**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 40-F/A**

 

**Amendment No. 1**

 

**o  Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934**

 

**or**

 

**x  Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934**

 
| **For the fiscal year ended December 31, 2012** | ** ** | **Commission File Number 001-35286** |
|------------------------------------------------------|------------|--------------------------------------|

 

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**Franco-Nevada Corporation**

(Exact name of registrant as specified in its charter)

 

| **Canada**(Province or Other Jurisdiction of   Incorporation or Organization) | **1040**(Primary Standard Industrial   Classification   Code) | **Not Applicable**(I.R.S. Employer    Identification No.) |
|-------------------------------------------------------------------------------|---------------------------------------------------------------|-----------------------------------------------------------|

 

**199 Bay Street, Suite 2000**

**P.O. Box 285**

**Commerce Court Postal Station**

**Toronto, Ontario M5L 1G9**

**Canada**

**(416) 306-6300**

(Address and telephone number of registrant’s principal executive offices)

 

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**DL Services, Inc.**

**Columbia Center**

**701 Fifth Avenue, Suite 6100**

**Seattle, Washington 98104-7043**

**(206) 903-8800**

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

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Securities to be registered pursuant to Section 12(b) of the Act:

 

| **Title of   Each Class:** | ** ** | **Name of   Each Exchange On Which Registered:** |
|----------------------------|------------|--------------------------------------------------|
| **Common Shares**          | ** ** | **New York Stock Exchange**                      |

 

Securities registered pursuant to Section 12(g) of the Act:  **None**

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  **None**

 

For annual reports, indicate by check mark the information filed with this form:

 

x Annual Information Form                                                                                                                                 x Audited Annual Financial Statements

 

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report:  **146,730,310**

 

Indicate by check mark whether the Registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.   x  Yes  o  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x  Yes  o  No

 

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 on Form 40-F/A (this “Amendment No. 1”) to the Annual Report on Form 40-F (the “Original Form 40-F”) of Franco-Nevada Corporation (the “Registrant”) for the fiscal year ended December 31, 2012, originally filed with the United States Securities and Exchange Commission (the “SEC”) on March 20, 2013, is being filed (i) to update the address of the Registrant’s principal executive offices listed on the cover page of the Original Form 40-F and (ii) to include the signature of the Registrant’s independent auditor, PricewaterhouseCoopers LLP, in the independent auditor’s report dated March 19, 2013, relating to the Registrant’s audited annual consolidated financial statements as at and for the years ended December 31, 2012 and 2011, and notes thereto, which signature was inadvertently omitted from such independent auditor’s report filed as Exhibit 99.3 to the Original Form 40-F.

 

The Registrant has included in this Amendment No. 1 new certifications of its Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and a new consent from PricewaterhouseCoopers LLP in respect of the above-mentioned independent auditor’s report.

 

Except as set forth above, this Amendment No. 1 does not modify or update the disclosures in the Original Form 40-F.  The disclosures in this Amendment No. 1 do not reflect events occurring after the date of the Original Form 40-F.  Accordingly, this Amendment No. 1 should be read in conjunction with the Registrant’s other filings made with the SEC subsequent to the filing of the Original Form 40-F, as information in such filings may update or supersede certain information contained in those filings as well as in this Amendment No. 1.

 

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**SIGNATURE**

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
| ** ** | **FRANCO-NEVADA CORPORATION**                        |
|------------|------------------------------------------------------|
|       |                                                 |
|       |                                                 |
|       | /s/ Lloyd Hong                                       |
|       | Lloyd   Hong                                         |
|       | Chief   Legal Officer & Corporate Secretary |

 

Date:  September 19, 2013

 

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**EXHIBIT INDEX**

 

The following documents are being filed with the SEC as Exhibits to this Amendment No. 1:

 
| **Exhibit** | ** ** | **Description**                                                                                                                                                                                                                                                                                       |
|-------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 99.1        |       | Annual   Information Form for the fiscal year ended December 31, 2012*                                                                                                                                                                                                                                |
| 99.2        |       | Management’s   Discussion and Analysis for the fiscal year ended December 31, 2012*                                                                                                                                                                                                              |
| 99.3        |       | Audited   Consolidated Financial Statements of the Registrant, as at and for the fiscal   years ended December 31, 2012 and 2011, including the notes thereto, together   with the report of the independent auditor thereon and the management report   on internal control over financial reporting |
| 99.4        |       | Certifications   of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange   Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                |
| 99.5        |       | Certifications   of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange   Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                |
| 99.6        |       | Certificate   of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                               |
| 99.7        |       | Certification   of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                             |
| 99.8        |       | Consent   of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                               |
| 99.9        |       | Consent   of Kathleen Ann Altman, Ph.D., P.E.*                                                                                                                                                                                                                                                        |
| 99.10       |       | Consent   of R. Dennis Bergen, P. Eng.*                                                                                                                                                                                                                                                               |
| 99.11       |       | Consent   of Donald J. Birak*                                                                                                                                                                                                                                                                         |
| 99.12       |       | Consent   of Keith Blair*                                                                                                                                                                                                                                                                             |
| 99.13       |       | Consent   of Stuart E. Collins, P.E.*                                                                                                                                                                                                                                                                 |
| 99.14       |       | Consent   of GLJ Petroleum Consultants Ltd.*                                                                                                                                                                                                                                                          |
| 99.15       |       | Consent   of Chester M. Moore, P. Eng.*                                                                                                                                                                                                                                                               |
| 99.16       |       | Consent   of Roscoe Postle Associates Inc.*                                                                                                                                                                                                                                                           |
| 99.17       |       | Consent   of Klaus Triebel*                                                                                                                                                                                                                                                                           |
| 99.18       |       | Consent   of Wayne W. Valliant, P. Geo.*                                                                                                                                                                                                                                                              |

 

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* Previously filed with the Original Form 40-F.

 

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