U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
AMENDMENT NO. 1
(Check One)
x Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
Or
o Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended |
Commission file number: 001-35286 |
Franco-Nevada Corporation
(Exact name of registrant as specified in its charter)
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Canada |
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Not Applicable |
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Not Applicable |
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(Province or other jurisdiction |
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(Primary |
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(I.R.S. Employer |
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of incorporation or organization) |
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Standard |
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Identification Number) |
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Industrial |
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Classification |
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Code Number) |
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Exchange Tower
130 King Street West , Suite 740 P.O. Box 467,
Toronto, Ontario, Canada M5X 1E4
(416) 306-6300
(Address and Telephone Number of Registrant’s Principal Executive Offices)
DL Services, Inc.
Columbia Center
701 Fifth Avenue, Suite 6100
Seattle, WA 98104-7043
(206) 903-8800
(Name, Address (Including Zip Code) and Telephone Number (Including Area Code) of Agent For Service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title Of Each Class |
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Name Of Exchange On Which Registered |
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Common Shares |
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New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
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o Annual Information Form |
o Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Yes o No x
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes o No o
SIGNATURES
Pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Franco-Nevada Corporation | |
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By: |
/s/Jacqueline A. Jones | |
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Name: |
Jacqueline A. Jones |
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Title: |
Chief Legal Officer & Corporate Secretary |
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Date: August 26, 2011 | ||
EXHIBIT INDEX
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Exhibit |
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Description |
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Annual Information |
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99.1* |
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Annual Information Form of the Registrant for the year ended December 31, 2010 |
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99.2* |
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Consolidated Financial Statements for the years ended December 31, 2010 and 2009 |
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99.3* |
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Management’s Discussion and Analysis for the year ended December 31, 2010 |
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99.4* |
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Annual Report for the year ended December 31, 2010 |
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99.5* |
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Reconciliation of Canadian GAAP to US GAAP for the periods ended December 31, 2010, 2009 and 2008 |
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99.6* |
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Annual Information Form of the Registrant for the year ended December 31, 2009 |
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99.7* |
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Consolidated Financial Statements for the years ended December 31, 2009 and 2008 |
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99.8* |
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Management’s Discussion and Analysis for the year ended December 31, 2009 |
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99.9* |
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Annual Report for the year ended December 31, 2009 |
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Quarterly Information |
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99.10* |
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Interim Consolidated Financial Statements for the six months ended June 30, 2011 |
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99.11* |
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Management’s Discussion and Analysis for the six months ended June 30, 2011 |
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99.12* |
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Interim Consolidated Financial Statements for the three months ended March 31, 2011 |
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99.13* |
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Management’s Discussion and Analysis for the three months ended March 31, 2011 |
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99.14* |
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Interim Consolidated Financial Statements for the nine months ended September 30, 2010 |
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99.15* |
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Management’s Discussion and Analysis for the nine months ended September 30, 2010 |
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99.16* |
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Interim Consolidated Financial Statements for the six months ended June 30, 2010 |
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99.17* |
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Management’s Discussion and Analysis for the six months ended June 30, 2010 |
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99.18* |
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Interim Consolidated Financial Statements for the three months ended March 31, 2010 |
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99.19* |
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Management’s Discussion and Analysis for the three months ended March 31, 2010 |
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Shareholder Meeting Materials |
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99.20* |
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Form of Proxy for Annual and Special Meeting of Shareholders held on May 18, 2011 |
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99.21* |
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Management Information Circular dated April 1, 2011 in connection with the Annual and Special Meeting of Shareholders held on May 18, 2011 |
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99.22* |
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Notice of Annual and Special Meeting of Shareholders held on May 18, 2011 |
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99.23* |
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Report of Voting Results for Annual and Special Meeting of Shareholders held on May 18, 2011 |
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99.24* |
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Form of Proxy for Annual and Special Meeting of Shareholders held on May 12, 2010 |
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99.25* |
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Management Information Circular dated April 7, 2010 in connection with the Annual and Special Meeting of Shareholders held on May 12, 2010 |
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99.26* |
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Notice of Annual and Special Meeting of Shareholders held on May 12, 2010 |
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99.27* |
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Report of Voting Results for Annual and Special Meeting of Shareholders held on May 12, 2010 |
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Press Releases |
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99.28* |
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News Release dated August 9, 2011 |
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99.29* |
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News Release dated May 12, 2011 |
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99.30* |
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News Release dated March 24, 2011 |
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99.31* |
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News Release dated March 14, 2011 |
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99.32* |
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News Release dated March 14, 2011 |
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99.33* |
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News Release dated March 11, 2011 |
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99.34* |
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News Release dated March 8, 2011 |
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99.35* |
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News Release dated January 6, 2011 |
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Exhibit |
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Description |
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99.36* |
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News Release dated January 5, 2011 |
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99.37* |
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News Release dated December 31, 2010 |
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99.38* |
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News Release dated December 22, 2010 |
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99.39* |
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News Release dated December 16, 2010 |
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99.40* |
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News Release dated December 13, 2010 |
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99.41* |
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News Release dated November 11, 2010 |
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99.42* |
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News Release dated November 3, 2010 |
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99.43* |
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News Release dated August 11, 2010 |
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99.44* |
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News Release dated May 12, 2010 |
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99.45* |
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News Release dated May 12, 2010 |
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99.46* |
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News Release dated March 25, 2010 |
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99.47* |
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News Release dated March 12, 2010 |
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99.48* |
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News Release dated February 26, 2010 |
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99.49* |
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News Release dated February 16, 2010 |
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99.50* |
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News Release dated January 22, 2010 |
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99.51* |
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News Release dated January 19, 2010 |
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Material Change and Business Acquisition Reports |
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99.52* |
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Material Change Report dated March 18, 2011 |
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99.53* |
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Material Change Report dated January 11, 2011 |
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99.54* |
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Material Change Report dated December 15, 2010 |
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99.55* |
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Material Change Report dated May 19, 2010 |
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99.56* |
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Material Change Report dated March 12, 2010 |
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99.57* |
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Business Acquisition Report dated March 22, 2011 relating to the acquisition of Gold Wheaton Gold Corp. |
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99.58* |
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Reconciliation of Canadian GAAP to US GAAP for the nine months ended September 30, 2010 and 2009 |
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99.59* |
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Reconciliation of Canadian GAAP to US GAAP for the years ended December 31, 2009 and 2008 |
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99.60* |
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Reconciliation of Canadian GAAP to US GAAP Pro Forma Consolidated Financial Information for the nine months ended September 30, 2010 and year ended December 31, 2009 |
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Other Material Documents |
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99.61 |
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Technical Report effective as of March 23, 2010, dated March 25, 2010, entitled “Franco-Nevada Corporation NI 43-101 Technical Report Goldstrike Properties Royalty, Elko, NV” filed on March 25, 2010 |
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99.62* |
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Code of Business Conduct and Ethics |
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99.63* |
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Purchase and Sale Agreement dated May 12, 2010 between Franco- Nevada Corporation and Taseko Mines Limited |
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99.64 |
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Technical Report effective as of May 12, 2010, dated June 25, 2010, entitled “Technical Report Prepared for Franco-Nevada Corporation in Respect of the Prosperity Gold-Copper Project, British Columbia, Canada, Owned by Taseko Mines Limited” |
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99.65* |
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Supplemental Indenture dated June 15, 2010 to the Warrant Indenture dated June 16, 2009 between Franco-Nevada Corporation and Computershare Trust Company of Canada |
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99.66* |
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Letter dated December 12, 2010 from Franco-Nevada Corporation to Gold Wheaton Gold Corp. regarding a proposed plan of arrangement between Franco-Nevada Corporation and Gold Wheaton Gold Corp. |
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99.67* |
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Arrangement Agreement dated January 5, 2011 between Franco-Nevada Corporation and Gold Wheaton Gold Corp. |
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99.68 |
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Technical Report effective as of November 4, 2010, dated January 28, 2011, entitled “Franco-Nevada Corporation NI 43-101 Technical Report, Palmarejo Project Royalty, Chihuahua State, Mexico” |
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Exhibit |
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Description |
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99.69 |
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Technical Report dated January 1, 2011, entitled “Palmarejo Project, SW Chihuahua State, Mexico, Technical Report Prepared for Franco Nevada Corporation” |
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99.70* |
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Supplemental Warrant Indenture dated as of March 14, 2011 among Franco-Nevada GLW Holdings Corp., Franco- Nevada Corporation and Computershare Trust Company of Canada supplementing the Warrant Indenture made as of May 26, 2009 |
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99.71* |
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Supplemental Warrant Indenture dated as of March 14, 2011 among Franco-Nevada GLW Holdings Corp., Franco- Nevada Corporation and Computershare Trust Company of Canada supplementing the Warrant Indenture made as of July 8, 2008 |
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99.72* |
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Supplemental Warrant Indenture dated as of February, 2010 between Gold Wheaton Gold Corp. and Computershare Trust Company of Canada |
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99.73* |
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Warrant Indenture dated May 26, 2009 between Gold Wheaton Gold Corp. and Computershare Trust Company of Canada |
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99.74* |
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Common Share Purchase Warrant Indenture dated July 8, 2008 between Kadywood Capital Corp. (to be renamed Gold Wheaton Gold Corp.) and Computershare Trust Company of Canada |
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99.75 |
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Technical Report effective as of March 22, 2011, dated March 24, 2011 entitled “Franco-Nevada Corporation NI 43-101 Technical Report, Goldstrike Properties Royalty, Elko, Nevada” |
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99.76* |
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Supplemental Warrant Indenture dated as of February 4, 2010 between Gold Wheaton Gold Corp. and Computershare Trust Company of Canada |
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Consents |
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99.77* |
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Consent of PricewaterhouseCoopers LLP |
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99.78* |
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Consent of Scott Jones |
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99.79* |
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Consent of Daniel Thompson |
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99.80* |
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Consent of Michael Maslowski |
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99.81* |
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Consent of Keith Blair |
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99.82* |
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Consent of SRK Consulting (U.S.), Inc. |
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99.83* |
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Consent of Dr. Neal Rigby |
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99.84* |
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Consent of GLJ Petroleum Consultants Ltd. |
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99.85* |
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Consent of Leah Mach |
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99.86* |
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Consent of Katherine Garramone |
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99.87* |
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Consent of Gary Giroux |
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99.88* |
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Consent of Lawrence A. Melis |
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99.89* |
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Consent of Coeur D’Alene Mines Corp. |
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99.90* |
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Consent of Deloitte & Touche LLP |
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* Previously filed