FRANCO NEVADA Corp Sample Contracts

FRANCO-NEVADA CORPORATION US$200,000,000 EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • July 19th, 2019 • FRANCO NEVADA Corp • Gold and silver ores • Ontario

BMO Nesbitt Burns Inc. First Canadian Place, 4th Floor 100 King Street West Toronto, ON M5X 1H3 BMO Capital Markets Corp. 3 Times Square New York, NY 10036

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KADYWOOD CAPITAL CORP. (to be renamed “Gold Wheaton Gold Corp.”) - and - COMPUTERSHARE TRUST COMPANY OF CANADA COMMON SHARE PURCHASE WARRANT INDENTURE Providing for the Issue of 260,000,000 Common Share Purchase Warrants July 8, 2008
Common Share Purchase Warrant Indenture • August 26th, 2011 • FRANCO NEVADA Corp • Ontario

NOW THEREFORE THIS INDENTURE WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed and declared as follows:

8,375,000 Common Shares Franco-Nevada Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • August 14th, 2014 • FRANCO NEVADA Corp • Gold and silver ores • Ontario

Franco-Nevada Corporation, a corporation formed and organized under the Canada Business Corporations Act (the “Corporation”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 8,375,000 common shares of the Corporation (the “Firm Shares”).

Franco-Nevada to Acquire Lumina Royalty Corp. for $66 million
Acquisition Agreement • September 22nd, 2011 • FRANCO NEVADA Corp • Gold and silver ores

TORONTO, September 22, 2011 - Franco-Nevada Corporation (TSX: FNV) (NYSE: FNV) (“Franco-Nevada”) and Lumina Royalty Corp (“Lumina Royalty”) have entered into an arrangement agreement whereby Franco-Nevada will acquire all of the common shares of Lumina Royalty by way of a court approved plan of arrangement for US$60 million in Franco-Nevada common shares and US$6 million in listed Franco-Nevada warrants (TSX: FNV.WT.A with a C$75.00 exercise price, expiring June 16, 2017). Under the arrangement, Lumina Royalty shareholders will receive 0.03487 Franco-Nevada common shares and 0.01917 Franco-Nevada warrants for each Lumina Royalty common share held.

PURCHASE AND SALE AGREEMENT BETWEEN FRANCO-NEVADA (BARBADOS) CORPORATION – and – MINERA PANAMA, S.A. – and – INMET PANAMA I SARL – and – INMET PANAMA II S.A. – and – INMET FINANCE COMPANY SARL August 20, 2012
Purchase and Sale Agreement • September 4th, 2012 • FRANCO NEVADA Corp • Gold and silver ores • Ontario

WHEREAS the Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, (i) an amount of Refined Gold equal to the Gold Reference Amount, and (ii) an amount of Refined Silver equal to the Silver Reference Amount, subject to and in accordance with the terms and conditions of this Agreement;

SUPPLEMENTAL WARRANT INDENTURE
Supplemental Warrant Indenture • August 26th, 2011 • FRANCO NEVADA Corp
ARRANGEMENT AGREEMENT between FRANCO-NEVADA CORPORATION and GOLD WHEATON GOLD CORP. January 5, 2011
Arrangement Agreement • August 26th, 2011 • FRANCO NEVADA Corp • British Columbia

AND WHEREAS to effect the business combination FN proposes to acquire all of the issued and outstanding GW Common Shares by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia), all upon the terms and subject to the conditions of this Agreement in accordance with applicable Law;

SUPPLEMENTAL WARRANT INDENTURE
Supplemental Warrant Indenture • August 26th, 2011 • FRANCO NEVADA Corp • British Columbia
THIS SUPPLEMENTAL INDENTURE dated as of June 15, 2010, to the Warrant Indenture made as of June 16, 2009.
Supplemental Indenture • August 26th, 2011 • FRANCO NEVADA Corp

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada and authorized to carry on business in all provinces of Canada,

AGREEMENT OF PURCHASE AND SALE (Weyburn, Saskatchewan)
Purchase and Sale Agreement • November 16th, 2012 • FRANCO NEVADA Corp • Gold and silver ores

PENN WEST PETROLEUM LTD., a body corporate with its head office located in Calgary, Alberta (hereinafter referred to as “PWPL”)

THIS PURCHASE AND SALE AGREEMENT dated as of May 12, 2010. BETWEEN: FRANCO- NEVADA CORPORATION, a corporation incorporated under the laws of Canada (the “Purchaser”) - and - TASEKO MINES LIMITED, a corporation incorporated under the laws of the...
Purchase and Sale Agreement • August 26th, 2011 • FRANCO NEVADA Corp • Ontario

WHEREAS Taseko has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from Taseko, an amount of Refined Gold equal to the Designated Percentage of Produced Gold, subject to and in accordance with the terms and conditions of this Agreement;

Franco-Nevada Corporation Suite 740 Exchange Tower 130 King Street West Toronto, Ontario M5X 1E4
Plan of Arrangement • August 26th, 2011 • FRANCO NEVADA Corp • British Columbia
FRANCO-NEVADA CORPORATION US$300,000,000 EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 11th, 2020 • FRANCO NEVADA Corp • Gold and silver ores • Ontario

Franco-Nevada Corporation, a corporation formed and organized under the Canada Business Corporations Act (“Franco” or the “Corporation”), confirms its agreement (this “Agreement”) with CIBC World Markets Inc., BMO Nesbitt Burns Inc., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., Canaccord Genuity Corp., Credit Suisse Securities (Canada), Inc., National Bank Financial Inc., Raymond James Ltd., and Industrial Alliance Securities Inc. (collectively, the “Canadian Agents”), and CIBC World Markets Corp., BMO Capital Markets Corp., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, BofA Securities, Inc., Canaccord Genuity LLC, Credit Suisse Securities (USA) LLC, National Bank of Canada Financial Inc., Raymond James (USA) Ltd., Barclays Capital Inc., Deutsche Bank Securities Inc., and Stifel, Nicolaus & Company, Incorporated (collectively, the “U.S. Agents”, and together with the Canadian Agents, the “Agents”), to issue and sell common share

16,720,000 Common Shares Franco-Nevada Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • February 12th, 2016 • FRANCO NEVADA Corp • Gold and silver ores • Ontario
AMENDING AGREEMENT AGREEMENT OF PURCHASE AND SALE (Weyburn, Saskatchewan)
Agreement of Purchase and Sale • November 16th, 2012 • FRANCO NEVADA Corp • Gold and silver ores

PENN WEST PETROLEUM LTD., a body corporate with its head office located in Calgary, Alberta (hereinafter referred to as “PWPL”)

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