007.

- On September 15, 2008, an early exercise of the Company's share purchase

and Series "A" publicly traded warrants was successfully completed. The

Company received gross cash proceeds in excess of C$120 million (US$113

million) which were used to pay down its bank debt.

- On October 2, 2008, the Company entered into an agreement with Alexco

Resource Corp. ("Alexco") to acquire 25% of the silver produced from

Alexco's Keno Hill project located in the Yukon Territory, Canada, for the

life of mine. Silver Wheaton will make upfront cash payments totalling US$50

million and, in addition, a per ounce cash payment of the lesser of US$3.90

and the prevailing market price is due (subject to an inflationary

adjustment), for silver delivered under the contract.

- On October 31, 2008, the Company announced that it had signed a letter of

intent with Augusta Resource Corporation ("Augusta") regarding a new silver

agreement superceding the December 19, 2007 letter of intent. An update of

Augusta's August 2007 bankable feasibility study, reflecting an increased

mineral resource, is expected to be completed by the end of December 2008,

following which Silver Wheaton and Augusta intend to discuss an efficient

structure for a transaction between them.

Operating results for the third quarter were negatively impacted by a 29%

decline in silver prices during the three month period, resulting largely

from difficult global economic conditions. Since the end of the third

quarter, these conditions have deteriorated further, resulting in a

continued weakening of silver prices.

"In September, we raised in excess of C$120 million of cash from the early

exercise of warrants which was applied against our debt facility. In a

challenging economic environment, our balance sheet remains strong and debt

repayment remains a priority," said Peter Barnes, President and Chief

Executive Officer of Silver Wheaton. "Although operating results for the

last several quarters have been disappointing, primarily as a result of

weaker than expected silver deliveries from the San Dimas mine in Mexico, I

am confident that the worst is now behind us. With production from

Penasquito now underway, we expect organic silver sales growth of

approximately 40% over the next year, and approximately 150% by 2013.

Despite these very challenging economic times, Silver Wheaton remains well

positioned for the future."

Silver Wheaton is the largest public mining company with 100% of its

operating revenue from silver production. The Company estimates, based upon

its current agreements, to have silver sales of three million ounces for the

fourth quarter of 2008, between 15 million and 17 million ounces in 2009,

and increasing to approximately 30 million ounces by 2013. The decrease in

forecasted sales volumes from previous estimates relates primarily to lower

projected silver flows from the San Dimas mine.

A conference call will be held Monday, November 3, 2008 at 11:00 am (Eastern

Time) to discuss these results. To participate in the live call use one of

the following methods:

Dial toll free from Canada or the US: 1-888-280-8771

Dial from outside Canada or the US: 1-416-641-6124

Dial toll free from parts of Europe: 800-6578-9898

Live audio webcast: www.silverwheaton.com

Participants should dial in five to ten minutes before the call.

The conference call will be recorded and you can listen to an archive of the

call by one of the following methods:

Dial toll free from Canada or the US: 1-800-408-3053

Dial from outside Canada or the US: 1-416-695-5800

Pass code: 3272822#

Archived audio webcast: www.silverwheaton.com

CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS

This news release contains "forward-looking statements" within the meaning

of the United States Private Securities Litigation Reform Act of 1995 and

applicable Canadian securities legislation. Forward-looking statements

include, but are not limited to, statements with respect to the future price

of silver, 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 and reserve

conversion rates. 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 state 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: risks related to

the integration of acquisitions, the absence of control over mining

operations from which Silver Wheaton purchases silver and risks related to

these mining operations, including risks related to international

operations, actual results of current exploration activities, actual results

of current reclamation activities, conclusions of economic evaluations,

changes in project parameters as plans continue to be refined, as well as

those factors discussed in the section entitled "Description of the Business

- Risk Factors" in Silver Wheaton's annual information form for the year

ended December 31, 2007 incorporated by reference into Silver Wheaton's Form

40-F on file with the U.S. Securities and Exchange Commission in Washington,

D.C. 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 such statements will prove to be accurate, as actual results and future

events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on forward-looking

statements. Silver Wheaton does not undertake to update any forward-looking

statements that are incorporated by reference herein, except in accordance

with applicable securities laws.

Third Quarter Report 2008

Silver Wheaton

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL

CONDITION FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008

This Management's Discussion and Analysis should be read in conjunction with

the Company's interim unaudited consolidated financial statements for the

three and nine months ended September 30, 2008 and related notes thereto

which have been prepared in accordance with Canadian generally accepted

accounting principles. In addition, the following should be read in

conjunction with the 2007 audited consolidated financial statements, the

related Management's Discussion and Analysis and the 2007 Annual Information

Form as well as other information relating to Silver Wheaton on file with

the Canadian provincial securities regulatory authorities and on SEDAR at

www.sedar.com. This Management's Discussion and Analysis contains "forward

looking" statements that are subject to risk factors set out in the

cautionary note contained herein. All figures are in United States dollars

unless otherwise noted. This Management's Discussion and Analysis has been

prepared as of November 3, 2008.

THIRD QUARTER HIGHLIGHTS

- Net earnings of $20.2 million ($0.09 per share) from the sale of 2.7

million ounces of silver, compared to $19.2 million ($0.09 per share) from

the sale of 3.1 million ounces of silver in 2007.

- Operating cash flows of $26.7 million (2007 - $27.1 million).

- On September 15, 2008, an early exercise of the Company's share purchase

and series "A" publicly traded warrants was successfully completed. The

Company received gross cash proceeds in excess of C$120 million ($113

million) which were used to pay down its bank debt.

- On October 2, 2008, the Company entered into an agreement with Alexco

Resource Corp. ("Alexco") to acquire 25% of the silver produced from

Alexco's Keno Hill project located in the Yukon Territory, Canada, for the

life of mine. Silver Wheaton will make upfront cash payments totalling $50

million and, in addition, a per ounce cash payment of the lesser of $3.90

and the prevailing market price is due (subject to an inflationary adjustment), for silver delivered under the contract.

- On October 31, 2008, the Company announced that it had signed a letter of

intent with Augusta Resource Corporation ("Augusta") regarding a new silver

agreement superceding the December 19, 2007 letter of intent. An update of

Augusta's August 2007 bankable feasibility study, reflecting an increased

mineral resource, is expected to be completed by the end of December 2008,

following which Silver Wheaton and Augusta intend to discuss an efficient

structure for a transaction between them.

OVERVIEW

Silver Wheaton Corp. ("Silver Wheaton" or the "Company") is the largest

public mining company with 100% of its revenue generated from the sale of

silver.

The Company has entered into nine long-term silver agreements with Goldcorp

(Luismin mines and Penasquito project in Mexico), Lundin Mining (Zinkgruvan

mine in Sweden), Glencore (Yauliyacu mine in Peru), Hellas Gold (Stratoni

mine in Greece), Mercator (Mineral Park mine in Arizona), Farallon (Campo

Morado property in Mexico), Aurcana (La Negra mine in Mexico), and Alexco

(Keno Hill property in Canada) whereby Silver Wheaton acquires silver

production from the counterparties at a price of $3.90 per ounce, subject to

inflationary adjustments. As a result, the primary drivers of the Company's

financial results are the volume of silver production at the various mines

and the price of silver.

Silver Wheaton is listed on the New York Stock Exchange (symbol: SLW) and

the Toronto Stock Exchange (symbol: SLW). In addition, the Company has share

purchase warrants that trade on the Toronto Stock Exchange.

The Company estimates, based upon its current agreements, to have silver

sales of 3 million ounces for the fourth quarter of 2008, 15 to 17 million

ounces in 2009, and increasing to approximately 30 million ounces by 2013.

The decrease in forecasted sales volumes from previous estimates relates

primarily to lower projected silver flows from the San Dimas mine.

SUMMARIZED FINANCIAL RESULTS

                                                2008
                                     Q3          Q2          Q1
---------------------------------------------------------------
Silver sales ($000's)       $    39,371 $    49,675 $    48,948
 Ounces (000's)                   2,716       2,864       2,819
 Average realized silver
  price ($'s per ounce)     $     14.50 $     17.35 $     17.36
 Total cash cost
  ($'s per ounce)(1)        $      3.93 $      3.93 $      3.94
Net earnings ($000's)       $    20,241 $    23,276 $    27,928
Earnings per share
 Basic                      $      0.09 $      0.10 $      0.13
 Diluted                    $      0.08 $      0.09 $      0.11
Cash flow from
 operations ($000's)        $    26,725 $    35,887 $    33,084
Total assets ($000's)       $ 1,284,312 $ 1,320,450 $ 1,205,704
Total liabilities ($000's)  $   385,977 $   513,757 $   391,475
Shareholders' equity
 ($000's)                   $   898,335 $   806,693 $   814,229
                                               2007                   2006
                              Q4          Q3        Q2        Q1        Q4
--------------------------------------------------------------------------
Silver sales
 ($000's)            $    50,240 $    39,598 $  41,464 $  44,132 $  43,651
 Ounces (000's)            3,543       3,129     3,053     3,343     3,534
 Average realized
  silver price
  ($'s per ounce)    $     14.18 $     12.66 $   13.58 $   13.20 $   12.35
 Total cash cost
  ($'s per ounce)(1) $      3.93 $      3.90 $    3.90 $    3.90 $    3.90
Net earnings
 ($000's)            $    24,886 $    19,184 $  22,855 $  24,937 $  23,762
Earnings per share
 Basic               $      0.11 $      0.09 $    0.10 $    0.11 $    0.11
 Diluted             $      0.10 $      0.08 $    0.09 $    0.10 $    0.10
Cash flow from
 operations ($000's) $    34,414 $    27,102 $  27,846 $  29,899 $  29,829
Total assets
 ($000's)            $ 1,208,474 $ 1,200,304 $ 748,696 $ 700,893 $ 662,893
Total liabilities
 ($000's)            $   426,243 $   440,514 $   4,048 $   2,787 $  21,354
Shareholders' equity
 ($000's)            $   782,231 $   759,790 $ 744,648 $ 698,106 $ 641,539
1) Refer to discussion on non-GAAP measures

Changes in sales, net earnings and cash flow from operations from quarter to

quarter are affected primarily by fluctuations in production at the mines

and timing of shipments that are in the normal course of operations, as well

as changes in the price of silver. Shareholders' equity increased during the

three month period ended September 30, 2008 as a result of net earnings and

cash inflows from the early exercise of warrants, partially offset by the

effect of a decline in the market value of available-for-sale securities,

which is reflected in the statement of comprehensive (loss) income for the

quarter.

RESULTS OF OPERATIONS AND OPERATIONAL REVIEW

The Company currently has seven business segments: the silver produced by

the Luismin, Zinkgruvan, Yauliyacu, Stratoni, Penasquito and La Negra mines,

and corporate operations. The acquisition of silver from the Penasquito and

La Negra mines commenced effective July, 2008.

                         Three Months Ended September 30, 2008
--------------------------------------------------------------------------
                                   Average
                                  realized     Total
                                    silver cash cost       Net   Cash flow
               Silver                price  ($'s per  earnings        from
                sales   Ounces    ($'s per     ounce)    (loss) operations
              ($000's)  (000's)      ounce)       (1)  ($000's)    ($000's)
--------------------------------------------------------------------------
Luismin     $  17,496    1,198  $    14.61  $   3.95  $ 12,265  $   12,766
Zinkgruvan      5,436      418       13.01      3.96     3,127       4,525
Yauliyacu      10,712      691       15.50      3.90     5,616       8,017
Stratoni        3,498      253       13.85      3.90     1,582       2,592
Penasquito      1,451       98       14.74      3.90       830       1,067
La Negra          778       58       13.33      3.90       122         828
Corporate           -        -           -         -    (3,301)     (3,070)
--------------------------------------------------------------------------
Total       $  39,371    2,716  $    14.50  $   3.93  $ 20,241  $   26,725
--------------------------------------------------------------------------
--------------------------------------------------------------------------
1) Refer to discussion on non-GAAP measures
                         Three Months Ended September 30, 2007
--------------------------------------------------------------------------
                                   Average
                                  realized     Total
                                    silver cash cost       Net   Cash flow
               Silver                price  ($'s per  earnings        from
                sales   Ounces    ($'s per     ounce)    (loss) operations
              ($000's)  (000's)      ounce)       (1)  ($000's)    ($000's)
--------------------------------------------------------------------------
Luismin     $  24,261    1,900  $    12.77  $   3.90  $ 16,105  $   17,174
Zinkgruvan      2,949      247       11.94      3.90     1,585       2,241
Yauliyacu       9,971      792       12.59      3.90     3,995       6,882
Stratoni        2,417      190       12.77      3.90       927       1,967
Corporate           -        -           -         -    (3,428)     (1,162)
--------------------------------------------------------------------------
Total       $  39,598    3,129  $    12.66  $   3.90  $ 19,184  $   27,102
--------------------------------------------------------------------------
--------------------------------------------------------------------------
1) Refer to discussion on non-GAAP measures

For the three months ended September 30, 2008, net earnings increased by 5%

relative to 2007, driven primarily by increased earnings from operations.

Earnings from operations were higher due to a 14% increase in the average

realized selling price of silver, offset by a 13% decrease in sales volumes,

which resulted in revenue being relatively unchanged. The average selling

price for the Zinkgruvan and Stratoni silver sales reflect downward price

adjustments relating to provisional invoices outstanding at the end of the

quarter.

For Q3 2008, the number of ounces sold was approximately 200,000 lower than

expectations as a result of timing of shipments from Luismin and Stratoni.

Other factors contributing to the shortfall included the continued mining of

lower than reserve grade ore at Luismin and Yauliyacu, and a slower-than-

expected ramp-up of the Penasquito heap leach operations.

                          Nine Months Ended September 30, 2008
--------------------------------------------------------------------------
                                   Average
                                  realized     Total
                                    silver cash cost       Net   Cash flow
               Silver                price  ($'s per  earnings        from
                sales   Ounces    ($'s per     ounce)    (loss) operations
              ($000's)  (000's)      ounce)       (1)  ($000's)    ($000's)
--------------------------------------------------------------------------
Luismin     $  68,028    4,123  $    16.50  $   3.95  $ 50,023  $   51,746
Zinkgruvan     20,523    1,260       16.29      3.96    13,563      16,249
Yauliyacu      36,346    2,175       16.71      3.90    20,310      27,866Stratoni       10,868      685       15.87      3.90     5,670       8,078
Penasquito      1,451       98       14.74      3.90       830       1,067
La Negra          778       58       13.33      3.90       122         828
Corporate           -        -           -         -   (19,073)    (10,138)
--------------------------------------------------------------------------
Total       $ 137,994    8,399  $    16.43  $   3.93  $ 71,445  $   95,696
--------------------------------------------------------------------------
--------------------------------------------------------------------------
1) Refer to discussion on non-GAAP measures
                          Nine Months Ended September 30, 2007
--------------------------------------------------------------------------
                                   Average
                                  realized     Total
                                    silver cash cost       Net   Cash flow
               Silver                price  ($'s per  earnings        from
                sales   Ounces    ($'s per     ounce)    (loss) operations
              ($000's)  (000's)      ounce)       (1)  ($000's)    ($000's)
--------------------------------------------------------------------------
Luismin     $  68,497    5,231  $    13.09  $   3.90  $ 46,046  $   48,635
Zinkgruvan     17,594    1,305       13.48      3.90    10,384      12,701
Yauliyacu      32,973    2,523       13.07      3.90    13,938      23,133
Stratoni        6,130      466       13.15      3.90     2,463       4,338
Corporate           -        -           -         -    (5,856)     (3,959)
--------------------------------------------------------------------------
Total       $ 125,194    9,525  $    13.14  $   3.90  $ 66,975  $   84,848
--------------------------------------------------------------------------
--------------------------------------------------------------------------
1) Refer to discussion on non-GAAP measures

Net earnings for the nine month period ended September 30, 2008 increased by

7% relative to the comparable period in 2007, driven primarily by a $17.7

million increase in earnings from operations, offset by a $13.2 million

increase in corporate costs. Earnings from operations increased due to a 25%

rise in the average realized selling price of silver, offset by a 12%

decrease in sales volumes, resulting in a 10% increase in sales revenues.

The higher costs associated with corporate operations was attributable

primarily to (i) a $7.0 million increase in general and administrative

expenses (of which $2.8 million was non-cash stock based compensation

expense), (ii) a $5.0 million increase in the non-cash future income tax

expense and (iii) a $1.2 million decrease in net interest income.

Over the past two years, the number of silver ounces sold under each

agreement was as follows:

                            2008                      2007            2006
(Ounces 000'S)         Q3     Q2     Q1     Q4     Q3     Q2     Q1     Q4
--------------------------------------------------------------------------
Luismin             1,198  1,246  1,679  1,682  1,900  1,394  1,937  2,147
Zinkgruvan            418    524    318    540    247    539    519    415
Yauliyacu             691    750    734    919    792    844    887    972
Stratoni(1)           253    344     88    402    190    276      -      -
Penasquito(1)          98      -      -      -      -      -      -      -
La Negra(1)            58      -      -      -      -      -      -      -
--------------------------------------------------------------------------
Total               2,716  2,864  2,819  3,543  3,129  3,053  3,343  3,534
--------------------------------------------------------------------------
--------------------------------------------------------------------------
1) the acquisition of silver from the Stratoni mine began in June 2007 and
   from the Penasquito and La Negra mines in July 2008.

SILVER INTERESTS

LUISMIN

On October 15, 2004, the Company entered into an agreement (amended on March

30, 2006) with Goldcorp Inc. ("Goldcorp") to acquire 100% of the silver

produced by Goldcorp's Luismin mining operations in Mexico (owned at the

date of the transaction) for a period of 25 years.

As at December 31, 2007, the Luismin mines had proven and probable reserves

of 66.1 million ounces of silver, measured and indicated resources of 1.9

million ounces of silver and inferred resources of 183.2 million ounces of

silver (as described in the Reserves and Resources section of this

Management's Discussion and Analysis).

For the three and nine month periods ended September 30, 2008, silver sales

revenue decreased by 28% and 1%, respectively, relative to the comparable

periods of the prior year. This decrease in revenues was attributable to a

37% and 21% decrease in sales volumes for the three and nine month periods,

respectively, which were partially offset by an increase in the average

realized selling price of silver of 14% and 26%, respectively. The lower

sales volumes continue to be primarily attributable to current mining

operations being carried out in lower grade areas of the ore body, with a

return to higher grades expected in the future. This variability in ore

grade mined is normal for mining operations and it is expected that, over

the life of mine, the average ore grade mined will approximate the reserve

grade. During the 3 months ended September 30, 2008, approximately 100,000

ounces of silver was produced at the Luismin mines but not acquired by the

Company until subsequent to the quarter end. The Company's cash flows and

net earnings under the Luismin silver agreement for the three months ended

September 30, 2008 were $12.8 million (2007 - $17.2 million) and $12.3

million (2007 - $16.1 million), respectively, and for the nine months ended

September 30, 2008 were $51.7 million (2007 - $48.6 million) and $50.0

million (2007 - $46.0 million), respectively.

ZINKGRUVAN

On December 8, 2004, the Company entered into an agreement to acquire 100%

of the silver produced by Lundin Mining's Zinkgruvan mining operations in

Sweden for the life of mine.

As at December 31, 2007, Zinkgruvan had proven and probable silver reserves

of 34.9 million ounces, measured and indicated silver resources of 16.5

million ounces and inferred silver resources of 9.8 million ounces (as

described in the Reserves and Resources section of this Management's

Discussion and Analysis).

For the three and nine month periods ended September 30, 2008, silver sales

revenue increased by 84% and 17%, respectively, relative to the comparable

periods of the prior year. The increase in revenue for the third quarter

reflects both a 69% increase in the sales volume and a 9% increase in the

realized silver price. The increase in revenue for the nine months ended

September 30, 2008 reflects a 3% decrease in sales volumes, offset by a 21%

increase in the realized silver price. The Company's cash flows and net

earnings under the Zinkgruvan silver agreement for the three months ended

September 30, 2008 were $4.5 million (2007 - $2.2 million) and $3.1 million

(2007 - $1.6 million) respectively, and for the nine months ended September

30, 2008 were $16.2 million (2007 - $12.7 million) and $13.6 million (2007 -

$10.4 million), respectively.

YAULIYACU

On March 23, 2006, the Company entered into an agreement with Glencore

International AG ("Glencore") to acquire up to 4.75 million ounces of silver

per year for a period of 20 years, based on the production from Glencore's

Yauliyacu mining operations in Peru. In the event that silver produced at

Yauliyacu in any year totals less than 4.75 million ounces, the amount sold

to Silver Wheaton in subsequent years will be increased to make up for the

shortfall, so long as production allows. During the term of the agreement,

Silver Wheaton has a right of first refusal on any future sales of silver

streams from the Yauliyacu mine and a right of first offer on future sales

of silver streams from any other mine owned by Glencore at the time of the

initial transaction. In addition, Silver Wheaton has an option to extend the

20 year term of the agreement in five year increments, on substantially the

same terms as the existing agreement, subject to an adjustment related to

silver price expectations at the time and other factors.

As at December 31, 2007, Yauliyacu had proven and probable silver reserves

of 14.1 million ounces, measured and indicated silver resources of 38.5

million ounces and inferred silver resources of 80.9 million ounces (as

described in the Reserves and Resources section of this Management's

Discussion and Analysis).

For the three and nine month periods ended September 30, 2008, silver sales

revenue increased by 7% and 10%, respectively, compared with 2007. The

increase in revenue in the third quarter reflects a 23% increase in realized

silver prices being partially offset by a 13% decrease in sales volumes. The

increase in revenue for the nine month period reflects a 28% increase in

realized silver prices being partially offset by a 14% decrease in sales

volumes. The lower sales volumes during 2008 were due to mining operations

being carried out in lower grade areas of the orebody, in order to take

advantage of historically high base metal prices. With the recent decline in

base metal prices, it is expected that mining operations will transition

back into higher grade areas of the orebody. The Company's cash flows and

net earnings under the Yauliyacu silver agreement for the three months ended September 30, 2008 were $8.0 million (2007 - $6.9 million) and $5.6 million

(2007 - $4.0 million) respectively, and for the nine months ended September

30, 2008 were $27.9 million (2007 - $23.1 million) and $20.3 million (2007 -

$13.9 million), respectively.

STRATONI

On April 23, 2007, the Company entered into an agreement with Hellas Gold

S.A. ("Hellas Gold"), a subsidiary of European Goldfields Ltd. ("European

Goldfields"), to acquire 100% of the silver produced from Hellas Gold's

Stratoni mining operations in Greece for the life of mine.

As at December 31, 2007, Stratoni had proven and probable silver reserves of

13.7 million ounces and inferred silver resources of 4.2 million ounces (as

described in the Reserves and Resources section of this Management's

Discussion and Analysis).

For the three and nine month periods ended September 30, 2008, silver sales

revenue increased by 45% and 77% respectively, relative to the comparable

periods of the prior year. This increase in revenue reflects an increase in

both the volume and sales price of silver sold. The lower sales volume in

the third quarter reflects approximately 90,000 ounces of silver that was

produced in the current quarter, but for which shipment did not occur until

the fourth quarter. The Company's cash flows and net earnings under the

Stratoni silver agreement for the three months ended September 30, 2008 were

$2.6 million (2007 - $2.0 million) and $1.6 million (2007 - $0.9 million)

respectively, and for the nine months ended September 30, 2008 were $8.1

million (2007 - $4.3 million) and $5.7 million (2007 - $2.5 million),

respectively.

PENASQUITO

On July 24, 2007, the Company entered into an agreement to acquire 25% of

the silver produced from Goldcorp's Penasquito project in Mexico for the

life of mine, for an upfront cash payment of $485 million. In addition, a

per ounce cash payment of the lesser of $3.90 and the prevailing market

price is due (subject to an inflationary adjustment commencing in 2011), for

silver delivered under the agreement. Silver Wheaton is not required to fund

any capital expenditures at Penasquito, including any expansion scenarios.

Goldcorp has provided a completion guarantee to Silver Wheaton that the

Penasquito mine will be constructed with certain minimum production criteria

by certain dates.

As at August 9, 2007, Penasquito had proven and probable silver reserves of

864 million ounces, measured and indicated silver resources of 413 million

ounces and inferred silver resources of 508 million ounces (as described in

the Reserves and Resources section of this Management's Discussion and

Analysis).

Management has determined that the heap leach component of the Penasquito

project achieved commercial production as at July 1, 2008 and, as such, has

reflected the related silver purchases and sales in the income statement for

the third quarter of 2008. It is anticipated that the mill operation will

achieve commercial production during 2009. Until that time, the interest

relating to the investment in the Penasquito project will continue to be

capitalized. During the three months ended September 30, 2008, Silver

Wheaton received 98,391 ounces of silver under the Penasquito agreement. The

Company's cash flows and net earnings under the Penasquito agreement for the

three and nine months ended September 30, 2008 were $1.1 million and $0.8

million, respectively.

MINERAL PARK

On March 17, 2008, the Company entered into an agreement with Mercator

Minerals Ltd. ("Mercator"), to acquire 100% of the silver produced from

Mercator's Mineral Park mine in Arizona, USA for the life of mine. Silver

Wheaton made an upfront cash payment of $42 million and, in addition, a per

ounce cash payment of the lesser of $3.90 and the prevailing market price is

due (subject to an inflationary adjustment), for silver delivered under the

agreement. Mercator has provided a completion guarantee to Silver Wheaton,

specifying a minimum production level by a certain date.

The Mineral Park mine currently produces copper from SX/EW leach operations,

but construction is almost complete on a flotation operation that will

produce copper-silver and molybdenum concentrates. Mercator expects that

concentrate production will commence during the fourth quarter of 2008 from

a 25,000 tons per day operation, with production increasing to 50,000 tons

per day approximately nine months later. All permits for the expansion are

in place and the expected mine life is 25 years. Payable silver production

is expected to average approximately 600,000 ounces per annum and the ore

body is considered to have excellent exploration potential.

As at December 29, 2006, Mineral Park had proven and probable silver

reserves of 35 million ounces, measured and indicated silver resources of 13

million ounces and inferred silver resources of 15 million ounces (as

described in the Reserves and Resources section of this Management's

Discussion and Analysis).

CAMPO MORADO

On May 13, 2008, the Company entered into an agreement with Farallon

Resources Ltd. ("Farallon"), to acquire 75% of the silver produced from

Farallon's Campo Morado property in Guerrero State, Mexico for the life of

mine. Silver Wheaton made total upfront cash payments of $80 million and, in

addition, a per ounce cash payment of the lesser of $3.90 and the prevailing

market price is due (subject to an inflationary adjustment), for silver

delivered under the agreement.

Construction at the high-grade G-9 polymetallic deposit, the first deposit

on the Campo Morado property to be developed, is almost complete and

Farallon has recently announced that the first deliveries of concentrate

have been made to the port in Manzanillo, Mexico, from where they will be

shipped to a refinery. It is expected that the Company will receive its

first deliveries of silver under the silver purchase agreement in the fourth

quarter of 2008. The operations will involve an underground mine employing a

drift and fill mining method to feed a flotation mill with a throughput

capacity of 1,500 tonnes per day. According to a news release dated December

28, 2007, in addition to producing at least 1 million ounces of silver per

year, the G-9 Project is expected to produce 120 million pounds of zinc, 15

million pounds of copper, 9,000 ounces of gold and 6 million pounds of lead

per year. Discovered only in 2005, Farallon is still actively drilling the

G-9 deposit and expanding the resource base, as illustrated with recent

drill results.

As at February 29, 2008, Campo Morado had measured and indicated silver

resources of 56 million ounces and inferred silver resources of 11 million

ounces (as described in the Reserves and Resources section of this

Management's Discussion and Analysis).

LA NEGRA

On June 2, 2008, the Company entered into an agreement with Aurcana

Corporation ("Aurcana"), to acquire 50% of the silver produced from

Aurcana's La Negra mine in Queretaro State, Mexico for the life of mine. On

July 4, 2008, following the satisfaction of required conditions precedent,

Silver Wheaton made the upfront cash payment of $25 million. In addition, a

per ounce cash payment of the lesser of $3.90 and the prevailing market

price is due (subject to an inflationary adjustment), for silver delivered

under the agreement. Payment for the transaction was drawn from existing

credit facilities.

As part of this agreement, Aurcana has also agreed to provide Silver Wheaton

with a right to purchase silver produced from any future assets it may

acquire, including its recently acquired Shafter silver development project

located in Texas, USA.

The La Negra mine is a 1,000 tonne per day polymetallic mine originally

discovered, developed and operated for thirty years by Penoles S.A. de C.V.

("Penoles"). Aurcana has announced plans to increase production to 1,500

tonnes per day. The mine is currently in operation and silver deliveries to

the Company commenced in the third quarter of 2008.

As at February 15, 2008, La Negra had proven and probable silver reserves of

0.6 million ounces, measured and indicated silver resources of 1.2 million

ounces and inferred silver resources of 0.3 million ounces (as described in

the Reserves and Resources section of this Management's Discussion and

Analysis). Exploration potential at the La Negra mine is considered

excellent and Aurcana is currently completing a 15,000 metre underground

drill program, which has confirmed historical data and discovered new zones

of mineralization. Annual silver production is expected to be up to 1.5

million ounces.

During the three months ended September 30, 2008, Silver Wheaton received

its first delivery of silver under the La Negra agreement amounting to

58,360 ounces of silver. The Company's cash flows and net earnings under the

silver agreement for the three and nine months ended September 30, 2008 were

$0.8 million and $0.1, million respectively.

CORPORATE

                                    Three Months Ended   Nine Months Ended
                                          September 30        September 30
(in thousands)                          2008      2007      2008      2007
--------------------------------------------------------------------------
General and administrative(1)       $  3,529  $  2,112  $ 13,560  $  6,580
Project evaluation                         -        43       128       214Interest expense                           -         -        96         -
Interest income                         (136)     (158)     (312)   (1,471)
Debt issue costs                           -         -       782         -
Loss on mark-to-market of warrants
 held                                    100       840     1,047     1,499
Other                                   (192)     (156)      (86)      216
Future income tax expense (benefit)        -       747     3,858    (1,182)
--------------------------------------------------------------------------
Corporate net loss                  $  3,301  $  3,428  $ 19,073  $  5,856
--------------------------------------------------------------------------
1) Stock based compensation (a non-
    cash item) included in General
    and administrative              $  1,078  $    601  $  4,538  $  1,701

General and administrative expenses totaled $3.5 million (nine months -

$13.6 million) during the three months ended September 30, 2008, compared

with $2.1 million (nine months - $6.6 million) in the comparable period of

2007. Of this, stock based compensation expense, a non-cash item, was $1.1

million (nine months - $4.5 million) compared with $0.6 million (nine months

- $1.7 million) during 2007. Other general and administrative costs

increased during the three and nine months ended September 30, 2008,

compared with 2007, primarily due to higher salaries, insurance costs,

office rent and information technology support attributable to the reduced

reliance on Goldcorp administratively. In addition, the general and

administrative expenses for the three and nine month periods ending

September 30, 2008 include non-recurring expenses of $0.1 million and $0.9

million, respectively.

The Company incurred interest costs of $5.2 million (nine months - $15.8

million) during the three months ended September 30, 2008, of which $5.2

million (nine months - $15.7 million) related to the acquisitions of

Penasquito, Mineral Park and Campo Morado and was capitalized to the cost of

the agreements.

Interest income during the quarter of $0.1 million (nine months - $0.3

million) was the result of interest earned on cash balances held in short-

term money market instruments compared with $0.2 million (nine months - $1.5

million) during 2007. In addition to lower interest rates, the average cash

balance held by the Company was lower during the current year as the Company

generally applies surplus cash balances to pay down the outstanding debt.

The warrants held by the Company for long-term investment purposes are

marked-to-market each reporting period with any gain or loss reflected in

net earnings. The loss recorded for the three months ended September 30,

2008 from the mark-to-market of the warrants held was $0.1 million (nine

months - $1.0 million) compared with $0.8 million (nine months - $1.5

million) during 2007.

For the three months ended September 30, 2008, the Company has recorded a

future income tax expense of $Nil (nine months - $3.9 million) compared to

$0.7 million (nine months - future income tax benefit of $1.2 million) for

2007 with a non-cash benefit (expense for the nine months ending September

30, 2007) in the same amount being reflected in the statement of

comprehensive income. The Company's future income tax expense or recovery in

a given quarter is largely determined by changes in the unrealized gains or

losses recorded with respect to its long term investments. As a result of

the decrease in value of the long term investments during the quarter, a

future income tax benefit was recorded in other comprehensive income which

was fully offset by an increase in the valuation allowance. For the nine

month period ending September 30, 2008, the reversal of unrealized gains

from prior periods resulted in a reduction of future income tax liabilities

and the recording of a future income tax benefit in the statement of

comprehensive income for the period. This reduction in future income tax

liabilities resulted in the Company increasing the valuation allowance on

its future income tax assets to avoid reflecting a net future income tax

asset on the balance sheet, and resulting in a future income tax expense for

the period.

NON-GAAP MEASURES - TOTAL CASH COSTS PER OUNCE OF SILVER CALCULATION

Silver Wheaton has included, throughout this document, certain non-GAAP

performance measures, including total cash costs of silver on a sales basis.

These non-GAAP measures do not have any standardized meaning prescribed by

GAAP, nor are they necessarily comparable with similar measures presented by

other companies. Cash costs are presented as they represent an industry

standard method of comparing certain costs on a per unit basis. The Company

believes that certain investors use this information to evaluate the

Company's performance. The data is intended to provide additional

information and should not be considered in isolation or as a substitute for

measures of performance prepared in accordance with GAAP. During the three

months ended September 30, 2008, the Company's total cash costs, which were

equivalent to the Company's Cost of Sales in accordance with GAAP, were

$3.93 per ounce of silver (2007 - $3.90 per ounce).

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2008, the Company had cash and cash equivalents of $14.7

million (December 31, 2007 - $10.0 million) and a working capital deficiency

of $19.0 million (December 31, 2007 - $23.2 million). Included in the

working capital deficiency at September 30, 2008 is the current portion of

long-term bank debt of $28.6 million (December 31, 2007 - $28.6 million).

Generally, the Company applies surplus cash to pay down amounts outstanding

under the revolving bank debt facility, which is recorded as a long-term

liability.

On July 24, 2007, the Company entered into a syndicated credit agreement to

borrow $200 million under a non revolving term loan (the "Term Loan") and up

to $300 million under a revolving term loan (the "Revolving Loan"). The

Revolving Loan and the Term Loan have 7 year terms with the Term Loan

requiring equal quarterly principal repayments (together with accrued

interest). In addition, Silver Wheaton has committed to pay down the

Revolving Loan, within 61 days after the end of each fiscal quarter, by an

amount equal to 90% of the increase, if any, in cash balances reported for

the quarter. The Revolving Loan can be drawn down at any time to finance

acquisitions or investments with $10 million being available for general

corporate purposes.

On June 24, 2008 the Company announced that it had entered into an amending

agreement to increase the revolving bank debt available by $100 million to

$400 million. The Company paid upfront costs of $0.7 million in connection

with this increase.

During the three months ended September 30, 2008, the Company generated

operating cash flows of $26.7 million (nine months - $95.7 million) compared

with $27.1 million (nine months - $84.8 million) during 2007.

During the three months ended September 30, 2008, the Company had net cash

outflows from financing activities of $0.2 million (nine months - inflows of

$77.1 million). Additional borrowings under the revolving bank facilities

amounted to $18.0 million (nine months - $183.5 million) to fund the upfront

payments required for the transactions with Farallon, Mercator and Aurcana.

In addition, the Company repaid $7.1 million (nine months - $21.4 million)

and $123.9 million (nine months - $202.2 million) of the balances

outstanding on the Term Loan and Revolving Loan, respectively. The majority

of the cash used to pay down long term debt resulted from the Company early

calling two series of warrants, as described in the share capital section of

this MD&A, for gross proceeds of approximately $113 million. As at September

30, 2008, the Company had $191.7 million available under its revolving

credit facilities.

During the three months ended September 30, 2008, the Company had net cash

outflows relating to investing activities of $49.0 million including $15.0

million relating to Campo Morado, $25.0 million relating to La Negra, $3.9

million of additional equity investments in Bear Creek and $5.2 million of

capitalized interest.

In the opinion of management, cash flows, cash balances and available credit

facilities are sufficient to support the Company's normal operating

requirements on an ongoing basis.

CONTRACTUAL OBLIGATIONS AND CONTINGENCIES

Silver Interests

In connection with the Luismin, Zinkgruvan and Stratoni silver agreements,

the Company has committed to purchase 100% of the silver produced by each

mine for a per ounce cash payment of the lesser of $3.95, $3.96 and $3.90

respectively, and the then prevailing market price, subject to an annual

inflationary adjustment. This inflationary adjustment is subject to a

minimum of 0.4% and a maximum of 1.65% per annum for Luismin and Zinkgruvan,

and is fixed at 1.0% per annum for Stratoni. In connection with the

Yauliyacu silver agreement, the Company has committed to purchase up to 4.75

million ounces of silver per year, based on production at the Yauliyacu

mine, for a per ounce cash payment of $3.90, subject to an inflationary

adjustment. This inflationary adjustment, which will begin in 2009, is

subject to a minimum of 1.0% and a maximum of 1.65% per annum. In the event

that silver produced at Yauliyacu in any year totals less than 4.75 million ounces, the amount sold to Silver Wheaton in subsequent years will be

increased to make up for the shortfall, so long as production allows.

In connection with the Penasquito silver agreement, the Company has

committed to purchase 25% of the silver produced by the Penasquito mine for

a per ounce cash payment of the lesser of $3.90 and the then prevailing

market price, subject to an inflationary adjustment. This inflationary

adjustment, which will begin in 2011, is subject to a minimum of 0.4% and a

maximum of 1.65% per annum.

In connection with the Campo Morado silver agreement, the Company has

committed to purchase 75% of the silver produced by the Campo Morado

Property for a per ounce cash payment of the lesser of $3.90 and the

prevailing market price, subject to a one percent annual inflationary

adjustment starting in the fourth year after production commences.

In connection with the La Negra silver agreement, the Company has committed

to purchase 50% of the silver produced from the La Negra Mine for a per

ounce cash payment of the lesser of $3.90 and the prevailing market price,

subject to a one percent annual inflationary adjustment starting in the

fourth year after production commences.

In connection with the Mineral Park silver agreement, the Company has

committed to purchase 100% of the silver produced by the Mineral Park mine

for a per ounce cash payment of the lesser of $3.90 and the then prevailing

market price, subject to an annual inflationary adjustment of 1% beginning

in the fourth year after a minimum production level has been met.

In connection with the Keno Hill silver agreement, the Company has committed

to purchase 25% of the silver produced by the Keno Hill project for an

upfront cash payment of $50 million and an ongoing per ounce cash payment of

the lesser of $3.90 and the then prevailing market price, subject to an

annual inflationary adjustment of 1% beginning in the fourth year after a

minimum production level has been met.

Other Contractual Obligations

(in thousands)         2008  2009 - 2011  2012 - 2013 After 2013     Total
--------------------------------------------------------------------------
Bank debt(1)       $  7,140     $ 85,680     $ 57,120   $229,800  $379,740
Operating leases        113        1,386          962      1,585     4,046
Other                   189          637            -          -       826
Total contractual
 obligations       $  7,442     $ 87,703     $ 58,082   $231,385  $384,612
--------------------------------------------------------------------------
--------------------------------------------------------------------------
1) Does not include payments of interest related to bank debt

Due to the size, complexity and nature of the Company's operations, various

legal and tax matters are outstanding from time to time. In the opinion of

management, these matters will not have a material effect on the Company's

consolidated financial position or results of operations.

SHARE CAPITAL

During the three months ended September 30, 2008, the Company received cash

proceeds of $0.6 million (2007 - $1.0 million) from the exercise of 152,500

share purchase options (2007 - 269,300) at a weighted average exercise price

of Cdn$3.98 per option (2007 - Cdn$3.70 per option). During the nine months

ended September 30, 2008, the Company received cash proceeds of $2.6 million

(2007 - $5.8 million) from the exercise of 551,200 share purchase options

(2007 - 1,921,633) at a weighted average exercise price of Cdn$4.80 per

option (2007 - Cdn$3.32 per option). As of November 3, 2008, there were

251,485,546 outstanding common shares, 3,459,502 share purchase options and

28,049,144 share purchase warrants, which are convertible into 14,009,161

common shares.

On June 24, 2008, the Company filed a preliminary prospectus in each of the

provinces of Canada and a registration statement in the United States of

America to qualify the distribution of approximately 3 million new common

share purchase warrants ("New Warrants") to holders of the share purchase

warrants and the series "A" warrants. The New Warrants were being offered as

an incentive to holders of the share purchase warrants and the series "A"

warrants to exercise their existing warrants during an early exercise period

(the "Early Exercise Period"), which commenced on August 7, 2008 and was

completed on September 15, 2008.

Silver Wheaton received gross proceeds in excess of Cdn$120 million ($113

million) from the early exercise of approximately 87.7% and 91.7% of the

issued and outstanding share purchase warrants and series "A" warrants,

respectively. The proceeds were used to pay down the revolving bank loan

facility.

In connection with the early exercises, Silver Wheaton issued approximately

2.7 million New Warrants, which were listed and posted for trading on the

Toronto Stock Exchange on September 18, 2008. Each New Warrant entitles the

holder to purchase one common share of Silver Wheaton at an exercise price

of $20.00 at any time before September 5, 2013. The New Warrants trade under

the symbol SLW.WT.U, in US funds. The share purchase warrants and the series

"A" warrants that were not exercised remain outstanding and continue to be

governed by their current terms. Both series of warrants continue to be

listed on the Toronto Stock Exchange under the symbols SLW.WT and SLW.WT.A,

respectively.

FINANCIAL INSTRUMENTS

During the quarter ended September 30, 2008, the Company has used a mixture

of cash, short-term debt and long-term debt to maintain an appropriate

capital structure, ensuring sufficient liquidity required to meet the needs

of the business and the flexibility to continue growing through acquisition.

The Company has not used interest rate contracts or other derivative

financial instruments to manage the risks associated with its operations and

therefore, in the normal course of business, it is inherently exposed to

currency, interest rate and commodity price fluctuations.

The Company holds certain financial instruments as long-term investments and

therefore is inherently exposed to various risk factors including currency

risk, credit risk, market price risk and liquidity risk.

CHANGES IN ACCOUNTING POLICIES

CAPITAL DISCLOSURES AND FINANCIAL INSTRUMENTS - DISCLOSURES AND PRESENTATION

During the year, the Company adopted three new presentation and disclosure

standards that were issued by the Canadian Institute of Chartered

Accountants: Handbook Section 1535, Capital Disclosures ("Section 1535"),

Handbook Section 3862, Financial Instruments - Disclosures ("Section 3862")

and Handbook Section 3863, Financial Instruments - Presentation ("Section

3863").

Section 1535 requires the disclosure of both qualitative and quantitative

information that enables users of financial statements to evaluate (i) an

entity's objectives, policies and processes for managing capital; (ii)

quantitative data about what the entity regards as capital; (iii) whether

the entity has complied with any capital requirements; and (iv) if it has

not complied, the consequences of such non-compliance.

Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments

- Disclosure and Presentation, revising and enhancing its disclosure

requirements and carrying forward unchanged its presentation requirements

for financial instruments. Sections 3862 and 3863 place increased emphasis

on disclosures about the nature and extent of risks arising from financial

instruments and how the entity manages those risks.

FUTURE CHANGES IN ACCOUNTING POLICIES

INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRS")

In February 2008, the Canadian Accounting Standards Board ("AcSB") confirmed

that publicly listed companies will be required to adopt IFRS for interim

and annual financial statements relating to fiscal years beginning on or

after January 1, 2011, and in April 2008, the AcSB issued for comment its

Omnibus Exposure Draft, Adopting IFRS in Canada. Early adoption may be

permitted, however it will require exemptive relief on a case by case basis

from the Canadian Securities Administrators.

In order to prepare for the changeover to IFRS, the Company has developed an

IFRS conversion plan comprised of 3 phases: 1) Preliminary Planning &

Scoping; 2) Detailed Impact Assessment; 3) Implementation. This plan

addresses key elements of the Company's conversion to IFRS including:

- Cost/benefit analysis of early adoption;

- Financial reporting and continuous disclosure requirements;

- A timeline with key milestones and deliverables;

- Level of impact of accounting policy changes;

- Business impact, including information technology and data system impacts,

consideration of foreign operations, compensation metrics, personnel and

training requirements, and calculation of debt covenants;

- Internal controls over financial reporting; and

- Process for monitoring IFRS changes going-forward.

The Company has completed the first phase of preliminary planning and

scoping and expects its first financial statements presented in accordance

with IFRS to be for the three-month period ended March 31, 2011. The next

phase around detailed impact assessment has commenced and is expected to be

completed in fiscal 2009. The IFRS changeover may impact the presentation

and valuations of balances and transactions in the Company's quarterly and

annual consolidated financial statements and related notes; however the Company is not able to provide a quantification of those effects until phase

2 of the IFRS conversion plan is complete.

RELATED PARTY TRANSACTIONS

On February 14, 2008, Goldcorp sold its entire 48% interest in Silver

Wheaton by way of a secondary offering.

During the three months ended March 31, 2008, the Company purchased 1.7

million ounces (2007 - 1.9 million ounces) of silver from a subsidiary of

Goldcorp at an average price of $3.95 per ounce (2007 - $3.90 per ounce),

for total consideration of approximately $6.6 million (2007 - $7.6 million).

During the nine months ended September 30, 2007, the Company purchased 5.2

million ounces of silver from the subsidiary at a price of $3.90 per ounce,

for total consideration of approximately $20.4 million.

SUBSEQUENT EVENTS

KENO HILL

On October 2, 2008, the Company entered into an agreement with Alexco

Resource Corp. ("Alexco") to acquire 25% of the silver produced from

Alexco's Keno Hill project located in the Yukon Territory, Canada, for the

life of mine. Silver Wheaton will make upfront cash payments totaling $50

million and, in addition, a per ounce cash payment of the lesser of $3.90

and the prevailing market price is due (subject to a 1.0% annual adjustment

starting in year four after the achievement of specific operating targets)

for silver delivered under the agreement.

The upfront payment will be made in several tranches, with a total payment

of $15 million to fund ongoing underground development made upon the

satisfaction of certain conditions, and the remaining $35 million payment to

fund mill construction and mine development costs made on a drawdown basis,

upon the satisfaction of certain additional requirements, including the

receipt of operating permits. Silver Wheaton is not required to contribute

to further capital or exploration expenditures and Alexco has provided a

completion guarantee with certain minimum production criteria by specific

dates. Payment for the transaction will be drawn from Silver Wheaton's

existing credit facilities.

ROSEMONT

On October 31, 2008, the Company announced that it had signed a letter of

intent with Augusta Resource Corporation ("Augusta") regarding a new silver

agreement superceding the December 19, 2007 letter of intent. An update of

Augusta's August 2007 bankable feasibility study, reflecting an increased

mineral resource, is expected to be completed by the end of December 2008,

following which Silver Wheaton and Augusta intend to discuss an efficient

structure for a transaction between them.

CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Silver Wheaton's management, with the participation of its Chief Executive

Officer and Chief Financial Officer, has evaluated the design and

effectiveness of Silver Wheaton's disclosure controls and procedures, as

defined in the rules of the U.S. Securities and Exchange Commission and

Canadian Securities Administrators, as of September 30, 2008. Based on that

evaluation, the Company's Chief Executive Officer and Chief Financial

Officer have concluded that Silver Wheaton's disclosure controls and

procedures were effective as of September 30, 2008.

INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Company's management, with the participation of its Chief Executive

Officer and Chief Financial Officer, are responsible for establishing and

maintaining adequate internal controls over financial reporting. Under the

supervision of the Chief Financial Officer, the Company's internal controls

over financial reporting are designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally

accepted accounting principles ("GAAP"). The Company's controls include

policies and procedures that:

- pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the

assets of the Company;

- provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with GAAP, and

that receipts and expenditures of the Company are being made only in

accordance with authorizations of the Company's management and directors;

and

- provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use or disposition of the Company's assets that

could have a material effect on the annual financial statements or interim

financial statements.

The Company's management, including its Chief Executive Officer and Chief

Financial Officer, believe that any disclosure controls and procedures or

internal controls over financial reporting, 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, they cannot provide

absolute assurance that all control issues and instances of fraud, if any,

within the Company have been prevented or 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 unauthorized override of

the controls. 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. Accordingly, because of the

inherent limitations in a cost effective control system, misstatements due

to error or fraud may occur and not be detected.

There have been no significant changes in the Company's internal controls

over financial reporting that have materially affected, or are reasonably

likely to materially affect, the Company's internal controls over financial

reporting.

The Company's management, including its Chief Executive Officer and Chief

Financial Officer, has evaluated the effectiveness of the Company's internal

controls over financial reporting using the framework and criteria

established in Internal Control - Integrated Framework, issued by the

Committee of Sponsoring Organizations of the Treadway Commission. Based on

this evaluation, management has concluded that the internal controls over

financial reporting were effective as of September 30, 2008.

OUTLOOK

The Company estimates, based upon its current agreements, to have silver

sales of 3 million ounces for the fourth quarter of 2008, 15 to 17 million

ounces in 2009, and increasing to approximately 30 million ounces by 2013.

The decrease in forecasted sales volumes from previous estimates relates

primarily to lower projected silver flows from the San Dimas mine.

Operating results for the third quarter were negatively impacted by a 29%

decline in silver prices during the three month period, resulting largely

from difficult global economic conditions. Since the end of the third

quarter, these conditions have deteriorated further, resulting in a

continued weakening of silver prices. During these difficult and

unpredictable economic times, variability in future operating results may

occur. Management is committed to maintaining a strong balance sheet and

debt reduction from operating cash flows will continue to be a priority.

The Company is unhedged and actively pursuing further growth opportunities.

RESERVES AND RESOURCES(1)
        Proven and Probable Reserves(1,4,5,6,7,8,9,10,11,12,14)
--------------------------------------------------------------------------
                   PROVEN              PROBABLE        PROVEN & PROBABLE
--------------------------------------------------------------------------
                   Grade    Con-        Grade    Con-        Grade     Con-
            Tonnes     g tained  Tonnes     g tained  Tonnes     g  tained
Silver          Mt  Ag/t   M oz      Mt  Ag/t   M oz      Mt  Ag/t    M oz
--------------------------------------------------------------------------
Luismin
 San Dimas    1.60   387   19.9    3.08   378   37.5    4.68   381    57.3
 Los Filos   33.71     3    3.7   55.31     3    5.2   89.02     3     8.8
San Martin    0.32    33    0.3    0.71    48    1.1    1.03    43     1.4
Zinkgruvan
 (Zn)         8.31   114   30.4    2.25    62    4.5   10.56   103    34.9
Yauliyacu     1.41    89    4.0    2.30   136   10.0    3.72   118    14.1
Penasquito
 (25%)
 Mill       106.72    34  116.7   95.06    27   83.1  201.78    31   199.9
 Heap Leach  10.53    21    7.1   17.08    16    9.0   27.61    18    16.1
Stratoni      1.90   193   11.8    0.31   190    1.9    2.22   193    13.7
Mineral
 Park       315.88     3   29.0   81.33     2    6.4  397.21     3    35.4
La Negra
 (50%)        0.14    77    0.3    0.10    70    0.2    0.24    74     0.6
--------------------------------------------------------------------------
Total                     223.3                158.9                 382.3
      Measured & Indicated Resources(1,2,3,4,5,6,7,8,9,10,11,12,14)
--------------------------------------------------------------------------
                 MEASURED            INDICATED        MEASURED & INDICATED--------------------------------------------------------------------------
                   Grade    Con-        Grade    Con-        Grade     Con-
            Tonnes     g tained  Tonnes     g tained  Tonnes     g  tained
Silver          Mt  Ag/t   M oz      Mt  Ag/t   M oz      Mt  Ag/t    M oz
--------------------------------------------------------------------------
Luismin
 Los Filos    6.25     3    0.7   12.66     3    1.2   18.92     3     1.9
Zinkgruvan
 (Zn)         0.55    24    0.4    3.68   109   12.9    4.23    98    13.3
Zinkgruvan
 (Cu)            -     -      -    3.10    32    3.2    3.10    32     3.2
Yauliyacu     0.46    91    1.3    4.67   248   37.2    5.13   234    38.5
Penasquito
 (25%)
 Mill        24.78    22   17.8  134.19    19   19.3  158.97    20   100.9
 Heap Leach   1.97     7    0.4    8.67     7    2.0   10.64     7     2.4
Mineral Park 54.33     1    1.5  126.71     3   11.6  181.04     2    13.1
Campo Morado
 (75%)        0.37   258    3.1    9.67   170   52.8   10.04   173    55.9
La Negra
 (50%)        0.20   127    0.8    0.09   128    0.4    0.29   127     1.2
--------------------------------------------------------------------------
Total                      26.1                204.4                 230.4
Inferred Resources
 (1,2,3,4,5,6,7,8,9,10,11,12,14)
---------------------------------------------
                          INFERRED
---------------------------------------------
                   Tonnes    Grade  Contained
Silver                 Mt   g Ag/t       M oz
---------------------------------------------
Luismin
 San Dimas          17.55      324      183.0
 Los Filos           2.39        3        0.2
San Martin           3.01      120       11.6
Zinkgruvan (Zn)      4.32       67        9.3
Zinkgruvan (Cu)      0.77       20        0.5
Yauliyacu           11.62      217       80.9
Penasquito (25%)
 Mill              294.75       13      122.8
Heap Leach          10.25       13        4.3
Stratoni             0.64      203        4.2
Mineral Park        198.4        2       14.9
Campo Morado (75%)   2.33      149       11.2
La Negra (50%)       0.11       75        0.3
---------------------------------------------
Total                                   443.2
Notes:
1.  All Mineral Reserves and Mineral Resources have been calculated in
    accordance with the standards of the Canadian Institute of Mining,
    Metallurgy and Petroleum and National Instrument 43-101, or the AusIMM
    JORC equivalent.
2.  All Mineral Resources are exclusive of Mineral Reserves.
3.  Mineral Resources which are not Mineral Reserves, do not have
    demonstrated economic viability.
4.  Reserves and Resources are reported as of December 31, 2007, with the
    following conditions or exceptions:
     a. Reserves and Resources for San Martin are reported as of December
        31, 2006 with the exception of the San Pedrito project, which is
        reported as of December 31, 2005.
     b. Reserves and Resources for Penasquito are reported as of August 9,
        2007.
     c. Reserves and Resources for Mineral Park are reported as of
        December 29, 2006.
     d. Resources for Farallon are reported as of February 29, 2008 for
        the G-9 deposit and October 13, 2005 for all other deposits on the
        Campo Morado property.
     e. Resources for Aurcana are reported as of February 15, 2008 for the
        Alacran deposit and March 14, 2008 for the Monica deposit.
5.  Qualified Persons for the Mineral Reserve and Mineral Resource
    estimates as defined by the National Instrument 43-101 are as follows:
     a. San Dimas, San Martin - Reynaldo Rivera, MAusIMM (Chief
        Geologist), Luismin S.A. de C.V., the Mexican operating subsidiary
        of Goldcorp Inc.
     b. Los Filos - Reynaldo Rivera, MAusIMM (Chief Geologist), Luismin
        S.A. de C.V., the Mexican operating subsidiary of Goldcorp Inc.
     c. San Martin - Reynaldo Rivera, MAusIMM (Chief Geologist), Luismin
        S.A. de C.V., the Mexican operating subsidiary of Goldcorp Inc.
     d. Zinkgruvan - Per Hedstrom (Senior Geologist) and Lars Malmstrom
        (Chief Geologist), both employees of Lundin Mining Corp.
     e. Yauliyacu - Velasquez Spring, P.Eng. (Senior Geologist) Watts,
        Griffis and McOuat Limited.
     f. Penasquito - Bob Bryson, P.Eng. (Vice President, Engineering),
        Goldcorp Inc.
     g. Stratoni - Patrick Forward (General Manager, Exploration),
        European
        Goldfields Ltd.
     h. Farallon G9 - Stephen J. Godden, F.I.M.M.M., C.Eng. (Director) S.
        Godden & Associates Limited; P.Taggart, P.Eng (Principal)
        P.Taggart
        & Associates Ltd.; David Gaunt, P.Geo (Manager of Resources) and
        Qingping
     i. Aurcana - Thomas C.Stubens, MASc, P.Eng. (Senior Geologist)
        Wardrop
        Engineering Inc. and Ronald G. Simpson, P.Geo (President), GeoSIM.
     j. Mineral Park - Jim Tompkins (Engineering Manager), Mercator
        Minerals Inc.
     k. Overall corporate review - Randy V.J. Smallwood, P.Eng. (Executive
        Vice President of Corporate Development), Silver Wheaton Corp.
6.  Mineral Reserves are estimated using appropriate recovery rates and
    US$ commodity prices of $10 per ounce of silver unless otherwise noted
    below:
     a. San Martin Reserves - US$7.00 per ounce
     b. Yauliyacu Reserves - US$13.00 per ounce
     c. Aurcana (Alacran) Reserves - US$12.00 per ounce
     d. Mineral Park Reserves - 0.237% Cu equivalent cut off grade
        (hypogene), 0.283% Cu equivalent cut off grade (supergene), silver
        was not included.
7.  Mineral Resources are estimated using appropriate recovery rates and
    US$ commodity prices of $13 per ounce of silver, unless otherwise
    noted below:
     a. San Martin Resources - US$8.00 per ounce
     b. The San Pedrito project Resources at San Martin- US$5.50 per
        ounce
     c. Zinkgruvan Resources - US$10.00 per ounce
     d. Stratoni Resources - US$12.00 per ounce
     e. Farallon (G9) Resources - 5.0% Zinc only cut off grade, silver was
        not included
     f. Farallon (Other Resources) - US$5.50 per ounce
     g. Aurcana (Alacran) Resources - US$12.00 per ounce
     h. Aurcana (Monica) Resources - US$13.50 per ounce
     i. Mineral Park Resources - 0.3% Cu Equivalent cut off grade, silver
        was not included
8.  Silver Wheaton's agreement with Glencore provides for the delivery of
    up to 4.75 million ounces of silver per year for 20 years so long as
    production allows. Silver production at Yauliyacu in excess of 4.75
    million ounces per year is to the credit of Glencore; however, in the
    event that silver produced at Yauliyacu in any year totals less than
    4.75 million ounces, the amount sold to Silver Wheaton in subsequent
    years will be increased to make up the shortfall.
9.  Penasquito reserves and resources reported represent the 25% share
    attributable to Silver Wheaton.
10. The Mineral Park Reserves do not include the Leach material.
11. Silver is produced as a by-product metal at all operations, therefore
    the economic cut off applied to the reporting of silver reserves and
    resources will be influenced by changes in the commodity prices of
    other metals at the time.
12. The Company considers the San Dimas, Yauliyacu and Penasquito
    operations to be Material Assets, and has technical reports filed and
    available on www.sedar.com on each of these assets.
13. Los Filos reserves and resources are reported without the Bermejal
    deposit, as Bermejal is not subject to the silver sales agreement.
14. The tables do not include reserves and resources for Keno Hill.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained herein contains "forward-looking statements"

within the meaning of the United States Private Securities Litigation Reform

Act of 1995 and applicable Canadian securities legislation. Forward-looking

statements include, but are not limited to, statements with respect to the

future price of silver, 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 and

reserve conversion rates. 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 state 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: risks related to

the integration of acquisitions, the absence of control over mining

operations from which Silver Wheaton purchases silver and risks related to

these mining operations, including risks related to international

operations, actual results of current exploration activities, actual results

of current reclamation activities, conclusions of economic evaluations,

changes in project parameters as plans continue to be refined, as well as

those factors discussed in the section entitled "Description of the Business

- Risk Factors" in Silver Wheaton's Annual Information Form for the year

ended December 31, 2007 incorporated by reference into Silver Wheaton's Form

40-F on file with the U.S. Securities and Exchange Commission in Washington, D.C. and available on SEDAR at www.sedar.com. 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 such statements will prove to be

accurate, as actual results and future events could differ materially from

those anticipated in such statements. Accordingly, readers should not place

undue reliance on forward-looking statements. Silver Wheaton does not

undertake to update any forward-looking statements that are incorporated by

reference herein, except in accordance with applicable securities laws.

CAUTIONARY LANGUAGE REGARDING RESERVES AND RESOURCES

Readers should refer to the Annual Information Form of Silver Wheaton for

the year ended December 31, 2007 and other continuous disclosure documents

filed by Silver Wheaton since January 1, 2008 available at www.sedar.com,

for further information on Mineral Reserves and Resources, which is subject

to the qualifications and notes set forth therein as well as for additional

information relating to the Company more generally. 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 Resources: These tables use the terms "Measured",

"Indicated" and "Inferred" 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. "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. 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.

CONSOLIDATED STATEMENTS OF OPERATIONS
(US dollars and shares in           Three Months Ended   Nine Months Ended
 thousands, except per share              September 30        September 30
 amounts - unaudited)          Note     2008      2007      2008      2007
--------------------------------------------------------------------------
Silver sales                        $ 39,371  $ 39,598  $137,994  $125,194
--------------------------------------------------------------------------
Cost of sales                         10,677    12,201    33,033    37,146
Depreciation and amortization          5,152     4,785    14,443    15,217
--------------------------------------------------------------------------
                                      15,829    16,986    47,476    52,363
--------------------------------------------------------------------------
Earnings from operations              23,542    22,612    90,518    72,831
--------------------------------------------------------------------------
Expenses and other income
 General and administrative(1)         3,529     2,112    13,560     6,580
 Project evaluation                        -        43       128       214
 Interest expense                          -         -        96        14
 Interest income                        (136)     (158)     (312)   (1,471)
 Debt issue costs                 6        -         -       782         -
 Loss on mark-to-market of
  warrants held                   4      100       840     1,047     1,499
 Other                                  (192)     (156)      (86)      202
--------------------------------------------------------------------------
                                       3,301     2,681    15,215     7,038
--------------------------------------------------------------------------
Earnings before tax                   20,241    19,931    75,303    65,793
Future income tax expense
 (benefit)                        4        -       747     3,858    (1,182)
--------------------------------------------------------------------------
Net earnings                        $ 20,241  $ 19,184  $ 71,445  $ 66,975
--------------------------------------------------------------------------
1) Stock based compensation (a
    non-cash item) included in
    General and administrative      $  1,078  $    601  $  4,538  $  1,701
Basic earnings per share            $   0.09  $   0.09  $   0.32  $   0.30
Diluted earnings per share          $   0.08  $   0.08  $   0.29  $   0.27
Weighted average number of
 shares outstanding             7(e)
 Basic                               232,710   222,393   226,598   221,635
 Diluted                             249,010   247,250   249,833   245,705
--------------------------------------------------------------------------
The accompanying notes form an integral part of these interim unaudited
consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
                                                     September    December
(US dollars and shares in thousands                         30          31
 - unaudited)                                 Note        2008        2007
--------------------------------------------------------------------------
Assets
Current
 Cash and cash equivalents                         $    14,662 $     9,965
 Accounts receivable                                       214       1,428
 Other                                                     480         303
--------------------------------------------------------------------------
                                                        15,356      11,696
Long-term investments                            4      41,908     119,409
Silver interests                                 5   1,224,478   1,075,023
Other                                                    2,570       2,346
--------------------------------------------------------------------------
                                                   $ 1,284,312 $ 1,208,474
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Liabilities
Current
 Accounts payable                                  $     1,008 $     1,021
 Accrued liabilities                                     5,229       5,362
 Current portion of bank debt                    6      28,560      28,560
--------------------------------------------------------------------------
                                                        34,797      34,943
Bank debt                                        6     351,180     391,300
--------------------------------------------------------------------------
                                                       385,977     426,243
Shareholders' Equity
Share purchase options                         7(c)      8,840       5,328
Restricted share units                         7(d)        468         262
Warrants                                       7(b)     20,984      38,776
Share capital
 Common shares
  Authorized: unlimited shares, no par value;
  Issued and outstanding: 251,484 (December
   31, 2007: 222,934)                          7(a)    630,946     495,695
Retained earnings                                      280,103     208,658
Accumulated other comprehensive (loss)
 income                                                (43,006)     33,512
--------------------------------------------------------------------------
                                                       898,335     782,231
--------------------------------------------------------------------------
                                                   $ 1,284,312 $ 1,208,474
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Commitments and contingencies            6,10,12
The accompanying notes form an integral part of these interim unaudited
consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Three Months Ended   Nine Months Ended
(US dollars in thousands -                September 30        September 30
 unaudited)                    Note     2008      2007      2008      2007
--------------------------------------------------------------------------
Operating Activities
Net earnings                        $ 20,241  $ 19,184  $ 71,445  $ 66,975
Items not affecting cash
 Depreciation and amortization         5,152     4,785    14,443    15,217
 Stock based compensation              1,078       601     4,538     1,701
 Loss on mark-to-market of
  warrants held                   4      100       840     1,047     1,499
 Future income taxes              4        -       747     3,858    (1,182)
 Other                                  (281)      (24)     (244)       18
Change in non-cash working
 capital                          8      435       969       609       620
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Cash generated by operating
 activities                           26,725    27,102    95,696    84,848
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