WPM 6-K
Wheaton Precious Metals Corp. (WPM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 Under the
Securities Exchange Act of 1934
March 2025
Commission File Number: 001-32482
WHEATON PRECIOUS METALS CORP.
(Exact name of registrant as specified in its charter)
Suite 3500, 1021 West Hastings Street
Vancouver, British Columbia
V6E 0C3
(604) 684-9648
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [X]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
DOCUMENTS FILED AS PART OF THIS FORM 6-K
See the Exhibit Index to this Form 6-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WHEATON PRECIOUS METALS CORP. | |||
|---|---|---|---|
| March 3, 2025 | By: | /s/ Curt Bernardi | |
| Name: | Curt Bernardi | ||
| Title: | Senior Vice President, Legal | ||
| and Corporate Secretary |
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | Second Amending Agreement to the Second Amended and Restated Revolving Term Facility Credit Agreement |
Wheaton Precious Metals Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
Execution Version
WHEATON PRECIOUS METALS CORP. AND WHEATON PRECIOUS METALS INTERNATIONAL LTD.
as Borrowers
- and -
THE BANK OF NOVA SCOTIA
as Co-Lead Arranger, Joint Bookrunner and Administrative Agent
- and -
BANK OF MONTREAL
as Co-Lead Arranger, Joint Bookrunner and Syndication Agent
- and -
CANADIAN IMPERIAL BANK OF COMMERCE, NATIONAL BANK OF CANADA,
ROYAL BANK OF CANADA AND THE TORONTO-DOMINION BANK
as Co-Documentation Agents
- and -
BANK OF MONTREAL AND ROYAL BANK OF CANADA
as Co-Lead Sustainability Structuring Agents and Coordinators
- and -
THE BANK OF NOVA SCOTIA AND CANADIAN IMPERIAL BANK OF COMMERCE
as Co-Sustainability Agents
- and -
THE BANK OF NOVA SCOTIA, BANK OF MONTREAL, CANADIAN IMPERIAL
BANK OF COMMERCE, ROYAL BANK OF CANADA, THE TORONTO-DOMINION
BANK, EXPORT DEVELOPMENT CANADA, NATIONAL BANK OF CANADA AND
BANK OF AMERICA, N.A., CANADA BRANCH
as Lenders
| SECOND AMENDING AGREEMENT TO THE SECOND AMENDED AND RESTATED REVOLVING TERM FACILITY CREDIT AGREEMENT |
|---|
Dated as of June [25], 2024
Dated as of June [25], 2024
SECOND AMENDING AGREEMENT TO
SECOND AMENDED AND RESTATED REVOLVING TERM FACILITY CREDIT AGREEMENT
THIS AGREEMENT dated as of the [25^th^] day of June, 2024.
BETWEEN:
THE BANK OF NOVA SCOTIA, a Canadian chartered bank
(herein, in its capacity as administrative agent for the Lenders, called the "Administrative Agent")
- and -
WHEATON PRECIOUS METALS CORP., a corporation continued under the laws of the Province of Ontario, and WHEATON PRECIOUS METALS INTERNATIONAL LTD., an exempted company incorporated under the laws of the Cayman Islands,
(herein called the "Borrowers")
- and -
THE SEVERAL LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT
(herein and therein in their capacities as lenders to the Borrowers, collectively called the "Lenders" and individually called a "Lender")
WHEREAS the Borrowers, the Lenders and the Administrative Agent entered into a second amended and restated revolving term facility credit agreement dated as of July 18, 2022, in connection with a certain credit facility in favour of the Borrowers, as amended by the first amending agreement dated as of June 22, 2023 (the "Credit Agreement");
AND WHEREAS the Borrowers, the Lenders and the Administrative Agent hereto wish to amend certain provisions of the Credit Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained herein, the parties covenant and agree as follows:
Dated as of June [25], 2024
- 2 -
ARTICLE 1
DEFINED TERMS
1.1 Capitalized Terms
All capitalized terms which are used herein without being specifically defined herein shall have the meanings ascribed thereto in the Credit Agreement.
ARTICLE 2
AMENDMENTS TO CREDIT AGREEMENT
2.1 General Rule
Subject to the terms and conditions herein contained, the Credit Agreement is hereby amended to the extent necessary to give effect to the provisions of this agreement and to incorporate the provisions of this agreement into the Credit Agreement.
2.2 Defined Terms
(a) The definition of "Maturity Date" in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced by the following:
""Maturity Date" means June [25], 2029."
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties
To induce the Lenders and the Administrative Agent to enter into this agreement, the Borrowers hereby represent and warrant to the Lenders and the Administrative Agent that the representations and warranties of the Borrowers which are contained in Section 10.1 of the Credit Agreement, as hereby amended, are true and correct on the date hereof as if made on the date hereof.
ARTICLE 4
CONDITION PRECEDENT
4.1 Conditions Precedent to Effectiveness of this Agreement
This agreement shall not become effective until the following conditions precedent are fulfilled:
(a) this agreement shall have been executed and delivered by each of the Borrowers, the Administrative Agent and the Lenders;
(b) the attached acknowledgement and consent shall have been executed and delivered by each Guarantor to the Administrative Agent;
Dated as of June [25], 2024
- 3 -
(c) the Borrowers shall have paid to the Lenders and to The Bank of Nova Scotia and Bank of Montreal, in their respective capacities as co-lead arrangers of the Credit Facility (the "Joint-Lead Arrangers") all fees and expenses required to be paid in connection with the fee letter of even date executed by the Borrowers and the Joint-Lead Arrangers.
ARTICLE 5
MISCELLANEOUS
5.1 No Default
The Borrowers represent and warrant to and in favour of the Administrative Agent and the Lenders that no Default has occurred and is continuing as at the date this agreement becomes effective and no Default would arise immediately thereafter.
5.2 Future References to the Credit Agreement
On and after the date of this agreement, each reference in the Credit Agreement to "this agreement", "hereunder", "hereof", or words of like import referring to the Credit Agreement, and each reference in any related document to the "Credit Agreement", "thereunder", "thereof", or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. The Credit Agreement, as amended hereby, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
5.3 Governing Law
This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.
5.4 Enurement
This agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns.
5.5 Conflict
If any provision of this agreement is inconsistent or conflicts with any provision of the Credit Agreement, the relevant provision of this agreement shall prevail and be paramount. This agreement shall not create any novation.
5.6 No Waiver
This agreement shall not limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Credit Agreement or any other Credit Document.
Dated as of June [25], 2024
- 4 -
5.7 Credit Document
This agreement shall be deemed to be a Credit Document.
5.8 Further Assurances
Each Borrower shall do, execute and deliver or shall cause to be done, executed and delivered all such further acts, documents and things as the Administrative Agent may reasonably request for the purpose of giving effect to this agreement and to each and every provision hereof.
5.9 Counterparts
This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.
[Remainder of page intentionally blank.]
Dated as of June [25], 2024
- 5 -
IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement on the date first above written.
| Wheaton Precious Metals Corp.<br><br>Suite 3500 - 1021 West Hastings St.<br><br>Vancouver, British Columbia<br><br>V6E 0C3<br><br>Attention: Gary Brown<br><br>Email: [email protected] | WHEATON PRECIOUS METALS CORP. | ||
|---|---|---|---|
| By: | /s/ Gary Brown | ||
| Name: Gary Brown | |||
| Title: Senior Vice President & Chief Financial Officer | |||
| By: | |||
| Name: | |||
| Title: | |||
| Wheaton Precious Metals International Ltd.<br><br>Suite 300, 94 Solaris Avenue<br>Camana Bay<br>P.O. Box 1791 GT<br>Grand Cayman, Cayman Islands KY1-1109<br><br>Attention: Gary Brown<br><br>Email: [email protected] | WHEATON PRECIOUS METALS INTERNATIONAL LTD. | ||
| --- | --- | --- | --- |
| By: | /s/ Patrick Drouin | ||
| Name: Patrick Drouin | |||
| Title: President & Chief Sustainability Officer | |||
| By: | |||
| Name: | |||
| Title: |
Dated as of June [25], 2024
| The Bank of Nova Scotia<br><br>Global Loan Syndications - Agency Services<br><br>40 Temperance Street, 6th Floors<br><br>Toronto, Ontario M5H 0B4<br><br>Attention: Head of Agency Services<br><br>Email: [email protected] | THE BANK OF NOVA SCOTIA, as Administrative Agent | ||
|---|---|---|---|
| By: | /s/ Alastair Borthwick | ||
| Name: Alastair Borthwick | |||
| Title: Managing Director | |||
| By: | /s/ Agnes Podbielski | ||
| Name: Agnes Podbielski | |||
| Title: Director |
Dated as of June [25], 2024
| The Bank of Nova Scotia<br><br>Global Loan Syndications - Agency Services<br><br>40 Temperance Street, 6th Floors<br><br>Toronto, Ontario M5H 0B4<br><br>Attention: Kurt Foellmer<br><br>Email: [email protected] | THE BANK OF NOVA SCOTIA, as Lender | ||
|---|---|---|---|
| By: | /s/ Kurt Foellmer | ||
| Name: Kurt Foellmer | |||
| Title: Director | |||
| By: | /s/ Monika Kokolari | ||
| Name: Monika Kokolari | |||
| Title: Associate |
Dated as of June [25], 2024
| Bank of Montreal<br><br>885 West Georgia Street<br><br>18th Floor<br><br>Vancouver, BC V6C 3G1<br><br>Attention: Ben Rough,<br><br>Director, Corporate Banking<br><br>Email: [email protected] | BANK OF MONTREAL, as Lender | ||
|---|---|---|---|
| By: | /s/ Ben Rough | ||
| Name: Ben Rough | |||
| Title: Director, Corporate Banking | |||
Dated as of June [25], 2024
| Canadian Imperial Bank of Commerce<br><br>Global Mining Corporate Banking<br><br>161 Bay Street, 8th Floor<br><br>Toronto, Ontario M5J 2S8<br><br>Attention: Mark Saraiva, Executive Director<br><br>Email: [email protected] | CANADIAN IMPERIAL BANK OF COMMERCE, as Lender | |
|---|---|---|
| By: | /s/ Mark Saraiva | |
| Name: Mark Saraiva | ||
| Title: Executive Director | ||
| By: | /s/ Kazim Mehdi | |
| Name: Kazim Mehdi | ||
| Title: Managing Director and Head |
Dated as of June [25], 2024
| Royal Bank of Canada<br><br>4th Floor, South Tower<br><br>Royal Bank Plaza<br><br>200 Bay Street<br><br>Toronto, ON M5J 2W7<br><br>Attention: Stam Fountoulakis,<br><br>Managing Director<br><br>Email: [email protected] | ROYAL BANK OF CANADA, as Lender | |
|---|---|---|
| By: | /s/ Stam Fountoulakis | |
| Name: Stam Fountoulakis | ||
| Title: Managing Director | ||
Dated as of June [25], 2024
| The Toronto-Dominion Bank<br><br>700 West Georgia St., Suite 1700<br><br>Vancouver, B.C. V7Y 1B6<br><br>Attention: Rahim Kabani<br><br>Email: [email protected] | THE TORONTO-DOMINION BANK, as Lender | |
|---|---|---|
| By: | /s/ Rahim Kabani | |
| Name: Rahim Kabani | ||
| Title: Managing Director | ||
| By: | /s/ Ben Montgomery | |
| Name: Ben Montgomery | ||
| Title: Director |
Dated as of June [25], 2024
| Export Development Canada<br><br>150 Slater Street<br><br>Ottawa, ON K1A 1K3<br><br>Attention: Matthew Visser<br><br>Email: [email protected] | EXPORT DEVELOPMENT CANADA, as Lender | |
|---|---|---|
| By: | /s/ Matthew Visser | |
| Name: Matthew Visser | ||
| Title: Financing Manager | ||
| By: | /s/ Vincent Seidner | |
| Name: Vincent Seidner | ||
| Title: Senior Associate |
Dated as of June [25], 2024
| National Bank of Canada<br><br>130 King Street West<br><br>32nd Floor, Toronto, Ontario, M5X 1J9<br><br>Attention: Allan Fordyce<br><br>Email: [email protected] | NATIONAL BANK OF CANADA, as Lender | ||
|---|---|---|---|
| By: | /s/ Zain Ahmed | ||
| Name: Zain Ahmed | |||
| Title: Director | |||
| By: | /s/ Allan Fordyce | ||
| Name: Allan Fordyce | |||
| Title: Director |
Dated as of June [25], 2024
| Bank of America, N.A., Canada Branch<br><br>574 - 1055 Dunsmuir Street<br>PO BOX 49295<br><br>Vancouver, BC V7X 1L3<br><br>Attention: David Rafferty, Senior Vice President<br><br>Email: [email protected] | BANK OF AMERICA, N.A., CANADA BRANCH, as Lender | ||
|---|---|---|---|
| By: | /s/ David Rafferty | ||
| Name: David Rafferty | |||
| Title: Senior Vice President |
Dated as of June [25], 2024
ACKNOWLEDGEMENT AND CONSENT
The undersigned, each being a guarantor of the applicable Obligations under, inter alia, the Credit Agreement, hereby acknowledge, agree to and consent to the foregoing amendments to the Credit Agreement and hereby confirm their obligations under their respective Guarantee.
| WHEATON PRECIOUS METALS CORP. | ||
|---|---|---|
| By: | /s/ Gary Brown | |
| Name: Gary Brown | ||
| Title: Senior Vice President & Chief Financial Officer | ||
| By: | ||
| Name: | ||
| Title: | ||
| WHEATON PRECIOUS METALS INTERNATIONAL LTD. | ||
| --- | --- | --- |
| By: | /s/ Patrick Drouin | |
| Name: | Patrick Drouin | |
| Title: | President & Chief Sustainability Officer | |
| By: | ||
| Name: | ||
| Title: | ||
| SILVER WHEATON LUXEMBOURG S.À R.L. | ||
| --- | --- | --- |
| By: | /s/ Gisela Passchier | |
| Name: | Gisela Passchier | |
| Title: | Class A Manager | |
| By: | /s/ Jacques de Patoul | |
| Name: | Jacques de Patoul | |
| Title: | Class B Manager |
Dated as of June [25], 2024
| WHEATON PRECIOUS METALS (CAYMAN) CO. | ||
|---|---|---|
| By: | /s/ Patrick Drouin | |
| Name: | Patrick Drouin | |
| Title: | President & Chief Sustainability Officer | |
| By: | ||
| Name: | ||
| Title: |
Dated as of June [25], 2024