​

​

TABLE OF CONTENTS

​

​

GENERAL MATTERS

Unless otherwise noted or the context otherwise indicates, the terms “Franco-Nevada”, “FNV”, “Company”, “Corporation”, “our” and “we” refer to Franco-Nevada Corporation and its subsidiaries. For reporting purposes, the Corporation presents its financial statements in United States dollars and in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). All dollar amounts in this Annual Information Form (“AIF”) are expressed in United States dollars, except as otherwise indicated. References to “US$”, “$” or “dollars” are to United States dollars, references to “C$” are to Canadian dollars and references to “A$” are to Australian dollars.

The information contained in this AIF is as of December 31, 2024, unless otherwise indicated. More current information may be available on our public website at www.franco-nevada.com, on SEDAR+ at www.sedarplus.com, or on the website of the United States Securities and Exchange Commission (the “SEC”) at www.sec.gov. In addition, we generally maintain supporting materials on our website, which may assist in reviewing (but are not to be considered part of) this AIF, including Franco-Nevada’s most recent Asset Handbook and ESG Report (which contains a discussion of environmental, social and governance issues, including climate change), and a glossary of non-technical and technical terms.

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This AIF contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws and the United States Private Securities Litigation Reform Act of 1995, respectively, which may include, but are not limited to, statements with respect to future events or future performance, management’s expectations regarding Franco-Nevada’s growth, results of operations, estimated future revenues, performance guidance, carrying value of assets, future dividends and requirements for additional capital, mineral resources and mineral reserves estimates, production estimates, production costs and revenue, future demand for and prices of commodities, expected mining sequences, business prospects and opportunities, the performance and plans of third-party operators, the timing for the completion of the Porcupine Complex royalty acquisition and the completion of other related transactions, audits being conducted by the Canada Revenue Agency (“CRA”), the expected exposure for current and future tax assessments and available remedies, and statements with respect to the future status and any potential restart of the Cobre Panamá mine and related arbitration proceedings. In addition, statements relating to mineral resources and mineral reserves, gold equivalent ounces (“GEOs”) or mine lives are forward-looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the estimates and assumptions are accurate and that such mineral resources and mineral reserves, GEOs or mine lives will be realized. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “potential for”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Franco-Nevada to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. A number of factors could cause actual events or results to differ materially from any forward-looking statement, including, without limitation: fluctuations in the prices of the primary commodities that drive royalty and stream revenue (gold, platinum group metals, copper, nickel, uranium, silver, iron ore and oil and gas); fluctuations in the value of the Canadian and Australian dollar, Mexican peso and any other currency in which revenue is generated, relative to the U.S. dollar; changes in national and local government legislation, including permitting and licensing regimes and taxation policies and the enforcement thereof; proposed tariff and other trade measures that may be imposed by the United States and proposed retaliatory measures that may be adopted by its trading partners; the adoption of a global minimum tax on corporations; regulatory, political or economic developments in any of the countries where properties in which Franco-Nevada holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Franco-Nevada holds a royalty, stream or other interest, including changes in the ownership and control of such operators; relinquishment or sale of mineral properties; influence of macroeconomic developments; business opportunities that become available to, or are pursued by Franco-Nevada; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; whether or not Franco-Nevada is determined to have “passive foreign investment company” (“PFIC”) status as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended; potential changes in Canadian tax treatment of offshore streams; excessive cost escalation as well as development, permitting, infrastructure, operating or technical difficulties on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; access to sufficient pipeline capacity; actual mineral content may differ from the mineral resources and mineral reserves contained in technical reports; rate and timing of production differences from resource estimates, other technical reports and mine plans; risks and hazards associated with the business of development and mining on any of the properties in which Franco-Nevada holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, sinkholes, flooding and other natural disasters, terrorism, civil unrest or an outbreak of contagious disease; the impact of future pandemics; and the integration of acquired assets. The forward-looking statements contained herein are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which Franco-Nevada holds a royalty, stream or other interest by the owners or operators of such properties in a manner consistent with past practice; the accuracy of public statements and disclosures made by the owners or operators of such underlying properties; no material adverse change in the market price of the commodities that underlie the asset portfolio; Franco-Nevada’s ongoing income and assets relating to determination of its PFIC status; no material changes to existing tax treatment; the expected application of tax laws and regulations by taxation authorities; the expected assessment and outcome of any audit by any taxation

authority; no adverse development in respect of any significant property in which Franco-Nevada holds a royalty, stream or other interest; the accuracy of publicly disclosed expectations for the development of underlying properties that are not yet in production; integration of acquired assets; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated or intended. However, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Investors are cautioned that forward-looking statements are not guarantees of future performance. In addition, there can be no assurance as to (i) the outcome of the ongoing audit by the CRA or Franco-Nevada’s exposure as a result thereof, or (ii) the future status and any potential restart of the Cobre Panamá mine or the outcome of any related arbitration proceedings. Franco-Nevada cannot assure investors that actual results will be consistent with these forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.

For additional information with respect to risks, uncertainties and assumptions, please refer to the “Risk Factors” section from pages 44 to 58 of this AIF. The forward-looking statements herein are made as of the date of this AIF only and Franco-Nevada does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

CAUTIONARY NOTE REGARDING MINERAL RESOURCE AND MINERAL RESERVE ESTIMATES

This AIF has been prepared in accordance with the requirements of Canadian securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Unless otherwise indicated, all mineral resource and mineral reserve estimates included in this AIF have been prepared by the owners or operators of the relevant properties (as and to the extent indicated by them) in accordance with National Instrument 43-101 — Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification System. NI 43-101 is a rule developed by the Canadian securities regulatory authorities which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. NI 43-101 permits a historical estimate made prior to the adoption of NI 43-101 that does not comply with NI 43-101 to be disclosed using the historical terminology if, among other things, the disclosure: (a) identifies the source and date of the historical estimate; (b) comments on the relevance and reliability of the historical estimate; (c) states whether the historical estimate uses categories other than those prescribed by NI 43-101; and (d) includes any more recent estimates or data available.

Mining disclosure under U.S. securities law was previously required to comply with SEC Industry Guide 7 (“SEC Industry Guide 7”) under the United States Securities Exchange Act of 1934, as amended. The SEC has adopted rules to replace SEC Industry Guide 7 with new mining disclosure rules under sub-parts 1300 and 1301 of Regulation S-K of the United States Securities Act of 1933 (“Regulation S-K 1300”) which became mandatory for U.S. reporting companies beginning with the first fiscal year commencing on or after January 1, 2021. Under Regulation S-K 1300, the SEC now recognizes estimates of “Measured Mineral Resources”, “Indicated Mineral Resources” and “Inferred Mineral Resources”. In addition, the SEC has amended its definitions of “Proven Mineral Reserves” and “Probable Mineral Reserves” to be substantially similar to international standards. Readers are cautioned that despite efforts to harmonize U.S. mining disclosure rules with NI 43-101 and other international requirements, there are differences between the terms and definitions used in Regulation S-K 1300 and mining terms defined in the Canadian Institute of Mining, Metallurgy and Petroleum Standards, which definitions have been adopted by NI 43‑101, and there is no assurance that any mineral resources or mineral reserves that an owner or operator may report as “measured mineral resources”, “indicated mineral resources”, “inferred mineral resources”, “proven mineral reserves” and “probable mineral reserves” under NI 43-101 would be the same had the owner or operator prepared the mineral resource or mineral reserve estimates under the standards of Regulation S-K 1300.

In addition to NI 43-101, a number of mineral resource and mineral reserve estimates have been prepared in accordance with the JORC Code or the SAMREC Code (as such terms are defined in NI 43-101), which differ from the requirements of NI 43-101 and U.S. securities laws.  Accordingly, information containing descriptions of the Corporation’s mineral properties set forth herein may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the U.S. federal securities laws and the rules and regulations thereunder. For more information, see “Reconciliation to CIM Definitions”.

​

​

EXCHANGE RATE INFORMATION

The following table sets out the high and low rates of exchange for one U.S. dollar expressed in Canadian dollars during each of the following periods; the average rate of exchange for those periods; and the rate of exchange in effect at the end of each of those periods, each based on the exchange rate published by the Bank of Canada.

On March 19, 2025 the daily exchange rate was US$1.00 = C$1.4326 as published by the Bank of Canada.

COMMODITY PRICE INFORMATION

THE CORPORATION

Name, Address and Incorporation

Franco-Nevada was incorporated under the Canada Business Corporations Act on October 17, 2007 and was amalgamated with Franco-Nevada Canada Corporation, its wholly-owned subsidiary, on January 1, 2008. Franco-Nevada’s head office and registered office is currently located at Suite 2000, Commerce Court West, 199 Bay Street, Toronto, Ontario  M5L 1G9. Franco-Nevada has additional offices in (i) Hastings, Christ Church, Barbados, (ii) Denver, Colorado and (iii) Perth, Australia, all of which are used to manage its asset portfolio and pursue new investment opportunities.

Intercorporate Relationships

The chart below depicts significant subsidiaries and/or subsidiaries in jurisdictions in which Franco-Nevada maintains an office that are wholly-owned by Franco-Nevada either directly or indirectly and are existing under the laws of the jurisdictions set out therein. Intermediate holding companies have been omitted.

​

​

GENERAL DEVELOPMENT OF FRANCO-NEVADA’S BUSINESS

Overview

Franco-Nevada is a leading gold-focused royalty and streaming company with the most diversified portfolio of cash-flow producing royalties and streams by commodity, geography, operator, revenue type and stage of project.

Our shares are listed on the Toronto and New York stock exchanges under the symbol FNV. An investment in our shares is expected to provide investors with yield and exposure to commodity price and exploration optionality while limiting exposure to cost inflation and other operating risks.

Strategy

We believe that combining lower risk gold investments with a strong balance sheet, progressively growing dividends and exposure to exploration optionality is the right mix to appeal to investors seeking to hedge market instability. Since our Initial Public Offering over 17 years ago, we have increased our dividend annually and our share price has outperformed the gold price and all relevant gold equity benchmarks. Creating successful long-term partnerships with operators is a core objective. The alignment and the natural flexibility of royalty and stream financing has made it an attractive source of capital for the cyclical resource sector. We also work to be a positive force in all our communities, providing a safe and diverse workplace, promoting responsible mining and contributing to build community support for the operations in which we invest.

​

Our revenue is generated from various forms of agreements, ranging from net smelter return royalties, streams, net profits interests, net royalty interests, working interests and other types of arrangements. We do not operate mines, develop projects or conduct exploration. Franco-Nevada has a free cash flow generating business with limited future capital commitments and management is focused on managing and growing its portfolio of royalties and streams. We recognize the cyclical nature of the industry and have a long-term investment outlook. We maintain a strong balance sheet to minimize financial risk so that we can provide capital to the industry when it is otherwise scarce.

​

The advantages of this business model are:

Our short-term financial results are primarily tied to the price of commodities and the amount of production from our portfolio of assets. Our attributable production has typically been supplemented by acquisitions of new assets. Over the longer term, our results are impacted by the amount of exploration and development capital available to operators to expand or extend our producing assets or to progress our advanced and exploration assets into production.

The focus of our business is to create exposure to gold and precious metal resource optionality. This principally involves investments in gold mines and providing capital to copper and other base metal mines to obtain exposure to by-product gold, silver and platinum group metals production. We also invest in other metals and energy to expose our shareholders to additional resource optionality. In 2024, 81.9% of our revenue was earned from mining assets, of which 76.6% was earned from precious metals.

A strength of our business model is that our margins are not generally impacted when producer costs increase. The majority of our interests are royalty and streams with payments/deliveries that are based on production levels with no adjustments for the operator’s operating costs. In 2024, these interests accounted for 92.7% of our revenue. We also have a small number of WI, NPI and NRI royalties which are based on the profit of the underlying operations.

Franco-Nevada currently operates a small organization. As of March 20, 2025, Franco-Nevada has 41 full-time employees and 5 part-time contractors. As such, Franco-Nevada is dependent upon the continued availability and commitment of its key management, whose contributions to the immediate and future operations of Franco-Nevada are of significant importance. From time to time, Franco-Nevada may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate its business. For additional information, please see the “Risk Factors” section from pages 44 to 58 of this AIF.

Investment Process and Corporate Policies

Franco-Nevada currently does not operate any of the precious metals or diversified assets in which it has royalty, stream or other interests. However, Franco-Nevada recognizes its business model is dependent on the industry operating in a responsible fashion and actively supports the industry in its efforts and initiatives, including the World Gold Council and its Responsible Gold Mining Principles and the Prospectors and Developers Association of Canada and its initiatives for responsible exploration. A detailed description of Franco-Nevada’s investment process and a discussion of environmental, social and governance issues, including climate, is contained in Franco-Nevada’s most recent ESG Report, which can be found on the Corporation’s website at www.franco-nevada.com but is not to be considered part of this AIF.

Franco-Nevada has adopted policies relating to its business conduct, including a code of business conduct and ethics, a business integrity policy, a whistleblower policy, a policy concerning confidentiality, fair disclosure and trading in securities, a human rights policy, a non-discrimination, anti-harassment and equal opportunity policy, a diversity and inclusion policy, an investment principles (environmental, social and governance) policy, a responsible gold mining principles policy, a supplier code of conduct, a corporate responsibility policy, a health and safety policy, and an information security policy. These and other policies can be found on the Corporation’s website at www.franco-nevada.com and are summarized in Franco-Nevada’s most recent ESG Report and its management information circular for its annual and special meeting of shareholders scheduled to be held on May 8, 2025, which circular will be filed on SEDAR+.

Three-Year History

2022

Acquisition of Royalty on Caserones Mine (Chile) and Private Placement with EMX Royalty Corporation

On April 14, 2022, Franco-Nevada agreed to acquire, through a wholly-owned subsidiary, an effective 0.4582% NSR on the producing Caserones copper-molybdenum mine, which is now owned by Lundin Mining Corporation (“Lundin”) (successor-in-interest to JX Nippon Mining & Metals Group), located in Chile for an aggregate purchase price of approximately $37.4 million.

Franco-Nevada also completed a private placement with EMX Royalty Corporation (“EMX”), acquiring 3,812,121 units of EMX at C$3.30 per unit for a total cost of $10.0 million (C$12.6 million). Each unit consists of one common share of EMX and one warrant to purchase one common share of EMX over five years at an exercise price of C$4.45. EMX used the proceeds from the private placement to acquire an NSR on the Caserones mine on similar terms as Franco-Nevada.

Acquisition of Additional Royalty on Castle Mountain – U.S.A.

On May 2, 2022, Franco-Nevada acquired, through a wholly-owned subsidiary, an existing 2% NSR on gold and silver produced from the Pacific Clay claims, which comprise a portion of the JSLA pit of Equinox Gold Corp.’s Castle Mountain project in California for $6.0 million. When combined with Franco-Nevada’s 2.65% NSR on the broader Castle Mountain land position, the Company now has an effective 4.65% NSR on the Pacific Clay claims.

Repayment of Loan Receivable from Noront Resources Ltd. – Canada

Franco-Nevada held a loan receivable in the principal amount of $25.0 million from Noront Resources Ltd. (“Noront”), which was extended to Noront as part of the Company’s acquisition of royalty rights in the Ring of Fire mining district of Ontario in April 2015 that had a maturity date of September 30, 2022. On May 4, 2022, following the acquisition of Noront by Wyloo Metals Pty Ltd. (“Wyloo”), Franco-Nevada received $42.7 million as full repayment of the loan. The Company continues to own several royalties over Wyloo’s properties in the Ring of Fire.

Funding of Financing Package with G Mining Ventures on the Tocantinzinho Project – Brazil

On July 18, 2022, Franco-Nevada acquired, through a wholly-owned subsidiary, Franco-Nevada (Barbados) Corporation (“FNBC”), a gold stream with reference to production from the Tocantinzinho gold project, owned by G Mining Ventures Corp. (“G Mining Ventures”) and located in Brazil (the “Tocantinzinho Stream”), for a purchase price of $250.0 million. Additionally, through one of Franco-Nevada’s wholly-owned subsidiaries, Franco-Nevada provided G Mining Ventures with a $75.0 million secured term loan (the “G Mining Ventures Term Loan”). Franco-Nevada also subscribed for common shares of G Mining Ventures.

The Tocantinzinho Stream deposit of $250.0 million, which was payable in instalments subject to various conditions, was fully funded in the year ended December 31, 2023. Stream deliveries to FNBC are based on gold production from the Tocantinzinho property, according to the following schedule: (i) 12.5% of gold produced until 300,000 ounces of gold have been delivered and, thereafter, (ii) 7.5% of gold produced for the remaining mine life. G Mining Ventures will receive 20% of the spot gold price for each ounce of gold delivered.

The G Mining Ventures Term Loan is a $75.0 million, 6-year term loan with an availability period of 3.5 years, drawable quarterly at G Mining Ventures’ option following full funding of the Tocantinzinho Stream. The G Mining Ventures Term Loan will bear interest at a rate of 3-Month Term Secured Overnight Financing Rate (“3-Month SOFR”) +5.75% per annum, reducing to 3-Month SOFR +4.75% after completion tests have been achieved at the project. Amortization will begin in December 2025 with equal quarterly repayments followed by a final 25% repayment upon maturity in June 2028. Fees payable to Franco-Nevada’s subsidiary include a standby fee on undrawn amounts of 1.0% per annum and a 2.0% original issue discount payable on principal amounts drawn.

Pursuant to the G Mining Ventures Term Loan, on July 18, 2022, Franco-Nevada was granted warrants with a fair value of $0.75 million to purchase 11.5 million G Mining Ventures common shares with a 5-year term and an exercise price of C$1.90 per G Mining Ventures common share.

The G Mining Ventures Term Loan was funded in two tranches, with $42.0 million on January 29, 2024 and $33.0 million on April 19, 2024.

On July 22, 2022, Franco-Nevada also subscribed for 44,687,500 G Mining Ventures common shares at a price of C$0.80 per G Mining Ventures common share for a total cost of $27.5 million (C$35.8 million).

Acquisition of Portfolio of Royalties – Chile

On July 25, 2022, Franco-Nevada acquired, through a wholly-owned subsidiary, a portfolio of seven royalties, each with a 2% NSR on precious metals and 1% NSR on base metals, which collectively covered approximately 230 km² in northern Chile, for $1.0 million.

Financing Package with Westhaven Gold Corp. on Spences Bridge Gold Belt Claims – Canada

On October 6, 2022, Franco-Nevada acquired a 2% NSR on all of Westhaven Gold Corp.’s (“Westhaven”) claims across the Spences Bridge Gold Belt in British Columbia for $6.0 million. Westhaven has an option to buy-down 0.5% of the NSR for $3.0 million for a period of 5 years from the closing of the transaction. Franco-Nevada also acquired an existing 2.5% NSR from Westhaven on adjoining properties currently owned by Talisker Resources Ltd. for a purchase price of $0.75 million. Total coverage for both royalties comprised approximately 1,105 km².

In addition, Franco-Nevada also subscribed for 2,500,000 common shares of Westhaven at a price of C$0.40 per share for a total cost of $0.73 million (C$1.0 million).

Financing Package with Argonaut Gold on the Magino Gold Project – Canada

On October 27, 2022, Franco-Nevada acquired a 2% NSR on Argonaut Gold Inc.’s (“Argonaut Gold”) now-producing Magino gold project in Ontario for a purchase price of $52.5 million. In addition to the Magino project, the royalty covers all of Argonaut Gold’s current regional exploration properties. On July 12, 2024, Argonaut Gold was acquired by Alamos Gold Inc. (“Alamos Gold”).

Franco-Nevada also completed a private placement with Argonaut Gold, acquiring 34,693,462 common shares at a price of C$0.39 per share for a total cost of $10.0 million (C$13.5 million).

Acquisition of Additional Royalty on Eskay Creek – Canada

On December 30, 2022, Franco-Nevada acquired an additional 0.5% NSR from Skeena Resources Limited (“Skeena”) on the Eskay Creek gold-silver project (“Eskay Creek”) land package in British Columbia for total consideration of $21.0 million (C$28.5 million) payable as follows: (i) $19.9 million (C$27.0 million) paid on closing of the transaction and (ii) $1.1 million (C$1.5 million) of contingent consideration payable upon the achievement of certain conditions relating to materials in the Albino Lake Storage Facility at Eskay Creek. In connection with this transaction, Skeena and Franco-Nevada terminated the right of first refusal to purchase a 0.5% NSR on Eskay Creek, which right was granted to Franco-Nevada on December 24, 2021.

2023

Receipt of Valentine Gold Royalty Buy-back – Canada

On February 22, 2023, Marathon Gold Corporation (“Marathon”) exercised its option to buy-back 0.5% of the initial 2.0% NSR on the Valentine Gold project by paying $7.0 million to the Company. Franco-Nevada acquired the initial 2.0% NSR on February 21, 2019 for $13.7 million (C$18.0 million). On January 24, 2024, Marathon was acquired by Calibre Mining Corp. (“Calibre”).

Acquisition of Gold Royalties – Australia

On February 22, 2023, Franco-Nevada acquired a portfolio of five primarily gold royalties from Trident Royalties Plc (“Trident”), which includes a 1.5% NSR on Ramelius Resources Limited’s Rebecca gold project (“Rebecca”) located in Australia, for total consideration of $15.6 million payable as follows: (i) $14.3 million paid on closing of the transaction, and (ii) $1.3 million in a contingent payment payable upon first gold production at Rebecca.

Acquisition of Royalty on Kerr-Addison Property and Share Subscription with Gold Candle Ltd. – Canada

On April 14, 2023, Franco-Nevada acquired a 1% NSR on Gold Candle Ltd.’s (“Gold Candle”) Kerr-Addison project located in Ontario, which hosts the formerly producing Kerr-Addison gold mine, for a purchase price of $10.0 million.

On July 26, 2023, Franco-Nevada acquired 5,454,546 common shares of Gold Candle, a private company, at a price of C$1.10 per common share for an aggregate purchase price of $4.6 million (C$6.0 million).

Acquisition of Additional Royalty on Valentine Gold Project and Private Placement with Marathon – Canada

On June 8, 2023, Franco-Nevada acquired an additional 1.5% NSR on Marathon’s (now Calibre’s) Valentine Gold project for a purchase price of $45.0 million. Inclusive of the Franco-Nevada’s initial 1.5% NSR (reduced from 2.0% following Marathon’s buy-back of 0.5%, as described above), Franco-Nevada now holds an aggregate 3.0% NSR on the project.

On July 5, 2023, Franco-Nevada acquired 6,578,947 common shares of Marathon at a price of C$0.76 per common share for an aggregate of $3.8 million (C$5.0 million), comprising the back-end of a non-brokered charity flow-through offering.

Acquisition of Royalties on Exploration Properties – U.S.A.

On June 15, 2023, Franco-Nevada acquired, through a wholly-owned subsidiary, a portfolio of eight royalties on exploration properties located in the states of Nevada and Arizona, including a 0.5% NSR on Integra Resources Corp.’s Wildcat and Mountain View gold projects, for a purchase price of $2.5 million.

Acquisition Agreement for New Royalties with EMX

On June 27, 2023, Franco-Nevada executed a binding term sheet with EMX for a three-year arrangement for the joint acquisition of newly created precious metals and copper royalties sourced by EMX. Franco-Nevada will contribute 55% (up to $5.5 million) and EMX will contribute 45% (up to $4.5 million) towards the royalty acquisitions, with the resulting royalty interests equally split on a 50/50 basis.

Acquisition of Additional Royalty Interest on Caserones – Chile

Franco-Nevada acquired, through a wholly-owned subsidiary, an incremental effective NSR totaling 0.1120% on the Caserones copper-molybdenum mine, now owned by Lundin, in Chile. The incremental effective 0.1120% NSR was acquired in two transactions: (i) a 0.0260% effective NSR on March 8, 2023, for a purchase price of $2.1 million, and (ii) a 0.0860% NSR on June 29, 2023, for a purchase price of $7.3 million. Inclusive of Franco-Nevada’s interest of 0.4582% acquired in April 2022, the Company held a 0.5702% effective NSR on Caserones as at December 31, 2023.

Subsequent to year end, on January 19, 2024, EMX exercised an option to acquire a portion of Franco-Nevada’s interest for a sale price of $4.7 million, such that the Franco-Nevada’s effective NSR on Caserones is now 0.517%.

Acquisition of Royalty on Volcan Gold Project – Chile

On July 6, 2023, Franco-Nevada agreed to acquire, through a wholly-owned subsidiary, a 1.5% NSR on the Volcan gold project located in Chile for a purchase price of $15.0 million. The project is owned by Tiernan Gold Corporation (“Tiernan”), a company privately held by Hochschild Mining plc. The NSR covers the entire land package comprising the Volcan project, as well as a surrounding area of interest extending 1.5 kilometers. The agreement provides Franco-Nevada the option to acquire an additional 1.0% NSR based on predetermined conditions. Franco-Nevada already holds an existing 1.5% NSR on the peripheral Ojo de Agua area, which is owned by Tiernan and forms part of the Volcan project.

Acquisition of Royalties on Pascua-Lama Project – Chile

On August 8, 2023, Franco-Nevada agreed to acquire, through a wholly-owned subsidiary, a sliding-scale gold royalty and fixed-rate copper royalty from private individuals over property pertaining to the Chilean portion of Barrick Gold Corporation’s (“Barrick”) Pascua-Lama project for an aggregate purchase price of $75.0 million.

Acquisition of Royalty on Wawa Gold Project – Canada

On August 29, 2023, Franco-Nevada acquired a 1.5% NSR on Red Pine Exploration Inc.’s Wawa gold project, located in Ontario, for a purchase price of $5.0 million (C$6.8 million). The agreement provides Franco-Nevada the option to acquire an additional 0.5% NSR based on predetermined conditions.

Acquisition of Additional Royalty on Magino Gold Mine – Canada

On November 15, 2023, Franco-Nevada acquired, through a wholly-owned subsidiary, an additional 1.0% NSR on Argonaut Gold’s (now Alamos Gold’s) Magino gold mine in Ontario, for a purchase price of $28.0 million. Inclusive of Franco-Nevada’s initial 2.0% NSR acquired on October 27, 2022, Franco-Nevada now holds an aggregate 3.0% NSR on Magino.

Financing Package with Skeena on Eskay Creek – Canada

On December 18, 2023, Franco-Nevada completed the following transactions with Skeena:

Franco-Nevada acquired an incremental 1.0% NSR for a purchase price of $41.8 million (C$56.0 million). Including Franco-Nevada’s initial 1% NSR and the incremental 0.5% NSR it acquired in December 2022 for a purchase price of $19.9 million (C$27.0 million), Franco-Nevada now holds a 2.5% NSR covering Skeena’s Eskay Creek properties. The amended royalty agreement also provides contingent consideration of $3.4 million (C$4.5 million) payable by Franco-Nevada upon the achievement of certain conditions relating to materials in the Albino Lake Storage Facility at Eskay Creek.

Franco-Nevada advanced $18.7 million (C$25.0 million) and received a convertible debenture (the “Skeena Convertible Debenture”). The C$25.0 million Skeena Convertible Debenture had a maturity date of the earlier of December 19, 2028 or the completion of a project financing for Eskay Creek approved by the Board of Skeena, carried an interest rate of 7% and was convertible into common shares of Skeena at a conversion price of C$7.70. Skeena could elect to defer interest payments until maturity.

On June 26, 2024, following the completion of a project financing for Eskay Creek, Skeena paid $18.9 million (C$25.9 million) to Franco-Nevada as full repayment for the Skeena Convertible Debenture.

2024 and 2025 YTD

Acquisition of Additional Natural Gas Royalty Interests in the Haynesville – U.S.A.

On January 2, 2024, Franco-Nevada closed, through wholly-owned subsidiaries, the acquisition of a royalty portfolio in the Haynesville gas play in Louisiana and Texas for a total purchase price of $125.0 million. Franco-Nevada had funded an initial deposit of $12.5 million in November 2023 when Franco-Nevada entered into the agreement. The remainder of the purchase price of $112.5 million was funded upon closing of the transaction in January 2024.

Acquisition of Additional Royalties on Pascua-Lama Project – Chile

On January 3, 2024, Franco-Nevada acquired, through a wholly-owned subsidiary, an additional interest in the Chilean portion of Barrick‘s Pascua-Lama project for a purchase price of $6.7 million. Including the interest Franco-Nevada acquired in August 2023, the Company now holds a 2.941% NSR (gold) and a 0.588% NSR (copper) on the property.

Exercise of Option by EMX for an Effective NSR Interest on Caserones – Chile

On January 19, 2024, EMX exercised an option to acquire 0.0531% of Franco-Nevada’s effective NSR on the Caserones mine for a price of $4.7 million, such that Franco-Nevada’s effective NSR on Caserones is now 0.517%.

Acquisition of Silver Royalty on Stibnite Gold Project – U.S.A.

On March 21, 2024, Franco-Nevada acquired, through a wholly-owned subsidiary, a NSR interest covering all of the payable silver production from the Stibnite Gold project in Idaho for a purchase price of $8.5 million.

Amendment of Condestable Gold and Silver Stream – Peru

On March 27, 2024, Franco-Nevada amended its precious metal stream agreement with reference to the gold and silver production from the Condestable mine in Peru, owned and operated by a subsidiary of Southern Peaks Mining LP, a private company, by advancing, through a wholly-owned subsidiary, an additional up-front deposit of $10.0 million for a total combined deposit of $175.0 million. Under the amended agreement, following the end of the fixed delivery period on December 31, 2025, Franco-Nevada will receive 63% of the gold and silver contained in concentrate until a cumulative total of 87,600 ounces of gold and 2,910,000 ounces of silver have been delivered (the “Variable Phase 1 Deliveries”), then 37.5% over the remaining life of the mine (the “Variable Phase 2 Deliveries”). The March 2024 amendment increased the Variable Phase 2 Deliveries from 25% to 37.5%.

Receipt of Séguéla Royalty Buy-Back Proceeds – Cote d’Ivoire

On March 30, 2024, Fortuna Mining Corp. exercised its option to buy-back 0.6% of our initial 1.2% NSR on the Séguéla mine for $6.5 million (A$10.0 million). Franco-Nevada’s royalty percentage on the Séguéla mine is now 0.6%.

Acquisition of Royalty in the Stewart Mining Camp and Private Placement with Scottie Resources Corp. – Canada

On April 15, 2024, Franco-Nevada acquired a 2.0% gross production royalty on all minerals produced on Scottie Resources Corp.’s (“Scottie”) claims in the Stewart Mining Camp in the Golden Triangle in British Columbia, for a purchase price of $5.9 million (C$8.1 million).

In addition, Franco-Nevada acquired 5,422,994 common shares of Scottie at a price of C$0.18 per common share for an aggregate purchase price of $0.7 million (C$1.0 million), comprising the back-end of a non-brokered charity flow-through offering.

Term Loan with SolGold plc

On May 13, 2024, SolGold plc (“SolGold”) received a $10.0 million term loan from Franco-Nevada (the “SolGold Term Loan”) which was repaid on July 17, 2024. The SolGold Term Loan had a maturity date of July 19, 2024 and carried an interest rate of 12% per annum with interest payments deferred until maturity.

EMX Term Loan

On August 19, 2024, Franco-Nevada advanced, through a wholly-owned subsidiary, $35.0 million (net of a commitment fee equal to 1% of the principal amount) to EMX pursuant to a term loan agreement (the “EMX Term Loan”). The EMX Term Loan is a senior secured term loan which matures on July 1, 2029. Interest is payable monthly at a rate equal to the 3-Month SOFR plus an applicable margin based on EMX’s net debt to adjusted EBITDA ratio. During each year, EMX may prepay $10.0 million of the principal amount outstanding without penalty, on a cumulative basis.

G Mining Ventures Equity Investment

On July 12, 2024, Franco-Nevada completed a private placement of $25.0 million with G Mining Ventures at a price of C$2.279 per share (equivalent to C$9.116 per share following the merger between G Mining Ventures and Reunion Gold Corporation (“Reunion Gold”) on July 15, 2024). La Mancha Investments S.à r.l. completed a concurrent $25.0 million private placement resulting in total proceeds to G Mining Ventures of $50.0 million. The placement was related to G Mining Ventures’ business combination with Reunion Gold and advancement of the Oko West gold development project in Guyana.

On December 4, 2024, Franco-Nevada exercised share purchase warrants to acquire 2,875,000 common shares of G Mining Ventures at a price of C$7.60 for a total cost of $15.5 million (C$21.9 million). The share purchase warrants were granted to Franco-Nevada in connection with our initial project financing package for the Tocantinzinho gold project in July 2022.

Acquisition of Gold Stream on SolGold’s Cascabel Copper-Gold Project – Ecuador

On July 15, 2024, Franco-Nevada acquired, through its wholly-owned subsidiary, FNBC, a gold stream (the “Cascabel Stream”) from SolGold with reference to production from the Cascabel project located in Ecuador. Franco-Nevada has a pre-existing 1.0% net smelter return royalty on all minerals produced from the project. FNBC and Osisko Gold Royalties Ltd.’s subsidiary, Osisko Bermuda Limited (“Osisko”), participated in the stream financing package on a 70%/30% basis. FNBC will provide a total of

$525.0 million and Osisko a total of $225.0 million for a total combined funding of $750.0 million as follows:

Stream deliveries attributable to FNBC are based on gold production from the Cascabel property, according to the following schedule:

SolGold will receive 20% of the spot gold price for each ounce of gold delivered.

Other terms include:

Acquisition of Royalty on Newmont Corporation’s Yanacocha Operations – Peru

On August 13, 2024, Franco-Nevada indirectly acquired from Compañía de Minas Buenaventura S.A.A. (“Buenaventura”) and its subsidiary, an existing 1.8% net smelter return royalty on all minerals (the “Yanacocha Royalty”) covering Newmont Corporation’s (“Newmont”) Yanacocha mine and adjacent mineral properties, including the Conga project, located in Peru.

Consideration for the Yanacocha Royalty consisted of $210.0 million paid in cash on closing, plus a contingent payment of $15.0 million (payable with 118,534 common shares of Franco-Nevada, as determined as of the date of closing), payable upon the Conga project achieving commercial production for a full year prior to the 20th anniversary of closing.

The acquisition of the Yanacocha Royalty was effective July 1, 2024.

Option to Acquire Royalty with Brazil Potash Corp. – Brazil

On November 1, 2024, Franco-Nevada acquired an option from Brazil Potash Corp. (“Brazil Potash”) for $1.0 million to purchase a 4.0% gross revenue royalty on potash produced from Brazil Potash’s Autazes development stage project in Brazil.

Acquisition of Royalty on Hayasa Metals Inc.’s Urasar Project – Armenia

Subsequent to year-end, on January 21, 2025, Franco-Nevada acquired a 0.625% NSR covering all minerals produced from Hayasa Metals Inc.’s Urasar gold-copper project in northern Armenia for $0.55 million, pursuant to a joint acquisition agreement with EMX.

Financing Package with Discovery Silver Corp. on the Porcupine Complex – Canada

Subsequent to year-end, on January 27, 2025, Franco-Nevada agreed to acquire, through a wholly-owned subsidiary, a 4.25% NSR royalty for $300.0 million, consisting of two tranches, on Discovery Silver Corp.’s (“Discovery”) Porcupine Complex, located in Ontario. Franco-Nevada also agreed to provide a $100.0 million senior secured term loan (the “Discovery Term Loan”) and on February 3, 2025, Franco-Nevada purchased 78,833,333 subscription receipts for $48.6 million (C$70.9 million). The financing package, totaling $448.6 million, provides Discovery with proceeds to acquire the Porcupine Complex and fund a planned capital program for the Porcupine Complex.

Closing of the transactions are subject to customary conditions, including the successful completion of the acquisition by Discovery of the Porcupine Complex (which is itself subject to conditions, including, without limitation, receipt of certain regulatory consents and approvals), and is expected to occur in Q2 2025.

The royalty on the Porcupine Complex consists of two tranches: (i) a 2.25% NSR in perpetuity on all minerals produced, and (ii) a 2.00% NSR on all minerals produced until the earlier of royalty payments on the tranche equivalent to 72,000 gold ounces or a cash payment equal to a pre-tax annual internal rate of return of 12% in reference to a $100.0 million attributable purchase price.

The Discovery Term Loan is a $100.0 million, 7-year term loan with an availability period of 2 years. The loan will bear interest at a rate of 3-Month SOFR +4.50% per annum. Amortization will begin after year 5 at 5% per quarter, with no restrictions on prepayment. The loan provides for an upfront fee equal to 2% on any principal drawn, a standby fee of 100 basis points per annum on undrawn funds, and the issuance of 3-year common share purchase warrants by Discovery of $1.0 million.

As part of a concurrent public offering of subscription receipts of approximately $169.5 million (C$247.5 million) which closed on February 3, 2025, Franco-Nevada purchased 78,833,333 subscription receipts at a price of C$0.90 per subscription receipt for an aggregate purchase price of $48.6 million (C$70.9 million). Each subscription receipt entitles the holder to receive, without payment of additional consideration and without further action, one common share of Discovery upon the satisfaction or waiver of certain release conditions. Upon receipt of the Discovery common shares, Franco-Nevada will own approximately 9.9% of Discovery’s issued and outstanding common shares. Franco-Nevada has agreed to a two-year lock-up, commencing on the closing of the acquisition in respect of Discovery common shares acquired in the offering.

Pandora Royalty – South Africa

Subsequent to year-end, on February 28, 2025, Franco-Nevada and Sibanye Stillwater Limited (“Sibanye-Stillwater”) converted the 5% net profit interest that Franco-Nevada held on the Pandora property to a 1% net smelter return royalty. Sibanye-Stillwater’s Pandora property forms a portion of its Marikana operations and includes the currently operating E3 decline and E4 project.

Acquisition of Precious Metals Stream on Sibanye-Stillwater’s Western Limb Mining Operations – South Africa

Subsequent to year-end, on February 28, 2025, a wholly-owned subsidiary of Franco-Nevada, FNBC, completed the acquisition of a precious metals stream (the “Western Limb Mining Operations Stream”) with reference to specific production from Sibanye-Stillwater’s Marikana, Rustenburg and Kroondal mining operations (the “Stream Area”) in South Africa for a purchase price of $500.0 million. The Western Limb Mining Operations Stream is primarily comprised of a gold component for the life of mine (“LOM”) and a platinum component for approximately 25 years.

Key terms:

Other terms include:

Portfolio Updates

​

Acquisition of Mineral Rights with Continental Resources, Inc. – U.S.A.

Franco-Nevada has, through a wholly-owned subsidiary, a strategic relationship with Continental Resources, Inc. (“Continental”) to acquire, through a jointly-owned entity (the “Royalty Acquisition Venture”), royalty rights within Continental’s areas of operation. Franco-Nevada recorded contributions to the Royalty Acquisition Venture of $23.5 million for 2024 ($9.6 million for 2023). As at December 31, 2024, Franco-Nevada has remaining commitments of up to $46.3 million.

Cobre Panamá Updates – Panamá

Cobre Panamá remains on preservation and safe management (“P&SM”) with production halted since November 2023.

On March 8, 2023, First Quantum Minerals Ltd. (“First Quantum”) and its subsidiary, Minera Panamá S.A. (“MPSA”), and the Government of Panamá (the “GOP”) announced that an agreement had been reached on the terms and conditions for a revised concession contract (together with subsequent modifications, the “Revised Concession Contract”). On October 20, 2023, the National Assembly adopted Law 406, which gave the Revised Concession Contract the status of legislation. The GOP shortly thereafter withdrew support for the Revised Concession Contract and Law 406. On November 27, 2023, the Supreme Court issued a ruling (released publicly the following day) declaring Law 406 unconstitutional and stating that the effect of the ruling was that the Revised Concession Contract purportedly no longer exists, although it did not order the closure of the Cobre Panamá mine. The GOP thereafter took further steps against the mine.

First Quantum is working with the Ministry of Commerce and Industries (“MICI”) to implement environmental stability and asset integrity measures. At the request of the MICI, Cobre Panamá delivered a draft plan for the first phase of P&SM to the GOP (the “P&SM plan”) in the first quarter of 2024. In May 2024, an Intergovernmental Commission that had been convened to inspect the site and review the P&SM plan issued its Inspection Report and recommendation for approval and implementation of the P&SM plan and its key activities; including export of 121 thousand dry metric tonnes of copper concentrate that has been stored at site since operations were suspended, reactivation of the power plant, determining a means of dealing with the sulphur containing stockpiles and providing material for the embankment walls of the tailings facility. Subsequently, there was an election and a change of government on July 1, 2024. The incoming administration reviewed the P&SM plan upon taking office. The P&SM plan is still pending government approval, and therefore not all aspects of the plan have been able to be implemented.

The general elections were held in Panamá during May 2024 and a new government took office on July 1, 2024 under the leadership of President José Raúl Mulino. President Mulino has made public statements to the effect that his government intends to address the Cobre Panamá mine in early 2025. The GOP also announced that an integrated audit of Cobre Panamá would be conducted with international experts to establish a factual basis to aid in decision making for the future of the mine. On January 6, 2025, Panamá’s Ministry of Environment (“MiAMBIENTE”) released the terms of reference for the environmental audit of the Cobre Panamá mine. The terms of reference for the environmental audit were submitted to a public consultation process, with a public comment period that concluded on February 7, 2025. Separately, an independent audit of the copper concentrate stored on site was completed by the government in December 2024, which confirmed the quantities of copper concentrate stored at the facilities.

On January 12, 2025, the Minister of Environment and the Minister of Security conducted a site visit of Cobre Panamá. During the visit, the ministers were given a tour of the mine site, highlighting the P&SM plan that is designed to ensure site stability, protect the assets of the mine and ensure the well-being of the workforce, communities and the environment. The visit also enabled the ministers to inspect 7,960 tons of ammonium nitrate stored at the mine’s Punta Rincón port. The Minister of Environment has subsequently stated that the material should be exported, which commenced by road in January 2025. The P&SM plan is not yet approved by the GOP.

On February 27, 2025, President Mulino made public statements to the effect that his government intended to discuss the future of the Cobre Panamá mine after having addressed the country's social security reform. On March 13, 2025 and on March 20, 2025, President Mulino made further statements reiterating his intentions.

Franco-Nevada is pursuing legal avenues to protect its investment in Cobre Panamá and is of the view that it has rights under international law. On November 23, 2023, Franco-Nevada notified MICI of the Company’s intent to initiate arbitration to enforce its rights under international law (“Notice of Intent”) pursuant to the Canada-Panama Free Trade Agreement (the “FTA”). On February 22, 2024, Franco-Nevada filed an updated Notice of Intent reiterating the Company’s intent to commence arbitration under the FTA. On June 27, 2024, Franco-Nevada filed a request for arbitration to the International Centre for Settlement of Investment Disputes, specifying that Franco-Nevada presently and preliminarily estimates its damages to be at least $5.0 billion, subject to further analysis and development (the “Cobre Panamá Arbitration Claim”). In Q4 2024, members of the tribunal were selected and appointed, and the tribunal was constituted on December 9, 2024. The hearing is scheduled to be held in October 2026.

While Franco-Nevada continues to pursue these legal remedies, Franco-Nevada strongly prefers and hopes for a resolution with the State of Panamá, providing the best outcome for the Panamanian people and all parties involved.

For the year ended December 31, 2023, Franco-Nevada carried out an impairment assessment to determine the recoverable amount of its Cobre Panamá stream. The recoverable amount, in accordance with applicable accounting standards, was determined to be nil at December 31, 2023 and the Company recognized a full impairment loss of $1,169.2 million in the year ended December 31, 2023.

In the event that there is a change in the facts and circumstances surrounding the halting of production at Cobre Panamá, and there is a resumption of precious metal stream deliveries to Franco-Nevada, an assessment of the recoverable amount of the Cobre Panamá stream will be performed at that time, which may lead to a reversal of part or all of the impairment loss that has been recognized.

The impairment was taken without prejudice to, or without attributing any specific value to, the legal remedies that may be obtained through any arbitration proceedings or otherwise.

Corporate and Tax Updates

Credit Facility

In June 2024, Franco-Nevada amended its $1.0 billion unsecured revolving term credit facility (the “Corporate Revolver”) to extend its term to June 3, 2029. Advances under the Corporate Revolver bear interest depending upon the currency of the advance and Franco-Nevada’s leverage ratio. As at December 31, 2024, there were no amounts borrowed against the Corporate Revolver.

As at December 31, 2024, Franco-Nevada had three standby letters of credit in the amount of $17.7 million (C$25.5 million) and subsequent to December 31, 2024, on March 11, 2025, Franco-Nevada issued a fourth standby letter in the amount of $28.0 million (C$40.5 million). These four standby letters are in relation to the audit by the CRA as referenced in the “Contingencies” section on page 33 of Franco-Nevada’s Management Discussion and Analysis for the fiscal year ended December 31, 2024, filed with the Canadian securities regulatory authorities on www.sedarplus.com and on Form 40-F filed with the SEC on www.sec.gov. These standby letters of credit reduce the available balance under the Corporate Revolver.

Dividends

As announced on January 29, 2025, Franco-Nevada’s Board of Directors raised the Company’s quarterly dividend and declared a quarterly dividend of US$0.38 per share payable on March 27, 2025, to shareholders of record on March 13, 2025. The increased dividend is intended to be effective for the full 2025 fiscal year. This is a 5.6% increase from the previous US$0.36 per share quarterly dividend and marks the 18th consecutive annual increase for Franco-Nevada shareholders.

In Q4 2024, Franco-Nevada declared a quarterly dividend of $0.36 per share, compared to the dividend of $0.34 per share in Q4 2023. During the quarter, Franco-Nevada paid total dividends of $68.7 million, of which $62.2 million was paid in cash and $6.5 million was settled in common shares under Franco-Nevada’s Dividend Reinvestment Plan (the “DRIP”). In 2024, we paid total dividends of $277.0 million, of which $242.4 million was paid in cash and $34.6 million was settled in common shares under our DRIP.

Global Minimum Tax and Barbados Corporate Tax Reform

On June 20, 2024, the Government of Canada enacted the Global Minimum Tax Act (“GMTA”) which implements key measures of the Organisation for Economic Co-operation and Development’s (“OECD”) Pillar Two GMT in Canada and includes the introduction of a 15% GMT that applies to large multinational enterprise groups with global consolidated revenues over €750.0 million. The legislation is effective from January 1, 2024. As a result, Franco-Nevada is liable to pay a top-up tax in Canada when the effective tax rate in a jurisdiction in which its subsidiary operates in is below the 15% minimum rate.

In May 2024, the Government of Barbados enacted legislation to implement tax measures in response to the OECD’s Pillar Two GMT initiative. The measures include (i) an increase of the Barbados corporate tax rate to 9% effective January 1, 2024, and (ii) the introduction of a Qualified Domestic Minimum Top-Up Tax for tax years beginning on or after January 1, 2024, which tops up the Barbados effective tax rate payable by an entity subject to Pillar Two, from 9% to 15%. As a result of these changes, our subsidiary in Barbados recognized an additional income tax expense of $44.3 million in the year ended December 31, 2024. In addition, our subsidiary recognized a deferred tax expense of approximately $49.1 million related to the remeasurement of its January 1, 2024 opening deferred tax liability balance.

All entities within the Franco-Nevada group have an effective tax rate of at least 15% for the year ended December 31, 2024, including our subsidiary in Barbados as a result of the new measures enacted by the Government of Barbados as described above. Therefore, no current tax expense was recognized in respect of the GMTA for the year ended December 31, 2024.

A summary of the total income tax recognized by Franco-Nevada for years ended December 31, 2024 and 2023 is shown below.

CRA Audit

With respect to the ongoing audit by the CRA of Franco-Nevada’s 2013-2021 taxation years, please refer to the “Contingencies” section on page 33 of Franco-Nevada’s Management Discussion and Analysis for the fiscal year ended December 31, 2024, filed with the Canadian securities regulatory authorities on www.sedarplus.com and on Form 40-F filed with the SEC on www.sec.gov.

Guidance and Outlook

The following contains forward-looking statements. For a description of material factors that could cause our actual results to differ materially from the forward-looking statements below, please see the “Cautionary Statement on Forward-Looking Information” section on page 1 of this AIF and the “Risk Factors” section from pages 44 to 58 of this AIF. The 2025 guidance and long-term outlook is based on assumptions including the forecasted state of operations from our assets based on the public statements and other disclosures by the third-party owners and operators of the underlying properties and our assessment thereof.

We present our guidance in reference to GEO sales. For streams, our guidance reflects GEOs that have been delivered from the operators of our assets and that we have subsequently sold. Our GEO deliveries may differ from operators’ production based on timing of deliveries and due to recovery and payability factors. Our GEO sales may differ from GEO deliveries based on the timing of the sales. For royalties, GEO guidance reflects the timing of royalty payments or accruals.

Our 2025 guidance and long-term outlook are based on the following assumed commodity prices: $2,800/oz Au, $31/oz Ag, $950/oz Pt, $950/oz Pd, $100/tonne Fe 62% CFR China, $70/bbl WTI oil and $3.00/mcf Henry Hub natural gas.

2025 Guidance

We expect our 2025 revenue to be more than 25% higher than in 2024. This is based on our budgeted gold price of $2,800/oz and the mid-point of our Total GEOs guidance range, provided below. We anticipate a 14% increase in Precious Metal GEOs and a 7% increase in our Total GEOs for 2025 compared to 2024, assuming no contributions from Cobre Panamá.

The anticipated 14% increase in Precious Metal GEOs largely reflects the recent additions of the Yanacocha royalty, the Western Limb Mining Operations Stream, and the Porcupine Complex royalty which is expected to close in Q2 2025. We also expect to benefit from the continued ramp-up of newly constructed mines and initial contributions from Valentine Gold. For Total GEOs, the anticipated 7% increase over 2024 is expected to be driven by higher Precious Metal GEOs, partly offset by lower GEOs from our Diversified assets. We are forecasting higher production from our Diversified assets although the expected contribution to GEOs from these assets is lower than in 2024 as we have assumed significantly higher gold prices and slightly lower energy and iron ore prices in calculating the GEO contribution. For reference, a $100 increase in the price of gold from our current assumption of $2,800/oz would result in a decrease of approximately 4,750 GEOs, with all other commodity prices and production levels constant.

Based on our assumed commodity prices, we expect our revenue mix for 2025 to be comprised of 70% gold, 11% silver, 2% PGMs, 9% oil and NGLs, 4% natural gas, 3% iron ore with the balance being from other commodities.

Precious Metals

Diversified

Interest income: We estimate interest income from our loans receivable in 2025 to be between $10.0 million and $12.0 million, not including interest revenue we may earn from the $100.0 million Discovery Term Loan.

Depletion: We estimate depletion and depreciation expense in 2025 to be between $265.0 million and $295.0 million. In 2024, depletion expense was $225.3 million.

Income Tax: We expect our effective tax rate to be between 19% and 21%.

Capital Commitments: As of December 31, 2024, our remaining capital commitment to the Royalty Acquisition Venture with Continental was $46.3 million, of which between $10.0 million and $20.0 million is expected to be deployed in 2025. Subsequent to year-end, we closed the acquisition of our stream on Sibanye-Stillwater’s Western Limb Mining Operations and funded $500.0 million on February 28, 2025. We also anticipate funding the acquisition of the $300.0 million Porcupine royalty, as well as the two remaining staged payments for the pre-construction funding of the Cascabel Stream. Refer to the “Capital Commitments” section on page 33 of Franco-Nevada’s Management Discussion and Analysis for the fiscal year ended December 31, 2024, filed with the Canadian securities regulatory authorities on www.sedarplus.com and on Form 40-F filed with the SEC on www.sec.gov, for further details on our other capital commitments.

Long-Term Outlook

For 2028, we expect Precious Metal GEOs to increase to between 400,000 and 440,000 GEOs and Total GEOs to increase to between 505,000 and 565,000 GEOs, an 18% and 15% increase, respectively, compared to 2024. For 2029, we expect Precious Metal GEOs to increase to between 375,000 and 415,000 GEOs and Total GEOs to increase to between 490,000 and 550,000 GEOs, an 11% and 12% increase, respectively, compared to 2024. We have not assumed any contribution from Cobre Panamá in this outlook, although there is potential for materially higher GEOs should it restart production, depending on the conditions of such restart. Based on the average of the next five years of the Cobre Panamá mine plan, the asset has the potential to contribute as much as 130,000 to 150,000 GEOs annually.

The five-year outlook reflects the expected commencement of production at Valentine Gold, Stibnite, Eskay Creek, Castle Mountain Phase 2, the Coroccohuayco project at Antapaccay, the expected underground expansion at Candelaria, and the long-term expansion of Magino. We also anticipate an increase in silver production from Antamina due to higher silver grades. The outlook includes a step-down starting in 2027 in our stream from 68% to 40% of gold and silver produced at Candelaria, and a reduction starting in 2028 in our stream deliveries at Antapaccay, where our stream will be based on 30% of gold and silver produced rather than indexed to copper production. Production at Guadalupe-Palmarejo is currently expected to decrease in 2029 based on the latest life of mine plan.

With respect to our Diversified assets, we anticipate production growth from the continued development of our U.S. Energy assets. We also expect an increase in attributable sales from Vale’s Northern and Southeastern systems, and have assumed commencement of production at Copper World and Taca Taca in 2029. While we expect higher revenues from our Diversified assets in the long-term outlook compared to 2024, we have used significantly higher gold prices and slightly lower oil, gas and iron ore prices in calculating the GEO contribution as compared to the prices used in 2024. This has the effect of reducing the GEOs represented by the larger revenues.

EXPLANATION OF ROYALTIES, STREAMS AND OTHER INTERESTS

A royalty is a payment to a royalty holder by a property owner or an operator of a property and is typically based on a percentage of the minerals or other products produced or the revenues or profits generated from the property. The granting of a royalty to a person usually arises as a result of: (i) paying part of the consideration payable to landowners, prospectors or junior mining companies for the purchase of their property interests; (ii) providing capital in exchange for granting a royalty; or (iii) converting a participating interest in a joint venture relationship into a royalty.

Royalties are not typically working interests in a property. Therefore, depending on the nature of the royalty interest and the laws applicable to the royalty and project, the royalty holder is generally not responsible for, and has no obligation to contribute, additional funds for any purpose, including, but not limited to, operating or capital costs, or environmental or reclamation liabilities. Typically, royalty interests are established through a contract between the royalty holder and the property owner, although many jurisdictions permit the holder to also register or otherwise record evidence of a royalty interest in applicable mineral title or land registries. The unique characteristics of royalties may provide royalty holders with special commercial benefits not available to the property owner because the royalty holder may enjoy the upside potential of the property with reduced risk.

Revenue-based Royalties: The majority of royalty revenues that Franco-Nevada receives are royalties based on revenues from the value of production. The key types of revenue-based royalties are described in general terms below:

Net Smelter Return (“NSR”) royalties are based on the value of production or net proceeds received by the operator from a smelter or refinery. These proceeds are usually subject to deductions or charges for transportation, insurance, smelting and refining costs as set out in the royalty agreement. For gold royalties, the deductions are generally minimal, while for base metal projects the deductions can be much more substantial. This type of royalty generally provides cash flow that is free of any operating or capital costs and environmental liabilities. A smaller percentage NSR in a project can effectively equate to the economic value of a larger percentage profit or working interest in the same project.

Gross Royalties (“GR”) or Gross Overriding Royalties (“GORR”) are based on the total revenue stream from the sale of production from the property with few, if any, deductions. Some contracts refer to gross proceeds (“GP”) which have been characterized as comparable to GRs in this document.

Overriding Royalties (“ORR”) and Lessor or Freehold Royalties (“FH”) are based on the proceeds from gross production and are usually free of any operating, capital and environmental costs. These terms are usually applied in the oil and gas industry.

Profit-based Royalties: Franco-Nevada also receives a portion of its revenues from royalties that are calculated based on profits, as described below:

Net Profit Interest (“NPI”) is based on the profit realized after deducting costs related to production as set out in the royalty agreement. NPI payments generally begin after payback of capital costs. Although the royalty holder is generally not responsible for providing capital, covering operating losses or environmental liabilities, increases in production costs will affect net profits and royalties payable.

Net Royalty Interest (“NRI”) is paid net of operating and capital costs similar to an NPI.

Fixed Royalties: Franco-Nevada has a small number of fixed royalties. These are royalties that are paid based on a set rate per tonne mined, produced or processed or even a minimum for a period of time rather than as a percentage of revenue or profits. These types of royalties are more common for iron ore, coal and industrial minerals and usually do not have exposure to changes in the underlying commodity price.

The royalty types listed above can include additional provisions that allow them to change character in different circumstances or have varying rates. Some examples are as follows:

Minimum Royalty (“MR”) is a provision included in some royalties that requires fixed payments at a certain level even if the project is not producing, or the project is producing at too low a rate to achieve the minimum.

Advance Minimum Royalty (“AMR”) is similar to an MR except that, once production begins, the minimum payments already paid are often credited against subsequent royalty payments from production that exceeds the minimum.

Sliding Scale Royalty (“Sliding Scale” or “ss”) refers to royalties where the royalty percentage is variable. Generally, this royalty percentage is indexed to metal prices or a production threshold. Generally, a minimum or maximum percentage would be applied to such a royalty.

Capped Royalty (“Capped”) refers to royalties that expire or cease payment after a particular cumulative royalty amount has been paid or a set production volume threshold or time period has been reached.

Royalties can be commodity specific and, for instance, apply only to gold or hydrocarbons or have varying royalty structures for different commodities from the same property. Royalties can be restricted or varied by metallurgy, ore type or even by stratigraphic horizon. Generally, the contract terms for royalties in the oil and gas business are more standardized than those found in the mining business.

Streams: Streams are distinct from royalties. They are metal purchase agreements where, in exchange for an upfront deposit and ongoing payments for metal delivered, the holder purchases all or a portion of one or more metals produced from a mine, at a preset price. In the case of gold, the agreements typically provide for the purchase price to be the spot price at the time of delivery with a fixed price per ounce (typically the lesser of (i) $400 per ounce with a small inflationary adjustment and (ii) the spot price at the time of delivery) or a percentage of the spot price for gold payable in cash (the “Ongoing Price”) and the balance paid by applying the upfront deposit. Once the upfront deposit is fully applied, the purchase price is the Ongoing Price. Precious metals streams are well suited to co-product production providing incentive to the operator to produce the precious metals. Because streams can also be used as a form of financing a project, the stream structure may also help maintain the borrowing capacity for the project. Streams can provide higher leverage to commodity price changes when structured with a fixed purchase price per ounce.

Working Interests (“WI”): A working interest is significantly different than a royalty or stream in that a holder of a WI owns an undivided possessory interest in the land or leasehold itself, and is liable for its share of capital, operating and environmental costs, usually in proportion to its ownership percentage, and it receives its pro-rata share of revenue. Minority working or equity interests are not considered to be royalties because of the ongoing funding commitments, although they can be similar in their calculations to NPIs.

Example Economics of a Royalty (NSR or NPI) versus a Stream

The example below compares the relative value per ounce to Franco-Nevada of an NSR, a stream or an NPI or WI. Assume for one ounce of gold, a sales price of $2,800, a “stream cost”⁽¹⁾ of $400 per ounce and that the “all-in sustaining cost”⁽²⁾ of the mine is $1,484 per ounce.

​

TECHNICAL AND THIRD-PARTY INFORMATION

Except where otherwise stated, the disclosure in this AIF relating to properties and operations on the properties in which Franco-Nevada holds royalty, stream or other interests is based on information publicly disclosed by the owners or operators of these properties and information/data available in the public domain as at March 13, 2025 (except where stated otherwise), and none of this information has been independently verified by Franco-Nevada. Specifically, as a royalty or stream holder, Franco-Nevada has limited, if any, access to properties included in its asset portfolio. Additionally, Franco-Nevada may from time to time receive operating information from the owners and operators of the properties, which it is not permitted to disclose to the public. Franco-Nevada is dependent on the operators of the properties and their qualified persons to provide information to Franco-Nevada or on publicly available information to prepare disclosure pertaining to properties and operations on the properties on which Franco-Nevada holds royalty, stream or other interests and generally has limited or no ability to independently verify such information. Although Franco-Nevada does not have any knowledge that such information may not be accurate, there can be no assurance that such third-party information is complete or accurate. Some information publicly reported by operators may relate to a larger property than the area covered by Franco-Nevada’s royalty, stream or other interest. Franco-Nevada’s royalty, stream or other interests often cover less than 100% and sometimes only a portion of the publicly reported mineral resources, mineral reserves and production of a property.

Except where otherwise noted, the disclosure in this AIF relating to mineral resources and mineral reserves statements for individual properties is made as at December 31, 2024. In addition, such numerical information presented in this AIF which has been derived from information publicly disclosed by owners or operators may have been rounded by Franco-Nevada and, therefore, there may be some inconsistencies between the significant digits presented in this AIF and the information publicly disclosed by owners and operators.

As at December 31, 2024, Franco-Nevada considers its stream interest in the Candelaria mine to be its only material mining project for the purposes of NI 43-101. In prior years, NI 43-101 disclosure was provided for Cobre Panamá, but it is currently on P&SM with production halted since November 2023. Currently, NI 43-101 disclosure is not required for Cobre Panamá, but Franco-Nevada has provided disclosure on the asset consistent with its approach in prior years. Please refer to “Cobre Panamá Updates – Panamá” on page 12 of this AIF for further information on the status of Cobre Panamá. Franco-Nevada will continue to assess the materiality of its assets, with respect to developments affecting existing assets and as new assets are acquired or move into production. During 2025, Franco-Nevada intends to continue to evaluate whether the inclusion of the Summary of Mineral Resources and Mineral Reserves contained in this AIF should be continued to be included going forward. For additional information, please refer to Franco-Nevada’s most recent Asset Handbook which can be found on our website.

Information contained in this AIF with respect to each of the Candelaria mine and the Cobre Panamá mine has been prepared in accordance with the exemption set forth in section 9.2 of NI 43-101.

The disclosure contained in this AIF of a scientific or technical nature for the Candelaria mine is based on (i) the technical report entitled “Technical Report for the Candelaria Copper Mining Complex, Atacama Region, Region III, Chile” dated February 22, 2023 which technical report was prepared for Lundin and filed under Lundin’s SEDAR+ profile on February 22, 2023 (the “Candelaria Technical Report”); and (ii) the information disclosed in the annual information form of Lundin dated February 19, 2025 and filed under Lundin’s SEDAR+ profile on February 19, 2025.

The technical and scientific disclosure contained in this AIF for the Cobre Panamá mine is based on (i) the technical report entitled “Cobre Panamá Project -- Colón Province, Republic of Panamá -- NI 43-101 Technical Report” and dated March 2019, which was prepared for First Quantum and filed under First Quantum’s SEDAR+ profile on March 29, 2019 (“Cobre Panamá Technical Report”); (ii) the information disclosed in the annual information form of First Quantum dated March 28, 2024 and filed under First Quantum’s SEDAR+ profile on March 28, 2024; and (iii) the management’s discussion and analysis of First Quantum for the year ended December 31, 2024 and filed under First Quantum’s SEDAR+ profile on February 12, 2025.

The technical and scientific information contained in this AIF including relating to the Candelaria mine and the Cobre Panamá mine was reviewed and approved in accordance with NI 43-101 by Darrol van Deventer, P.Eng., Vice President, Mining of the Corporation and a “Qualified Person” as defined in NI 43-101.

Reconciliation to CIM Definitions

In this AIF, Franco-Nevada has disclosed a number of Mineral Resource and Mineral Reserve estimates covering properties related to mining assets that are not based on Canadian Institute of Mining, Metallurgy and Petroleum definitions (“CIM”), but have instead been prepared in reliance upon other comparable international reporting codes, including JORC (Australia), SAMREC (South Africa) and Regulation S-K 1300 (collectively, the “Acceptable Foreign Codes”). Similar to the CIM, reporting standards adopted by these Acceptable Foreign Codes are all compliant with the international Mineral Resource and Mineral Reserve Guidelines defined by the Committee for Mineral Reserves International Reporting Standards (“CRIRSCO”).

In each case, the Mineral Resources and Mineral Reserves reported in this AIF are based on estimates previously disclosed by the relevant property owner or operator, without reference to the underlying data used to calculate the estimates. Accordingly, Franco-Nevada is unable to reconcile the Mineral Resource and Mineral Reserve estimates prepared in reliance with the Acceptable Foreign Codes with that of CIM. Franco-Nevada sought confirmation from one of its technical advisory firms, that is comprised of engineers experienced in the preparation of Mineral Resource and Mineral Reserve estimates using CIM and each

of the Acceptable Foreign Codes, of the extent to which an estimate prepared under an Acceptable Foreign Code would differ from that prepared under CIM. Franco-Nevada was advised that CIM are largely comparable to those of the Acceptable Foreign Codes and that the Mineral Resource and Mineral Reserve definitions and categories are similar to CIM as adopted in NI 43-101 and will typically result in reporting of substantially similar Mineral Resource and Mineral Reserve estimates. Such advisors further confirmed, without reference to the procedures in which the estimates prepared using Acceptable Foreign Codes that are reproduced in this AIF were conducted, that in the course of their preparation of a Mineral Resource or Mineral Reserve estimate they would effectively apply similar procedures to prepare and report the Mineral Resource or Mineral Reserve estimate regardless of the reliance on CIM or any of the Acceptable Foreign Codes.

​

FRANCO-NEVADA’S ASSETS

Franco-Nevada’s assets are categorized by commodity and stage of development. By commodity, assets are characterized as “Precious Metals” or “Diversified”. Precious Metals includes gold, silver, and PGM assets. Diversified includes iron ore, other mining and energy assets (which encompass oil, gas and natural gas liquids). “Producing” assets are those that have generated revenue from steady-state operations for Franco-Nevada or are expected to in the next year. “Advanced” assets are interests on projects which are not yet producing but where, in management’s view, the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. “Exploration” assets represent interests on projects where technical feasibility and commercial viability of extracting a mineral resource are not demonstrable.

Management uses the following criteria in its assessment of technical feasibility and commercial viability:

For accounting purposes, the number of assets has been counted in different manners depending on the category. Royalties on a producing or advanced property are generally counted as a single asset even if Franco-Nevada has multiple different royalties on the property, such as at the Goldstrike complex. Streams covering a group of mines in close proximity and operated by a common operator, such as the Sudbury streams, have also been counted as one asset. However, royalties and streams on producing properties that have significant co-products have been counted twice, such as the Robinson royalties for gold and copper or the Sudbury streams for gold and PGM. Exploration royalties are simply counted by the number of royalty contracts and no effort has been made to consolidate royalties on the same property. Franco-Nevada’s energy interests are subdivided into Producing Assets, which are assets that are currently producing oil or natural gas, or Exploration Assets, which are undeveloped assets that are not producing oil or natural gas. Franco-Nevada’s energy interests consist of a variety of royalty interests and working interests which are derived from a large number of underlying leases, contractual agreements and mineral title covering land positions primarily in western Canada and Oklahoma, North Dakota, Pennsylvania, Louisiana and Texas in the United States. For accounting purposes, these leases, contracts and mineral title have been grouped into distinct land areas and tabulated as individual assets. In many cases, Franco-Nevada owns multiple royalties or working interests that pertain to the same land area, and in these circumstances, the interests are counted as a single asset.

As of March 20, 2025, Franco-Nevada estimates that it holds 240 Precious Metals assets and 192 Diversified assets (109 Other Mining assets and 83 Energy assets) for a total of 432 assets.

​

​

​

​

​

Summary of Mineral Resources and Mineral Reserves

The Mineral Resources and Mineral Reserves tabulated in this AIF reflect the most recent publicly disclosed figures by the operators of the assets (converted to a 100% basis where appropriate) in which Franco-Nevada has interests. However, Franco-Nevada’s interests often do not cover the entire Mineral Resource and Mineral Reserve that is publicly reported by the operator. This could be a result of the underlying agreement not applying to the entire property or due to the underlying agreement not applying to 100% of the disclosed Mineral Resources and Mineral Reserves. In such cases, Franco-Nevada is reporting either that portion of the Mineral Resource and Mineral Reserve covered by its interests or is providing its best approximation as to the percentage covered by Franco-Nevada’s interests.