FRANCO NEVADA Corp

Franco-Nevada Corporation (the “Registrant” or the “Company”) is a Canadian issuer that is permitted, under the multijurisdictional disclosure system adopted in the United States (“MJDS”), to prepare its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with disclosure requirements in effect in Canada that differ from those of the United States. The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act and in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f), 16(b) and 16(c) of the Exchange Act pursuant to Rule 3a12-3.