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.