Franco-Nevada Completes IPO and Acquisition of Royalty Portfolio



    /NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR DISSEMINATION IN THE
    UNITED STATES/

    TORONTO, Dec. 20 /CNW/ - Franco-Nevada Corporation (TSX:FNV) announced
today the closing of its initial public offering, the start of official
trading on the Toronto Stock Exchange and the purchase of the royalty
portfolio and certain other interests from Newmont Mining Corporation for a
purchase price of US$1.2 billion.
    The initial public offering of 72 million common shares was underwritten
by a syndicate led by BMO Capital Markets and UBS Securities. On closing of
the offering, the underwriters also exercised 7.8 million shares of the
over-allotment option at the issue price of C$15.20 per share. The gross
proceeds to Franco-Nevada including the initial exercise of overallotment
option is US$1.2 billion. The underwriters have up to 30 days from closing of
the offering to exercise the remaining portion of the over-allotment option.
    "We are delighted by the support of investors in North America and Europe
for our business model," said David Harquail, Chief Executive Officer of the
Company. "Franco-Nevada is now publicly-traded with a unique portfolio of
approximately 290 investments in resource royalties and exciting development
and exploration opportunities." Pierre Lassonde, Chairman, added: "With a
pipeline of 15 royalties in all development phases, management intends to
focus its efforts on development opportunities that it believes are
immediately available to continue our growth."
    As a result of the completion of the initial public offering and related
transactions, the Company has 85.8 million shares outstanding of which
management and directors own 7.0%.
    Franco-Nevada has in place a US$150 million revolving secured credit
facility that has been provided by a syndicate of banks led by BMO Capital
Markets and UBS Securities LLC and including CIBC World Markets, HSBC Bank
USA, Royal Bank of Canada, Scotia Capital and National Bank of Canada. The
Company expects to have approximately US$33 million drawn under the Facility
after the completion of the offering (including the initial exercise of the
over-allotment option), the acquisition of assets and the payment of expenses.
The balance of the revolver is available to fund future investments. The
Company also has a long-term investment in securities with an approximate
market value of US$43 million.

    About Franco-Nevada
    -------------------
    Franco-Nevada Corporation (FNV) is a TSX listed resource sector royalty
and investment company. The Company owns a diversified portfolio of precious
and base metal royalties, oil and natural gas royalties and other interests.
The portfolio includes assets in production, under development or in the
exploration phase mostly located in geopolitically secure countries.
Franco-Nevada intends to use its free cash flow to further expand its
portfolio in the resource sector and to pay dividends.

    The securities referenced by this news release have not been and will not
be registered under the United States Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent applicable exemption
from registration requirements. This news release does not constitute an offer
to sell or the solicitation of an offer to buy common shares of Franco-Nevada
Corporation in any jurisdiction.

    Forward-Looking Statements
    --------------------------
    This news release contains forward-looking statements, including
"forward-looking statements" within the meaning of applicable Canadian and
United States securities laws. Such forward-looking statements include,
without limitation, statements regarding the timing, terms and conditions and
anticipated consequences of the possible transaction. Where statements by
Franco-Nevada express or imply an expectation or belief as to future events or
results, such expectation or belief is expressed in good faith and believed to
have a reasonable basis. However, forward-looking statements are subject to
risks, uncertainties and other factors, which could cause actual results to
differ materially from future results expressed, projected or implied by such
forward-looking statements all as may be set out under the headings "Forward
Looking Statements" and "Risk Factors" in the prospectus pursuant to which the
common shares of the Company have been issued and elsewhere in the Company's
documents filed from time to time with the Toronto Stock Exchange and Canadian
securities regulators. Franco-Nevada expressly disclaims any obligation to
release publicly revisions to any forward-looking statement to reflect events
or circumstances after the date of this news release, or to reflect the
occurrence of unanticipated events, except as may be required under applicable
securities laws. Additionally, Franco-Nevada expressly disclaims any
obligation to comment on expectations of, or comments made by, third parties
in respect of the possible transaction.





For further information:

For further information: Further information on the Company is provided
on its website www.franco-nevada.com, or please contact: David Harquail, Chief
Executive Officer, (416) 480-6480; Philip Koven, (416) 447-4740 Ext. 235


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