0001104659-11-048971 Sample Contracts

SUPPLEMENTAL WARRANT INDENTURE
Supplemental Warrant • August 26th, 2011 • FRANCO NEVADA Corp
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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:

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 • 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,

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
FRANCO NEVADA Corp • August 26th, 2011 • British Columbia
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