Franco-Nevada Corporation

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The securities offered hereby have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the ‘‘1933 Act’’) or the securities laws of any state and may not be offered, sold or delivered in the United States of America except in transactions exempt from the registration requirements of the 1933 Act and applicable state securities laws. See ‘‘Plan of Distribution’’. PROSPECTUS Initial Public Offering November 30, 2007 18OCT200720572896 FRANCO-NEVADA CORPORATION Cdn$1,094,400,000 72,000,000 Common Shares This prospectus of Franco-Nevada Corporation (‘‘Franco-Nevada’’) qualifies the distribution (the ‘‘Offering’’) of 72,000,000 common shares of Franco-Nevada (‘‘Common Shares’’) for aggregate gross proceeds of Cdn$1,094,400,000 at a price of Cdn$15.20 per Common Share (the ‘‘Offering Price’’) plus the Lassonde Shares (as defined herein). See ‘‘Description of Common Shares’’, ‘‘Acquisition and Related Transactions’’ and ‘‘Plan of Distribution’’. Franco-Nevada is a resource sector royalty and investment company that was formed to acquire an established portfolio of mining and oil and natural gas royalties and certain equity interests (collectively, the ‘‘Royalty Portfolio’’) which has historically produced stable cash flows. See ‘‘Acquisition and Related Transactions’’. Franco-Nevada intends to grow this portfolio through the advancement of existing properties and through acquisitions and investments. The Royalty Portfolio consists of approximately 190 royalty interests in precious and base metal properties and certain equity interests (the ‘‘Mineral Royalties’’) and over 100 royalty and/or working interests in oil and natural gas properties (the ‘‘Oil & Gas Interests’’). With underlying resources located primarily in North America and Australia, the Royalty Portfolio represents over two decades of acquisitions by Newmont Mining Corporation (‘‘Newmont’’) and Franco-Nevada Mining Corporation Limited (‘‘Old Franco-Nevada’’), which Newmont acquired in 2002. Management believes that the Royalty Portfolio represents one of the largest holdings of precious metals and mining resource royalties in a publicly listed company. The Mineral Royalties include interests in 21 operating projects (including royalty interests covering portions of the Goldstrike and Stillwater mines), 15 properties under development or advanced exploration and approximately 154 exploration properties. A majority of the Mineral Royalties that are in production are related to gold producing mining properties, although the Mineral Royalties also include exposure to platinum group metals (‘‘PGM’’), base metals and industrial minerals. The Oil & Gas Interests are located primarily in the Western Canadian Sedimentary Basin with similar amounts of revenue generated from both conventional oil and natural gas properties. These interests include working interests ranging from 3.7% to 14.85% in the Drake Point, Hecla, King Christian and Roche Point natural gas fields located on and offshore Melville Island in the Canadian Arctic (collectively, ‘‘Arctic Gas’’) resulting in an effective working interest of approximately 9%. In addition, the Royalty Portfolio includes mineral rights to 100,000 gross acres of unproved land in Canada primarily related to oil and natural gas rights. Investing in the Common Shares involves risks. See ‘‘Risk Factors’’. Price: Cdn$15.20 per Common Share Proceeds to Price to the Public(1) Underwriters’ Fee(2) Franco-Nevada(3)(4) Per Common Share ............................. Cdn$15.20 Cdn$0.684 Cdn$14.516 Total(4) ...................................... Cdn$1,094,400,000 Cdn$49,248,000 Cdn$1,045,152,000 Notes: (1) The price to the public has been established pursuant to negotiations among Franco-Nevada, Newmont, as promoter, and the Underwriters (as defined herein). (2) Franco-Nevada has agreed to pay the Underwriters a fee equal to 4.5% of the gross proceeds of this Offering (the ‘‘Underwriters’ Fee’’) which fee will be paid out of the gross proceeds of this Offering. (3) The expenses of this Offering and the transactions contemplated herein, to be paid by Franco-Nevada, are estimated to be $7.0 million. (4) Franco-Nevada has granted the Underwriters an option (the ‘‘Over-Allotment Option’’), exercisable at any time for a period of 30 days following the closing of this Offering (the ‘‘Closing’’), to purchase from Franco-Nevada at the Offering Price up to 10,800,000 additional Common Shares (the ‘‘Over-Allotment Shares’’). If the Underwriters exercise the Over-Allotment Option in full, the proceeds raised under the Offering will be Cdn$1,258,560,000, the Underwriters’ Fee will be Cdn$56,635,200 and the net proceeds to Franco-Nevada will be Cdn$1,201,924,800. This prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares. See ‘‘Plan of Distribution’’. (continued on next page) Franco-Nevada Suite 1900, Box 2005 Franco-Nevada is a resource sector royalty 20 Eglinton Ave. West and investment company Toronto, Canada M4R 1K8 Tel: 416-480-6480 Fax: 416-488-6598 www.Franco-Nevada.com Goldstrike Franco-Nevada’s cornerstone gold royalty Stillwater Franco-Nevada’s largest exposure to Oil and Gas Most of Franco-Nevada’s oil and natural on the Carlin Trend in Nevada, one of the world’s largest platinum group metals is through royalties on the gas revenue is generated by royalties and working gold-producing areas. Goldstrike is operated by Barrick, Stillwater Mine Complex in Montana, which has been interests on properties in Western Canada, operated by historically providing a stable stream of revenues. in production since 1987. EnCana, Apache, Talisman, Canadian Natural Resources and Petro-Canada. A diversified portfolio of precious and base metal royalties, oil and natural gas royalties and other interests. • Diversified portfolio of approximately 190 precious and base metals royalty interests and over 100 oil and natural gas royalty and/or working interests • Royalty interests are expected to provide stable cash flows and reduce exposure to operating and capital costs • Proven business model with experienced management team • Geopolitically secure with over 90% of revenues from the U.S., Canada and Australia in 2006 • Recognized, industry-leading operators • Growth of portfolio through third party spending to develop existing assets as well as new acquisitions Goldstrike Franco-Nevada’s cornerstone gold royalty Stillwater Franco-Nevada’s largest exposure to Oil and Gas Most of Franco-Nevada’s oil and natural on the Carlin Trend in Nevada, one of the world’s largest platinum group metals is through royalties on the gas revenue is generated by royalties and working gold-producing areas. Goldstrike is operated by Barrick, Stillwater Mine Complex in Montana, which has been interests on properties in Western Canada, operated by historically providing a stable stream of revenues. in production since 1987. EnCana, Apache, Talisman, Canadian Natural Resources and Petro-Canada. A diversified portfolio of precious and base metal royalties, oil and natural gas royalties and other interests. • Diversified portfolio of approximately 190 precious and base metals royalty interests and over 100 oil and natural gas royalty and/or working interests • Royalty interests are expected to provide stable cash flows and reduce exposure to operating and capital costs • Proven business model with experienced management team • Geopolitically secure with over 90% of revenues from the U.S., Canada and Australia in 2006 • Recognized, industry-leading operators • Growth of portfolio through third party spending to develop existing assets as well as new acquisitions (continued from cover) There is currently no market through which the Common Shares may be sold and purchasers may not be able to resell securities purchased under this prospectus. The Toronto Stock Exchange (‘‘TSX’’) has conditionally approved the listing of the Common Shares under the symbol ‘‘FNV’’. Listing is subject to Franco-Nevada fulfilling all of the requirements of the TSX on or before February 19, 2008, including the distribution of the Common Shares to a minimum number of public shareholders. BMO Nesbitt Burns Inc., UBS Securities Canada Inc., CIBC World Markets Inc., Citigroup Global Markets Canada Inc., J.P. Morgan Securities Inc., RBC Dominion Securities Inc., GMP Securities L.P., Dundee Securities Corporation, Genuity Capital Markets, HSBC Securities (Canada) Inc., National Bank Financial Inc., Paradigm Capital Inc. and Wellington West Capital Markets Inc. (collectively the ‘‘Underwriters’’), as underwriters, conditionally offer the Common Shares for sale, subject to prior sale, if, as and when issued and delivered by Franco-Nevada and accepted by the Underwriters in accordance with the conditions contained in the agreement among Franco-Nevada, Newmont and the Underwriters dated November 30, 2007 (the ‘‘Underwriting Agreement’’) and subject to approval of certain legal matters on behalf of Franco-Nevada by Goodmans LLP and on behalf of the Underwriters by Stikeman Elliott LLP. In connection with this Offering, the Underwriters may overallot or effect transactions which stabilize or maintain the market

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