Franco-Nevada and Lumina Royalty Complete Plan of Arrangement

Franco-Nevada and Lumina Royalty Complete Plan of Arrangement

PR Newswire

TORONTO, Dec. 1, 2011 /PRNewswire/ – Franco-Nevada Corporation (TSX: FNV)
(NYSE: FNV) (“Franco-Nevada”) and Lumina Royalty Corp (“Lumina
Royalty”) announced today the completion of the Plan of Arrangement
(the “Arrangement”) between Franco-Nevada and Lumina Royalty pursuant
to which Franco-Nevada has acquired all of the outstanding common
shares of Lumina Royalty.

In accordance with the Arrangement, Lumina Royalty shareholders will
receive in the aggregate approximately 1,383,873 Franco-Nevada common
shares and 760,793 Franco-Nevada warrants (TSX: FNV.WT.A with a C$75.00
exercise price, expiring June 16, 2017) or 0.03487 Franco-Nevada common
shares and 0.01917 Franco-Nevada warrants per Lumina Royalty common
share.

Following completion of the Arrangement, Lumina Royalty will change its
name to Franco-Nevada LRC Holdings Corp. Lumina Royalty will be
applying to the securities regulatory authorities in Canada to cease to
be a reporting issuer in due course.

About Franco-Nevada

Franco-Nevada Corporation (TSX:FNV, NYSE:FNV) is a gold-focused royalty
and stream company with additional interests in platinum group metals,
oil & gas and other assets. The Company has a diversified portfolio of
high margin assets along with a growing pipeline of development assets
with exposure to some of the largest gold discoveries in the world. Its
business model benefits from rising commodity prices and new
discoveries while limiting operating and capital cost inflation.
Franco-Nevada has delivered growing free cash flow and dividends. It is
the gold investment that works.

About Lumina Royalty

Lumina Royalty Corp. is an unlisted company that owns royalty interests
on four copper development projects located in Chile and Argentina.
The company was formed as a result of a reorganization of Lumina Copper
Corp. (TSX-V: LCC) in June 2011. The four development projects are the
Relincho copper/molybdenum project located in Region III, Chile that is
being advanced by Teck Resources Ltd; the Taca Taca
copper/gold/molybdenum project located in Salta Province, Argentina
that is being advanced by Lumina Copper Corp; the San Jorge
copper/gold/molybdenum project located in Mendoza Province, Argentina
that is being advanced by Coro Mining Corp. and the Vizcachitas
copper/molybdenum project located in Region V, Chile that is being
advanced by Los Andes Copper Limited. More information about Lumina
Royalty Corp. and its assets can be found on the company’s website at www.luminaroyalty.com.

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”, “anticipated”,
“believes”, “plans”, “estimate”, “expect”, “expects”, “expected”,
“forecasted”, “targeted” 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.
Readers are cautioned that such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause
actual financial results, performance or achievements to be materially
different from 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: uncertainties relating to the delivery of the Franco-Nevada
common shares and warrants by the depositary and the ceasing to be a
reporting issuer process; fluctuations in the prices of the primary
commodities that drive royalty and stream revenue (gold, platinum group
metals, copper, nickel, uranium, silver and oil & gas); fluctuations in
the value of the Canadian and Australian dollar, Mexican peso, and any
other currency in which revenue is generated, relative to the US
dollar; changes in national and local government legislation, including
permitting regimes and taxation policies; regulations and political or
economic developments in any of the countries where properties in which
the parties hold a royalty, stream or other interest are located;
influence of macroeconomic developments; business opportunities that
become available to, or are pursued by Franco-Nevada; reduced access to
debt and equity capital; litigation; title disputes related to
interests or any of the properties in which the parties hold a royalty,
stream or other interest; excessive cost escalation as well as
development, permitting, infrastructure, operating or technical
difficulties on any of the properties in which the parties hold a
royalty, stream or other interest; rate and timing of production
differences from resource estimates; risks and hazards associated with
the business of development and mining on any of the properties in
which the parties hold a royalty, stream or other interest,, including,
but not limited to unusual or unexpected geological and metallurgical
conditions, slope failures or cave-ins, flooding and other natural
disasters or civil unrest; and the integration of acquired assets. The
forward-looking statements contained in this press release are based
upon assumptions management of the parties believes to be reasonable,
including, without limitation, assumptions relating to the delivery of
the Franco-Nevada common shares and warrants by the depositary and the
ceasing to be a reporting issuer process; the ongoing operation of the
properties in which the parties hold a royalty, stream or other
interest 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 that underlie the asset portfolio, no adverse development
in respect of any significant property in which the parties hold a
royalty, stream or other interest, accuracy of publicly disclosed
expectations for the development of underlying properties that are not
yet in production, integration of acquired assets and the absence of
any other factors that could cause actions, events or results to differ
from those anticipated, estimated or intended. However, there can be no
assurance that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. 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 Franco-Nevada’s most recent Annual Information Form filed
with the Canadian securities regulatory authorities on SEDAR at
www.sedar.com and Franco-Nevada’s most recent Form 40-F filed with the Securities and
Exchange Commission on EDGAR at
www.sec.gov as well as Franco-Nevada’s annual and interim MD&A. The forward-looking
statements herein are made as of the date of this press release only
and the parties do not assume any obligation to update or revise them
to reflect new information, estimates or opinions, future events or
results or otherwise, except as required by applicable law.

SOURCE Franco-Nevada Corporation

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