Franco-Nevada Acquires Gold Wheaton

On March 14, 2011, Franco-Nevada Corporation (“Franco-Nevada”) completed its acquisition of all of the outstanding common shares of Gold Wheaton Gold Corp. (“Gold Wheaton”) that it did not already own pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia). Gold Wheaton has amalgamated with a wholly owned subsidiary of Franco-Nevada to form Franco-Nevada GLW Holdings Corp.

Franco-Nevada had previously acquired a 34.5 per cent interest in Gold Wheaton from Quadra FNX Mining Ltd. on January 5, 2011. The aggregate value of the consideration paid for Gold Wheaton by Franco-Nevada was approximately $1 billion.

Franco-Nevada was represented internally by Jacqueline Jones, Chief Legal Officer & Corporate Secretary and by Gowling Lafleur Henderson LLP with a team led by Kathleen Ritchie and including Tina Woodside, Leslie Gord, Nicholas Dietrich, Brett Kagetsu, Stuart Breen, Bryce Kraeker, Michael Macaulay and Alexander Lalka (M&A, securities, corporate & mining); Gloria Geddes and Brent Kerr (tax); Bruce Graham and Ian Macdonald (competition); Michael Anderson and Christopher Alam (banking) and Martin Palleson (litigation). US counsel were Christopher Barry, Kimberley Anderson, John Chase and Jodie Kaufman Davis of Dorsey & Whitney LLP.

Cassels Brock & Blackwell LLP acted for Gold Wheaton with a team that included Paul Stein, Cathy Mercer, Norm Findlay and Jeffrey Roy (M&A, securities and mining); Chris Hersh (competition) and Pollyanna Lord (securities). Fasken Martineau DuMoulin LLP acted as British Columbia counsel and provided tax advice to Gold Wheaton with a team that included Tracey Cohen (litigation); Iain Mant and Lata Casciano (M&A) and Frank Schober (tax). US counsel were Adam Givertz and Anil Kalia (tax) of Shearman & Sterling LLP.

Quadra FNX Mining Ltd. was represented by Andrew McLeod and Deborah Salzberger (competition) and Susan Tomaine (securities) of Blake, Cassels & Graydon LLP. Michael Colborne and Michael McLaren of Thorsteinssons LLP provided tax advice to Quadra.

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Lawyer(s)

Michael Macaulay Christopher N. Alam Cathy L. Mercer Michael H. McLaren Jeffrey P. Roy Frank S. Schober Christopher Hersh Michael Anderson Alexander W. Lalka Paul M. Stein Deborah Salzberger Tracey M. Cohen Bruce M. Graham Tina M. Woodside-Shaw Gloria J. Geddes Michael W. Colborne Leslie T. Gord Nicholas E.J. Dietrich Lata C. Casciano Bryce A. Kraeker Brett A. Kagetsu Andrew McLeod Kathleen M. Ritchie Susan Tomaine Kimberley R. Anderson Ian R. MacDonald Norman F. Findlay Iain Mant Martin L. Palleson A. Brent Kerr Stuart D. Breen Pollyanna Lord

Firm(s)