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Abstract
(Marketwire - Jan. 6, 2011) - Gold Wheaton Gold Corp. (TSX:GLW) ("Gold Wheaton") is pleased to announce that it has signed a definitive arrangement agreement (the "Arrangement Agreement") with Franco-Nevada Corporation (TSX:FNV) ("Franco-Nevada") whereby Franco-Nevada will acquire the issued Gold Wheaton common shares that it does not already own for a combination of shares and cash by way of a court approved Plan of Arrangement. The consideration is valued at C$5.20 per share based on the closing price of Franco-Nevada common shares on the day prior to the original announcement of the transaction on December 13, 2010. The Arrangement Agreement provides additional flexibility regarding the form of consideration available to the Gold Wheaton shareholders and warrant holders.
The letter agreement entered into by Gold Wheaton and Franco-Nevada on December 12, 2010 (the "Letter Agreement") provided that shareholders of Gold Wheaton were to receive a 60/40 split as between share consideration and cash consideration. The Arrangement Agreement (which supersedes the Letter Agreement) provides Gold Wheaton shareholders (other than Franco-Nevada) with the option to elect to receive (i) a cash payment in the amount of C$5.20 or (ii) 0.1556 common shares of Franco-Nevada for each Gold Wheaton share, subject to caps and pro-ration. The aggregate maximum cash consideration available will be approximately C$215 million and an aggregate maximum of approximately 9.66 million common shares of Franco-Nevada will be available, subject to increase on a prorated basis if Gold Wheaton warrants and options are exercised prior to the effective date of the arrangement, and subject to further adjustment as provided in the Plan of Arrangement. If Gold Wheaton shareholders elect the same form of consideration, then the form of consideration that each shareholder is expected to receive will be approximately 60% in Franco-Nevada common shares and 40% in cash. If Gold Wheaton shareholders make diverse elections then shareholders will have the opportunity to receive a greater proportion of their preferred form of consideration.