Orders and Exemptions

T H E' M A . I TOeA THE SECURITIES ACT Order No. 6651 S E C u RITIES COM MI S S I ON Section 148 February 25, 2013 CLAUDE J. MARTEL WHEREAS: (A) On February 20, 2013, The Manitoba Securities Commission ("Commission") issued a Notice of Hearing ("Notice") giving notice of its intention to hold a hearing to consider, inter alia, whether or not it was in the public interest to order, pursuant to section 148 of The Securities Act ("Act"), that a Settlement Agreement between staff of the Commission ("Staff") and Claude J. Martel ("MARTEL") be approved ; (8) Staff of the Commission and MARTEL entered into a Settlement Agreement (a copy of which is attached as Schedule "A") dated February 12, 2013 ("Settlement Agreement"), which proposed settlement of an enforcement matter, subject to the approval of the Commission ; (C) MARTEL has consented to the issuance of this Order and has waived his right to a full hearing; (D) On February 25, 2013, the Commission held a hearing ("Settlement Hearing") to consider whether or not to approve the Settlement Agreement; (E) At the Settlement Hearing, the Commission approved the Settlement Agreement and the Commission is of the opinion that it is in the public interest to make this order. IT IS ORDERED: 1. THAT the Settlement Agreement, Schedule "A", be and the same is hereby approved . 2. THAT, pursuant to section 148 of the Act, MARTEL undertakes to the Commission that for a period of five (5) years from the date of this Order, MARTEL will not place any trades on any accounts with any firm including any discount brokerage account within fifteen (15) minutes of the close of any trading day, nor will he cause anyone else on his behalf to do so. 8Y ORDER OF THE COMMISSION Directo 500-400 St. Mary Avenue, Winnipeg, Mani toba R3C 4K5 • lei: (204) 945 .2548 • fa x: (204) 945.0330 · www.msc.gov.m b.ca

SCHEDULE "A" THE MANITOBA SECURITIES COMMISSION Settlement Agreement Claude J. Martel and Staff of The Manitoba Securities Commission The Manitoba Securities Commission 500 - 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5

SETTLEMENT AGREEMENT A. Introduction A1. By way of a Notice of Hearing to be issued ("NOH"), The Manitoba Securities Commission ("Commission") will give notice of its intention to hold a hearing to consider whether pursuant to The Securities Act ("Act") it is in the public interest for the Commission to make an order approving the settlement agreement contained herein entered into between staff of the Commission ("Staff") and the respondent Claude J. Martel ("Settlement Agreement"). A2 . Discussions have been held between the respondent and Staff in an effort to settle all issues in connection with an enforcement matter in respect of conduct or alleged conduct of the respondent in relation to the facts set out in Part B. of this Settlement Agreement ("Enforcement Matter") . A settlement of the Enforcement Matter has been reached based on the terms and conditions set forth in this Settlement Agreement. A3. Pursuant to the settlement, Staff agree to recommend to the Commission that the Enforcement Matter against the respondent be resolved and disposed of in accordance with the terms and conditions of this Settlement Agreement as set forth below. The respondent consents to the settlement and to the making of the consent order referred to in Part D. below, on the terms and conditions set forth in this Settlement Agreement. B. Statement of Facts Background ­ B1. Claude J. Martel ("MARTEL") is an individual residing at all material times in Manitoba. B2 . At all material times, MARTEL was a retired commercial glass salesman. MARTEL has never been registered under The Securities Act ("Act") in any capacity. B3. At all material times, Silver Wheaton Corp . ("Silver Wheaton") was a public mining company. B4. At all material times, the shares of Silver Wheaton were traded on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange . Its warrants were traded on the TSX only. Silver Wheaton 's series B Warrants were traded under the symbol SLW.WT.B. B5 . At all material times, Franco-Nevada Corporation ("Franco-Nevada") was a corporation in the business of generating revenues through royalty holdings predominantly in gold mines. B6. At all material times, shares of Franco-Nevada and two series of its Warrants traded on the TSX. The Warrants specifically exercisable on or before March

13, 2012 at $32.00 per share were traded under the symbol FNV.WT ("Franco-Nevada Warrants"). Trading Activity ­ B7. In or about 1998, MARTEL opened a personal Canadian dollar discount margin account ("Martel's Account") Brokerage ("TO"). B8. For the purposes of calculating the available margin in Martel's Account, SLW.WT.B and FNV.WT were valued at the best bid price at the end of the day. B9. In general, when the price of a stock falls below the margin value, the client will get a margin call, requiring an injection of cash, to be used in payment towards the amount borrowed, failing which securities in the account will be sold to generate the cash. B10. For Martel's Account, the brokerage's margin requirements for SLW.WT.B and FNV.WT were: Warrants trading under $3.00 could not be margined; Warrants trading at or above $3.00 could be margined to 50%. B11. In January 2009 ("Period of High Closing"), MARTEL placed the following buy orders electronically: Date Time Size Stock (Buy (Buy (Buy Order) order) order) 1 Jan 7 15591403 500 SLW.WT.B 2 Jan. 14 15:59:34 05 100 FNV.WT 3 Jan. 15 15:59:24.86 100 SLWWT.B 4 Jan. 27* 15:55:39.67 200 SLW.WT.B 5 Jan. 27 15:58:55.10 200 SLW.WT.B * Filled and followed by another identical buy order at 15:58, which was unfilled and established best bid at end of day. ** Attempted to high close. B12. All of the above MARTEL bids were Day orders, expiring by default at the end of the trading day. B13. The TSX closes daily at 16:00 (Eastern Time). 2 with TO Waterhouse, ~iscount Bid Quote Quote Closing Bid Price Price Prior to Prior to Bid? Increase , I , (Buy Order ­ Order ­ (Buy - Order) Highest Lowest Order) Increase In Bid Ask Margin- Price able Price $3.00 $2.98 $3.03 dNo .. ---:-. $0. 02 $3.00 $2.86 $4.08 Yes $0.14 $3.01 $2.90 $305 Yes $0.11 $301 $2.61 $3.39 **No $0.40 $301 $2.61 $3.39 Yes $0.40

3 B14. All of the above MARTEL bids were made in the last 5 minutes of the trading day. Three such bids were made in the last minute; one bid was made in the last two minutes and was made after an identical bid of MARTEL's placed in the last five minutes had been filled by a matching sell order entered at almost the same time. B15. The size of each of the bids was smaller than the size of bids historically made by MARTEL. B 16. Each of the buy orders shown above resulted in raising the best bid price and three of them established the closing bid price for the day. B17. In January of 2009, MARTEL suffered forced credit sell-outs totalling $51,000 to cover margin deficit. B 18. MARTEL had previously, in October 2008, suffered forced credit sell-outs totalling over $155,000. C. Acknowledgements C1. MARTEL acknowledges that during the Period of High Closing he engaged in trading activity by which he intended to and in some cases did raise the price of the securities in question as described above for the purpose of avoiding a margin call(s), that he now understands such conduct is a form of market manipulation, and that therefore the terms of settlement are in the public interest. C2. Staff acknowledge the cooperation of MARTEL during the investigation. D. Terms of Settlement 01. In order to effect a resolution of the issues raised by the Enforcement Matter, Staff and the respondent have entered into this Settlement Agreement. Upon this basis, Staff seek an order ("Consent Order") from the Commission pursuant to the Act that: (a) the Settlement Agreement be approved; (b) MARTEL undertakes to the Commission that for a period of five (5) years from the date of this Order, MARTEL will not place any trades on any accounts with any firm including any discount brokerage account within fifteen (15) minutes of the close of any trad ing day, nor will he cause anyone else on his behalf to do so. E. Procedure for Approval of Settlement E1. The approval of this Settlement Agreement and the making of the Consent Order set out in this Settlement Agreement shall be sought at a public hearing pursuant to the NOH to be issued.

4 E2. Staff and the respondent agree that if this Settlement Agreement is approved by the Commission, it will constitute the entirety of the evidence to be submitted to the Commission in connection with the Enforcement Matter and the respondent hereby waives his right to a full hearing and appeal of this matter. E3 . If, for any reason whatsoever, this Settlement Agreement is not approved by the Commission or the Consent Order referred to in Part D. above is not made by the Commission, Staff will be entitled to proceed with whatever steps it is entitled by law to take, including but not restricted to the commencement of a hearing before the Commission, unaffected by this Settlement Agreement or the settlement discussions. In the event that such steps are taken, the respondent shall have all the usual rights of an individual subject to such proceedings. If this Settlement Agreement is not approved or the Consent Order set out in Part D. above is not made by the Commission, the terms of this Settlement Agreement shall remain confidential and will not be raised in this or any other proceeding and any admissions contained in this Settlement Agreement shall be considered as without prejudice communications and in furtherance of settlement discussions, which will not be binding upon the parties and which will be inadmissible in any proceeding whatsoever. E4. Staff and the respondent agree that if this Settlement Agreement is approved by the Commission and the Consent Order made upon the terms set out in this Settlement Agreement, this Settlement Agreement will be a public document. E5 . The respondent agrees that he will not raise in any proceeding this Settlement Agreement or the negotiation or process of approval of this Settlement Agreement as a basis for an attack on the Commission's jurisdiction, alleged bias, alleged unfairness or any other challenge that may be available . E6. If this Settlement Agreement is approved by the Commission and the Consent Order is made upon the terms set out in this Settlement Agreement, neither Staff nor the respondent will make any statement inconsistent with this Settlement Agreement. DATED at Winnipeg , Manitoba, this 1 day of /:J~ ,2013. ~ / . . - J' L~/ / ~~ CiGdd ).~ McVCG1 Wftness V / Claude J. Martel DATED at Winnipeg, Manitoba, this!Jfi(jay of /~.5btfl4'f ,2013. Staff of the Manitoba Securities Commission per~~ Di ect