Securities Law & Instruments

Headnote

Reduction in the fees otherwise due under subsection 23(3) of Schedule 1 of theRegulation to the Securities Act on a distribution of securities made in reliance onclause 72(1)(i) of the Securities Act to an amount payable under section 32(1) of theSecurities Act on a take over bid.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 35(1)15, 72(1)(i).

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., Schedule1, ss. 23(3)(b), 32(1) and 59(1).


IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF THE R.R.O. 1990,
REGULATION 1015 AS AMENDED (the "Regulation")

AND

IN THE MATTER OF
FRANCO-NEVADA MINING CORPORATION LIMITED

RULING
(Subsection 59(1) of Schedule 1)


UPON the application ("Application") of Franco-Nevada Mining Corporation Limited("Amalco") to the Ontario Securities Commission (the "Commission") for a ruling, pursuantto subsection 59(1) of Schedule 1 (the "Schedule") to the Regulation, exempting Amalcofrom the payment of the fee calculated pursuant to clause 23(3)(b) of the Schedule;

AND UPON considering the Application and the recommendation of the staff of theCommission;

AND UPON Amalco having represented to the Commission as follows:

1. Amalco is a corporation amalgamated under the laws of Canada and is a reportingissuer that is not in default of the requirements of the Act or the Regulation. Amalcowas formed by the amalgamation of Franco-Nevada Mining Corporation Limited("Franco") and Euro-Nevada Mining Corporation Limited ("Euro") effected by wayof a plan of arrangement (the "Arrangement") involving Franco and Euro. TheArrangement resulted in the shareholders of Franco and Euro becomingshareholders of Amalco, and all assets and liabilities of Franco and Euro becomingassets and liabilities of Amalco.

2. The Arrangement was effected on September 20, 1999 for the purpose ofcombining the businesses of Franco and Euro to, among other things, simplify thestructure of Franco and Euro. In addition, Amalco's increased size and strongerfinancial position enable it to consider transactions that were beyond the financialcapability or business mandate of either Franco or Euro.

3. The Arrangement was approved by shareholders of Franco and Euro at specialmeetings of their respective holders of common shares held on September 8, 1999.Pursuant to the Arrangement, Amalco issued 131,597,180 common shares (the"Amalco Shares") of Amalco to holders of common shares of Franco and/or Eurowho were resident in Ontario in exchange for their common shares of Franco and/orEuro.

4. The Amalco Shares were distributed pursuant to the registration and prospectusexemptions contained in paragraph 15 of subsection 25(1) and clause 72(1)(i),respectively, of the Act.

5. The primary business of each of Franco and Euro was, and the primary businessof Amalco is, the acquisition of (i) direct interests in mineral properties and, whenappropriate, the development of those properties (ii) royalty interests in producinggold mines and gold properties in the development or advanced exploration stage,(iii) direct interests in mineral properties with a view to exploring and selling, leasingor joint venturing the properties to established mine operators and retaining royaltyinterests, and (iv) indirect interests in mineral deposits through equity interests incompanies that own the interests in mineral deposits.

6. Unless the relief sought is granted, Amalco will have to pay the amount ofapproximately $596,924.81 (being $663,249.78 less the applicable 10% filing feereduction) in respect of the distribution of the Amalco Shares calculated inaccordance with the formula prescribed in clause 23(3)(b) of Schedule 1.

7. If the transaction had been structured as a takeover bid by Franco for theoutstanding securities of Euro, the fee payable by Franco would have been only$272,112.96 (being $302,347.73 less the applicable 10% filing fee reduction) ascalculated in accordance with the formula prescribed in subsection 32(1) ofSchedule 1.

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest;

IT IS RULED, pursuant to subsection 59(1) of the Schedule, that the Applicant beexempt from the requirement to pay the fee otherwise payable pursuant to clause 23(1)(b)of the Schedule, provided that a fee of $272,112.96 is paid.

March 3rd, 2000.

"J. A. Geller"      "R. Stephen Paddon"