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This press release contains forward-looking statements. Reference should be made to the "Cautionary Statement on Forward-looking Information" at the end of this
press release.


TORONTO, Dec. 13 /CNW/ - Franco-Nevada Corporation (TSX - FNV)
("Franco-Nevada" or the "Company") announced today that it and Gold
Wheaton Gold Corp. ("Gold Wheaton") have agreed to a friendly business
combination whereby Franco-Nevada will acquire Gold Wheaton for
approximately C$830 million in cash and shares.


Under the terms of a binding letter agreement, the transaction will be
structured as a Plan of Arrangement, and Gold Wheaton's common
shareholders will receive C$5.20 per share, payable 60% in shares and
40% in cash. This represents a premium of 19% to the closing price of
Gold Wheaton's shares on the TSX on December 10, 2010, a 23% premium
based on the 20-day volume weighted average trading price of Gold
Wheaton's shares on the TSX, and a 35% premium to the closing price of
Gold Wheaton's shares on November 9, 2010 (C$3.84), the day before
Quadra FNX Mining Ltd. ("Quadra FNX") publicly indicated that its 34.5%
block of Gold Wheaton shares was a non-core asset.


David Harquail, President & CEO of Franco-Nevada, said "The acquisition
of Gold Wheaton materially increases the exposure and leverage of
Franco-Nevada shareholders to increasing gold, platinum and palladium
prices. We expect this acquisition to be accretive to all per share
metrics and the transaction adds the Quadra FNX Sudbury footwall
deposits as a further cornerstone asset. As the leading gold royalty
company, Franco-Nevada continues to deliver value to our shareholders
through accretive growth transactions."


David Cohen, Chairman and CEO of Gold Wheaton, added "The combination
with Franco-Nevada provides our shareholders with premium value and
liquidity for their shareholdings in Gold Wheaton. The significant
share consideration to be received by our shareholders provides an
opportunity to continue to participate in the upside of the combined
company which, as the clear industry leader in gold royalties, has
tremendous growth potential."


The combination with Gold Wheaton enhances Franco-Nevada's position as
the largest gold-focused royalty company:



Significant immediate increase in cash flow from precious metals
streams


Increased precious metals revenue exposure, with pro forma precious
metals Net Royalty Revenues expected to be in excess of 85% of total
Net Royalty Revenue


Increased leverage to the gold price through the addition of more gold
streams to Franco-Nevada's mix of royalties


Free Cash Flow margin expected to be in excess of 90% of Net Royalty
Revenue


Exposure to substantial precious metals streams on a suite of operating
assets:



A stream of 50% of the life of mine gold, platinum and palladium in ore
from Quadra FNX's Sudbury footwall deposits, including the high-grade
Morrison Deposit with significant growth potential and increasing
precious metals grades at depth


A 25% life of mine gold stream royalty on First Uranium's Mine Waste
Solutions uranium and gold tailings recovery operation that has low
operating risk and an expected remaining mine life of approximately 15
years and increased production by nearly 50% planned for 2012


A 7% life of mine gold stream royalty on First Uranium's Ezulwini Mine,
that has planned gold production growth to over 200,000 oz per annum by
2015 and over 300,000 oz per annum by 2019, with plans to mine over 5.5
million oz of gold over an expected 20 year mine life



The pro forma cash balance at Closing is expected to be approximately
US$170 million if the existing C$107 million of Gold Wheaton notes are
called and US$290 million if they are not. In addition Franco-Nevada
has an undrawn US$175 million revolver and robust operating cash flows
which provide significant capital for further acquisitions and
continuation of Franco-Nevada's existing dividend policy



Summary of the Transaction


The acquisition of Gold Wheaton is expected to be completed by way of a
court approved Plan of Arrangement. The companies have entered into a
binding letter agreement whereby Franco-Nevada will acquire the issued
Gold Wheaton common shares that it does not already own for C$5.20 per
common share, payable 60% in Franco-Nevada shares and 40% in cash or
0.0934 of a Franco-Nevada share and C$2.08 in cash per share. Gold
Wheaton warrant holders will be entitled to receive upon exercise of
their warrants the same consideration as is received by the
shareholders of Gold Wheaton. The Franco-Nevada board of directors has
approved the transaction and the Company does not require, and the
transaction is not subject to, approval by the shareholders of
Franco-Nevada. The issuance of the Franco-Nevada shares is subject to
TSX approval.


The binding letter agreement provides for the companies to enter into a
definitive arrangement agreement on or before January 5, 2011. Prior to
entering into such agreement, Gold Wheaton will obtain an opinion from
its financial advisors that the consideration offered pursuant to the
binding letter agreement and subsequent arrangement agreement is fair,
from a financial point of view, to the holders of common shares of Gold
Wheaton and a formal valuation from an independent valuator as required
by MI 61-101 - Protection of Minority Security Holders in Special
Transactions. Closing of the transaction will be subject to customary
conditions, including approval by the shareholders of Gold Wheaton at a
special meeting of shareholders (66 and 2/3% of the votes cast and
majority of the minority approval) and receipt of court and necessary
regulatory approvals. The transaction is expected to close in March
2011.


A copy of the binding letter agreement will be filed on SEDAR. The
agreement includes standard non-solicitation and superior proposal
provisions and a break fee of $25 million. Prior to entering into a
definitive arrangement agreement, all directors and senior officers of
Gold Wheaton will enter into customary voting/lock-up agreements. Other
provisions in the binding letter agreement include conditions to
closing the transaction, representations and warranties and covenants
customary for arrangement agreements.


Acquisition of Gold Wheaton Shares from Quadra FNX


In a separate transaction, Franco-Nevada agreed on Friday December 10,
2010 to purchase from Quadra FNX common shares of Gold Wheaton
representing approximately 34.5% of Gold Wheaton for C$4.65 per share.
The consideration to Quadra FNX will be payable 100% in cash. Such
acquisition is not subject to any conditions and is scheduled to close
on December 16, 2010. Together with the shares of Gold Wheaton
previously owned, Franco-Nevada will own 36.9% of the outstanding
shares of Gold Wheaton. The total consideration paid per purchased
share to Quadra FNX will be topped-up with cash such that the total
consideration received by Quadra FNX will be equivalent to that
received by other shareholders of Gold Wheaton.


Advisors and Counsel


Franco-Nevada's financial advisor is BMO Capital Markets and its legal
counsel is Gowling Lafleur Henderson LLP. Gold Wheaton's financial
advisor is Paradigm Capital Markets and its legal counsel is Cassels
Brock & Blackwell LLP.


About Franco-Nevada


Franco-Nevada Corporation (TSX: FNV) is a gold-focused royalty company
with additional interests in platinum group metals, oil and gas and
other assets. Its portfolio of high-margin cash flow producing assets
is located principally in the United States, Canada and Mexico. The
Company also holds a pipeline of potential future cash flowing assets
that are being developed, permitted or explored.


About Gold Wheaton


Gold Wheaton (TSX: GLW) is a gold company with 100% of its operating
revenue from the sale of gold and precious metals produced by others.
The streams include production from Quadra FNX's Sudbury operations and
First Uranium's Mine Waste Solutions and Ezulwini operations.


Conference Call


Management will host a conference call on Monday, December 13, 2010 at
11:00am Eastern Time to review the transaction. Interested investors
are invited to participate as follows:



Conference Call: Local: 647-427-7450; Toll-Free: 1-888-231-8191; Title:
Franco-Nevada Combination with Gold Wheaton.


Conference Call Replay: A recording will be available until December 20,
2010 at the following numbers:



Local: 416-849-0833; Toll-Free: 1-800-642-1687; Pass code: 31857610



Webcast: A live audio webcast will be accessible at



"Net Royalty Revenue" is defined by Franco-Nevada as cash received or
receivable from operating royalty and stream assets, net of any cash
outlays required to purchase stream production.


CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION


Certain information contained in this press release, including any
information as to future financial or operating performance and other
statements that express management's expectations or estimates of
future performance, constitute "forward-looking statements". All
statements, other than statements of historical fact, are
forward-looking statements. The words "anticipates", "plans",
"estimate", "expect", "expects", "expected" and similar expressions
identify forward-looking statements. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable by management, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies. The Company cautions the reader that such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual financial
results, performance or achievements of Franco-Nevada to be materially
different from the Company's estimated future results, performance or
achievements expressed or implied by those forward-looking statements
and the forward-looking statements are not guarantees of future
performance. These risks, uncertainties and other factors include, but
are not limited to: fluctuations in the prices of the primary
commodities that drive the Company's royalty revenue (gold, platinum
group metals, copper, nickel, oil and gas); fluctuations in the value
of the Canadian and Australian dollar, Mexican peso, and any other
currency in which the Company generates revenue, relative to the US
dollar; changes in national and local government legislation, including
taxation policies; regulations and political or economic developments
in any of the countries where the Company holds interests in mineral
and oil and gas properties; influence of macroeconomic developments;
business opportunities that become available to, or are pursued by us;
reduced access to debt and equity capital; litigation; title disputes
related to our interests or any of the properties; operating or
technical difficulties on any of the properties; risks and hazards
associated with the business of development and mining on any of the
properties, including, but not limited to unusual or unexpected
geological formations, cave-ins, flooding and other natural disasters
or civil unrest; negotiation and finalization of definitive
documentation for the transaction (including the arrangement agreement,
a fairness opinion and a formal valuation); approval of the listing of
the Franco-Nevada shares by the Toronto Stock Exchange; and necessary
security holder and court approvals. The forward-looking statements
contained in this press release are based upon assumptions management
believes to be reasonable, including, without limitation, the ongoing
operation of the properties by the owners or operators of such
properties in a manner consistent with past practice, the accuracy of
public statements and disclosures made by the owners or operators of
such underlying properties, no material adverse change in the market
price of the commodities, and any other factors that cause actions,
events or results to differ from those anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking statements because of the inherent uncertainty. For
additional information with respect to risks, uncertainties and
assumptions, please also refer to the "Risk Factors" section of our
most recent Annual Information Form filed with the Canadian securities
regulatory authorities on
found on the Company's website and on SEDAR.




For further information: For more information, please go to our website atwww.franco-nevada.comor contact:
David Harquail President & CEO 416-306-6300 Paul Brink SVP Business Development 416-306-6300