6-K - FNV - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number 001-35286

FRANCO-NEVADA CORPORATION

(Translation of registrant’s name into English)

199 Bay Street, Suite 2000, P.O. Box 285, Commerce Court Postal Station, Toronto, Ontario, Canada M5L 1G9

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F ◻	Form 40-F ⌧

Exhibits 99.2 and 99.3 of this Form 6-K are hereby incorporated by reference into the registrant’s registration statements on Form F-3 (File No. 333-264906), Form S-8 (File No. 333-176856) and Form F-10 (File No. 333-280159).

INDEX TO EXHIBITS


99.1	News Release dated November 6, 2024 – Franco-Nevada Reports Q3 2024 Results

99.2	Management’s Discussion and Analysis for the three and nine months ended September 30, 2024

99.3	Interim Consolidated Financial Statements for the three and nine months ended September 30, 2024

99.4	Certification of Chief Executive Officer

99.5	Certification of Chief Financial Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FRANCO-NEVADA CORPORATION


	/s/ Lloyd Hong
Date: November 6, 2024	Lloyd Hong

	Chief Legal Officer & Corporate Secretary

Exhibit 99.1

NEWS RELEASE

Toronto, November 6, 2024

(in U.S. dollars unless otherwise noted)

Franco-Nevada Reports Q3 2024 Results

Initial Contributions from Tocantinzinho Stream

“Record gold prices generated higher revenues, Adjusted EBITDA and earnings in Q3 compared to Q2 2024,” stated Paul Brink, CEO. “GEO sales were stable compared to Q2 although lower compared to Q3 2023 without the contribution from Cobre Panama. The quarter benefitted from contributions from the newly commissioned Tocantinzinho mine in Brazil, and increased contributions from royalties from the recently completed Greenstone mine and the newly acquired Yanacocha royalty. Candelaria reported an increase in copper and gold production for the quarter. While Candelaria’s copper output is on track, Lundin Mining has revised its 2024 gold production guidance lower to reflect revised gold grades for the period. In addition, revenue from our Diversified assets translated into lower GEOs reflecting record gold prices. We have adjusted our 2024 guidance as a result. Franco-Nevada continues to benefit from higher gold prices with limited exposure to cost inflation. The company remains debt-free with substantial available capital and has a strong pipeline of potential precious metal streams and royalties.”

Financial Summary

●	$275.7 million in revenue, -11% compared to Q3 2023, or +14% when excluding the impact of Cobre Panama remaining on preservation and safe management during the quarter
●	110,110 GEOs sold in the quarter, -32% compared to Q3 2023, which partly reflects:
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o	22% due to the impact of Cobre Panama, and
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o	3% due to record gold prices, reducing the conversion of non-gold revenue into GEOs
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●	$213.6 million in operating cash flow, -9% compared to Q3 2023
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●	$152.7 million in net income or $0.79/share, -13% compared to Q3 2023
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●	$236.2 million in Adjusted EBITDA or $1.23/share, -7% compared to Q3 2023, or +16% excluding Cobre Panama
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●	$153.9 million in Adjusted Net Income or $0.80/share, -12% compared to Q3 2023, or +12% excluding Cobre Panama
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●	Quarterly dividend of $0.36/share effective Q1 2024, an annual increase of 5.88%
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●	Strong financial position with no debt and $2.3 billion in available capital as at September 30, 2024
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Sector-Leading ESG

●	Rated #1 precious metals company and #1 gold company by Sustainalytics, AA by MSCI and Prime by ISS ESG
●	Committed to the World Gold Council’s Responsible Gold Mining Principles
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●	Partnering with our operators on community and ESG initiatives
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●	40% diverse representation at the Board and top leadership levels as a group
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Diverse, Long-Life Portfolio

●	Most diverse royalty and streaming portfolio by asset, operator and country
●	Attractive mix of long-life streams and high optionality royalties
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●	Long-life mineral resources and mineral reserves
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Growth and Optionality

●	Mine expansions and new mines driving 5-year growth profile
●	Long-term optionality in gold, copper and nickel and exposure to some of the world’s great mineral endowments
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●	Strong pipeline of precious metal and diversified opportunities
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Quarterly revenue and GEOs sold by commodity
		Q3 2024					Q3 2023
	****	GEOs Sold	****	Revenue		****	GEOs Sold	****	Revenue		****
		#		(in millions)			#		(in millions)
PRECIOUS METALS
Gold (excluding Cobre Panama)		71,100		$	177.6		72,939		$	140.4
Silver (excluding Cobre Panama)		11,111			28.5		12,261			23.4
PGM		2,166			5.6		5,170			9.7
		84,377		$	211.7		90,370		$	173.5
DIVERSIFIED
Iron ore		5,528		$	12.1		6,619		$	12.8
Other mining assets		1,068			2.7		1,677			3.2
Oil		14,366			32.5		20,926			38.2
Gas		2,576			8.4		4,098			9.9
NGL		2,195			5.5		2,191			4.6
		25,733		$	61.2		35,511		$	68.7
Royalty, stream and working interests (excluding Cobre Panama)		110,110		$	272.9		125,881		$	242.2
Interest revenue and other interest income		—		$	2.8		—		$	—
Revenue and GEOs (excluding Cobre Panama)		110,110		$	275.7		125,881		$	242.2
Cobre Panama		—		$	—		34,967		$	67.3
Total revenue and GEOs		110,110		$	275.7		160,848		$	309.5


Year-to-date revenue and GEOs sold by commodity
		YTD 2024					YTD 2023
	****	GEOs Sold	****	Revenue		****	GEOs Sold	****	Revenue		****
		#		(in millions)			#		(in millions)
PRECIOUS METALS
Gold (excluding Cobre Panama)		215,635		$	495.3		215,146		$	415.8
Silver (excluding Cobre Panama)		34,796			81.5		37,231			71.9
PGM		9,284			21.8		15,951			31.0
		259,715		$	598.6		268,328		$	518.7
DIVERSIFIED
Iron ore		17,984		$	38.9		18,801		$	36.0
Other mining assets		3,223			7.4		5,435			10.3
Oil		44,713			94.6		54,847			102.2
Gas		11,450			31.5		19,800			41.0
NGL		6,156			15.0		7,203			14.0
		83,526		$	187.4		106,086		$	203.5
Royalty, stream and working interests (excluding Cobre Panama)		343,241		$	786.0		374,414		$	722.2
Interest revenue and other interest income		—		$	6.5		—		$	—
Revenue and GEOs (excluding Cobre Panama)		343,241		$	792.5		374,414		$	722.2
Cobre Panama		30		$	0.1		100,280		$	193.5
Total revenue and GEOs		343,271		$	792.6		474,694		$	915.7

In Q3 2024, we recognized $275.7 million in revenue, down 10.9% from Q3 2023 (up 13.8% excluding Cobre Panama). Revenue in the 2023 period included contributions from Cobre Panama, which remained on preservation and safe management during the current period. During the quarter, we benefited from record gold prices, offset by lower contributions from Candelaria and our Energy assets. Precious Metal revenue accounted for 76.8% of our revenue (64.5% gold, 10.3% silver, 2.0% PGM). Revenue was sourced 81.2% from the Americas (38.3% South America, 8.1% Central America & Mexico, 17.0% U.S. and 17.8% Canada).

Guidance

We benefited from record gold prices in the first nine months of 2024, with revenue exceeding our initial expectations. Our full-year revenue for 2024 is expected to be between $1,050 million and $1,150 million. However, lower than expected gold production at Candelaria and slower ramp-ups at our newly contributing mines have resulted in fewer Precious Metal GEOs than originally anticipated. In addition, record gold prices in the current year have impacted the conversion of our non-gold revenue into GEOs. As a result, we are revising our GEO sales guidance as follow:


	****	****	2024 Original Guidance^1^	****	****	2024 Revised Guidance^2^	****
Total GEOs			480,000 to 540,000			445,000 to 465,000
Precious Metal GEO sales			360,000 to 400,000			340,000 to 360,000
1.	Our original guidance was based on the following assumptions for 2024: $1,950/oz Au, $22.50/oz Ag, $850/oz Pt, $900/oz Pd, $115/tonne Fe 62% CFR China, $75/bbl WTI oil and $2.50/mcf Henry Hub natural gas.
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2.	Our revised guidance is based on the following assumptions for the remainder of the year: $2,600/oz Au, $31.00/oz Ag, $950/oz Pt, $1,000/oz Pd, $100/tonne Fe 62% CFR China, $70/bbl WTI oil and $2.50/mcf Henry Hub natural gas.
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Environmental, Social and Governance (“ESG”) Updates

We continue to rank highly with leading ESG rating agencies. During the quarter, we expanded the Franco-Nevada Diversity Scholarship program by awarding four new diversity scholarships to mining engineering students at University of Toronto, Université du Québec, and École Polytechnique. Franco-Nevada is now providing scholarships to 13 students. We also renewed our funding support for the Enseña Perú education initiative in Peru.

Portfolio Additions

●	Acquisition of Royalty on Yanacocha Operations: As previously announced, on August 13, 2024, we indirectly acquired from Compañía de Minas Buenaventura (“Buenaventura”) and its subsidiary, an existing 1.8% NSR on all minerals covering Newmont’s Yanacocha mine and adjacent mineral properties, including Conga, located in Peru. Consideration for the Yanacocha royalty consisted of $210 million paid in cash on closing, plus a contingent payment of $15 million payable in Franco-Nevada common shares payable upon the Conga project achieving commercial production. The acquisition of the Yanacocha royalty was effective July 1, 2024.
●	Acquisition of Gold Stream on Cascabel Copper-Gold Project: As previously announced, on July 15, 2024, our wholly owned subsidiary, Franco-Nevada (Barbados) Corporation (“FNB”) acquired a gold stream from SolGold with reference to production from the Cascabel project located in Ecuador. FNB partnered with Osisko Gold Royalties’ subsidiary, Osisko Bermuda Limited (“Osisko”), to participate in the financing package on a 70%/30% basis. FNB will provide a total of $525 million and Osisko a total of $225 million for a total combined funding of $750 million, consisting of $100 million in pre-construction funding and $650 million towards construction once the project is fully funded and further derisked. During the quarter, FNB funded $23.4 million upon closing of the agreement.
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●	Term Loan with EMX Royalty Corporation: As previously announced, on August 9, 2024, we funded a term loan to EMX Royalty Corporation of $35 million. Interest is payable monthly at a rate equal to the 3-Month Term Secured Overnight Financing Rate plus an applicable margin based on EMX’s net debt to adjusted EBITDA ratio.
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●	G Mining Ventures Private Placement and Warrants: As previously announced, on July 12, 2024, we completed a private placement of $25 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 on July 15, 2024). La Mancha Investments S.à r.l. completed a concurrent $25 million private placement resulting in total proceeds to G Mining of $50 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. Franco-Nevada also holds share purchase warrants which allow the Company to acquire 2,875,000 common shares of G Mining Ventures at a price of C$7.60 for a total cost of C$21.9 million. Franco-Nevada expects to exercise such warrants prior to the accelerated expiry date of December 4, 2024.
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●	Option to Acquire Royalty with Brazil Potash Corp.: Subsequent to quarter-end, on November 1, 2024, we acquired an option from Brazil Potash for $1.0 million to purchase a 4.0% gross revenue royalty on potash produced from Brazil Potash’s Autazes project in Brazil.
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Q3 2024 Portfolio Updates

Precious Metal assets: GEOs sold from our Precious Metal assets were 84,377, down 32.7% from 125,337 GEOs in Q3 2023, or down 6.6% from 90,370 GEOs when excluding Cobre Panama. Lower contributions from Candelaria and Antapaccay were partly offset by higher GEOs from Subika, and contributions from the recently constructed Tocantinzinho and Greenstone mines and the newly acquired Yanacocha royalty.

South America:

●	Candelaria (gold and silver stream) – GEOs delivered and sold in Q3 2024 were lower than those sold in Q3 2023. In Q2 2024, mining rates were impacted by the interface of the open pit and historic underground mining stopes, requiring more stockpiled ore to be processed which reduced grades and recoveries. While production in the quarter increased due to access to higher grade ore and improved runtime in the SAG mills, Lundin Mining has revised its 2024 annual gold production guidance for Candelaria down to between 92,000 and 102,000 gold ounces (from 100,000 to 110,000 gold ounces previously) due to revised gold grades and expected recoveries for the period. Lundin Mining expects to achieve its original copper production guidance for Candelaria for 2024.
●	Antapaccay (gold and silver stream) – GEOs delivered and sold were lower in Q3 2024 compared to Q3 2023. Mine scheduling was adjusted in part due to a geotechnical event which occurred in Q2 2024 and temporarily limited pit access. Deliveries improved in Q3 2024, and we expect deliveries to be between 50,000 to 60,000 GEOs as originally guided for 2024.
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Candelaria (gold and silver stream) – GEOs delivered and sold in Q3 2024 were lower than those sold in Q3 2023. In Q2 2024, mining rates were impacted by the interface of the open pit and historic underground mining stopes, requiring more stockpiled ore to be processed which reduced grades and recoveries. While production in the quarter increased due to access to higher grade ore and improved runtime in the SAG mills, Lundin Mining has revised its 2024 annual gold production guidance for Candelaria down to between 92,000 and 102,000 gold ounces (from 100,000 to 110,000 gold ounces previously) due to revised gold grades and expected recoveries for the period. Lundin Mining expects to achieve its original copper production guidance for Candelaria for 2024.

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Antapaccay (gold and silver stream) – GEOs delivered and sold were lower in Q3 2024 compared to Q3 2023. Mine scheduling was adjusted in part due to a geotechnical event which occurred in Q2 2024 and temporarily limited pit access. Deliveries improved in Q3 2024, and we expect deliveries to be between 50,000 to 60,000 GEOs as originally guided for 2024.

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●	Antamina (22.5% silver stream) – GEOs delivered and sold were relatively consistent in Q3 2024 compared to Q3 2023. While throughput and copper production increased compared to the prior year period, silver grades were lower, as expected based on the life of mine plan.
●	Tocantinzinho (gold stream) – In September 2024, G Mining Ventures announced its Tocantinzinho mine achieved commercial production. The mine is planned to ramp up production through H2 2024, targeting nameplate throughput by Q1 2025. Tocantinzinho is expected to average annual gold production of 174,700 ounces over a 10.5-year mine life and 196,200 ounces for the first five full years. Franco-Nevada received initial deliveries of 1,108 GEOs in Q3 2024.
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●	Yanacocha (1.8% royalty) – Newmont reported higher leach pad production in Q3 2024 as a result of injection leaching. Newmont’s production guidance for 2024 for the Yanacocha mine was approximately 290,000 ounces and the mine produced 260,000 gold ounces year-to-date as of the end of September 2024. Franco-Nevada recognized 1,156 GEOs in revenue in Q3 2024.
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●	Cascabel (gold stream and 1% royalty) – SolGold continues to report progress on the development of the project, including the receipt in August 2024 of the underground exploration and geotechnical drilling permits.
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●	Salares Norte (1-2% royalties) – Gold Fields reported that following the first gold pour at Salares Norte in March 2024, the plant was temporarily shut down and ramp-up suspended due to severe winter weather conditions. Gold Field’s most recent guidance indicated an estimated gold equivalent production for the mine of between 40,000 and 50,000 ounces for 2024 (220,000 and 240,000 ounces initially).
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Central America & Mexico:

●	Cobre Panama (gold and silver stream) – Production at Cobre Panama has been halted since November 2023 with mining activities currently on preservation and safe management. During the quarter, President Mulino made public statements to the effect that his government intends to address the Cobre Panama mine in early 2025. An integrated audit of Cobre Panama is also expected to be conducted with international experts to establish a factual basis to aid in decision making for the future of the mine. As disclosed in Q2, 2024, Franco-Nevada filed a request for arbitration to the International Centre for Settlement of Investment Disputes on June 27, 2024. While we continue to pursue these legal remedies, we strongly prefer and hope for a resolution with the State of Panama providing the best outcome for the Panamanian people and all parties involved.
●	Guadalupe-Palmarejo (50% gold stream) – GEOs sold from Guadalupe-Palmarejo in Q3 2024 decreased relative to Q3 2023 due to lower grades.
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Cobre Panama (gold and silver stream) – Production at Cobre Panama has been halted since November 2023 with mining activities currently on preservation and safe management. During the quarter, President Mulino made public statements to the effect that his government intends to address the Cobre Panama mine in early 2025. An integrated audit of Cobre Panama is also expected to be conducted with international experts to establish a factual basis to aid in decision making for the future of the mine. As disclosed in Q2, 2024, Franco-Nevada filed a request for arbitration to the International Centre for Settlement of Investment Disputes on June 27, 2024. While we continue to pursue these legal remedies, we strongly prefer and hope for a resolution with the State of Panama providing the best outcome for the Panamanian people and all parties involved.

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Guadalupe-Palmarejo (50% gold stream) – GEOs sold from Guadalupe-Palmarejo in Q3 2024 decreased relative to Q3 2023 due to lower grades.

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U.S.:

●	Stillwater (5% royalty) – GEOs from our Stillwater royalty decreased in Q3 2024 compared to Q3 2023. Sibanye-Stillwater announced in September 2024 a further restructuring of its US PGM operations as a result of current PGM prices. Sibanye-Stillwater is now guiding to production of 265,000 PGM ounces starting in 2025. Production guidance for 2024 remains unchanged and is expected to be between 440,000 to 460,000 PGM ounces.
●	Goldstrike (2-4% royalties & 2.4-6% NPI) – GEOs from our Goldstrike royalties decreased in Q3 2024 compared to Q3 2023 due to less open pit stockpile tons from royalty ground being processed through the Goldstrike processing facilities, resulting in lower payments for our royalties.
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●	South Arturo (4-9% royalty) – GEOs from South Arturo increased in Q3 2024 compared to Q3 2023 as royalty payments from the restart of open pit mining are beginning to be received. South Arturo is part of Nevada Gold Mines’ Carlin operations.
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Canada:

●	Detour Lake (2% royalty) – In June 2024, Agnico Eagle released the results of a technical study reflecting the potential for a concurrent underground operation at Detour Lake that would increase annual production to approximately one million ounces for 14 years starting in 2030. Agnico Eagle expects to commence a two-kilometre exploration ramp in Q1 2025, which will be used collect a bulk sample and to facilitate infill and expansion drilling of the current underground mineral resource.
●	Macassa (Kirkland Lake) (1.5-5.5% royalty & 20% NPI) – GEOs from Macassa were higher in Q3 2024 than in Q3 2023, reflecting productivity gains since the completion of #4 Shaft and the new ventilation infrastructure in 2023.Agnico Eagle is continuing to focus on asset optimization and is working on further improving mill throughput.
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●	Magino (3% royalty) and Island Gold (0.62% royalty) – Alamos completed the acquisition of the Magino mine in July 2024. The transaction is expected to result in substantial synergies through shared infrastructure between the adjacent Magino and Island Gold mines. Alamos has noted potential longer-term upside through a single optimized milling complex at Magino with an expansion to between 15,000 and 20,000 tonnes per day.
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●	Greenstone (3% royalty) – The mine achieved its inaugural gold pour in May 2024. While the operation has experienced some commissioning issues, it continues to progress toward design capacity, ramping up both mining rates and plant throughput. Equinox Gold has revised its 2024 production estimate to between 110,000 and 130,000 gold ounces (from 175,000 to 205,000 gold ounces previously).
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●	Canadian Malartic (1.5% royalty) – Agnico Eagle reported that ramp development, shaft sinking activities and surface construction progressed on schedule in Q3 2024. Exploration drilling continued to return positive results in the eastern and upper extensions of the East Gouldie deposit, demonstrating the potential to add significant mineral resources along extensions of the main East Gouldie deposit.
●	Valentine Gold (3% royalty) – Calibre Mining reported that construction at the project was 81% complete as of the end of September 2024 and remains on track for completion of construction in Q2 2025. Production is expected to average 195,000 gold ounces per year over an initial mine life of 12 years.
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Canadian Malartic (1.5% royalty) – Agnico Eagle reported that ramp development, shaft sinking activities and surface construction progressed on schedule in Q3 2024. Exploration drilling continued to return positive results in the eastern and upper extensions of the East Gouldie deposit, demonstrating the potential to add significant mineral resources along extensions of the main East Gouldie deposit.

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Valentine Gold (3% royalty) – Calibre Mining reported that construction at the project was 81% complete as of the end of September 2024 and remains on track for completion of construction in Q2 2025. Production is expected to average 195,000 gold ounces per year over an initial mine life of 12 years.

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Rest of World:

●	MWS (25% stream) – GEOs delivered and sold from our MWS stream were higher than in Q3 2023 reflecting an increase in tonnes processed and higher recoveries. Subsequent to quarter-end, following the delivery of 1,587 gold ounces in Q4 2024, our MWS stream reached its cumulative cap of 312,500 gold ounces.
●	Subika (Ahafo) (2% royalty) – GEOs from our Subika (Ahafo) royalty were higher than in Q3 2023. Gold production at the mine increased 60% due to higher mill throughput and higher ore grade milled.
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Diversified assets: Our Diversified assets, primarily comprising our Iron Ore and Energy interests, generated $61.2 million in revenue, down 10.9% from $68.7 million in Q3 2023. When converted to GEOs, our Diversified assets contributed 25,733 GEOs, down 27.5% from 35,511 GEOs in Q3 2023, of which 21.9% was due to changes in gold prices used in the conversion of non-gold revenue into GEOs.

Iron Ore:

●	Vale Royalty (iron ore royalty) – Revenue from our Vale royalty increased slightly compared to Q3 2023. Production from the Northern System benefited from strong production at S11D, partly offset by lower estimated iron ore prices and higher shipping cost deductions. Higher production from the Southeastern System was driven by enhanced performance at the Itabira plant and higher output at Brucutu. We expect royalty payments from the Southeastern System to commence approximately mid-2025.
●	LIORC – LIORC declared a cash dividend of C$0.70 per common share in the current period, compared to C$0.95 in Q3 2023. Production from Iron Ore Company of Canada was 11% lower than Q3 2023 due to an 11-day site-wide shutdown following forest fires in mid-July 2024.
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●	Caserones (0.517% effective NSR) – GEOs from our interest in Caserones were lower in Q3 2024 than in Q3 2023 in part due to our lower effective NSR interest in the current period. In January 2024, EMX exercised an option to acquire 0.0531% of our NSR, such that we now own a 0.517% effective NSR, compared to 0.5701% in Q3 2023.
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Energy:

●	U.S. (various royalty rates) – Revenue from our U.S. Energy interests was relatively consistent with Q3 2023. We benefited from an increase in production due to new wells at our Permian interests and new contributions from our new Haynesville interests, which mostly offset the impact of lower realized prices and reduced drilling activity.
●	Canada (various royalty rates) – Revenue from our Canadian Energy interests was lower than in Q3 2023. Higher production at Weyburn was more than offset by lower realized prices.
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Dividend Declaration

Franco-Nevada is pleased to announce that its Board of Directors has declared a quarterly dividend of US$0.36 per share. The dividend will be paid on December 19, 2024, to shareholders of record on December 5, 2024 (the “Record Date”). The dividend has been declared in U.S. dollars and the Canadian dollar equivalent will be determined based on the daily average rate posted by the Bank of Canada on the Record Date. Under Canadian tax legislation, Canadian resident individuals who receive “eligible dividends” are entitled to an enhanced gross-up and dividend tax credit on such dividends.

The Company has a Dividend Reinvestment Plan (the “DRIP”) which allows shareholders of Franco-Nevada to reinvest dividends to purchase additional common shares at the Average Market Price, as defined in the DRIP, subject to a discount from the Average Market Price in the case of treasury acquisitions. The Company will issue additional common shares through treasury at a 1% discount to the Average Market Price. The Company may, from time to time, in its discretion, change or eliminate the discount applicable to treasury acquisitions or direct that such common shares be purchased in market acquisitions at the prevailing market price, any of which would be publicly announced. Participation in the DRIP is optional. The DRIP and enrollment forms are available on the Company’s website at www.franco-nevada.com. Canadian and U.S. registered shareholders may also enroll in the DRIP online through the plan agent’s self-service web portal at www.investorcentre.com/franco-nevada. Canadian and U.S. beneficial shareholders should contact their financial intermediary to arrange enrollment. Non-Canadian and non-U.S. shareholders may potentially participate in the DRIP, subject to the satisfaction of certain conditions. Non-Canadian and non-U.S. shareholders should contact the Company to determine whether they satisfy the necessary conditions to participate in the DRIP. 5

This press release is not an offer to sell or a solicitation of an offer for securities. A registration statement relating to the DRIP has been filed with the U.S. Securities and Exchange Commission and may be obtained under the Company’s profile on the U.S. Securities and Exchange Commission’s website at www.sec.gov.

Shareholder Information

The complete unaudited Condensed Consolidated Interim Financial Statements and Management’s Discussion and Analysis can be found on our website at www.franco-nevada.com, on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov.

We will host a conference call to review our Q3 2024 results. Interested investors are invited to participate as follows:

Conference Call and Webcast:	November 7^th^ 8:00 am ET
Dial-in Numbers:	Toll-Free: 1-888-510-2154<br><br>International: 437-900-0527
Conference Call URL (This allows participants to join the conference call by phone without operator assistance. Participants will receive an automated call back after entering their name and phone number):	https://bit.ly/4exPJFh

Webcast:	www.franco-nevada.com
Replay (available until November 14^th^):	Toll-Free: 1-888-660-6345<br><br>International: 289-819-1450<br><br>Pass code: 19672#

Corporate Summary

Franco-Nevada Corporation is the leading gold-focused royalty and streaming company with the most diversified portfolio of cash-flow producing assets. Its business model provides investors with gold price and exploration optionality while limiting exposure to cost inflation. Franco-Nevada is debt-free and uses its free cash flow to expand its portfolio and pay dividends. It trades under the symbol FNV on both the Toronto and New York stock exchanges.

For more information, please go to our website at www.franco-nevada.com or contact:


Sandip Rana
Chief Financial Officer
(416) 306-6303
[email protected]

Forward-Looking Statements

This press release 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, 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 Panama mine and related arbitration proceedings. In addition, statements relating to mineral resources and mineral reserves, 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; 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 the Company 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; the Company’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 the Company’s exposure as a result thereof, or (ii) the future status and any potential restart of the Cobre Panama 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 Franco-Nevada’s most recent Annual Information Form as well as Franco-Nevada’s most recent Management’s Discussion and Analysis filed with the Canadian securities regulatory authorities on www.sedarplus.com and Franco-Nevada’s most recent Annual Report filed on Form 40-F filed with the SEC on www.sec.gov. The forward-looking statements herein are made as of the date hereof 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.

ENDNOTES:

1	GEOs: Gold equivalent ounces (“GEOs”) include Franco-Nevada’s attributable share of production from our Mining and Energy assets after applicable recovery and payability factors. GEOs are estimated on a gross basis for NSRs and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For NPI royalties, GEOs are calculated taking into account the NPI economics. Silver, platinum, palladium, iron ore, oil, gas and other commodities are converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the relevant gold price. The price used in the computation of GEOs varies depending on the royalty or stream agreement of each particular asset, which may make reference to the market price realized by the operator, or the average price for the month, quarter, or year in which the commodity was produced or sold. For Q3 2024, the average commodity prices were as follows: $2,477/oz gold (Q3 2023 - $1,929), $29.42/oz silver (Q3 2023 - $23.57), $963/oz platinum (Q3 2023 - $931) and $970/oz palladium (Q3 2023 - $1,251), $100/t Fe 62% CFR China (Q3 2023 - $113), $75.09/bbl WTI oil (Q3 2023 - $82.26) and $2.24/mcf Henry Hub natural gas (Q3 2023 - $2.66). For YTD 2024 prices, the average commodity prices were as follows: $2,296/oz gold (YTD 2023 - $1,932), $27.21/oz silver (YTD 2023 - $23.44), $951/oz platinum (YTD 2023 - $985) and $973/oz palladium (YTD 2023 - $1,422), $112/t Fe 62% CFR China (YTD 2023 - $116), $77.54/bbl WTI oil (YTD 2023 - $77.39) and $2.22/mcf Henry Hub natural gas (YTD 2023 - $2.58).
2	NON-GAAP FINANCIAL MEASURES: Adjusted Net Income and Adjusted Net Income per share, Adjusted Net Income Margin, Adjusted EBITDA and Adjusted EBITDA per share, and Adjusted EBITDA Margin are non-GAAP financial measures with no standardized meaning under International Financial Reporting Standards (“IFRS Accounting Standards”) and might not be comparable to similar financial measures disclosed by other issuers. For a quantitative reconciliation of each non-GAAP financial measure to the most directly comparable financial measure under IFRS Accounting Standards, refer to the following tables. Further information relating to these non-GAAP financial measures is incorporated by reference from the “Non-GAAP Financial Measures” section of Franco-Nevada’s MD&A for the three and nine months ended September 30, 2024 dated November 6, 2024 filed with the Canadian securities regulatory authorities on SEDAR+ available at www.sedarplus.com and with the U.S. Securities and Exchange Commission available on EDGAR at www.sec.gov.
---	---
●	Adjusted Net Income and Adjusted Net Income per share are non-GAAP financial measures, which exclude the following from net income and earnings per share (“EPS”): impairment losses and reversal related to royalty, stream and working interests and investments; gains/losses on disposals of royalty, stream and working interests and investments; impairment losses and expected credit losses related to investments, loans receivable and other financial instruments, changes in fair value of investments, loans receivable and other financial instruments, foreign exchange gains/losses and other income/expenses; unusual non-recurring items; and the impact of income taxes on these items.
---	---
●	Adjusted Net Income Margin is a non-GAAP financial measure which is defined by the Company as Adjusted Net Income divided by revenue.
---	---
●	Adjusted EBITDA and Adjusted EBITDA per share are non-GAAP financial measures, which exclude the following from net income and EPS: income tax expense/recovery; finance expenses and finance income; depletion and depreciation; impairment charges and reversals related to royalty, stream and working interests and investments; gains/losses on disposals of royalty, stream and working interests and investments; impairment losses and expected credit losses related to investments, loans receivable and other financial instruments, changes in fair value of investment, loans receivable and other financial instruments, foreign exchange gains/losses and other income/expenses; and unusual non-recurring items.
---	---
●	Adjusted EBITDA Margin is a non-GAAP financial measure which is defined by the Company as Adjusted EBITDA divided by revenue.
---	---

Reconciliation of Non-GAAP Financial Measures:


		For the three months ended								For the nine months ended
		September 30,								September 30,
(expressed in millions, except per share amounts)	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Net income		$	152.7			$	175.1			$	376.7			$	516.1
Gain on disposal of royalty interests			—				—				(0.3)				(3.7)
Foreign exchange loss (gain) and other expenses (income)			1.3				1.8				12.7				(2.1)
Tax effect of adjustments			(0.4)				(1.8)				(2.4)				(0.1)
Other tax related adjustments
Deferred tax expense related to the remeasurement of deferred tax liability due to changes in Barbados tax rate			—				—				49.1				—
Change in unrecognized deductible temporary differences			0.3				—				(1.1)				—
Adjusted Net Income		$	153.9			$	175.1			$	434.7			$	510.2
Basic weighted average shares outstanding			192.3				192.1				192.3				192.0
Adjusted Net Income per share		$	0.80			$	0.91			$	2.26			$	2.66


		For the three months ended								For the nine months ended
		September 30,								September 30,
(expressed in millions, except Adjusted Net Income Margin)	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Adjusted Net Income		$	153.9			$	175.1			$	434.7			$	510.2
Revenue		****	275.7				309.5			****	792.6				915.7
Adjusted Net Income Margin		****	55.8	%			56.6	%		****	54.8	%			55.7	%


		For the three months ended								For the nine months ended						****
		September 30,								September 30,
(expressed in millions, except per share amounts)	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Net income		$	152.7			$	175.1			$	376.7			$	516.1
Income tax expense			42.2				24.9				165.0				79.5
Finance expenses			0.7				0.7				1.9				2.1
Finance income			(14.9)				(15.5)				(47.1)				(36.0)
Depletion and depreciation			54.2				68.1				165.3				204.2
Gain on disposal of royalty interests			—				—				(0.3)				(3.7)
Foreign exchange loss (gain) and other expenses (income)			1.3				1.8				12.7				(2.1)
Adjusted EBITDA		$	236.2			$	255.1			$	674.2			$	760.1
Basic weighted average shares outstanding			192.3				192.1				192.3				192.0
Adjusted EBITDA per share		$	1.23			$	1.33			$	3.51			$	3.96


		For the three months ended								For the nine months ended
		September 30,								September 30,
(expressed in millions, except Adjusted EBITDA Margin)	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Adjusted EBITDA		$	236.2			$	255.1			$	674.2			$	760.1
Revenue		****	275.7				309.5			****	792.6				915.7
Adjusted EBITDA Margin		****	85.7	%			82.4	%		****	85.1	%			83.0	%

FRANCO-NEVADA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in millions of U.S. dollars)


	At September 30,				At December 31,
	2024		****	****	2023
ASSETS
Cash and Cash equivalents	$	1,317.3			$	1,421.9
Receivables	****	133.9				111.0
Gold bullion, prepaid expenses and other current assets	****	99.8				82.4
Current assets	$	1,551.0			$	1,615.3

Royalty, stream and working interests, net	$	4,230.6			$	4,027.1
Investments	****	323.3				254.5
Loans receivable		110.5				24.8
Deferred income tax assets	****	30.7				37.0
Other assets	****	53.5				35.4
Total assets	$	6,299.6			$	5,994.1

LIABILITIES
Accounts payable and accrued liabilities	$	26.2			$	30.9
Current income tax liabilities	****	40.1				8.3
Current liabilities	$	66.3			$	39.2

Deferred income tax liabilities	$	242.0			$	180.1
Other liabilities		4.5				5.7
Total liabilities	$	312.8			$	225.0

SHAREHOLDERS’ EQUITY
Share capital	$	5,762.1			$	5,728.2
Contributed surplus	****	21.9				20.6
Retained earnings	****	380.3				212.3
Accumulated other comprehensive loss	****	(177.5)				(192.0)
Total shareholders’ equity	$	5,986.8			$	5,769.1
Total liabilities and shareholders’ equity	$	6,299.6			$	5,994.1

The unaudited condensed consolidated interim financial statements and accompanying notes can be found in our Q3 2024 Quarterly Report available on our website

FRANCO-NEVADA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in millions of U.S. dollars and shares, except per share amounts)


		For the three months ended								For the nine months ended
		September 30,								September 30,
	****	2024		****	****	2023		****		2024		****	****	2023
Revenue
Revenue from royalty, streams and working interests		$	272.9			$	309.5			$	786.1			$	915.7
Interest revenue			2.8				—				5.9				—
Other interest income			—				—				0.6				—
Total revenue		$	275.7			$	309.5			$	792.6			$	915.7

Costs of sales
Costs of sales		$	31.9			$	48.9		****	$	94.6			$	134.2
Depletion and depreciation			54.2				68.1		****		165.3				204.2
Total costs of sales		$	86.1			$	117.0			$	259.9			$	338.4
Gross profit		$	189.6			$	192.5			$	532.7			$	577.3

Other operating expenses (income)
General and administrative expenses		$	7.8			$	5.0		****	$	21.9			$	17.4
Share-based compensation expenses			2.4				0.7				7.0				6.3
Gain on disposal of royalty interests			—				—		****		(0.3)				(3.7)
Gain on sale of gold bullion			(2.6)				(0.2)		****		(5.1)				(2.3)
Total other operating expenses		$	7.6			$	5.5		****	$	23.5			$	17.7
Operating income		$	182.0			$	187.0		****	$	509.2			$	559.6
Foreign exchange (loss) gain and other (expenses) income		$	(1.3)			$	(1.8)		****	$	(12.7)			$	2.1
Income before finance items and income taxes		$	180.7			$	185.2		****	$	496.5			$	561.7

Finance items
Finance income		$	14.9			$	15.5		****	$	47.1			$	36.0
Finance expenses			(0.7)				(0.7)		****		(1.9)				(2.1)
Net income before income taxes		$	194.9			$	200.0		****	$	541.7			$	595.6

Income tax expense			42.2				24.9		****		165.0				79.5
Net income		$	152.7			$	175.1			$	376.7			$	516.1

Other comprehensive income (loss), net of taxes

Items that may be reclassified subsequently to profit and loss:
Currency translation adjustment		$	24.1			$	(31.7)		****	$	(27.4)			$	(1.8)

Items that will not be reclassified subsequently to profit and loss:
Gain on changes in the fair value of equity investments									****
at fair value through other comprehensive income ("FVTOCI"),
net of income tax			24.3				3.5				41.5				4.5
Other comprehensive income (loss), net of taxes		$	48.4			$	(28.2)		****	$	14.1			$	2.7

Comprehensive income		$	201.1			$	146.9			$	390.8			$	518.8

Earnings per share
Basic		$	0.79			$	0.91			$	1.96			$	2.69
Diluted		$	0.79			$	0.91			$	1.96			$	2.68
Weighted average number of shares outstanding
Basic			192.3				192.1				192.3				192.0
Diluted			192.5				192.4				192.5				192.3

The unaudited condensed consolidated interim financial statements and accompanying notes can be found in our Q3 2024 Quarterly Report available on our website

FRANCO-NEVADA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)


		For the three months ended								For the nine months ended
		September 30,								September 30,
	****	2024		****	****	2023		** **	****	2024		****	****	2023		** **
Cash flows from operating activities
Net income		$	152.7			$	175.1			$	376.7			$	516.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion and depreciation		****	54.2				68.1			****	165.3				204.2
Share-based compensation expenses		****	1.3				1.5			****	4.2				4.7
Gain on disposal of royalty interests		****	—				—			****	(0.3)				(3.7)
Unrealized foreign exchange loss		****	0.1				1.8			****	7.9				(1.7)
Deferred income tax expense		****	7.7				1.5			****	64.0				16.6
Other non-cash items		****	(1.7)				(0.2)			****	(5.7)				(2.2)
Acquisition of gold bullion			(20.0)				(15.9)				(52.4)				(41.1)
Proceeds from sale of gold bullion			12.7				1.9				29.3				20.5
Changes in other assets		****	—				13.9			****	(17.4)				13.9
Operating cash flows before changes in non-cash working capital		$	207.0			$	247.7			$	571.6			$	727.3
Changes in non-cash working capital:
(Increase) decrease in receivables		$	(12.8)			$	9.6			$	(22.7)			$	0.9
Decrease (increase) in prepaid expenses and other		****	8.2				(6.5)			****	10.7				(10.5)
(Decrease) increase in current liabilities		****	11.2				(14.8)			****	26.9				(10.0)
Net cash provided by operating activities		$	213.6			$	236.0			$	586.5			$	707.7

Cash flows used in investing activities
Acquisition of royalty, stream and working interests		$	(238.6)			$	(165.0)			$	(401.7)			$	(435.8)
Advances of loans receivable			(34.7)				—				(118.2)				—
Acquisition of investments			(27.9)				(8.4)				(38.9)				(8.9)
Proceeds from repayment of loan receivable		****	10.0				—			****	28.9				—
Proceeds from sale of investments		****	12.9				0.1			****	14.0				2.0
Proceeds from disposal of royalty interests			—				—			****	11.2				7.0
Acquisition of energy well equipment		****	(0.7)				(0.4)			****	(1.4)				(1.2)
Acquisition of property and equipment			—				—			****	(0.1)				—
Net cash used in investing activities		$	(279.0)			$	(173.7)			$	(506.2)			$	(436.9)

Cash flows used in financing activities
Payment of dividends		$	(61.1)			$	(56.8)			$	(180.3)			$	(173.2)
Proceeds from exercise of stock options		****	—				—			****	2.7				2.9
Revolving credit facility amendment costs		****	—				—			****	(0.8)				—
Net cash used in financing activities		$	(61.1)			$	(56.8)			$	(178.4)			$	(170.3)
Effect of exchange rate changes on cash and cash equivalents		$	4.8			$	(3.5)			$	(6.5)			$	0.1
Net change in cash and cash equivalents		$	(121.7)			$	2.0			$	(104.6)			$	100.6
Cash and cash equivalents at beginning of period		$	1,439.0			$	1,295.1			$	1,421.9			$	1,196.5
Cash and cash equivalents at end of period		$	1,317.3			$	1,297.1			$	1,317.3			$	1,297.1

Supplemental cash flow information:
Income taxes paid		$	14.1			$	16.1			$	56.6			$	67.0
Dividend income received		$	5.1			$	3.1			$	9.3			$	8.7
Cash paid for interest expense and loan standby fees		$	0.5			$	0.6			$	1.5			$	1.8

The unaudited condensed consolidated interim financial statements and accompanying notes can be found in our Q3 2024 Quarterly Report available on our website 12

MANAGEMENT’S DISCUSSION AND ANALYSIS

Exhibit 99.2

Management’s Discussion and Analysis

This Management’s Discussion and Analysis (“MD&A”) of financial position and results of operations of Franco-Nevada Corporation (“Franco-Nevada”, the “Company”, “we” or “our”) has been prepared based upon information available to Franco-Nevada as at November 6, 2024 and should be read in conjunction with Franco-Nevada’s unaudited condensed consolidated interim financial statements and related notes as at and for the three and nine months ended September 30, 2024 and 2023 (the “financial statements”). The financial statements and this MD&A are presented in U.S. dollars and the financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”) applicable to the presentation of condensed interim financial statements, including IAS 34 Interim Financial Reporting.

Readers are cautioned that this MD&A contains forward-looking statements and that actual events may vary from management’s expectations. Readers are encouraged to read the “Cautionary Statement on Forward-Looking Information” at the end of this MD&A and to consult Franco-Nevada’s financial statements for the three and nine months ended September 30, 2024 and 2023 and the corresponding notes to the financial statements which are available on our website at www.franco-nevada.com, on SEDAR+ at www.sedarplus.com and on Form 6-K furnished to the United States Securities and Exchange Commission (“SEC”) on EDGAR at www.sec.gov.

Additional information related to Franco-Nevada, including our Annual Information Form and Form 40-F, are available on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov, respectively. These documents contain descriptions of certain of Franco-Nevada’s producing and advanced royalty and stream assets, as well as a description of risk factors affecting the Company. For additional information, please see our website at www.franco-nevada.com.

Table of Contents


3	Overview
4	Strategy
5	Selected financial information
6	Highlights
11	Guidance
11	Market overview
12	Revenue by asset
13	Review of quarterly financial performance ****
18	Review of year-to-date financial performance ****
22	General and administrative and share-based compensation expenses
22	Other income and expenses
23	Summary of quarterly information
24	Balance sheet review
25	Liquidity and capital resources
31	Critical accounting policies and estimates
31	Outstanding share data
32	Internal control over financial reporting and disclosure controls and procedures
32	Non-GAAP financial measures
36	Cautionary statement on forward-looking information	Abbreviations Used in this Report
---

The following abbreviations may be used throughout this MD&A:


Abbreviated Definitions
Periods under review		Measurement		Interest types
"Q4"	The three-month period ended December 31	"GEO"	Gold equivalent ounces	"NSR"	Net smelter return royalty
"Q3"	The three-month period ended September 30	"PGM"	Platinum group metals	"GR"	Gross royalty
"Q2"	The three-month period ended June 30	"NGL"	Natural gas liquids	"ORR"	Overriding royalty
"Q1"	The three-month period ended March 31	"oz"	Ounce	"GORR"	Gross overriding royalty
"H2"	The six-month period ended December 31	"oz Au"	Ounce of gold	"FH"	Freehold or lessor royalty
"H1"	The six-month period ended June 30	"oz Ag"	Ounce of silver	"NPI"	Net profits interest
		"oz Pt"	Ounce of platinum	"NRI"	Net royalty interest
		"oz Pd"	Ounce of palladium	"WI"	Working interest
Places and currencies		"62% Fe"	62% Fe iron ore fines, dry metric
"U.S."	United States		tonnes CFR China
"$" or "USD"	United States dollars	"LBMA"	London Bullion Market Association
"C$" or "CAD"	Canadian dollars	"bbl"	Barrel
"R$" or "BRL"	Brazilian reais	"mcf"	Thousand cubic feet
"A$" or "AUD"	Australian dollars	"WTI"	West Texas Intermediate

For definitions of the various types of agreements, please refer to our most recent Annual Information Form filed on SEDAR+ at www.sedarplus.com or our Form 40-F filed on EDGAR at www.sec.gov.

Overview

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


Our Portfolio (at November 6, 2024)
	****	Precious Metals	****	Other Mining	Energy	****	TOTAL
Producing		49		13	56		118
Advanced		30		8	—		38
Exploration		161		88	27		276
TOTAL		240		109	83		432

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.


Third Quarter 2024 Management’s Discussion and Analysis	3

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 16 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 and so that we can provide capital to the industry throughout the cycle.

The advantages of this business model are:

●	Exposure to commodity price optionality;
●	A perpetual discovery option over large areas of geologically prospective lands;
---	---
●	No additional capital requirements other than the initial commitment;
---	---
●	Limited exposure to cost inflation;
---	---
●	A free cash-flow business with limited cash calls;
---	---
●	A high-margin business that can generate cash through the entire commodity cycle;
---	---
●	A scalable and diversified business in which a large number of assets can be managed with a small stable overhead; and
---	---
●	Management that focuses on forward-looking growth opportunities rather than operational or development issues.
---	---

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 YTD 2024, 75.5% of our revenue was earned from precious metals and 81.4% was earned from mining assets.

One of the strengths 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 YTD 2024, these interests accounted for 92.3% 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.


Third Quarter 2024 Management’s Discussion and Analysis	4

Selected Financial Information


			For the three months ended							For the nine months ended
(in millions, except Average Gold Price, GEOs sold, Adjusted EBITDA Margin,			September 30,							September 30,
Adjusted Net Income Margin, per GEO amounts and per share amounts)	****	****	2024		****	2023		****	****	2024		****	****	2023

Statistical Measures
Average Gold Price			$	2,477		$	1,929			$	2,296			$	1,932
GEOs sold^(1)^			****	110,110			160,848			****	343,271				474,694

Statement of Comprehensive Income
Revenue			$	275.7		$	309.5			$	792.6			$	915.7
Costs of sales			****	31.9			48.9			****	94.6				134.2
Depletion and depreciation			****	54.2			68.1			****	165.3				204.2
Operating income			****	182.0			187.0			****	509.2				559.6
Net income			****	152.7			175.1			****	376.7				516.1
Basic earnings per share			$	0.79		$	0.91			$	1.96			$	2.69
Diluted earnings per share			$	0.79		$	0.91			$	1.96			$	2.68

Dividends declared per share			$	0.36		$	0.34			$	1.08			$	1.02
Dividends declared (including DRIP)			$	69.3		$	65.3			$	208.3			$	196.2
Weighted average shares outstanding			****	192.3			192.1			****	192.3				192.0

Non-GAAP Measures
Cash Costs^(2)^			$	31.9		$	48.9			$	94.6			$	134.2
Cash Costs^(2)^per GEO sold			$	290		$	304			$	276			$	283
Adjusted EBITDA^(2)^			$	236.2		$	255.1			$	674.2			$	760.1
Adjusted EBITDA^(2)^ per share			$	1.23		$	1.33			$	3.51			$	3.96
Adjusted EBITDA Margin^(2)^			****	85.7	%		82.4	%		****	85.1	%			83.0	%
Adjusted Net Income^(2)^			$	153.9		$	175.1			$	434.7			$	510.2
Adjusted Net Income^(2)^ per share			$	0.80		$	0.91			$	2.26			$	2.66
Adjusted Net Income Margin^(2)^				55.8	%		56.6	%			54.8	%			55.7	%

Statement of Cash Flows
Net cash provided by operating activities			$	213.6		$	236.0			$	586.5			$	707.7
Net cash used in investing activities			$	(279.0)		$	(173.7)			$	(506.2)			$	(436.9)
Net cash used in financing activities			$	(61.1)		$	(56.8)			$	(178.4)			$	(170.3)


			As at				As at
			September 30,				December 31,
(expressed in millions)	****	****	2024		****	****	2023		****
Statement of Financial Position
Cash and cash equivalents			$	1,317.3			$	1,421.9
Total assets			****	6,299.6				5,994.1
Deferred income tax liabilities				242.0				180.1
Total shareholders’ equity				5,986.8				5,769.1
Available capital^(3)^				2,298.4				2,402.6

1	GEOs include Franco-Nevada’s attributable share of production from our Mining and Energy assets, after applicable recovery and payability factors. GEOs are estimated on a gross basis for NSRs and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For NPI royalties, GEOs are calculated taking into account the NPI economics. Silver, platinum, palladium, iron ore, oil, gas and other commodities are converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the relevant gold price. The price used in the computation of GEOs earned from a particular asset varies depending on the royalty or stream agreement, which may make reference to the market price realized by the operator, or the average price for the month, quarter, or year in which the commodity was produced or sold. For illustrative purposes, please refer to the average commodity price tables on pages 13 and 18 of this MD&A for indicative prices which may be used in the calculation of GEOs for the three and nine months ended September 30, 2024 and 2023.
2	Cash Costs, Cash Costs per GEO sold, Adjusted EBITDA, Adjusted EBITDA per share, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income per share and Adjusted Net Income Margin are non-GAAP financial measures with no standardized meaning under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. Refer to the “Non-GAAP Financial Measures” section of this MD&A for more information on each non-GAAP financial measure.
---	---
3	Available capital comprises our cash and cash equivalents and the amount available to borrow under our $1 billion revolving credit facility (the “Corporate Revolver”).
---	---


Third Quarter 2024 Management’s Discussion and Analysis	5

Highlights ****

The comparative periods below include contributions from Cobre Panama, which currently remains in preservation and safe management. Please refer to the “Portfolio Updates” section of this MD&A on page 10 for further updates relating to Cobre Panama.

Financial Update – Q3 2024 compared to Q3 2023

●	$275.7 million in revenue, -10.9%; (+13.8% when excluding the impact of Cobre Panama being on preservation and safe management);
●	110,110 GEOs sold, -31.5% (-12.5% excluding Cobre Panama);
---	---
●	$31.9 million, or $290 per GEO sold, in Cash Costs, compared to $48.9 million, or $304 per GEO sold;
---	---
●	$236.2 million, or $1.23 per share, of Adjusted EBITDA, -7.4% and -7.5%, respectively (+15.7% and +15.6%, respectively, excluding Cobre Panama);
---	---
●	85.7% in Adjusted EBITDA Margin, compared to 82.4%;
---	---
●	$152.7 million, or $0.79 per share, in net income, -12.8% and -13.2%, respectively;
---	---
●	$153.9 million, or $0.80 per share, in Adjusted Net Income, -12.1% and -12.1%, respectively;
---	---
●	55.8% in Adjusted Net Income Margin, compared to 56.6%;
---	---
●	$213.6 million in net cash provided by operating activities, -9.5%;
---	---
●	$1,317.3 million in cash and cash equivalents as at September 30, 2024 (December 31, 2023 – $1,421.9 million);
---	---
●	$2.3 billion in available capital as at September 30, 2024 (December 31, 2023 – $2.4 billion).
---	---

Financial Update –YTD 2024 compared to YTD 2023

●	$792.6 million in revenue, -13.4% (+9.7% excluding Cobre Panama);
●	343,271 GEOs sold, -27.7% (-8.3% excluding Cobre Panama);
---	---
●	$94.6 million, or $276 per GEO sold, in Cash Costs, compared to $134.2 million, or $283 per GEO sold;
---	---
●	$674.2 million, or $3.51 per share, in Adjusted EBITDA, -11.3% and -11.4%, respectively (+11.1% and +11.0%, respectively, excluding Cobre Panama);
---	---
●	85.1% in Adjusted EBITDA Margin, compared to 83.0%;
---	---
●	$376.7 million, or $1.96 per share, in net income, -27.0% and -27.1%, respectively;
---	---
●	$434.7 million, or $2.26 per share, in Adjusted Net Income, -14.8% and -15.0%, respectively. Adjusted Net Income includes an adjustment for the additional income tax expense recognized due to the remeasurement of its January 1, 2024 opening deferred tax liability as a result of the enactment of the Global Minimum Tax initiative in Q2 2024;
---	---
●	54.8% in Adjusted Net Income Margin, compared to 55.7%;
---	---
●	$586.5 million in net cash provided by operating activities, -17.1%.
---	---

Corporate Developments

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

On August 13, 2024, we 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.

The acquisition of the Yanacocha Royalty was effective July 1, 2024. Newmont’s guidance for Yanacocha anticipated production of 290,000 gold ounces for 2024. In Q3 2024 and YTD 2024, Yanacocha produced 93,000 and 262,000 gold ounces, respectively.

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

On July 15, 2024, we acquired, through our wholly-owned subsidiary, Franco-Nevada (Barbados) Corporation (“FNB”), a gold stream (the “Cascabel Stream”) from SolGold plc (“SolGold”) with reference to production from the Cascabel project located in Ecuador. FNB and Osisko Gold Royalties Ltd.’s subsidiary, Osisko Bermuda Limited (“Osisko”), are participating in a stream financing package on a 70%/30% basis. FNB will provide a total of $525 million and Osisko a total of $225 million for a total combined funding of $750 million as follows:

●	$70 million from FNB in pre-construction funding available as three equal sized staged payments. FNB funded an upfront deposit of $23.4 million at closing and will fund two additional staged deposits of $23.3 million each, subject to completion of key development milestones.
●	$455 million available from FNB towards construction. Funding is subject to customary conditions including receipt of all material permits, a construction decision approved by the SolGold board of directors and the remainder of the required project financing being available.
---	---

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


Third Quarter 2024 Management’s Discussion and Analysis	6

●	14.0% of gold produced in concentrate until 525,000 ounces of gold have been delivered.
●	Thereafter, 8.4% of gold produced in concentrate for the remaining life of mine.
---	---

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

Other terms include:

●	In the event of a change of control within five years from closing, FNB has the option to terminate the Cascabel Stream and receive repayment of the deposit that has been advanced by such date plus a return. If not elected, SolGold may purchase 50% of the Cascabel Stream if the change of control occurs within three years from closing and 33.33% of the Cascabel Stream if the change of control occurs in the following two years for a one-time gold payment equal to a 15.0% internal rate of return on the portion of the deposit being bought back that has been advanced by such date, plus a change of control fee.
●	FNB and Osisko have obtained a right of first refusal on any future royalties or streams over the Cascabel concession and the Cascabel Stream applies to any production from other properties owned by SolGold that is processed through the project mill or infrastructure.
---	---
●	The Cascabel Stream has adjustment mechanisms in the event of changes to the scale or timeline of development. SolGold and certain of its subsidiaries will provide FNB and Osisko with corporate guarantees and security over their assets related to the Cascabel project.
---	---
●	FNB has agreed to contribute to environmental and social initiatives carried out by SolGold in the vicinity of the project for $750,000 over a 3-year period on a 70%/30% basis with Osisko.
---	---

G Mining Ventures Corp. Private Placement and Warrants

On July 12, 2024, we completed a private placement of $25 million with G Mining Ventures Corp. (“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 on July 15, 2024). La Mancha Investments S.à r.l. completed a concurrent $25 million private placement resulting in total proceeds to G Mining Ventures of $50 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.

Franco-Nevada also holds share purchase warrants which allow the Company to acquire 2,875,000 common shares of G Mining Ventures at a price of C$7.60 for a total cost of C$21.9 million. Franco-Nevada expects to exercise such warrants prior to the accelerated expiry date of December 4, 2024.

Convertible Debenture with Skeena Resources Ltd.

On June 26, 2024, following the completion of a project financing for Eskay Creek, Skeena Resources Ltd. (“Skeena”) paid $18.9 million (C$25.9 million) to Franco-Nevada as full repayment for the convertible debenture we acquired in December 2023 (the “Skeena Convertible Debenture”). The Skeena Convertible Debenture carried an interest rate of 7% and matured on the earlier of December 19, 2028, or on the completion of a project financing for Eskay Creek approved by Skeena’s board of directors. Interest earned on the Skeena Convertible Debenture was included within other interest income on the statement of income and other comprehensive income.

Term Loan with EMX Royalty Corporation

On August 19, 2024, we advanced, through a wholly-owned subsidiary, $35.0 million (net of a commitment fee equal to 1% of the principal amount) to EMX Royalty Corporation (“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 Term Secured Overnight Financing Rate (“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.

Term Loan with SolGold

On May 13, 2024, we provided a $10.0 million term loan to SolGold (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. Interest earned on the SolGold Term Loan was included within interest revenue on the statement of income and other comprehensive income.


Third Quarter 2024 Management’s Discussion and Analysis	7

Funding of G Mining Ventures Term Loan for the Tocantinzinho Project – Brazil

We advanced, through a wholly-owned subsidiary, $75.0 million to G Mining Ventures pursuant to our term loan agreement in connection with the Tocantinzinho gold project (the “G Mining Ventures Term Loan”). 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.

The G Mining Ventures Term Loan is a 6-year senior secured term loan, which bears interest at a rate of 3-Month SOFR +5.75% per annum, reducing to 3-Month SOFR +4.75% per annum after completion tests have been achieved at the Tocantinzinho project. Interest earned on the G Mining Ventures Term Loan is included within interest revenue on the statement of income and other comprehensive income.

Acquisition of Royalty on Claims in the Stewart Mining Camp and Private Placement with Scottie Resources Corp. – British Columbia, Canada

On April 15, 2024, we 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, Canada, for a purchase price of $5.9 million (C$8.1 million).

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

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

On March 30, 2024, Fortuna Mining Corp. (“Fortuna”) exercised its option to buy-back 0.6% of our initial 1.2% NSR on the Séguéla mine for $6.5 million (A$10 million). Our NSR on the Séguéla mine is now 0.6%.

Amendment of Condestable Gold and Silver Stream – Peru

On March 27, 2024, we amended our 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%.

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

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

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 our effective NSR on the Caserones mine for a price of $4.7 million, such that our effective NSR on Caserones is now 0.517%.

Acquisition of Royalties on Pascua-Lama Project – Chile

On January 3, 2024, we acquired, through a wholly-owned subsidiary, an additional interest in the Chilean portion of Barrick Gold Corporation’s Pascua-Lama project for a purchase price of $6.7 million. Including the interest we acquired in August 2023, at gold prices exceeding $800/ounce, we now hold a 2.941% NSR (gold) and a 0.588% NSR (copper) on the property.

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

On January 2, 2024, we 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. We had funded an initial deposit of $12.5 million in November 2023 when we 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 Mineral Rights with Continental Resources, Inc. – U.S.

Through a wholly-owned subsidiary, we have 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 $1.9 million and $21.1 million for Q3 2024 and YTD 2024, respectively (Q3 2023 and YTD 2023 – $2.5 million and $8.4 million, respectively). As at September 30, 2024, Franco-Nevada’s cumulative investment in the Royalty Acquisition Venture totaled $471.3 million and Franco-Nevada has remaining commitments of up to $48.7 million.

Option to Acquire Royalty with Brazil Potash Corp. – Brazil

Subsequent to quarter-end, on November 1, 2024, we 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 project in Brazil.


Third Quarter 2024 Management’s Discussion and Analysis	8

Credit Facility

In June 2024, we amended our $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.

Dividends

In Q3 2024, we declared a quarterly dividend of $0.36 per share, an increase of 5.9% compared to the dividend of $0.34 per share in Q3 2023. During the quarter, we paid total dividends of $69.3 million, of which $61.1 million was paid in cash and $8.2 million was settled in common shares under our Dividend Reinvestment Plan (the “DRIP”). In YTD 2024, we paid total dividends of $208.3 million, of which $180.3 million was paid in cash and $28.0 million was settled in common shares under our DRIP.

Tax Updates

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 OECD’s 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 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 $30.6 million in the nine months ended September 30, 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 balance deferred tax liability.

All entities within the Franco-Nevada group have an effective tax rate of at least 15% for the nine months ended September 30, 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 nine months ended September 30, 2024.

A summary of the total income tax recognized by Franco-Nevada for the three and nine months ended September 30, 2024 and 2023 is shown below:


		For the three months ended						For the nine months ended						****
		September 30,						September 30,						****
	****	2024		2023		****	****	2024		****	****	2023		****
Income tax expense
Tax expense excluding impact of GMT		$	32.3	$	24.9			$	85.3			$	79.5
Q1 2024 retroactive impact of GMT			—		—				9.9				—
Q2 2024 impact of GMT			—		—				10.8				—
Q3 2024 impact of GMT			9.9		—				9.9				—
Deferred tax expense related to the remeasurement of deferred tax liability due to changes in Barbados tax rate			—		—				49.1				—
Total income tax expense		$	42.2	$	24.9			$	165.0			$	79.5

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 of this MD&A for further details.


Third Quarter 2024 Management’s Discussion and Analysis	9

Portfolio Updates

Additional updates related to our portfolio of assets are available in our News Release issued on November 6, 2024 available on SEDAR+ at www.sedarplus.com and EDGAR at www.sec.gov.

Cobre Panama Updates

Cobre Panama remains on preservation and safe management (“P&SM”) with production halted since November 2023. First Quantum Minerals Ltd. (“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 Panama delivered a draft plan for the first phase of P&SM on January 16, 2024. Following a request for additional information and clarification from MICI, an expanded plan was presented to the government on March 26, 2024 (the “P&SM plan”). On May 13, 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 the 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 to the tailings facility. However, prior to approval of the P&SM plan, there was an election and change of government. The incoming administration reviewed the P&SM plan upon taking office in July 2024 and requested additional information, which was submitted by First Quantum on August 27, 2024, along with a formal presentation to MICI on September 25, 2024. The P&SM plan is still pending government approval, and therefore not all aspects of the P&SM plan have been able to be implemented at Cobre Panama.

The general elections were held in Panama during May 2024, and a new government took office on July 1, 2024, under the leadership of President José Raúl Mulino. During the quarter, President Mulino made public statements to the effect that his government intends to address the Cobre Panama mine in early 2025. The Government of Panama also announced that an integrated audit of Cobre Panama would be conducted with international experts to establish a factual basis to aid in decision making for the future of the mine.

Franco-Nevada Arbitration Proceedings

Franco-Nevada is pursuing legal avenues to protect its investment in Cobre Panama and is of the view that it has rights under international law. 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 billion, subject to further analysis and development.

While we continue to pursue these legal remedies, we strongly prefer and hope for a resolution with the State of Panama providing the best outcome for the Panamanian people and all parties involved.

Restructuring at Stillwater

Operations at Stillwater improved in the first half of 2024 following a repositioning undertaken by Sibanye-Stillwater Limited (“Sibanye-Stillwater”) of its US PGM operations in Q4 2023. However, as a result of a continued decline in PGM prices, Sibanye-Stillwater announced in September 2024 a further restructuring and revised its production guidance for the US PGM operations to 265,000 PGM ounces starting in 2025. Production guidance for 2024 remains unchanged and is expected to be between 440,000 to 460,000 PGM ounces.

First Gold and Commencement of Commercial Production at Tocantinzinho

G Mining Ventures announced that it achieved commercial production in September 2024, after its first gold pour on July 9, 2024. The mine is planned to ramp up production through H2 2024, targeting nameplate throughput by Q1 2025. Tocantinzinho is expected to average annual gold production of 174,700 ounces over a 10.5 year mine life and 196,200 ounces for the first five full years. Franco-Nevada owns a 12.5% gold stream on production from the Tocantinzinho mine and received initial deliveries of 1,808 GEOs in Q3 2024.

First Gold and Production Guidance at Greenstone

The mine achieved its inaugural gold pour in May 2024. While the operation has experienced some commissioning issues, it continues to progress toward design capacity, ramping up both mining rates and plant throughput. Equinox Gold has revised its production estimate for Greenstone to between 110,000 and 130,000 gold ounces for 2024 (from 175,000 to 205,000 gold ounces previously). Franco-Nevada owns a 3% NSR on Greenstone and received its first royalty payment in Q2 2024.

First Gold and Production Guidance at Salares Norte

Gold Fields Limited (“Gold Fields”) announced that production at the Salares Norte mine started with the pouring of its first gold-silver doré on March 28, 2024. However, severe winter weather conditions caused a temporary shut-down of the plant and ramp-up was temporarily suspended. Gold Fields’s most recently published forecast indicated its estimated 2024 gold equivalent production for the mine to be between 40,000 and 50,000 ounces (from 220,000 and 240,000 ounces initially). Franco-Nevada owns a 2% NSR on Salares Norte (subject to a 1% buy-back) and received its first royalty payment in Q2 2024.


Third Quarter 2024 Management’s Discussion and Analysis	10

Approval of Antamina Modified Environmental Impact Assessment

Teck Resources Limited announced that Antamina’s Modification of Environmental Impact Assessment (“MEIA”) was approved on February 14, 2024. The MEIA allows the extension of the Antamina mine life from 2028 to 2036.

G uidance

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 at the end of this MD&A and the “Risk Factors” section of our most recent Annual Information Form filed with the Canadian securities regulatory authorities on www.sedarplus.com and our most recent Form 40-F filed with the SEC on www.sec.gov . The 2024 guidance 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 thereo f.

We present our guidance in reference to GEO sales. For streams, our projected GEOs reflect GEOs we acquire from the operators of our assets and subsequently sell. Our GEO sales may differ from operators’ production based on timing of deliveries and are presented net of recovery and payability factors.


	****	****	2024 Original Guidance^1^	****	****	2024 Revised Guidance^2^	****
Total GEOs			480,000 to 540,000			445,000 to 465,000
Precious Metal GEO sales			360,000 to 400,000			340,000 to 360,000
1	For our 2024 Original Guidance, we assumed the following prices: $1,950/oz Au, $22.50/oz Ag, $850/oz Pt, $900/oz Pd, $115/tonne Fe 62% CFR China, $75/bbl WTI oil and $2.50/mcf Henry Hub natural gas.
---	---
2	For our 2024 Revised Guidance, we assumed the following prices for the remainder of the year: $2,600/oz Au, $31.00/oz Ag, $950/oz Pt, $1,000/oz Pd, $100/tonne Fe 62% CFR China, $70/bbl WTI oil and $2.50/mcf Henry Hub natural gas.
---	---
3	We expect our streams to contribute between 227,500 and 242,500 of our GEO sales for 2024. For YTD 2024, we sold 172,526 GEOs from our streams.
---	---
4	Total GEO sales guidance does not assume any additional acquisitions completed during the year and does not reflect any incremental revenue from additional contributions we may make to the Royalty Acquisition Venture with Continental as part of our remaining commitment of $48.7 million.
---	---

Depletion: We estimate depletion and depreciation expense in 2024 to be between $220.0 million and $230.0 million. In YTD 2024, depletion expense was $165.3 million.

Market Overview

The prices of gold and other precious metals are the largest factors in determining profitability and cash flow from operations for Franco-Nevada. The price of gold can be volatile and is affected by macroeconomic and industry factors that are beyond our control. Major influences on the gold price include interest rates, fiscal and monetary stimulus, inflation expectations, currency exchange rate fluctuations including the relative strength of the U.S. dollar and supply and demand for gold.

Commodity price volatility also impacts the number of GEOs when reflecting non-gold commodities as GEOs. Silver, platinum, palladium, iron ore, other mining commodities and oil and gas are reflected as GEOs by dividing associated revenue, which includes settlement adjustments, by the relevant gold price. The price used in the computation of GEOs earned from a particular asset varies depending on the royalty or stream agreement, which may refer to the market price realized by the operator, or the average price for the month, quarter, or year in which the commodity was produced or sold.

Gold prices reached record highs year-to-date, reflecting strong safe haven demand due to increasing global geopolitical concerns, an impending U.S election, and the U.S. Federal Reserve’s interest rate cut. Oil prices remained relatively consistent year-to-date due to global oil inventory draws and ongoing geopolitical risks. Natural gas prices, while still depressed due to slower global growth, recovered slightly from their lows earlier in the year. Refer to the commodity price tables on pages 13 and 18 of this MD&A for further details.


Third Quarter 2024 Management’s Discussion and Analysis	11

Revenue by Asset

Our portfolio is well-diversified with GEOs and revenue being earned from numerous assets in various jurisdictions. The following table details revenue from our royalty, stream and working interests for the three and nine months ended September 30, 2024 and 2023:


			For the three months ended				For the nine months ended
(expressed in millions)		Interest and %	September 30,				September 30,
Property	****	(Gold unless otherwise indicated)	2024		2023		2024		2023
PRECIOUS METALS
South America
Candelaria		Stream 68% Gold & Silver	$	32.5	$	33.0	$	100.6	$	98.6
Antapaccay		Stream (indexed) Gold & Silver		31.2		27.9		92.4		85.8
Antamina		Stream 22.5% Silver	****	15.2		11.7	****	41.2		37.7
Condestable		Stream Gold & Silver, Fixed through 2025		7.9		5.9		22.0		17.5
Tocantinzinho		Stream 12.5% Gold		2.9		—		2.9		—
Yanacocha		NSR 1.8%		2.9		—		2.9		—
Other				2.2		0.9		5.5		4.0
Central America & Mexico
Guadalupe-Palmarejo		Stream 50%	$	22.0	$	20.3	$	62.9	$	50.7
United States
Stillwater		NSR 5% PGM	$	4.3	$	7.1	$	15.6	$	19.8
Goldstrike		NSR 2-4%, NPI 2.4-6%		3.6		3.8		14.2		9.4
Bald Mountain		NSR/GR 0.875-5%	****	3.3		3.7	****	11.7		8.6
Marigold		NSR 1.75-5%, GR 0.5-4%	****	2.0		1.8	****	4.0		9.2
Gold Quarry		NSR 7.29%	****	0.3		0.6	****	1.1		3.0
Other			****	3.8		1.4	****	8.6		4.6
Canada
Detour Lake		NSR 2%	$	9.3	$	6.3	$	22.9	$	18.8
Sudbury		Stream 50% PGM & Gold		2.2		3.7		8.7		14.2
Hemlo		NSR 3%, NPI 50%	****	3.1		4.6	****	12.2		15.9
Brucejack		NSR 1.2%		2.6		1.6		4.6		4.8
Kirkland Lake (Macassa)		NSR 1.5-5.5%, NPI 20%	****	2.4		1.3	****	6.8		4.6
Greenstone		NSR 3%		3.3		—		4.2		—
Magino		NSR 3%		1.2		0.4		3.7		0.4
Other			****	1.8		2.0	****	8.2		9.7
Rest of World
MWS		Stream 25%	$	18.8	$	12.6	$	51.6	$	33.8
Tasiast		NSR 2%	****	7.9		6.4	****	21.8		18.2
Subika (Ahafo)		NSR 2%	****	10.4		5.2	****	27.0		14.7
Sabodala		Stream 6%, Fixed to 105,750 oz	****	5.9		4.5	****	16.3		13.6
Duketon		NSR 2%	****	3.0		3.0	****	8.2		9.0
Other			****	5.7		3.8	****	16.8		12.1
			$	211.7	$	173.5	$	598.6	$	518.7
DIVERSIFIED
Vale		Various Royalty Rates	$	8.8	$	8.3	$	28.4	$	26.1
LIORC		GORR 0.7% Iron Ore, IOC Equity 1.5%^(1)^		3.3		4.5		10.5		9.9
Other mining assets			****	2.7		3.2	****	7.4		10.3
United States (Energy)
Marcellus		GORR 1%	$	6.7	$	6.5	$	19.6	$	21.1
Haynesville		Various Royalty Rates		3.8		5.5		15.2		20.1
SCOOP/STACK		Various Royalty Rates		7.0		8.0		23.0		24.7
Permian Basin		Various Royalty Rates		11.8		10.6		30.8		36.0
Other			****	—		0.1	****	0.2		0.3
Canada (Energy)
Weyburn		NRI 11.71%, ORR 0.44%, WI 2.56%	$	11.2	$	15.0	$	34.6	$	38.2
Orion		GORR 4%		3.7		4.9		10.9		10.3
Other			****	2.2		2.1	****	6.8		6.5
			$	61.2	$	68.7	$	187.4	$	203.5
Royalty, stream and working interests (excluding Cobre Panama)			$	272.9	$	242.2	$	786.0	$	722.2
Interest revenue and other interest income			$	2.8	$	—	$	6.5	$	—
Total revenue (excluding Cobre Panama)			$	275.7	$	242.2	$	792.5	$	722.2
Cobre Panama^(2)^			$	—	$	67.3	$	0.1	$	193.5
Total revenue			$	275.7	$	309.5	$	792.6	$	915.7

1	Includes interest attributable to Franco-Nevada’s 9.9% equity ownership of Labrador Iron Ore Royalty Corporation.
2	Revenue from Cobre Panama in 2024 relates to the finalization of sales from 2023 vessels.
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Third Quarter 2024 Management’s Discussion and Analysis	12

Review of Quarterly Financial Performance

The prices of precious metals, iron ore, and oil and gas and production from our assets are the largest factors in determining our profitability and cash flow from operations. The following table summarizes average commodity prices and average exchange rates during the periods presented.



Quarterly average prices and rates	****		****	****	Q3 2024		****	****	Q3 2023		****	Variance
Gold^(1)^		($/oz)			$	2,477			$	1,929		28.4	%
Silver^(1)^		($/oz)			****	29.42				23.57		24.8	%
Platinum^(1)^		($/oz)			****	963				931		3.4	%
Palladium^(1)^		($/oz)			****	970				1,251		(22.5)	%
Iron Ore Fines 62% Fe CFR China		($/tonne)				100				113		(11.5)	%

Edmonton Light		(C$/bbl)			****	98.26				106.98		(8.2)	%
West Texas Intermediate		($/bbl)				75.09				82.26		(8.7)	%
Henry Hub		($/mcf)				2.24				2.66		(15.8)	%

CAD/USD exchange rate^(2)^					****	0.7333				0.7457		(1.7)	%
1	Based on LBMA PM Fix for gold, platinum and palladium. Based on LBMA Fix for silver.
---	---
2	Based on Bank of Canada daily rates.
---	---

Revenue and GEOs

Revenue and GEO sales by commodity, geographical location and type of interest for the three months ended September 30, 2024 and 2023 were as follows:


			Gold Equivalent Ounces^(1)^								Revenue(in millions)									****
For the three months ended September 30,	****	****	2024	****	****	2023	****	Variance	****	****	2024		****	****	2023		****	Variance		****
Commodity
Gold (excluding Cobre Panama)			71,100			72,939		(1,839)			$	177.6			$	140.4		$	37.2
Silver (excluding Cobre Panama)			11,111			12,261		(1,150)			****	28.5				23.4			5.1
PGM			2,166			5,170		(3,004)			****	5.6				9.7			(4.1)
Precious Metals			84,377			90,370		(5,993)			$	211.7			$	173.5		$	38.2
Iron ore			5,528			6,619		(1,091)			$	12.1			$	12.8		$	(0.7)
Other mining assets			1,068			1,677		(609)				2.7				3.2			(0.5)
Oil			14,366			20,926		(6,560)				32.5				38.2			(5.7)
Gas			2,576			4,098		(1,522)				8.4				9.9			(1.5)
NGL			2,195			2,191		4				5.5				4.6			0.9
Diversified			25,733			35,511		(9,778)			$	61.2			$	68.7		$	(7.5)
Royalty, stream and working interests (excluding Cobre Panama)			110,110			125,881		(15,771)			$	272.9			$	242.2		$	30.7
Interest revenue and other interest income			—			—		—			$	2.8			$	—		$	2.8
Revenue and GEOs (excluding Cobre Panama)			110,110			125,881		(15,771)			$	275.7			$	242.2		$	33.5
Cobre Panama			—			34,967		(34,967)			$	—			$	67.3		$	(67.3)
Total revenue and GEOs			110,110			160,848		(50,738)			$	275.7			$	309.5		$	(33.8)

Geography
South America			42,404			46,278		(3,874)			$	105.5			$	88.9		$	16.6
Central America & Mexico (excluding Cobre Panama)			** 8,860**			10,763		(1,903)				22.4				20.6			1.8
United States			19,363			25,548		(6,185)				46.9				49.3			(2.4)
Canada^(2)^			18,653			24,144		(5,491)			****	49.1				46.4			2.7
Rest of World			20,830			19,148		1,682			****	51.8				37.0			14.8
Revenue and GEOs (excluding Cobre Panama)			110,110			125,881		(15,771)			$	275.7			$	242.2		$	33.5
Cobre Panama			—			34,967		(34,967)			$	—			$	67.3		$	(67.3)
Total revenue and GEOs			110,110			160,848		(50,738)			$	275.7			$	309.5		$	(33.8)

Type
Revenue-based royalties			46,787			47,645		(858)			$	113.1			$	91.7		$	21.4
Streams (excluding Cobre Panama)			54,805			62,308		(7,503)			****	138.6				119.5			19.1
Profit-based royalties			4,575			8,400		(3,825)			****	11.4				16.3			(4.9)
Other^(2)^			3,943			7,528		(3,585)			****	12.6				14.7			(2.1)
Revenue and GEOs (excluding Cobre Panama)			110,110			125,881		(15,771)			$	275.7			$	242.2		$	33.5
Cobre Panama			—			34,967		(34,967)			$	—			$	67.3		$	(67.3)
Total revenue and GEOs			110,110			160,848		(50,738)			$	275.7			$	309.5		$	(33.8)
1	Refer to Note 1 at the bottom of page 5 of this MD&A for the methodology for calculating GEOs and, for illustrative purposes, to the average commodity price table above for indicative prices which may be used in the calculations of GEOs.
---	---
2	Includes interest attributable to Franco-Nevada’s 9.9% equity ownership of Labrador Iron Ore Royalty Corporation.
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Third Quarter 2024 Management’s Discussion and Analysis	13

We recognized $275.7 million in revenue in Q3 2024, down 10.9% from Q3 2023 (up 13.8% excluding Cobre Panama). The comparative period includes contributions from the Cobre Panama mine, which remained on P&SM in Q3 2024. Revenue in the current period benefited from record gold prices, offset by lower contributions from Candelaria, Antapaccay, and our Energy assets. Revenue also includes interest revenue of $2.8 million related to our loans receivable.

In Q3 2024, we earned 76.8% of our revenue from Precious Metals, compared to 77.8% in Q3 2023. Geographically, 81.2% of our revenue was derived from the Americas in Q3 2024, compared to 88.1% in Q3 2023.

We sold 110,110 GEOs in Q3 2024, down 31.5% compared to 160,848 GEOs in Q3 2023 (12.5% excluding Cobre Panama). The decrease in GEOs is largely due to Cobre Panama remaining on P&SM during the quarter. We also received fewer GEOs from Candelaria, and the conversion of revenue from our non-gold assets into GEOs was impacted by the outperformance of gold prices relative to other commodities during the quarter. A comparison of our sources of GEOs in Q3 2024 to Q3 2023 is shown below:


Third Quarter 2024 Management’s Discussion and Analysis	14

Precious Metals

Our Precious Metal assets contributed 84,377 GEOs in Q3 2024, down 32.7% compared to 125,337 GEOs in Q3 2023 (6.6% excluding Cobre Panama). The decrease is primarily due to the following:

●	Cobre Panama – With the mine remaining on P&SM in Q3 2024, no deliveries were received during the quarter. Comparatively, we sold 34,967 GEOs in Q3 2023.
●	Candelaria – We sold 13,041 GEOs from our Candelaria stream in Q3 2024, compared to 17,174 in Q3 2023. In Q2 2024, mining rates were impacted by the interface of the open pit and historic underground mining stopes, requiring more stockpiled ore to be processed which reduced grades and recoveries. While copper and gold production increased in the quarter due to access to higher grade ore and improved runtime in the SAG mills, Lundin Mining has revised its 2024 annual gold production guidance for Candelaria down to between 92,000 and 102,000 gold ounces (from 100,000 to 110,000 gold ounces previously) due to revised gold grades and expected recoveries for the period. Lundin Mining expects to achieve its original copper guidance for Candelaria for 2024.
---	---
●	Antapaccay – We sold 12,341 GEOs from our Antapaccay stream in Q3 2024, compared to 14,387 GEOs in Q3 2023. Mine scheduling was adjusted in part due to a geotechnical event which occurred in Q2 2024 and temporarily limited pit access. Deliveries improved in Q3, and we expect deliveries to be between 50,000 to 60,000 GEOs as originally guided for 2024.
---	---

The above decreases were partly offset by the following:

●	Subika (Ahafo) – We sold 4,180 GEOs in Q3 2024 compared to 2,699 GEOs in Q3 2023. Gold production at the mine increased 60% due higher mill throughput and higher ore grade milled.
●	Greenstone – We sold 1,313 GEOs in Q3 2024 from our Greenstone, where production commenced in May 2024. While experiencing some commissioning issues, the mine continues to progress toward design capacity, ramping up both mining rates and plant throughput.
---	---
●	Yanacocha – We recognized 1,156 GEOs during the quarter from our Yanacocha Royalty, which we acquired in August 2024. Newmont reported higher leach pad production in Q3 2024 as a result of injection leaching. Newmont’s production guidance for 2024 for the Yanacocha mine was approximately 290,000 ounces. The mine produced 260,000 gold ounces in YTD 2024.
---	---
●	Tocantinzinho – Tocantinzinho delivered 1,108 GEOs in initial deliveries. Production at the Tocantinzinho mine commenced in July 2024 and reached commercial production in September 2024. The mine is expected to ramp up production and is targeting nameplate throughput by Q1 2025.
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Diversified

Our Diversified assets, primarily comprising our Iron Ore and Energy interests, generated $61.2 million in revenue, down from $68.7 million in Q3 2023. Our Iron Ore assets generated $12.1 million in Q3 2024, compared to $12.8 million in Q3 2023. Our Energy interests contributed $46.4 million in revenue in Q3 2024, compared to $52.7 million in Q3 2023. When converted to GEOs, Diversified assets contributed 25,733 GEOs, down 27.5%, of which 21.9% is due to changes in gold prices used in the conversion of non-gold revenue to GEOs.

Other Mining

●

Vale Royalty – We recorded $8.8 million in revenue from our Vale Royalty in Q3 2024 compared to $8.3 million in Q3 2023. Production from the Northern System benefited from strong production at S11D, partly offset by lower estimated iron ore prices and higher shipping cost deductions.

●

LIORC – Labrador Iron Ore Royalty Corporation (“LIORC”) contributed $3.3 million in revenue in Q3 2024, compared to $4.5 million in Q3 2023. LIORC declared a cash dividend of C$0.70 per common share in the current period, compared to C$0.95 in Q3 2023. Iron Ore Company of Canada (“IOC”) production was 11% lower than Q3 2023 due to an 11-day site-wide shutdown following forest fires in mid-July 2024.

---

Energy

●	U.S. – Revenue from our U.S. Energy interests decreased slightly to $29.3 million in Q3 2024, compared to $30.7 million in Q3 2023. We benefited from an increase in production due to new wells at our Permian interests and new contributions from additional Haynesville interests, which mostly offset the impact of lower realized prices and reduced drilling activity.
●	Canada – Revenue from our Canadian Energy interests decreased to $17.1 million from $22.0 million in the prior year quarter. Higher production at Weyburn was more than offset by lower realized prices.
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Third Quarter 2024 Management’s Discussion and Analysis	15

Costs of Sales

The following table provides a breakdown of costs of sales, excluding depletion and depreciation, incurred in the periods presented:


			For the three months ended September 30,
(expressed in millions)	****	****	2024		****	****	2023		Variance		****
Costs of stream sales			$	26.9			$	45.4	$	(18.5)
Mineral production taxes			****	0.6				0.5		0.1
Mining costs of sales			$	27.5			$	45.9	$	(18.4)
Energy costs of sales			****	4.4				3.0		1.4
			$	31.9			$	48.9	$	(17.0)

Costs of sales related to our streams were lower compared to Q3 2023, primarily reflecting the decrease in GEOs sold from Cobre Panama and Candelaria. Costs of sales for certain of our streams also vary based on gold prices. Costs of sales related to our Energy assets include royalties payable and production taxes which vary based on revenue, and property taxes which may be reassessed from time to time. Costs of sales incurred in Q3 2024 compared to Q3 2023 are shown below:


Third Quarter 2024 Management’s Discussion and Analysis	16

Depletion and Depreciation

Depletion and depreciation expense totaled $54.2 million in Q3 2024, compared to $68.1 million in Q3 2023. Depletion expense incurred in Q3 2024 compared to Q3 2023 is shown below:

Income Taxes

Income tax expense was $42.2 million in Q3 2024, compared to $24.9 million in Q3 2023. The increase in income tax expense was due to tax measures enacted earlier in the year in relation to the OECD’s GMT initiative, as detailed in the “Tax Updates” section on page 9 of this MD&A.

Net Income and Adjusted Net Income

Net income for Q3 2024 was $152.7 million, or $0.79 per share, compared to $175.1 million, or $0.91 per share, in Q3 2023. The decrease is primarily attributable to lower revenue due to the suspension of operations at Cobre Panama and to the impact of tax measures enacted in relation to the GMT, discussed above.

Adjusted Net Income for the period was $153.9 million, or $0.80 per share, compared to $175.1 million, or $0.91 per share, in Q3 2023. Please refer to the “Non-GAAP Financial Measures” section of this MD&A for further details on the computation of Adjusted Net Income.


Third Quarter 2024 Management’s Discussion and Analysis	17

Review of Year-to-Date Financial Performance

The following table summarizes average commodity prices and average exchange rates during the periods presented.



Average prices and rates	****		****	****	YTD 2024		****	****	YTD 2023		****	Variance
Gold^(1)^		($/oz)			$	2,296			$	1,932		18.8	%
Silver^(1)^		($/oz)			****	27.21				23.44		16.1	%
Platinum^(1)^		($/oz)			****	951				985		(3.5)	%
Palladium^(1)^		($/oz)			****	973				1,422		(31.6)	%
Iron Ore Fines 62% Fe CFR China		($/tonne)				112				116		(3.4)	%

Edmonton Light		(C$/bbl)				99.89				100.50		(0.6)	%
West Texas Intermediate		($/bbl)				77.54				77.39		0.2	%
Henry Hub		($/mcf)				2.22				2.58		(14.0)	%

CAD/USD exchange rate^(2)^					****	0.7352				0.7434		(1.1)	%
1	Based on LBMA PM Fix for gold, platinum and palladium. Based on LBMA Fix for silver.
---	---
2	Based on Bank of Canada daily rates.
---	---

Revenue and GEOs

Revenue and GEO sales by commodity, geographical location and type of interest for the nine months ended September 30, 2024 and 2023 were as follows:


			Gold Equivalent Ounces^(1)^								Revenue(in millions)									****
For the nine months ended September 30,	****	****	2024	****	****	2023	****	Variance	****	****	2024		****	****	2023		****	Variance		****
Commodity
Gold (excluding Cobre Panama)			215,635			215,146		489			$	495.3			$	415.8		$	79.5
Silver (excluding Cobre Panama)			34,796			37,231		(2,435)			****	81.5				71.9			9.6
PGM			9,284			15,951		(6,667)			****	21.8				31.0			(9.2)
Precious Metals			259,715			268,328		(8,613)			$	598.6			$	518.7		$	79.9
Iron ore			17,984			18,801		(817)			$	38.9			$	36.0		$	2.9
Other mining assets			3,223			5,435		(2,212)				7.4				10.3			(2.9)
Oil			44,713			54,847		(10,134)				94.6				102.2			(7.6)
Gas			11,450			19,800		(8,350)				31.5				41.0			(9.5)
NGL			6,156			7,203		(1,047)				15.0				14.0			1.0
Diversified			83,526			106,086		(22,560)			$	187.4			$	203.5		$	(16.1)
Royalty, stream and working interests (excluding Cobre Panama)			343,241			374,414		(31,173)			$	786.0			$	722.2		$	63.8
Interest revenue and other interest income			—			—		—			$	6.5			$	—		$	6.5
Revenue and GEOs (excluding Cobre Panama)			343,241			374,414		(31,173)			$	792.5			$	722.2		$	70.3
Cobre Panama			30			100,280		(100,250)			$	0.1			$	193.5		$	(193.4)
Total revenue and GEOs			343,271			474,694		(131,423)			$	792.6			$	915.7		$	(123.1)

Geography
South America			130,868			141,901		(11,033)			$	299.9			$	274.1		$	25.8
Central America & Mexico (excluding Cobre Panama)			** 27,861**			26,856		1,005				63.9				51.6			12.3
United States			64,191			82,134		(17,943)				144.9				157.4			(12.5)
Canada^(2)^			57,997			68,764		(10,767)			****	140.6				133.3			7.3
Rest of World			62,324			54,759		7,565			****	143.2				105.8			37.4
Revenue and GEOs (excluding Cobre Panama)			343,241			374,414		(31,173)			$	792.5			$	722.2		$	70.3
Cobre Panama			30			100,280		(100,250)			$	0.1			$	193.5		$	(193.4)
Total revenue and GEOs			343,271			474,694		(131,423)			$	792.6			$	915.7		$	(123.1)

Type
Revenue-based royalties			138,222			147,569		(9,347)			$	312.8			$	283.0		$	29.8
Streams (excluding Cobre Panama)			172,496			181,960		(9,464)			****	398.5				351.8			46.7
Profit-based royalties			18,997			25,195		(6,198)			****	43.2				48.8			(5.6)
Other^(2)^			13,526			19,690		(6,164)			****	38.0				38.6			(0.6)
Revenue and GEOs (excluding Cobre Panama)			343,241			374,414		(31,173)			$	792.5			$	722.2		$	70.3
Cobre Panama			30			100,280		(100,250)			$	0.1			$	193.5		$	(193.4)
Total revenue and GEOs			343,271			474,694		(131,423)			$	792.6			$	915.7		$	(123.1)
1	Refer to Note 1 at the bottom of page 5 of this MD&A for the methodology for calculating GEOs and, for illustrative purposes, to the average commodity price table above for indicative prices which may be used in the calculations of GEOs.
---	---
2	Includes interest attributable to Franco-Nevada’s 9.9% equity ownership of Labrador Iron Ore Royalty Corporation.
---	---


Third Quarter 2024 Management’s Discussion and Analysis	18

We recognized $792.6 million in revenue in YTD 2024, down 13.4% from YTD 2023 (up 9.7% excluding Cobre Panama). The comparative period includes contributions from the Cobre Panama mine, which remained on P&SM in the current period. Revenue in the current period reflects the impact of current record gold prices, which more than offset lower realized revenue from our Energy assets. Revenue also includes interest revenue and other interest income of $6.5 million related to our loans receivable.

We earned 75.5% of our YTD 2024 revenue from Precious Metal assets, compared to 77.8% in YTD 2023. Geographically, we remain heavily invested in the Americas, with 81.9% of revenue in YTD 2024, compared to 88.5% in YTD 2023.

We sold 343,271 GEOs in YTD 2024, down 27.7% from YTD 2023 (down 8.3 % excluding Cobre Panama). The decrease in GEOs is primarily due to Cobre Panama remaining on P&SM and lower contributions from our Energy assets. In addition, the conversion of revenue from our non-gold assets into GEOs was impacted by the outperformance of gold prices relative to other commodities during the period. A comparison of our sources of GEOs in YTD 2024 to YTD 2023 is shown below:


Third Quarter 2024 Management’s Discussion and Analysis	19

Precious Metals

Our Precious Metal assets contributed 259,745 GEOs in YTD 2024, down 29.5% from 368,608 GEOs in YTD 2023 (3.2% excluding Cobre Panama). The decrease in GEOs from Precious Metal assets compared to the prior year was primarily due to the following:

●	Cobre Panama – With the mine remaining on P&SM throughout the period, we received nominal deliveries from Cobre Panama during the period, which related to the finalization of sales related to 2023 vessels. Comparatively, we sold 100,280 GEOs in YTD 2023.
●	Candelaria – We sold 43,702 GEOs from our Candelaria stream in YTD 2024, compared to 50,938 GEOs in YTD 2023. In Q2 2024, mining rates were impacted by the interface of the open pit and historic underground mining stopes, requiring more stockpiled ore to be processed which reduced grades and recoveries. While production in the quarter increased due to access to higher grade ore and improved runtime in the SAG mills, gold production for YTD 2024 is lower than initially anticipated.
---	---
●	Sudbury – We sold 3,466 GEOs from our Sudbury PGM stream in YTD 2024, compared to 7,217 in YTD 2023, reflecting an anticipated decrease in production based on the latest mine plan as well as the impact of a lower conversion ratio due to the underperformance of PGM prices relative to gold.
---	---
●	Antapaccay – We sold 40,807 GEOs from our Antapaccay stream in Q3 2024, compared to 44,125 GEOs in Q3 2023. A geotechnical event occurred in Q2 2024 which temporarily limited pit access. Subsequently, mine scheduling was adjusted and production improved in Q3 2024. While deliveries to Franco-Nevada may vary from production levels due to the timing of shipments, we expect to remain within our initial expectations for 2024 of 50,000 to 60,000 GEOs for the year.
---	---

The above decreases were partly offset by the following factors:

●	MWS – We sold 22,412 GEOs in YTD 2024, compared to 17,523 GEOs in YTD 2023, reflecting increased production and recoveries at the tailings retreatment operation. Subsequent to quarter-end, following the delivery of 1,587 gold ounces in Q4 2024, our MWS stream reached its cumulative cap of 312,500 gold ounces.
●	Subika (Ahafo) – We sold 11,813 GEOs in YTD 2024, compared to 7,593 GEOs in YTD 2023, reflecting higher mill throughput and higher ore grade milled.
---	---

Diversified

Our Diversified assets, primarily comprising our Iron Ore and Energy interests, generated $187.4 million in revenue in YTD 2024, compared to $203.5 million in YTD 2023. Our Iron Ore assets generated $38.9 million in YTD 2024, a slight increase compared to $36.0 million in YTD 2023. Our Energy interests contributed $141.1 million in revenue in YTD 2024, compared to $157.2 million in YTD 2023. When converted to GEOs, Diversified assets contributed 83,526 GEOs in YTD 2024, down 21.3% compared to YTD 2023, of which 16.5% is due to changes in gold prices used in the conversion of non-gold revenue into GEOs.

Other Mining

●	Vale Royalty – Revenue from Vale was $28.4 million in YTD 2024 compared to $26.1 million in YTD 2023, reflecting higher than anticipated iron ore sales in H2 2023 for which payment was received in the 2024 period. Vale reported that the Northern System benefited from record production at S11D and higher shipments reflecting enhanced operational stability.
●	LIORC – LIORC contributed $10.5 million in revenue in YTD 2024 compared to $9.9 million in YTD 2023. While IOC production improved in the first half of the year compared to the prior year period, wildfires in Northern Quebec impacted operations in Q3 2024.
---	---
●	Caserones – Revenue from our effective NSR on the Caserones mine was $4.0 million in YTD 2024 compared to $4.4 million in YTD 2023. During the current period, EMX acquired 0.0531% of our effective NSR interest on Caserones pursuant to an option agreement.
---	---

Energy

●

U.S. – Revenue from our U.S. Energy interests decreased to $88.8 million in YTD 2024, compared to $102.2 million in YTD 2023 primarily due to lower gas prices and reduced drilling activity, partly offset by new contributions from additional Haynesville interests. In addition, revenue in YTD 2023 period included catch-up royalty payments of $7.0 million related to production from prior periods in the Permian Basin.

●

Canada – Revenue from our Canadian Energy interests decreased to $52.3 million in YTD 2024, compared to $55.0 million in YTD 2023. The increase in royalty payments from our Orion asset was more than offset by a decrease in realized prices at Weyburn.

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Third Quarter 2024 Management’s Discussion and Analysis	20

Costs of Sales

The following table provides a breakdown of costs of sales, excluding depletion and depreciation, incurred in the periods presented:


			For the nine months ended September 30,
(expressed in millions)	****	****	2024		****	****	2023		Variance		****
Costs of stream sales			$	82.9			$	123.6	$	(40.7)
Mineral production taxes			****	1.8				1.5		0.3
Mining costs of sales			$	84.7			$	125.1	$	(40.4)
Energy costs of sales			****	9.9				9.1		0.8
			$	94.6			$	134.2	$	(39.6)

Costs of sales related to our streams in YTD 2024 decreased relative to YTD 2023, in proportion with the decrease in GEOs received from our stream assets. Costs of sales for certain of our streams also vary based on gold prices. Costs of sales related to our Energy assets include royalties payable and production taxes which vary based on revenue, and property taxes which may be reassessed from time to time. Costs of sales incurred in YTD 2024 compared to YTD 2023 are shown below:

Depletion and Depreciation

Depletion and depreciation expense totaled $165.3 million in YTD 2024 compared to $204.2 million in YTD 2023, reflecting the decrease in GEOs sold in the current period. Depletion expense incurred in YTD 2024 compared to YTD 2023 is shown below:


Third Quarter 2024 Management’s Discussion and Analysis	21

Income Taxes

Income tax expense was $165.0 million in YTD 2024, compared to $79.5 million in YTD 2023. The increase in income tax expense was due to tax measures enacted during the period in relation to the OECD’s GMT initiative, as detailed in the “Tax Updates” section on page 9 of this MD&A.

Net Income and Adjusted Net Income

Net income in YTD 2024 was $376.7 million, or $1.96 per share, compared to net income of $516.1 million, or $2.69 per share in YTD 2023. The decrease is primarily attributable to lower revenue as a result of the suspension of operations at Cobre Panama and the impact of tax measures enacted in relation to the GMT, discussed above.

Adjusted Net Income was $434.7 million, or $2.26 per share, compared to $510.2 million, or $2.66 per share, in YTD 2023. For purposes of computing Adjusted Net Income, amounts which are not related to the current period resulting from the enactment of GMT measures were adjusted so users may understand what net income would have been had it only included income tax expense related to income earned in the current period. Please refer to the “Non-GAAP Financial Measures” section of this MD&A for further details on the computation of Adjusted Net Income.

General and Administrative and Share-Based Compensation Expense****s

The following table provides a breakdown of general and administrative (“G&A”) expenses and share-based compensation (“SBC”) expenses incurred for the periods presented:


			For the three months ended September 30,											For the nine months ended September 30,
(expressed in millions)	****	****	2024		****	****	2023		****	Variance		****	****	2024		****	****	2023		****	Variance		****
Salaries and benefits			$	2.3			$	2.4		$	(0.1)			$	7.3			$	7.7		$	(0.4)
Professional fees			****	1.5				0.9			0.6			****	5.2				4.0			1.2
Cobre Panama arbitration expenses				1.9				—			1.9				4.2				—			4.2
Community contributions				0.6				0.4			0.2				1.0				0.5			0.5
Board of Directors' costs				0.1				0.1			—				0.3				0.4			(0.1)
Office, insurance and other expenses			****	1.4				1.2			0.2			****	3.9				4.8			(0.9)
General and administrative expenses			$	7.8			$	5.0		$	2.8			$	21.9			$	17.4		$	4.5
Share-based compensation expenses			****	2.4				0.7			1.7			****	7.0				6.3			0.7
			$	10.2			$	5.7		$	4.5			$	28.9			$	23.7		$	5.2

G&A and SBC expenses represented 3.6% of revenue in YTD 2024, up from 2.6% in YTD 2023. The increase was primarily due to expenses we incurred in relation to the arbitration proceedings for Cobre Panama. G&A expenses also include business development expenses, which vary based on the level of business development related activities in the period and the timing of the closing of transactions, and our contributions to various initiatives that benefit communities where we operate, or own assets. SBC expenses include expenses related to equity-settled stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”), as well as the mark-to-market gain or loss related to the DSUs.

Other Income and Expenses

Foreign Exchange and Other Income/Expenses

The following table provides a list of foreign exchange and other income/expenses incurred for the periods presented:


			For the three months ended September 30,									For the nine months ended September 30,								****
(expressed in millions)	****	****	2024		****	****	2023		Variance		****	2024		****	****	2023		Variance
Foreign exchange (loss) gain			$	(0.2)			$	(1.8)	$	1.6		$	(8.6)			$	2.1	$	(10.7)
Changes in fair value of financial instruments			****	(1.0)				0.1		(1.1)			(4.0)				—		(4.0)
Other expense			****	(0.1)				(0.1)		—		****	(0.1)				—		(0.1)
			$	(1.3)			$	(1.8)	$	0.5		$	(12.7)			$	2.1	$	(14.8)

In YTD 2024, foreign exchange losses of $8.6 million largely related to the unrealized foreign exchange loss on our cash balances received from our Vale Royalty and held in Brazilian reais. Under IFRS Accounting Standards, all foreign exchange gains or losses related to monetary assets and liabilities held in a currency other than the functional currency are recorded in net income as opposed to other comprehensive income. The parent company’s functional currency is the Canadian dollar, while the functional currency of certain subsidiaries is the U.S. dollar.

Changes in fair value of financial instruments comprise the mark-to-market gains or losses of warrants and other derivative instruments we hold. In addition, on June 26, 2024, we received full repayment of the Skeena Convertible Debenture and recognized a loss on the fair value of the debenture, which had a convertible feature, upon derecognition of the loan receivable.


Third Quarter 2024 Management’s Discussion and Analysis	22

Finance Income and Finance Expenses

The following table provides a breakdown of finance income and expenses incurred for the periods presented:


			For the three months ended September 30,										For the nine months ended September 30,
(expressed in millions)	****	****	2024		****	****	2023		Variance		****	****	2024		****	****	2023		Variance
Finance income
Interest			$	14.9			$	15.5	$	(0.6)			$	47.1			$	36.0	$	11.1
			$	14.9			$	15.5	$	(0.6)			$	47.1			$	36.0	$	11.1
Finance expenses
Standby charges			$	0.5			$	0.5	$	—			$	1.5			$	1.7	$	(0.2)
Amortization of debt issue costs			****	0.2				0.2		—			****	0.4				0.4		—
			$	0.7			$	0.7	$	—			$	1.9			$	2.1	$	(0.2)

Finance income is earned on our cash and cash equivalents. The increase in finance income in YTD 2024 is due to the increase in our cash and cash equivalents and the increase in yields compared to the prior year period.

Finance expenses consist of standby charges, which represent the costs of maintaining our Corporate Revolver based on the unutilized portion of our credit facility and the amortization of costs incurred with respect to the initial set-up or subsequent amendments of our Corporate Revolver. In YTD 2024 and YTD 2023, we did not incur interest expense as we did not borrow any amounts under our Corporate Revolver during the periods presented.

Summary of Quarterly Information

Selected quarterly financial and statistical information for the most recent eight quarters^(1)^ is set out below:


(in millions, except Average Gold Price, Adjusted EBITDA Margin, Adjusted Net Income Margin, GEOs, per GEO amounts and	****		Q3	****	****		Q2	****	****		Q1	****	****		Q4	****	****		Q3	****	****		Q2	****	****		Q1	****	****		Q4
per share amounts)			2024				2024				2024				2023				2023				2023				2023				2022
Revenue		$	275.7			$	260.1			$	256.8			$	303.3			$	309.5			$	329.9			$	276.3			$	320.4
Costs and expenses^(2)^		****	93.7				91.1				98.6				1,290.9				122.5				129.4				104.2				131.5
Operating income (loss)		****	182.0				169.0				158.2				(987.6)				187.0				200.5				172.1				188.9
Other income		****	12.9				5.8				13.8				27.8				13.0				11.0				12.0				6.1
Income tax expense		****	42.2				95.3				27.5				22.7				24.9				27.0				27.6				30.0
Net income (loss)		****	152.7				79.5				144.5				(982.5)				175.1				184.5				156.5				165.0
Basic earnings (loss) per share		$	0.79			$	0.41			$	0.75			$	(5.11)			$	0.91			$	0.96			$	0.82			$	0.86
Diluted earnings (loss) per share		$	0.79			$	0.41			$	0.75			$	(5.11)			$	0.91			$	0.96			$	0.81			$	0.86
Net cash provided by operating activities		$	213.6			$	194.4			$	178.6			$	283.5			$	236.0			$	261.9			$	209.8			$	279.3
Net cash used in investing activities			(279.0)				(36.7)				(190.5)				(104.2)				(173.7)				(160.6)				(102.6)				(98.2)
Net cash used in financing activities			(61.1)				(59.2)				(58.1)				(59.8)				(56.8)				(56.9)				(56.6)				(43.7)
Average Gold Price^(3)^		$	2,477			$	2,338			$	2,072			$	1,976			$	1,929			$	1,978			$	1,889			$	1,729
GEOs sold^(4)^		****	110,110				110,264				122,897				152,351				160,848				168,515				145,331				183,886
Cash Costs^(5)^		$	31.9			$	29.1			$	33.6			$	45.1			$	48.9			$	47.1			$	38.2			$	45.8
Cash Costs^(5)^ per GEO sold		$	290			$	264			$	273			$	296			$	304			$	280			$	263			$	249
Adjusted EBITDA^(5)^		$	236.2			$	221.9			$	216.1			$	254.6			$	255.1			$	275.6			$	229.4			$	262.4
Adjusted EBITDA^(5)^ per share		$	1.23			$	1.15			$	1.12			$	1.33			$	1.33			$	1.44			$	1.20			$	1.37
Adjusted EBITDA Margin^(5)^		****	85.7	%			85.3	%			84.2	%			83.9	%			82.4	%			83.5	%			83.0	%			81.9	%
Adjusted Net Income^(5)(6)^		$	153.9			$	144.9			$	136.1			$	172.9			$	175.1			$	182.9			$	152.2			$	164.9
Adjusted Net Income^(5)(6)^ per share		$	0.80			$	0.75			$	0.71			$	0.90			$	0.91			$	0.95			$	0.79			$	0.86
Adjusted Net Income Margin^(5)(6)^		****	55.8	%			55.7	%			53.0	%			57.0	%			56.6	%			55.4	%			55.1	%			51.5	%
1	Sum of the quarters may not add up to yearly total due to rounding.
---	---
2	Includes impairment losses on royalty, stream and working interests of $1,173.3 million in Q4 2023.
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3	Based on LBMA Gold Price PM Fix.
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4	GEOs include Franco-Nevada’s attributable share of production from our Mining and Energy assets, after applicable recovery and payability factors. GEOs are estimated on a gross basis for NSR and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For NPI royalties, GEOs are calculated taking into account the NPI economics. Silver, platinum, palladium, iron ore, oil, gas and other commodities are converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the relevant gold price. The price used in the computation of GEOs earned from a particular asset varies depending on the royalty or stream agreement, which may make reference to the market price realized by the operator, or the average price for the month, quarter, or year in which the commodity was produced or sold. For illustrative purposes, please refer to the average commodity price tables on pages 13 and 18 of this MD&A for indicative prices which may be used in the calculation of GEOs for the three and nine months ended September 30, 2024 and 2023.
---	---
5	Cash Costs, Cash Costs per GEO sold, Adjusted EBITDA, Adjusted EBITDA per share, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income per share and Adjusted Net Income Margin are non-GAAP financial measures with no standardized meaning under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. Refer to the “Non-GAAP Financial Measures” section of this MD&A for more information on each non-GAAP financial measure.
---	---
6	Adjusted Net Income, Adjusted Net Income per share, and Adjusted Net Income Margin for Q1 2024 were recalculated to include $9.9 million in income tax expense which was recognized in Q2 2024 but related to the retroactive application of tax measures enacted in relation to the OECD’s GMT initiative pertaining to income earned in Q1 2024.
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Third Quarter 2024 Management’s Discussion and Analysis	23

Balance Sheet Review

Summary Balance Sheet and Key Financial Metrics


		At September 30,				At December 31,
(expressed in millions, except debt-to-equity ratio)	****	2024		****	2023
Cash and cash equivalents		$	1,317.3		$	1,421.9

Current assets		****	1,551.0			1,615.3
Non-current assets		****	4,748.6			4,378.8
Total assets		$	6,299.6		$	5,994.1

Current liabilities		$	66.3		$	39.2
Non-current liabilities		****	246.5			185.8
Total liabilities		$	312.8		$	225.0

Total shareholders’ equity		$	5,986.8		$	5,769.1

Total common shares outstanding		****	192.5			192.2
Capital management measures
Available capital		$	2,298.4		$	2,402.6
Debt-to-equity		****	—			—

Assets

Total assets were $6,299.6 million as at September 30, 2024 compared to $5,994.1 million as at December 31, 2023. Our non-current asset base is primarily comprised of royalty, stream and working interests, loans receivable and investments, while our current assets are primarily comprised of cash and cash equivalents and receivables. The increase in assets compared to December 31, 2023 primarily reflects the acquisitions of the Yanacocha Royalty of $210.0 million, Haynesville royalties of $112.5 million paid in Q1 2024, and the initial funding under our Cascabel stream of $23.4 million. We also advanced $118.2 million under our loan agreements.

Liabilities

Total liabilities as at September 30, 2024 increased compared to December 31, 2023, largely due to an increase in current and deferred income tax liabilities as a result of tax measures enacted during the year in relation to the GMT, as further detailed in the “Tax Updates” section on page 9 of this MD&A.

Shareholders’ Equity

Shareholders’ equity increased compared to December 31, 2023 as a result of earning net income of $376.7 million in YTD 2024 and an increase in the fair value of our equity investments which are recorded at fair value through other comprehensive income. These were offset by dividends of $208.3 million of which $28.0 million was settled through the issuance of common shares pursuant to the DRIP and other comprehensive loss, net of tax, of $27.4 million due to currency translation adjustments.


Third Quarter 2024 Management’s Discussion and Analysis	24

Liquidity and Capital Resources

Cash flow for the three and nine months ended September 30, 2024 and 2023 was as follows:


		For the three months ended						For the nine months ended						****
		September 30,						September 30,
(expressed in millions)	****	2024		****	2023		****	2024		****	****	2023		****
Net cash provided by operating activities		$	213.6		$	236.0		$	586.5			$	707.7
Net cash used in investing activities		****	(279.0)			(173.7)		****	(506.2)				(436.9)
Net cash used in financing activities		****	(61.1)			(56.8)		****	(178.4)				(170.3)
Effect of exchange rate changes on cash and cash equivalents			4.8			(3.5)			(6.5)				0.1
Net change in cash and cash equivalents		$	(121.7)		$	2.0		$	(104.6)			$	100.6

Operating Cash Flow

Net cash provided by operating activities was $213.6 million in Q3 2024 (Q3 2023 – $236.0 million). For YTD 2024, net cash provided by operating activities was $586.5 million (YTD 2023 – $707.7 million). Operating cash flow in the 2024 periods was lower than in the same period in 2023 primarily due to a decrease in revenue. This was partly offset by an increase in proceeds from the sale of gold bullion which we receive as settlement for certain of our royalties, and a reduction in our non-cash working capital. In Q2 2024, we also posted an additional cash deposit in the amount of $18.2 million (C$24.5 million) in connection with the CRA audit.

Investing Activities

Net cash used in investing activities of $279.0 million in Q3 2024 primarily related to the acquisition of the Yanacocha Royalty of $210.0 million, the initial funding of $23.4 million in relation to our Cascabel stream, and the advance of the EMX loan of $34.7 million.

For YTD 2024, investing activities included the above-noted transactions for Q3 2024, as well as the payment of $112.5 million upon closing of our second portfolio of royalties in Haynesville, the net advance of $73.5 million under our G Mining Ventures Term Loan agreement, and the payment of an additional up-front deposit of $10.0 million to amend our Condestable stream. We also advanced $10.0 million to SolGold in Q2 2024, which was subsequently repaid in full. These cash outflows were offset by proceeds received from the repayment of the Skeena Convertible Debentures of $18.9 million, the exercise of a buy-back option by Fortuna in connection with our Séguéla NSR for $6.5 million, and proceeds related to the exercise of an option by EMX in connection with our interest in Caserones of $4.7 million.

Financing Activities

For Q3 2024 and YTD 2024, net cash used in financing activities was $61.1 million and $178.4 million, respectively (Q3 2023 and YTD 2023 – $56.8 million and $170.3 million, respectively) which primarily related to the payment of dividends.


Third Quarter 2024 Management’s Discussion and Analysis	25

Capital Resources

Our cash and cash equivalents totaled $1,317.3 million as at September 30, 2024 (December 31, 2023 – $1,421.9 million). In addition, we held investments of $323.3 million (December 31, 2023 – investments of $254.5 million). Of the total investments held, $306.2 million was held in publicly-traded equity instruments (December 31, 2023 – $241.8 million). Of the $306.2 million held in publicly-traded equity instruments, $150.8 million relates to our holdings of LIORC (December 31, 2023 – $152.7 million) which we consider being equivalent to a long-term strategic investment.

As at the date of this MD&A, we have one unsecured revolving credit facility available of $1.0 billion, with an accordion of $250.0 million. In June 2024, we amended the Corporate Revolver agreement 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 referenced in Note 10 of our unaudited condensed consolidated interim financial statements for the nine months ended September 30, 2024. As at September 30, 2024, while we have no amounts outstanding against the Corporate Revolver, we have three standby letters of credit in the amount of $18.9 million (C$25.5 million) in relation to the audit by the CRA, as referenced in the “Contingencies” section of this MD&A. These standby letters of credit reduce the available balance under the Corporate Revolver. As at November 6, 2024, we have a total of $981.1 million available under the Corporate Revolver.

Management’s objectives when managing capital are:

(a)	when capital is not being used for long-term investments, ensure its preservation and availability by investing in low-risk investments with high liquidity; and
(b)	to ensure that adequate levels of capital are maintained to meet Franco-Nevada’s operating requirements and other current liabilities.
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As at September 30, 2024, our cash and cash equivalents are held in cash and term deposits with several financial institutions. Certain investments with maturities upon acquisition of 3 months, or 92 days or less, were classified as term deposits within cash and cash equivalents on the statement of financial position.

Our performance is impacted by foreign currency fluctuations of the Canadian dollar and Australian dollar relative to the U.S. dollar. The largest exposure is with respect to the Canadian/U.S. dollar exchange rates as we hold a significant amount of our assets in Canada and report our results in U.S. dollars. The effect of volatility in these currencies against the U.S. dollar impacts our general and administrative expenses and the depletion of our royalty, stream and working interests incurred in our Canadian and Australian entities due to their respective functional currencies. During Q3 2024, the Canadian dollar traded in a range of $0.7216 to $0.7429, ending at $0.7408, and the Australian dollar traded between $0.6477 and $0.6824, ending at $0.6924.

Our near-term cash requirements include funding obligations related to our Cascabel stream and the Royalty Acquisition Venture with Continental, commitments for contingent payments under various royalty purchase agreements, various costs under our environmental and social initiatives, corporate administration costs, certain costs of operations, payment of dividends and income taxes directly related to the recognition of royalty, stream and working interest revenues. As a royalty and stream company, we are subject to limited requirements for capital expenditures beyond our initial commitments at the time of entering into our agreements. The acquisition of additional royalties, streams or other investments are entirely discretionary and will be consummated through the use of cash, as available, or through the issuance of common shares or other equity or debt securities, or the use of our Corporate Revolver. We believe that our current cash resources, available credit facility, and future cash flows will be sufficient to cover the costs of our commitments, operating and administrative expenses, and dividend payments for the foreseeable future.


Third Quarter 2024 Management’s Discussion and Analysis	26

Purchase Commitments

The following table summarizes Franco-Nevada’s commitments to pay for gold, silver and PGM pursuant to the associated precious metal agreements as at September 30, 2024:


		Attributable payable																		****
		production to be purchased						Per ounce cash payment^(1),(2)^									Term of		Date of	****
Interest	****	Gold	****	Silver	****	PGM	****	Gold		****	Silver			PGM		****	agreement^(3)^	****	contract	****
Antamina		—	%	22.5	% ^(4)^	—	%		n/a			5	% ^(5)^		n/a		40 years		7-Oct-15
Antapaccay		—	% ^(6)^	—	% ^(7)^	—	%		20	% ^(8)^		20	% ^(9)^		n/a		40 years		10-Feb-16
Candelaria		68	% ^(10)^	68	% ^(10)^	—	%	$	400		$	4.00			n/a		40 years		6-Oct-14
Cascabel		14	% ^(11)^	—	%	—	%		20	%		n/a			n/a		40 years		15-Jul-24
Cobre Panama Fixed Payment Stream		—	% ^(12)^	—	% ^(13)^	—	%	$	418	^(14)^	$	6.27	^(15)^		n/a		40 years		19-Jan-18
Cobre Panama Floating Payment Stream		—	% ^(16)^	—	% ^(17)^	—	%		20	% ^(18)^		20	% ^(19)^		n/a		40 years		19-Jan-18
Condestable		—	% ^(20)^	—	% ^(21)^	—	%		20	% ^(22)^		20	% ^(23)^		n/a		40 years		27-Mar-24
Guadalupe-Palmarejo		50	%	—	%	—	%	$	800			n/a			n/a		40 years		2-Oct-14
Karma		4.875	%	—	%	—	%		20	%^(24)^		n/a			n/a		40 years		11-Aug-14
Sabodala		—	% ^(25)^	—	%	—	%		20	% ^(26)^		n/a			n/a		40 years		25-Sep-20
MWS		25	%	—	%	—	%	$	400			n/a			n/a		40 years	^(27)^	2-Mar-12
Sudbury ^(28)^		50	%	—	%	50	%	$	400			n/a		$	400		40 years		15-Jul-08
Tocantinzinho		12.5	% ^(29)^	—	%	—	%		20	% ^(30)^		n/a			n/a		40 years		18-Jul-22
Cooke 4		7.0	%	—	%	—	%	$	400			n/a			n/a		40 years		5-Nov-09

1	Subject to an annual inflationary adjustment except for Antamina, Antapaccay, Guadalupe-Palmarejo, Karma, Sabodala and Tocantinzinho.
2	Should the prevailing market price for gold be lower than this amount, the per ounce cash payment will be reduced to the prevailing market price.
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3	Subject to successive extensions.
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4	Subject to a fixed payability of 90%. Percentage decreases to 15% after 86 million ounces of silver has been delivered under the agreement.
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5	Purchase price is 5% of the average silver price at the time of delivery.
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6	Gold deliveries are referenced to copper in concentrate shipped with 300 ounces of gold delivered for each 1,000 tonnes of copper in concentrate shipped, until 630,000 ounces of gold has been delivered. Thereafter, percentage is 30% of gold shipped.
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7	Silver deliveries are referenced to copper in concentrate shipped with 4,700 ounces of silver delivered for each 1,000 tonnes of copper in concentrate shipped, until 10.0 million ounces of silver has been delivered. Thereafter, percentage is 30% of silver shipped.
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8	Purchase price is 20% of the spot price of gold until 750,000 ounces of gold have been delivered, thereafter the purchase price is 30% of the spot price of gold.
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9	Purchase price is 20% of the spot price of silver until 12.8 million ounces of silver have been delivered, thereafter the purchase price is 30% of the spot price of silver.
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10	Percentage decreases to 40% after 720,000 ounces of gold and 12.0 million ounces of silver have been delivered under the agreement.
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11	Percentage decreases to 8.4% after 525,000 ounces of gold have been delivered under the agreement.
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12	Gold deliveries are indexed to copper in concentrate produced from the project. 120 ounces of gold per every 1 million pounds of copper produced until 808,000 ounces of gold delivered. Thereafter, 81 ounces of gold per 1 million pounds of copper produced until 1,716,188 ounces of gold delivered. Thereafter, 63.4% of the gold in concentrate.
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13	Silver deliveries are indexed to copper in concentrate produced from the project. 1,376 ounces of silver per every 1 million pounds of copper produced until 9,842,000 ounces of silver delivered. Thereafter 1,776 ounces of silver per 1 million pounds of copper produced until 29,731,000 ounces of silver delivered. Thereafter, 62.1% of the silver in concentrate.
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14	After 1,341,000 ounces of gold delivered, purchase price is the greater of 50% of spot and $418.27 per ounce, subject to an annual inflationary adjustment. As the mill throughput for 30 consecutive days commensurate with annual capacity of 58 million tonnes per annum was not reached by January 1, 2019, Franco-Nevada received a reduction of the applicable fixed gold price of $100 per ounce until the end of Q2 2023.
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15	After 21,510,000 ounces of silver delivered, purchase price is the greater of 50% of spot and $6.27 per ounce, subject to an annual inflationary adjustment.
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16	Gold deliveries are indexed to copper in concentrate produced from the project. 30 ounces of gold per every 1 million pounds of copper produced until 202,000 ounces of gold delivered. Thereafter 20.25 ounces of gold per 1 million pounds of copper produced until 429,047 ounces of gold delivered. Thereafter, 15.85% of the gold in concentrate.
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17	Silver deliveries are indexed to copper in concentrate produced from the project. 344 ounces of silver per every 1 million pounds of copper produced until 2,460,500 ounces of silver delivered. Thereafter, 444 ounces of silver per 1 million pounds of copper produced until 7,432,750 ounces of silver delivered. Thereafter 15.53% of the silver in concentrate.
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18	After 604,000 ounces of gold delivered, purchase price is 50% of the spot price of gold. As the mill throughput for 30 consecutive days commensurate with annual capacity of 58 million tonnes per annum was not reached by January 1, 2019, Franco-Nevada received a reduction of the applicable floating gold price of $100 per ounce until the end of Q2 2023.
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19	After 9,618,000 ounces of silver delivered, purchase price is 50% of the spot price of silver.
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20	Gold deliveries are fixed at 8,760 ounces per annum from January 1, 2021 to December 31, 2025. Thereafter, 63% of the gold in concentrate until a cumulative total of 87,600 ounces of gold delivered. Thereafter, 37.5% of the gold in concentrate.
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21	Silver deliveries are fixed at 291,000 ounces per annum from January 1, 2021 to December 31, 2025. Thereafter, 63% of the silver in concentrate until a cumulative total of 2,910,000 ounces of silver delivered. Thereafter, 37.5% of the silver in concentrate.
---	---
22	Purchase price is 20% of the spot price of gold at the time of delivery.
---	---
23	Purchase price is 20% of the spot price of silver at the time of delivery.
---	---
24	Purchase price is 20% of the average gold price at the time of delivery.
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25	Based on amended agreement with an effective date of September 1, 2020, gold deliveries are fixed at 783.33 ounces per month until 105,750 ounces of gold is delivered. Thereafter, percentage is 6% of gold production (subject to reconciliation after fixed delivery period to determine if Franco-Nevada would have received more or less than 105,750 ounces of gold under the original 6% variable stream for such period, entitling the operator to a credit for an over-delivery applied against future stream deliveries or a one-time additional delivery to Franco-Nevada for an under-delivery).
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26	Purchase price is 20% of prevailing market price at the time of delivery.
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27	Agreement is capped at 312,500 ounces of gold.
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28	Franco-Nevada is committed to purchase 50% of the precious metals contained in ore from the properties. Payment is based on gold equivalent ounces. For McCreedy West, effective June 1, 2021, purchase price per gold equivalent ounce is determined based on the monthly average gold spot price: (i) when the gold spot price is less than $800 per ounce, the purchase price is the prevailing monthly average gold spot price; (ii) when the gold spot price is greater than $800 per ounce but less than $1,333 per ounce, the purchase price is $800 per ounce; (iii) when the gold spot price is greater than $1,333 per ounce but less than $2,000 per ounce, the purchase price is 60% of the prevailing monthly average gold spot price; and (iv) when the gold spot price is greater than $2,000, the purchase price is $1,200 per ounce.
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29	Percentage decreased to 7.5% after 300,000 ounces of gold have been delivered under the agreement.
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30	Purchase price is 20% of the spot price of gold at the time of delivery.
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Third Quarter 2024 Management’s Discussion and Analysis	27

Investments in Royalties and Stream Interests

As at September 30, 2024, we have the following investment commitments with respect to our royalty and stream interests:


Asset	Commitment	Obligating Event	****
Cascabel stream	$501.6 million	Without limitation, completion of key development milestones, receipt of all material permits, a construction decision approved by the board of directors of SolGold plc, and availability of the remainder of the required project financing
Royalty Acquisition Venture with Continental Resources, Inc.	$48.7 million	Acquisition of mineral rights acquired through the Royalty Acquisition Venture with Continental Resources, triggering funding requirements by the Company
Yanacocha royalty	118,534 Franco-Nevada common shares (equivalent to $15.0 million at closing)	Achievement of commercial production and receipt of royalty payments from the Conga project for a full year within 20 years of the August 13, 2024 purchase agreement
Copper World royalty	$12.5 million	50% of commitment payable upon the project having all necessary permits and approvals and being free of legal challenges. 50% of commitment payable upon Franco-Nevada receiving royalty payments from the operator. Proportionate reduction of such contingent payments for a smaller-scale mine having anticipated life of mine production of copper contained in concentrate between 550,000 short tons and 1,703,000 short tons
Salares Norte (Rio Baker) royalty	$8.0 million	Receipt of Rio Baker royalty payments (excluding proceeds from the exercise by Gold Fields Limited of a partial buy back option on the royalty) in excess of $15 million
Royalty with EMX Royalty Corporation	$5.5 million	Sourcing by EMX of newly created precious metals and copper royalties meeting specified criteria within three years of the June 27, 2023 joint acquisition agreement
Eskay Creek royalty	C$4.5 million	Skeena Resources having obtained mineral and surface rights to the materials contained in the Albino Lake storage facility, and such materials containing at least 300,000 ounces of contained gold that are contemplated to be mined in a mine plan approved by the board of Skeena Resources

The commitments in the above table are expected to be primarily funded from cash flows from operating activities over the next few years. We also have commitments related to environmental and social initiatives in connection with our acquisition of royalty and stream interests.

Contingencies

(a)	Cobre Panama

Cobre Panama has been on P&SM with production halted since November 2023.

On March 8, 2023, First Quantum and its subsidiary, Minera Panama S.A., and the Government of Panama 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 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.

Franco-Nevada is pursuing legal avenues to protect its investment in Cobre Panama and is of the view that it has rights under international law. On November 23, 2023, we notified MICI of our intent to initiate arbitration to enforce our rights under international law (“Notice of Intent”) pursuant to the Canada-Panama Free Trade Agreement (the “FTA”). On February 22, 2024, we filed an updated Notice of Intent (the “Updated Notice of Intent”) reiterating our intent to commence arbitration under the FTA. On June 27, 2024, the Company filed a request for arbitration to the International Centre for Settlement of Investment Disputes, specifying that the Company presently and preliminarily estimates its damages to be at least $5 billion, subject to further analysis and development.

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

(b)	Canada Revenue Agency Audit

The CRA is conducting an audit of Franco-Nevada for the 2013-2021 taxation years.


Third Quarter 2024 Management’s Discussion and Analysis	28

Transfer Pricing Reassessments

The Company has received reassessments from the CRA made on the basis of the transfer pricing provisions in the Income Tax Act (Canada) (the “Act”). The following table provides a summary of the CRA audit and reassessment matters further detailed below:


	CRA Position	Taxation Years Reassessed	Potential Exposure for Tax, Interest and Penalties<br><br>(in millions)
Transfer Pricing (Mexico)<br><br>	Transfer pricing provisions in the Act apply such that a majority of the income earned by the Company’s Mexican subsidiary should be included in the income of the Company and subject to tax in Canada.<br><br>	2013-2016	For 2013-2016:<br><br>Tax: $22.1 (C$29.9)<br><br>Transfer pricing penalties: $9.0 (C$12.0)<br><br>Interest and other penalties: $17.0 (C$23.0)<br><br><br><br>The amounts set forth above do not include any potential relief under the Canada-Mexico tax treaty.<br><br><br><br>The Company’s Mexican subsidiary ceased operations after 2016 and no reassessments for this issue are expected for subsequent years.<br><br>
Transfer Pricing (Barbados)<br><br>	Transfer pricing provisions in the Act apply such that a majority of the income relating to certain precious metal streams earned by the Company’s Barbadian subsidiary should be included in the income of the Company and subject to tax in Canada.<br><br>	2014-2018<br><br><br><br>2019 (proposed)	For 2014-2018, 2019 (proposed):<br><br>Tax: $82.1 (C$110.7)<br><br>Transfer pricing penalties: $13.1 (C$17.6) for 2014-2017; $18.1 (C$24.4) for 2018-2019 under review<br><br>Interest and other penalties: $35.6 (C$47.9)<br><br><br><br>If the CRA were to reassess the 2020-2023 taxation years on the same basis:<br><br>Tax: $237.8 (C$321.0)<br><br>Transfer pricing penalties: $89.9 (C$121.4)<br><br>Interest and other penalties: $51.1 (C$69.1)<br><br>
(i)	Mexico (2013-2016)
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In December of 2018, 2019, and 2021, the Company received Notices of Reassessment from the CRA for taxation years 2013 (the “2013 Reassessment”), 2014 and 2015 (the “2014-2015 Reassessments”), and 2016 (the “2016 Reassessment”, collectively with the 2013 Reassessment and the 2014-2015 Reassessments, the “2013-2016 Reassessments”) in relation to its Mexican subsidiary. The reassessments were made on the basis of the transfer pricing provisions in the Act and assert that a majority of the income earned by the Mexican subsidiary should have been included in the income of the Company and subject to tax in Canada. The 2013-2016 Reassessments result in additional Federal and provincial income taxes of $22.1 million (C$29.9 million) plus estimated interest (calculated to September 30, 2024) and other penalties of $17.0 million (C$23.0 million) but before any relief under the Canada-Mexico tax treaty.

Subsequently, the CRA issued revised 2013-2016 Reassessments to include transfer pricing penalties of $9.0 million (C$12.0 million). The Company has filed formal Notices of Objection with the CRA against the 2013-2016 Reassessments and has posted security in the form of cash and standby letter of credit for 50% of the reassessed amounts, as referenced in Note 9 and Note 10 of the financial statements. The Company has commenced an appeal in the Tax Court of Canada with respect to the 2013 Reassessment and the 2014-2015 Reassessments.

The Company’s Mexican subsidiary ceased operations after 2016 and no reassessments are expected for subsequent years.

For taxation years 2013 through 2016, the Company’s Mexican subsidiary paid a total of $34.1 million (490.3 million Pesos) in cash taxes, at a 30% tax rate, to the Mexican tax authorities on income earned in Mexico. If required, the Company intends to seek relief from double taxation under the Canada-Mexico tax treaty.


Third Quarter 2024 Management’s Discussion and Analysis	29

(ii)	Barbados (2014-2021)

The 2014-2015 Reassessments, 2016 Reassessment, and a Notice of Reassessment received by the Company in December 2021 for taxation year 2017 (the “2017 Reassessment”, collectively with the 2014-2015 Reassessments and the 2016 Reassessments, the “2014-2017 Reassessments”) also reassess the Company in relation to its Barbadian subsidiary. The reassessments were made on the basis of the transfer pricing provisions in the Act and assert that a majority of the income relating to certain precious metal streams earned by the Barbadian subsidiary should have been included in the income of the Company and subject to tax in Canada, resulting in additional Federal and provincial income taxes of $34.5 million (C$46.5 million) plus estimated interest (calculated to September 30, 2024) and other penalties of $16.9 million (C$22.8 million).

Subsequently, the CRA issued revised 2014-2017 Reassessments to include transfer pricing penalties of $13.1 million (C$17.6 million). The Company has filed formal Notices of Objection with the CRA against the 2014-2017 Reassessments and has posted security in the form of cash and standby letter of credit for 50% of the reassessed amounts, as referenced in Note 9 and Note 10 of the financial statements. The Company has commenced an appeal in the Tax Court of Canada with respect to the 2014-2015 Reassessments.

On November 10, 2023, the Company received a letter from the CRA (the “Proposal Letter”) proposing to reassess the 2018 and 2019 taxation years on the same basis as the 2014-2017 Reassessments, resulting in additional Federal and provincial income taxes of $16.8 million (C$22.7 million) for 2018 and $30.8 million (C$41.5 million) for 2019 plus estimated interest (calculated to September 30, 2024) and other penalties of $7.4 million (C$9.9 million) for 2018 and $11.3 million (C$15.2 million) for 2019. The Proposal Letter did not include transfer pricing penalties which are currently under review. If the CRA were to apply transfer pricing penalties, the Company estimates that the amounts would be approximately $6.5 million (C$8.8 million) for 2018 and $11.6 million (C$15.6 million) for 2019. On December 6, 2023, the Company received a Notice of Reassessment for the 2018 taxation year (the “2018 Reassessment”, and collectively with the 2013-2016 Reassessments and the 2017 Reassessments, the “Transfer Pricing Reassessments”) as proposed. The Company has filed a formal Notice of Objection with the CRA against the 2018 Reassessment and has posted security in the form of cash for 50% of the reassessed amounts, as referenced in Note 9 of the financial statements. The Company does not agree with the Proposal Letter and intends to file a formal Notice of Objection when the CRA issues a Notice of Reassessment for the 2019 taxation year.

If the CRA were to reassess the Company for taxation years 2020 through 2023 on the same basis and continue to apply transfer pricing penalties, the Company estimates that it would be subject to additional Canadian tax for these years of approximately $237.8 million (C$321.0 million), transfer pricing penalties of approximately $89.9 million (C$121.4 million) plus interest (calculated to September 30, 2024) and other penalties of approximately $51.1 million (C$69.1 million).

In Q2 2024 and subsequent to quarter-end, the CRA expanded its audit to include the 2020 and 2021 taxation years, respectively. The Company has not received any proposal or Notices of Reassessment for the 2020 and 2021 taxation years in connection with this audit.

Management believes that the Company and its subsidiaries have filed all tax returns and paid all applicable taxes in compliance with Canadian and applicable foreign tax laws and, as a result, no liabilities have been recorded in the financial statements of the Company for the Transfer Pricing Reassessments and the Proposal Letter, or for any potential tax exposure that may arise in respect of these matters. The Company does not believe that the Transfer Pricing Reassessments and the Proposal Letter are supported by Canadian tax law and jurisprudence and intends to vigorously defend its tax filing positions.

The CRA audit is ongoing and there can be no assurance that the CRA will not further challenge the manner in which the Company or any of its subsidiaries has filed its tax returns and reported its income. In the event that the CRA successfully challenges the manner in which the Company or a subsidiary has filed its tax returns and reported its income, this could potentially result in additional income taxes, penalties and interest, which could have a material adverse effect on the Company.


Third Quarter 2024 Management’s Discussion and Analysis	30

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in accordance with IFRS Accounting Standards requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience. However, actual outcomes may differ from the amounts included in the consolidated financial statements.

Our material accounting policies and estimates are disclosed in Notes 2 and 3 of our 2023 audited consolidated financial statements and Note 2 of our unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2024 and 2023.

New and Amended Accounting Standards

The following standards were effective and implemented as of January 1, 2024.

Amendments to IAS 1 – Classification of Liabilities as Current or Non-current

The IASB issued amendments to IAS 1 Presentation of Financial Statements (“IAS 1”). The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period. Classification is unaffected by the entity’s expectation or events after the reporting date. Covenants of loan arrangements will affect the classification of a liability as current or non-current if the entity must comply with a covenant either before or at the reporting date, even if the covenant is only tested for compliance after the reporting date. There was no significant impact on our condensed consolidated interim financial statements as a result of the adoption of these amendments.

New Accounting Standards Issued But Not Yet Effective

Certain new accounting standards and interpretations have been published that are not mandatory for the current period and have not been early adopted. The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted.

IFRS 18 – Presentation and Disclosure in Financial Statements

In April 2024, IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”) was issued to achieve comparability of the financial performance of similar entities. The standard, which replaces IAS 1, impacts the presentation of primary financial statements and notes, including the statement of earnings where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. The standard will also require management-defined performance measures to be explained and included in a separate note within the consolidated financial statements. The standard is effective for annual reporting periods beginning on or after January 1, 2027, including interim financial statements, and requires retrospective application. The Company is currently assessing the impact of the new standard.

Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”). The amendments clarify the date of recognition and derecognition of financial assets and liabilities, clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (“SPPI”) criterion, add new disclosures for financial instruments with contractual terms that can change cash flows, and update the disclosure for equity investments designated at FVTOCI. The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with earlier adoption permitted. The Company is currently assessing the impact of the amendments.

Outstanding Share Data

Franco-Nevada is authorized to issue an unlimited number of common and preferred shares. A detailed description of the rights, privileges, restrictions and conditions attached to each class of authorized shares is included in our most recent Annual Information Form, a copy of which can be found on SEDAR+ at www.sedarplus.com and in our Form 40-F, a copy of which can be found on EDGAR at www.sec.gov.

As of November 6, 2024, the number of common shares outstanding or issuable pursuant to other outstanding securities is as follows:


Common Shares	****	Number	****
Outstanding		192,492,761
Issuable upon exercise of Franco-Nevada options^(1)^		608,368
Issuable upon vesting of Franco-Nevada RSUs^(2)^		113,059
Diluted common shares		193,214,188
1	There were 608,368 stock options under our share compensation plan outstanding to directors, officers, employees and others with exercise prices ranging from C$59.52 to C$194.65 per share. The above table assumes all stock options are exercisable.
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2	There were 35,694 time-based RSUs and 77,365 performance-based RSUs. Vesting of the performance-based RSUs are subject to the achievement of certain performance criteria and a performance multiplier which will range from 0% to 150% of the number granted. The above table assumes a performance multiplier of 100% of performance-based RSUs granted.
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During the nine months ended September 30, 2024, we did not issue or have any outstanding preferred shares.


Third Quarter 2024 Management’s Discussion and Analysis	31

Internal Control Over Financial Reporting and Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining Franco-Nevada’s internal control over financial reporting and other financial disclosure and our disclosure controls and procedures.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. Franco-Nevada’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Franco-Nevada; (ii) are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards, and that receipts and expenditures of Franco-Nevada are being made only in accordance with authorizations of management and directors of Franco-Nevada; and (iii) are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Franco-Nevada’s assets that could have a material effect on Franco-Nevada’s financial statements. Internal control over other financial disclosure is a process designed to ensure that other financial information included in this MD&A, fairly represents in all material respects the financial condition, results of operations and cash flows of Franco-Nevada for the periods presented in this MD&A.

Franco-Nevada’s disclosure controls and procedures are designed to provide reasonable assurance that material information relating to Franco-Nevada, including its consolidated subsidiaries, is made known to management by others within those entities, particularly during the period in which this MD&A is prepared and that information required to be disclosed by Franco-Nevada in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

Due to its inherent limitations, internal control over financial reporting and other financial disclosure may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may change.

For the three and nine months ended September 30, 2024, there has been no change in Franco-Nevada’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Franco-Nevada’s internal control over financial reporting.

Non-GAAP Financial Measures

Cash Costs and Cash Costs per GEO

Cash Costs and Cash Costs per GEO sold are non-GAAP financial measures. Cash Costs is defined by Franco-Nevada as total costs of sales less depletion and depreciation expense. Cash Costs per GEO sold are calculated by dividing Cash Costs by the number of GEOs sold in the period, excluding prepaid GEOs.

Management uses Cash Costs and Cash Costs per GEO sold to evaluate Franco-Nevada’s ability to generate positive cash flow from its royalty, stream and working interests. Management and certain investors also use this information to evaluate Franco-Nevada’s performance relative to peers in the mining industry who present this measure on a similar basis. Cash Costs and Cash Costs per GEO sold are only intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.

Reconciliation of Cash Costs and Cash Costs per GEO sold:


		For the three months ended								For the nine months ended
		September 30,								September 30,
(expressed in millions, except per GEO amounts)	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Total costs of sales		$	86.1			$	117.0			$	259.9			$	338.4
Depletion and depreciation			(54.2)				(68.1)				(165.3)				(204.2)
Cash Costs		$	31.9			$	48.9			$	94.6			$	134.2
GEOs		****	110,110				160,848			****	343,271				474,694
Cash Costs per GEO sold		$	290			$	304			$	276			$	283


Third Quarter 2024 Management’s Discussion and Analysis	32

Adjusted EBITDA and Adjusted EBITDA per Share

Adjusted EBITDA and Adjusted EBITDA per share are non-GAAP financial measures, which is defined by Franco-Nevada by excluding the following from net income and earnings per share (“EPS”):

●	Income tax expense/recovery;
●	Finance expenses;
---	---
●	Finance income;
---	---
●	Depletion and depreciation;
---	---
●	Impairment losses and reversals related to royalty, stream and working interests;
---	---
●	Gains/losses on disposal of royalty, stream and working interests;
---	---
●	Impairment losses and expected credit losses related to investments, loans receivable and other financial instruments;
---	---
●	Changes in fair value of investments, loans receivable and other financial instruments;
---	---
●	Foreign exchange gains/losses and other income/expenses; and
---	---
●	Unusual non-recurring items.
---	---

Management uses Adjusted EBITDA and Adjusted EBITDA per share to evaluate the underlying operating performance of Franco-Nevada as a whole for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its financial statements. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards such as net income and EPS, our investors and analysts use Adjusted EBITDA and Adjusted EBITDA per share to evaluate the results of the underlying business of Franco-Nevada, particularly since the excluded items are typically not included in our guidance, with the exception of depletion and depreciation expense. While the adjustments to net income and EPS in these measures include items that are both recurring and non-recurring, management believes that Adjusted EBITDA and Adjusted EBITDA per share are useful measures of Franco-Nevada’s performance because they adjust for items which may not relate to or have a disproportionate effect on the period in which they are recognized, impact the comparability of our core operating results from period to period, are not always reflective of the underlying operating performance of our business and/or are not necessarily indicative of future operating results. Adjusted EBITDA and Adjusted EBITDA per share are only intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.


Third Quarter 2024 Management’s Discussion and Analysis	33

Reconciliation of Net Income to Adjusted EBITDA:


		For the three months ended								For the nine months ended						****
		September 30,								September 30,
(expressed in millions, except per share amounts)	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Net income		$	152.7			$	175.1			$	376.7			$	516.1
Income tax expense		****	42.2				24.9				165.0				79.5
Finance expenses		****	0.7				0.7				1.9				2.1
Finance income		****	(14.9)				(15.5)				(47.1)				(36.0)
Depletion and depreciation		****	54.2				68.1				165.3				204.2
Gain on disposal of royalty interests			—				—				(0.3)				(3.7)
Foreign exchange loss (gain) and other expenses (income)		****	1.3				1.8				12.7				(2.1)
Adjusted EBITDA		$	236.2			$	255.1			$	674.2			$	760.1
Basic weighted average shares outstanding		****	192.3				192.1			****	192.3				192.0

Basic earnings per share		$	0.79			$	0.91			$	1.96			$	2.69
Income tax expense		****	0.22				0.13				0.86				0.41
Finance expenses		****	—				—				0.01				0.01
Finance income		****	(0.08)				(0.08)				(0.24)				(0.19)
Depletion and depreciation		****	0.28				0.35				0.86				1.06
Gain on disposal of royalty interests		****	—				—				—				(0.02)
Foreign exchange loss (gain) and other expenses (income)		****	0.02				0.02				0.06				—
Adjusted EBITDA per share		$	1.23			$	1.33			$	3.51			$	3.96

Adjusted EBITDA Margin

Adjusted EBITDA Margin is a non-GAAP ratio which is defined by Franco-Nevada as Adjusted EBITDA divided by revenue. Franco-Nevada uses Adjusted EBITDA Margin in its annual incentive compensation process to evaluate management’s performance in increasing revenue and containing costs. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards, our investors and analysts use Adjusted EBITDA Margin to evaluate the Company’s ability to contain costs relative to revenue. Adjusted EBITDA Margin is intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. It does not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.

Calculation of Adjusted EBITDA Margin:


		For the three months ended								For the nine months ended
		September 30,								September 30,
(expressed in millions, except Adjusted EBITDA Margin)	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Adjusted EBITDA		$	236.2			$	255.1			$	674.2			$	760.1
Revenue		****	275.7				309.5			****	792.6				915.7
Adjusted EBITDA Margin		****	85.7	%			82.4	%		****	85.1	%			83.0	%

Adjusted Net Income and Adjusted Net Income per Share

Adjusted Net Income and Adjusted Net Income per share are non-GAAP financial measures, which is defined by Franco-Nevada by excluding the following from net income and EPS:

●	Foreign exchange gains/losses and other income/expenses;
●	Impairment losses and reversals related to royalty, stream and working interests;
---	---
●	Gains/losses on disposal of royalty, stream and working interests;
---	---
●	Impairment losses and expected credit losses related to investments, loans receivable and other financial instruments;
---	---
●	Changes in fair value of investments, loans receivable and other financial instruments;
---	---
●	Unusual non-recurring items; and
---	---
●	Impact of income taxes on these items.
---	---

Management uses Adjusted Net Income and Adjusted Net Income per share to evaluate the underlying operating performance of Franco-Nevada as a whole for the reporting periods presented, to assist with the planning and forecasting of future operating results, and to supplement information in its financial statements. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards such as net income and EPS, our investors and analysts use Adjusted Net Income and Adjusted Net Income per share to evaluate the results of the underlying business of Franco-Nevada, particularly since the excluded items are typically not included in our guidance. While the adjustments to net income and EPS in these measures include items that are both recurring and non-recurring, management believes that Adjusted Net Income and Adjusted Net Income per share are useful measures of Franco-Nevada’s performance because they adjust for items which may not relate to or have a disproportionate effect on the period in which they are recognized, impact the comparability of our core operating results from period to period, are not always reflective of the underlying operating performance of our business and/or are not necessarily indicative of future operating results. Adjusted Net Income and Adjusted Net Income per share are intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance


Third Quarter 2024 Management’s Discussion and Analysis	34

prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.

Reconciliation of Net Income to Adjusted Net Income:


		For the three months ended								For the nine months ended
		September 30,								September 30,
(expressed in millions, except per share amounts)	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Net income		$	152.7			$	175.1			$	376.7			$	516.1
Gain on disposal of royalty interests		****	—				—				(0.3)				(3.7)
Foreign exchange loss (gain) and other expenses (income)		****	1.3				1.8			****	12.7				(2.1)
Tax effect of adjustments			(0.4)				(1.8)				(2.4)				(0.1)
Other tax related adjustments
Deferred tax expense related to the remeasurement of deferred tax liability due to changes in Barbados tax rate			—				—				49.1				—
Change in unrecognized deductible temporary differences			0.3				—				(1.1)				—
Adjusted Net Income		$	153.9			$	175.1			$	434.7			$	510.2
Basic weighted average shares outstanding		****	192.3				192.1			****	192.3				192.0

Basic earnings per share		$	0.79			$	0.91			$	1.96			$	2.69
Gain on disposal of royalty interests			—				—				—				(0.02)
Foreign exchange loss (gain) and other expenses (income)		****	0.01				0.01			****	0.06				(0.01)
Tax effect of adjustments			—				(0.01)				(0.01)				—
Other tax related adjustments
Deferred tax expense related to the remeasurement of deferred tax liability due to changes in Barbados tax rate		****	—				—			****	0.26				—
Change in unrecognized deductible temporary differences		****	—				—			****	(0.01)				—
Adjusted Net Income per share		$	0.80			$	0.91			$	2.26			$	2.66

Adjusted Net Income Margin

Adjusted Net Income Margin is a non-GAAP ratio which is defined by Franco-Nevada as Adjusted Net Income divided by revenue. Franco-Nevada uses Adjusted Net Income Margin in its annual incentive compensation process to evaluate management’s performance in increasing revenue and containing costs. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards, our investors and analysts use Adjusted Net Income Margin to evaluate the Company’s ability to contain costs relative to revenue. Adjusted Net Income Margin is intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. It does not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.

Calculation of Adjusted Net Income Margin:


		For the three months ended								For the nine months ended
		September 30,								September 30,
(expressed in millions, except Adjusted Net Income Margin)	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Adjusted Net Income		$	153.9			$	175.1			$	434.7			$	510.2
Revenue		****	275.7				309.5			****	792.6				915.7
Adjusted Net Income Margin		****	55.8	%			56.6	%		****	54.8	%			55.7	%


Third Quarter 2024 Management’s Discussion and Analysis	35

Cautionary Statement on Forward-Looking Information

This MD&A 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, audits being conducted by the 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 Panama mine and related arbitration proceedings. In addition, statements relating to mineral resources and mineral reserves, 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; the adoption and implementation 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 the Company 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; the Company’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 the Company’s exposure as a result thereof, or (ii) the future status and any potential restart of the Cobre Panama 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 Franco-Nevada’s most recent Annual Information Form filed with the Canadian securities regulatory authorities on www.sedarplus.com and Franco-Nevada’s most recent Annual Report filed on Form 40-F filed with the SEC on www.sec.gov. The forward-looking statements herein are made as of the date hereof 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.


Third Quarter 2024 Management’s Discussion and Analysis	36

FRANCO-NEVADA CORPORATION

Exhibit 99.3

Franco-Nevada Corporation

Condensed Consolidated Statements of Financial Position

(unaudited, in millions of U.S. dollars)


	At September 30,				At December 31,
	2024		****	****	2023
ASSETS
Cash and cash equivalents (Note 4)	$	1,317.3			$	1,421.9
Receivables	****	133.9				111.0
Gold bullion, prepaid expenses and other current assets (Note 7)	****	99.8				82.4
Current assets	$	1,551.0			$	1,615.3

Royalty, stream and working interests, net (Note 8)	$	4,230.6			$	4,027.1
Investments (Note 5)	****	323.3				254.5
Loans receivable (Note 6)		110.5				24.8
Deferred income tax assets	****	30.7				37.0
Other assets (Note 9)	****	53.5				35.4
Total assets	$	6,299.6			$	5,994.1

LIABILITIES
Accounts payable and accrued liabilities	$	26.2			$	30.9
Current income tax liabilities	****	40.1				8.3
Current liabilities	$	66.3			$	39.2

Deferred income tax liabilities (Note 17)	$	242.0			$	180.1
Other liabilities		4.5				5.7
Total liabilities	$	312.8			$	225.0

SHAREHOLDERS’ EQUITY
Share capital (Note 18)	$	5,762.1			$	5,728.2
Contributed surplus	****	21.9				20.6
Retained earnings	****	380.3				212.3
Accumulated other comprehensive loss	****	(177.5)				(192.0)
Total shareholders’ equity	$	5,986.8			$	5,769.1
Total liabilities and shareholders’ equity	$	6,299.6			$	5,994.1

Commitments and contingencies (Notes 22 and 23)
Subsequent events (Note 24)

The accompanying notes are an integral part of these condensed consolidated financial statements.


2024 Third Quarter Financial Statements	2

Franco-Nevada Corporation

Condensed Consolidated Statements of Income and Comprehensive Income

(unaudited, in millions of U.S. dollars and shares, except per share amounts)


		For the three months ended								For the nine months ended
		September 30,								September 30,
	****	2024		****	****	2023		****		2024		****	****	2023
Revenue
Revenue from royalty, streams and working interests (Note 11)		$	272.9			$	309.5		****	$	786.1			$	915.7
Interest revenue (Note 6a, b and d)			2.8				—		****		5.9				—
Other interest income (Note 6c)			—				—				0.6				—
Total revenue		$	275.7			$	309.5			$	792.6			$	915.7

Costs of sales
Costs of sales (Note 12)		$	31.9			$	48.9		****	$	94.6			$	134.2
Depletion and depreciation			54.2				68.1		****		165.3				204.2
Total costs of sales		$	86.1			$	117.0			$	259.9			$	338.4
Gross profit		$	189.6			$	192.5			$	532.7			$	577.3

Other operating expenses (income)
General and administrative expenses (Note 13)		$	7.8			$	5.0		****	$	21.9			$	17.4
Share-based compensation expenses (Note 14)			2.4				0.7				7.0				6.3
Gain on disposal of royalty interests (Note 8)			—				—		****		(0.3)				(3.7)
Gain on sale of gold bullion			(2.6)				(0.2)		****		(5.1)				(2.3)
Total other operating expenses		$	7.6			$	5.5		****	$	23.5			$	17.7
Operating income		$	182.0			$	187.0		****	$	509.2			$	559.6
Foreign exchange (loss) gain and other (expenses) income		$	(1.3)			$	(1.8)		****	$	(12.7)			$	2.1
Income before finance items and income taxes		$	180.7			$	185.2		****	$	496.5			$	561.7

Finance items (Note 16)
Finance income		$	14.9			$	15.5		****	$	47.1			$	36.0
Finance expenses			(0.7)				(0.7)		****		(1.9)				(2.1)
Net income before income taxes		$	194.9			$	200.0		****	$	541.7			$	595.6

Income tax expense (Note 17)			42.2				24.9		****		165.0				79.5
Net income		$	152.7			$	175.1			$	376.7			$	516.1

Other comprehensive income (loss), net of taxes

Items that may be reclassified subsequently to profit and loss:
Currency translation adjustment		$	24.1			$	(31.7)		****	$	(27.4)			$	(1.8)

Items that will not be reclassified subsequently to profit and loss:
Gain on changes in the fair value of equity investments									****
at fair value through other comprehensive income ("FVTOCI"),
net of income tax (Note 5)			24.3				3.5				41.5				4.5
Other comprehensive income (loss), net of taxes		$	48.4			$	(28.2)		****	$	14.1			$	2.7

Comprehensive income		$	201.1			$	146.9			$	390.8			$	518.8

Earnings per share (Note 19)
Basic		$	0.79			$	0.91			$	1.96			$	2.69
Diluted		$	0.79			$	0.91			$	1.96			$	2.68
Weighted average number of shares outstanding (Note 19)
Basic			192.3				192.1				192.3				192.0
Diluted			192.5				192.4				192.5				192.3

The accompanying notes are an integral part of these condensed consolidated financial statements.


2024 Third Quarter Financial Statements	3

Franco-Nevada Corporation

Condensed Consolidated Statements of Cash Flows

(unaudited, in millions of U.S. dollars)


		For the three months ended								For the nine months ended
		September 30,								September 30,
	****	2024		****	****	2023		** **	****	2024		****	****	2023		** **
Cash flows from operating activities
Net income		$	152.7			$	175.1			$	376.7			$	516.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion and depreciation		****	54.2				68.1			****	165.3				204.2
Share-based compensation expenses		****	1.3				1.5			****	4.2				4.7
Gain on disposal of royalty interests		****	—				—			****	(0.3)				(3.7)
Unrealized foreign exchange loss		****	0.1				1.8			****	7.9				(1.7)
Deferred income tax expense		****	7.7				1.5			****	64.0				16.6
Other non-cash items		****	(1.7)				(0.2)			****	(5.7)				(2.2)
Acquisition of gold bullion			(20.0)				(15.9)				(52.4)				(41.1)
Proceeds from sale of gold bullion			12.7				1.9				29.3				20.5
Changes in other assets		****	—				13.9			****	(17.4)				13.9
Operating cash flows before changes in non-cash working capital		$	207.0			$	247.7			$	571.6			$	727.3
Changes in non-cash working capital:
(Increase) decrease in receivables		$	(12.8)			$	9.6			$	(22.7)			$	0.9
Decrease (increase) in prepaid expenses and other		****	8.2				(6.5)			****	10.7				(10.5)
(Decrease) increase in current liabilities		****	11.2				(14.8)			****	26.9				(10.0)
Net cash provided by operating activities		$	213.6			$	236.0			$	586.5			$	707.7

Cash flows used in investing activities
Acquisition of royalty, stream and working interests		$	(238.6)			$	(165.0)			$	(401.7)			$	(435.8)
Advances of loans receivable			(34.7)				—				(118.2)				—
Acquisition of investments			(27.9)				(8.4)				(38.9)				(8.9)
Proceeds from repayment of loan receivable		****	10.0				—			****	28.9				—
Proceeds from sale of investments		****	12.9				0.1			****	14.0				2.0
Proceeds from disposal of royalty interests			—				—			****	11.2				7.0
Acquisition of energy well equipment		****	(0.7)				(0.4)			****	(1.4)				(1.2)
Acquisition of property and equipment			—				—			****	(0.1)				—
Net cash used in investing activities		$	(279.0)			$	(173.7)			$	(506.2)			$	(436.9)

Cash flows used in financing activities
Payment of dividends		$	(61.1)			$	(56.8)			$	(180.3)			$	(173.2)
Proceeds from exercise of stock options		****	—				—			****	2.7				2.9
Revolving credit facility amendment costs		****	—				—			****	(0.8)				—
Net cash used in financing activities		$	(61.1)			$	(56.8)			$	(178.4)			$	(170.3)
Effect of exchange rate changes on cash and cash equivalents		$	4.8			$	(3.5)			$	(6.5)			$	0.1
Net change in cash and cash equivalents		$	(121.7)			$	2.0			$	(104.6)			$	100.6
Cash and cash equivalents at beginning of period		$	1,439.0			$	1,295.1			$	1,421.9			$	1,196.5
Cash and cash equivalents at end of period		$	1,317.3			$	1,297.1			$	1,317.3			$	1,297.1

Supplemental cash flow information:
Income taxes paid		$	14.1			$	16.1			$	56.6			$	67.0
Dividend income received		$	5.1			$	3.1			$	9.3			$	8.7
Cash paid for interest expense and loan standby fees		$	0.5			$	0.6			$	1.5			$	1.8

The accompanying notes are an integral part of these condensed consolidated financial statements.


2024 Third Quarter Financial Statements	4

Franco-Nevada Corporation

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(unaudited, in millions of U.S. dollars)


	****			****			****	Accumulated		****			****
								other
		Share capital			Contributed			comprehensive			Retained
		(Note 18)			surplus			loss			earnings			Total equity
Balance at January 1, 2023		$	5,695.3		$	15.6		$	(233.7)		$	940.4		$	6,417.6
Net income			—			—			—			516.1			516.1
Other comprehensive income, net of taxes			—			—			2.7			—			2.7
Total comprehensive income														$	518.8

Exercise of stock options		$	3.8		$	(0.9)		$	—		$	—		$	2.9
Share-based payments			—			5.2			—			—			5.2
Transfer of gain on disposal of equity investments at FVTOCI			—			—			(0.4)			0.4			—
Dividend reinvestment plan			23.0			—			—			—			23.0
Dividends declared			—			—			—			(196.2)			(196.2)
Balance at September 30, 2023		$	5,722.1		$	19.9		$	(231.4)		$	1,260.7		$	6,771.3

Balance at January 1, 2024		$	5,728.2		$	20.6		$	(192.0)		$	212.3		$	5,769.1
Net income			—			—			—			376.7		****	376.7
Other comprehensive income, net of taxes			—			—			14.1			—		****	14.1
Total comprehensive income														$	390.8

Exercise of stock options		$	3.5		$	(0.8)		$	—		$	—		$	2.7
Share-based payments			—			4.5			—			—			4.5
Vesting of restricted share units			2.4			(2.4)			—			—			—
Transfer of loss on disposal of equity investments at FVTOCI			—			—			0.4			(0.4)		****	—
Dividend reinvestment plan			28.0			—			—			—		****	28.0
Dividends declared			—			—			—			(208.3)		****	(208.3)
Balance at September 30, 2024		$	5,762.1		$	21.9		$	(177.5)		$	380.3		$	5,986.8

The accompanying notes are an integral part of these condensed consolidated financial statements.


2024 Third Quarter Financial Statements	5

Note 1 - Corporate Information

Franco-Nevada Corporation (“Franco-Nevada” or the “Company”) is incorporated under the Canada Business Corporations Act. The Company is a royalty and stream company focused on precious metals (gold, silver, and platinum group metals) and has a diversity of revenue sources. The Company owns a portfolio of royalty, stream and working interests, covering properties at various stages, from production to early exploration located in South America, Central America & Mexico, United States, Canada, Australia, Europe and Africa.

The Company’s shares are listed on the Toronto Stock Exchange and the New York Stock Exchange and the Company is domiciled in Canada. The Company’s head and registered office is located at 199 Bay Street, Suite 2000, Commerce Court West, Toronto, Ontario, Canada.

Note 2 - Material Accounting Policy Information

(a) Basis of Presentation

These unaudited condensed consolidated interim financial statements include the accounts of Franco-Nevada and its wholly-owned subsidiaries (its “subsidiaries”) (hereinafter together with Franco-Nevada, the “Company”). These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (“IFRS Accounting Standards”) applicable to the preparation of condensed interim financial statements, including IAS 34 Interim Financial Reporting. These condensed consolidated interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2023 and were prepared using the same accounting policies, method of computation and presentation as were applied in the annual consolidated financial statements for the year ended December 31, 2023, with the exception of the presentation of interest revenue and other interest income related to the Company’s loans receivable, as further detailed below:

Loans Receivable

Loans receivable that are held for collection of contractual cash flows and where those cash flows represent solely payments of principal and interest are classified as financial assets at amortized cost. Loans are measured at amortized cost using the effective interest method, less any impairment loss allowance. The impairment loss allowance for the loan receivable is measured based on expected credit losses under the general approach. Interest income is recognized by applying the effective interest rate (“EIR”) method and presented within revenue as interest revenue in the statement of income and comprehensive income.

Loans receivable that are held for collection of contractual cash flows but where those cash flows do not represent solely payments of principal and interest are classified as financial assets at fair value through profit or loss (“FVTPL”). Loans receivable that are classified at FVTPL are initially recognized at the fair value of the consideration received. Subsequent to initial recognition, the loans receivable classified as FVTPL are measured at fair value. Changes in the fair values of the loans receivable are recognized as other income (expenses) in the statement of income and comprehensive income. The interest income, calculated by applying the contractual interest rate to the principal outstanding at the end of each reporting period, is presented separately from changes in fair value and is included within revenue as other interest income in the statement of income and comprehensive income.

The financial statements included herein reflects all adjustments, consisting only of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year. Seasonality is not considered to have a significant impact over the condensed consolidated interim financial statements. Taxes on income in the interim period have been accrued using the tax rates that would be applicable to expected total annual income.

These condensed consolidated interim financial statements were authorized for issuance by the Board of Directors on November 6, 2024.

(b) Significant Judgments, Estimates and Assumptions

The preparation of consolidated financial statements in accordance with IFRS Accounting Standards requires the Company to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The areas of judgment and estimation are consistent with those reported in the annual consolidated financial statements for the year ended December 31, 2023.

(c) New and Amended Accounting Standards Adopted by the Company

The following standard was effective and implemented as of January 1, 2024.

Amendments to IAS 1 – Classification of Liabilities as Current or Non-current

The IASB issued amendments to IAS 1 Presentation of Financial Statements (“IAS 1”). The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting


2024 Third Quarter Financial Statements	6

period. Classification is unaffected by the entity’s expectation or events after the reporting date. Covenants of loan arrangements will affect the classification of a liability as current or non-current if the entity must comply with a covenant either before or at the reporting date, even if the covenant is only tested for compliance after the reporting date. There was no significant impact on the Company’s condensed consolidated interim financial statements as a result of the adoption of these amendments.

(d) New Accounting Standards Issued But Not Yet Effective

IFRS 18 – Presentation and Disclosure in Financial Statements

Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments

In May 2024, the IASB issued amendments to IFRS 9 Financial Instruments (“IFRS 9”) and IFRS 7 Financial Instruments: Disclosures (“IFRS 7”). The amendments clarify the date of recognition and derecognition of financial assets and liabilities, clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest criterion, add new disclosures for financial instruments with contractual terms that can change cash flows, and update the disclosure for equity investments designated at FVTOCI. The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with earlier adoption permitted. The Company is currently assessing the impact of the amendments.

Note 3 - Acquisitions and Other Transactions

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

On August 13, 2024, the Company, through a wholly-owned subsidiary, indirectly acquired from Compañía de Minas Buenaventura S.A.A. (“Buenaventura”) and its subsidiary, an existing 1.8% NSR 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 20^th^ anniversary of closing. Franco-Nevada also holds a right of first refusal on the sale by Buenaventura of certain of their royalty interests, including incremental royalties on Conga and other deposits.

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

The transaction has been accounted for as an acquisition of mineral interests.

(b)	Term Loan with EMX Royalty Corporation

On August 9, 2024, the Company advanced, through a wholly-owned subsidiary, $35.0 million (net of a commitment fee equal to 1% of the principal amount) to EMX Royalty Corporation (“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 Term Secured Overnight Financing Rate (“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.

The EMX Term Loan is accounted for as a loan receivable measured at amortized cost in accordance with IFRS 9. Refer to Note 6 (b) for further details. Interest earned on the EMX Term Loan is included in revenue for the three and nine months ended September 30, 2024.

(c)	Acquisition of Gold Stream on SolGold plc’s Cascabel Copper-Gold Project – Ecuador

On July 15, 2024, the Company acquired, through its wholly-owned subsidiary, Franco-Nevada (Barbados) Corporation (“FNB”), a gold stream (the “Cascabel Stream”) from SolGold plc (“SolGold”) with reference to production from the Cascabel project located in Ecuador. FNB and Osisko Gold Royalties Ltd.’s subsidiary, Osisko Bermuda Limited (“Osisko”), are participating in the stream financing package on a 70%/30% basis. FNB 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:


2024 Third Quarter Financial Statements	7

●	$70.0 million from FNB in pre-construction funding available as three equal sized staged payments. FNB funded an upfront deposit of $23.4 million at closing and will fund two additional staged deposits of $23.3 million each, subject to completion of key development milestones.
●	$455.0 million available from FNB towards construction. Funding is subject to customary conditions including receipt of all material permits, a construction decision approved by the SolGold board of directors and the remainder of the required project financing being available.
---	---

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

●	14.0% of gold produced in concentrate until 525,000 ounces of gold have been delivered.
●	Thereafter, 8.4% of gold produced in concentrate for the remaining life of mine.
---	---

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

Other terms include:

●	In the event of a change of control within five years from closing, FNB has the option to terminate the Cascabel Stream and receive repayment of the deposit that has been advanced by such date plus a return. If not elected, SolGold may purchase 50% of the Cascabel Stream if the change of control occurs within three years from closing and 33.33% of the Cascabel Stream if the change of control occurs in the following two years for a one-time gold payment equal to a 15.0% internal rate of return on the portion of the deposit being bought back that has been advanced by such date, plus a change of control fee.
●	FNB and Osisko have obtained a right of first refusal on any future royalties or streams over the Cascabel concession and the Cascabel Stream applies to any production from other properties owned by SolGold that is processed through the project mill or infrastructure.
---	---
●	The Cascabel Stream has adjustment mechanisms in the event of changes to the scale or timeline of development. SolGold and certain of its subsidiaries will provide FNB and Osisko with corporate guarantees and security over their assets related to the Cascabel project.
---	---
●	FNB has agreed to contribute to environmental and social initiatives carried out by SolGold in the vicinity of the project for $750,000 over a 3-year period on a 70%/30% basis with Osisko.
---	---

As at September 30, 2024, FNBC disbursed $23.4 million in relation to its stream commitment for the Cascabel project and has remaining commitments of $501.6 million.

The transaction has been accounted for as an acquisition of a mineral interest.

(d)	Private Placement with G Mining Ventures Corp.

On July 12, 2024, the Company completed a private placement of $25 million with G Mining Ventures Corp. (“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 on July 15, 2024).

The transaction has been accounted for as an equity investment designated at FVOCI.

(e)	Term Loan with SolGold

On May 13, 2024, the Company provided a $10.0 million term loan to SolGold (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.

The SolGold Term Loan has been accounted for as a loan receivable measured at amortized cost in accordance with IFRS 9*.* Refer to Note 6 (d) for further details. Interest earned on the SolGold Term Loan has been included in revenue for the three and nine months ended September 30, 2024.

(f)	Funding of G Mining Ventures Term Loan for the Tocantinzinho Project – Brazil

The Company advanced, through a wholly-owned subsidiary, $75.0 million to G Mining Ventures pursuant to a term loan agreement in connection with the Tocantinzinho gold project (the “G Mining Ventures Term Loan”). 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.

The G Mining Ventures Term Loan is a 6-year term loan, which bears interest at a rate of 3-Month SOFR +5.75% per annum, reducing to 3-Month SOFR +4.75% per annum after completion tests have been achieved at the Tocantinzinho project.

The G Mining Ventures Term Loan is accounted for as a loan receivable measured at amortized cost in accordance with IFRS 9*.* Refer to Note 6 (a) for further details. Interest earned on the G Mining Ventures Term Loan is included in revenue for the three and nine months ended September 30, 2024.


2024 Third Quarter Financial Statements	8

(g)	Acquisition of Royalty on Claims in the Stewart Mining Camp and Private Placement with Scottie Resources Corp. – British Columbia, Canada

On April 15, 2024, the Company 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, Canada, for a purchase price of $5.9 million (C$8.1 million).

In addition, the Company acquired 5,422,994 common shares of Scottie at a price of C$0.18 per common share for an aggregate of $0.7 million (C$1.0 million).

The acquisition of the gross production royalty has been accounted for as an acquisition of a mineral interest and the common shares of Scottie has been accounted for as an equity investment designated at FVTOCI.

(h)	Receipt of Séguéla Royalty Buy-Back – Cote d’Ivoire

On March 30, 2024, Fortuna Mining Corp. (“Fortuna”) exercised its option to buy-back 0.6% of the Company’s initial 1.2% NSR on the Séguéla mine, such that the Company’s NSR on the Séguéla mine is now 0.6%. Fortuna paid Franco-Nevada $6.5 million (A$10 million) on April 1, 2024 for the exercise of the buy-back option.

The transaction has been accounted for as a disposal of a mineral interest.

(i)	Amendments to Condestable Gold and Silver Stream – Peru

On March 27, 2024, the Company 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%.

The transaction has been accounted for as an acquisition of a mineral interest.

(j)	Acquisition of Silver Royalty on Stibnite Gold Project – U.S.

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

The transaction has been accounted for as an acquisition of a mineral interest.

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

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

The transaction has been accounted for as a disposal of a mineral interest.

(l)	Acquisition of Royalties on Pascua-Lama Project – Chile

On January 3, 2024, the Company acquired, through a wholly-owned subsidiary, an additional interest in the Chilean portion of Barrick Gold Corporation’s Pascua-Lama project for a purchase price of $6.7 million. Including the interests the Company acquired in August 2023, at gold prices exceeding $800/ounce, the Company now hold a 2.941% NSR (gold) and a 0.588% NSR (copper) on the property.

The transaction has been accounted for as an acquisition of a mineral interest.

(m)	Acquisition of Additional Natural Gas Royalty Interests in Haynesville – U.S.

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

The transaction was accounted for as an acquisition of a royalty interest.


2024 Third Quarter Financial Statements	9

(n)	Acquisition of Mineral Rights with Continental Resources, Inc. – U.S.

The Company, through a wholly-owned subsidiary, have 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 $1.9 million and $21.1 million for Q3 2024 and YTD 2024, respectively (Q3 2023 – $2.5 million and YTD 2023 - $8.4 million, respectively). As at September 30, 2024, Franco-Nevada’s cumulative investment in the Royalty Acquisition Venture totaled $471.3 million and Franco-Nevada has remaining commitments of up to $48.7 million.

The Royalty Acquisition Venture is accounted for as a joint operation in accordance with IFRS 11 Joint Arrangements.

Note 4 - Cash and Cash Equivalents

Cash and cash equivalents comprised the following:


			At September 30,				At December 31,		****
	****	****	2024		****	****	2023		****
Cash deposits			$	564.3			$	571.4
Term deposits			****	753.0				850.5
			$	1,317.3			$	1,421.9

As at September 30, 2024 and December 31, 2023, cash and cash equivalents were primarily held in interest-bearing deposits. Interest earned on cash and cash equivalents is presented as finance income, referenced in Note 16.

Note 5 - Investments

Investments comprised the following:


			At September 30,				At December 31,		****
	****	****	2024		****	****	2023		****
Equity investments at FVTOCI			$	313.7			$	246.4
Warrants			****	9.6				8.1
			$	323.3			$	254.5

Equity Investments at FVTOCI

Equity investments comprised the following:


			At September 30,				At December 31,		****
	****	****	2024		****	****	2023		****
Labrador Iron Ore Royalty Corporation ("LIORC")			$	150.8			$	152.7
G Mining Ventures				103.9				47.6
Other			****	59.0				46.1
			$	313.7			$	246.4

During the nine months ended September 30, 2024, the Company disposed of equity investments with a cost of $12.3 million (YTD 2023 – $1.4 million) for gross proceeds of $8.5 million (YTD 2023 – $2.0 million).

The change in the fair value of equity investments recognized in other comprehensive income (loss) for the periods ended September 30, 2024 and 2023 were as follows:


		For the three months ended						For the nine months ended							****
		September 30,						September 30,
	****	2024		****	2023		****	****	2024		****	****	2023		****
Gain on changes in the fair value of equity investments at FVTOCI		$	28.0		$	4.0			$	47.8			$	5.2
Income tax expense in other comprehensive income (loss)		****	(3.7)			(0.5)		****		(6.3)				(0.7)
Gain on changes in the fair value of equity investments at FVTOCI, net of income tax		$	24.3		$	3.5			$	41.5			$	4.5


2024 Third Quarter Financial Statements	10

Note 6 – Loans Receivable

Loans receivable comprised the following:


		At September 30,				At December 31,
		2024		****	****	2023
G Mining Ventures Term Loan		$	75.8			$	—
EMX Loan			34.7				—
Skeena Convertible Debenture			—				24.8
SolGold Term Loan			—				—
Loans receivable		$	110.5			$	24.8
Current		$	—			$	—
Non-Current			110.5				24.8
Loans receivable		$	110.5			$	24.8
(a)	G Mining Ventures Term Loan
---	---

On January 29, 2024 and April 19, 2024, the Company funded $42.0 million and $33.0 million, respectively, to G Mining Ventures for a total of $75.0 million pursuant to the G Mining Ventures Term Loan.

The G Mining Ventures Term Loan is a 6-year senior secured term loan, which bears interest at a rate of 3-Month SOFR +5.75% per annum, reducing to 3-Month SOFR +4.75% after completion tests have been achieved at the Tocantinzinho project. Repayment of principal, accrued interest, and accrued fees will begin in December 2025 with equal quarterly repayments followed by a final 25% repayment upon maturity in June 2028. Fees included a standby fee on undrawn amounts of 1.0% per annum and a 2.0% original issue discount paid on principal amounts drawn.

The G Mining Ventures Term Loan is measured at amortized cost less any impairment loss allowance. The Company determined that the impairment loss allowance on the G Mining Ventures Term Loan at the end of the reporting period, measured based on expected credit losses under the general approach, was nominal. Interest revenue is recognized by applying the EIR method and presented within revenue as interest revenue in the statement of income and comprehensive income.

(b)	EMX Term Loan

On August 9, 2024, the Company funded, through a wholly-owned subsidiary, $35.0 million (net of a commitment fee equal to 1% of the principal amount) to EMX pursuant to the EMX Term Loan agreement. 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 between 3.0% and 4.25% depending 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.

The EMX Term Loan is measured at amortized cost less any impairment loss allowance. The Company determined that the impairment loss allowance on the EMX Term Loan at the end of the reporting period, measured based on expected credit losses under the general approach, was nominal. Interest revenue is recognized by applying the EIR method and presented within revenue as interest revenue in the statement of income and comprehensive income.

(c)	Skeena Convertible Debenture

On December 18, 2023, the Company advanced $18.7 million (C$25.0 million) to Skeena Resources Ltd. (“Skeena”) as a convertible debenture (the “Skeena Convertible Debenture”). The Skeena Convertible Debenture carried an interest rate of 7% and matured on the earlier of December 19, 2028, or on the completion of a project financing for Eskay Creek approved by the Board of Skeena. The Skeena Convertible Debenture was convertible into Skeena common shares at a conversion price of C$7.70. Interest payments were deferred and capitalized until maturity.

On June 26, 2024, following the completion of a project financing for Eskay Creek, the loan matured and the Company received $18.9 million (C$25.9 million) as full repayment for the Skeena Convertible Debenture.

The Skeena Convertible Debenture was measured at FVTPL using present value techniques and assumptions concerning the amount of and timing of future cash flows and discount rates which factored in the appropriate credit risk and the Black-Scholes option pricing model to calculate the fair value of the conversion option. Changes in the fair value of the Skeena Convertible Debenture have been recognized as other income (expenses) in the statement of income and comprehensive income. Interest income, calculated by applying the contractual interest rate of 7% to the principal outstanding at the end of each reporting period, has been presented separately from changes in fair value and included within revenue as other interest income in the statement of income and comprehensive income. For the nine months ended September 30, 2024, the Company recognized a loss related to the change in fair value of the Skeena Convertible Debenture of $5.7 million.


2024 Third Quarter Financial Statements	11

(d)	SolGold Loan Facility

On May 13, 2024, the Company funded $10.0 million to SolGold pursuant to the SolGold Term Loan. 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. On July 17, 2024, SolGold paid $10.2 million as full repayment for the SolGold Term Loan.

The SolGold Term Loan was measured at amortized cost less any impairment loss allowance. The Company determined that the impairment loss allowance on the SolGold Term Loan was nominal. Interest revenue was recognized by applying the EIR method and presented within revenue as interest revenue in the statement of income and comprehensive income.

Note 7 – Gold Bullion, Prepaid Expenses and Other Current Assets

Gold bullion, prepaid expenses and other current assets comprised the following:


			At September 30,				At December 31,
	****	****	2024		****	****	2023
Gold bullion			$	79.7			$	51.3
Prepaid expenses			****	19.2				30.0
Stream ounces inventory				0.5				0.5
Debt issue costs			****	0.4				0.6
			$	99.8			$	82.4


2024 Third Quarter Financial Statements	12

Note 8 - Royalty, Stream and Working Interests

(a)	Royalty, Stream and Working Interests

Royalty, stream and working interests, net of accumulated depletion and impairment losses and reversals, comprised the following:


								Impairment
					Accumulated			(losses)
As at September 30, 2024	****	Cost		****	depletion^(1)^		****	reversals^(2)^		****	****	Carrying value		****
Mining royalties		$	1,869.0		$	(788.0)		$	—			$	1,081.0
Streams			4,798.3			(3,492.9)			—				1,305.4
Energy			2,096.1			(867.1)			—				1,229.0
Advanced			410.0			(47.1)			—				362.9
Exploration			270.7			(18.4)			—				252.3
		$	9,444.1		$	(5,213.5)		$	—			$	4,230.6
1.	Accumulated depletion includes impairment losses recognized prior to the nine months ended September 30, 2024.
---	---
2.	Impairment (losses) reversals recognized in the nine months ended September 30, 2024.
---	---


						Impairments
				Accumulated		(losses)
As at December 31, 2023	****	Cost		depletion^(1)^		reversals^(2)^		Carrying value		****
Mining royalties		$	1,709.7	$	(761.0)	$	—	$	948.7
Streams			4,763.6		(2,235.4)		(1,169.2)		1,359.0
Energy			1,976.0		(825.5)		(4.1)		1,146.4
Advanced			444.5		(48.5)		—		396.0
Exploration			194.7		(17.7)		—		177.0
		$	9,088.5	$	(3,888.1)	$	(1,173.3)	$	4,027.1

1.	Accumulated depletion includes impairment losses recognized prior to the year ended December 31, 2023.
2.	Impairment (losses) reversals recognized in the year ended December 31, 2023 included the impairment related to Cobre Panama (refer to Note 23 (a)).
---	---

Changes in royalty, stream and working interests for the periods ended September 30, 2024 and December 31, 2023 were as follows:


		Mining
	****	royalties		****	Streams		****	Energy		****	Advanced		****	Exploration		****	Total		****
Balance at January 1, 2023		$	865.8		$	2,447.4		$	1,181.5		$	371.0		$	61.8		$	4,927.5
Additions			37.7			250.2			22.2			99.3			110.2			519.6
Disposals			—			—			—			(3.3)			—			(3.3)
Transfers			71.3			—			—			(75.6)			4.3			—
Impairment losses			—			(1,169.2)			(4.1)			—			—			(1,173.3)
Depletion			(40.2)			(169.4)			(60.8)			(0.3)			—			(270.7)
Impact of foreign exchange			14.1			—			7.6			4.9			0.7			27.3
Balance at December 31, 2023		$	948.7		$	1,359.0		$	1,146.4		$	396.0		$	177.0		$	4,027.1

Balance at January 1, 2024		$	948.7		$	1,359.0		$	1,146.4		$	396.0		$	177.0		$	4,027.1
Additions			139.9			34.8			134.5			8.9			83.8			401.9
Disposals			(11.0)			—			—			—			—			(11.0)
Transfers			44.8			—			—			(36.5)			(8.3)			—
Depletion			(29.8)			(88.3)			(45.5)			—			—			(163.6)
Impact of foreign exchange			(11.6)			(0.1)			(6.4)			(5.5)			(0.2)			(23.8)
Balance at September 30, 2024		$	1,081.0		$	1,305.4		$	1,229.0		$	362.9		$	252.3		$	4,230.6

Of the total net book value as at September 30, 2024, $3,095.1 million (December 31, 2023 - $2,990.9 million) is depletable and $1,135.5 million (December 31, 2023 - $1,036.2 million) is non-depletable.


2024 Third Quarter Financial Statements	13

(b)	Disposals of Royalty Interests

On March 30, 2024, Fortuna exercised its option to buy-back 0.6% of the Company’s initial 1.2% NSR on the Séguéla mine for a price of $6.5 million (A$10 million).

On January 19, 2024, EMX exercised its option to acquire a portion of the Company’s effective NSR on the Caserones mine for a price of $4.7 million.

Note 9 - Other Assets

Other assets comprised the following:


			At September 30,				At December 31,
	****	****	2024		****	****	2023
Deposits related to CRA audits			$	45.3			$	27.7
Energy well equipment, net				6.0				5.8
Right-of-use assets, net			****	0.2				0.6
Debt issue costs				1.7				1.1
Furniture and fixtures, net			****	0.3				0.2
			$	53.5			$	35.4

Deposits related to CRA audits represent cash on deposit with CRA in connection with the Transfer Pricing Reassessments, as referenced in Note 23. During the nine months ended September 30, 2024, the Company posted an additional cash deposit in the amount of $18.2 million (C$24.5 million).

Note 10 – Debt

Corporate Revolver

The Company has a $1.0 billion unsecured revolving term credit facility, with a $250.0 million accordion (the “Corporate Revolver”). On June 3, 2024, the Company extended the Corporate Revolver to June 3, 2029.

Advances under the Corporate Revolver can be drawn as follows:

U.S. dollars

·	Base rate advances with interest payable monthly at the Canadian Imperial Bank of Commerce (“CIBC”) base rate, plus between 0.00% and 1.05% per annum depending upon the Company’s leverage ratio; or
·	Secured Overnight Financing Rate (“SOFR”) as administered by the Federal Reserve Bank of New York loans for periods of 1, 3 or 6 months with interest payable at a rate of SOFR, plus between 1.10% and 2.15% per annum, depending on the Company’s leverage ratio.
---	---

Canadian dollars

·	Prime rate advances with interest payable monthly at the CIBC prime rate, plus between 0.00% and 1.05% per annum, depending on the Company’s leverage ratio; or
·	Canadian Overnight Repo Rate Average (“CORRA”) loans for a period of 1 or 3 months with interest rate payable at a rate of CORRA, a credit spread adjustment of 29.547 to 32.138 basis points per annum depending on the tenor of the CORRA loan, and a margin between 1.00% and 2.05% per annum depending on the Company’s leverage ratio.
---	---

All loans are readily convertible into loans of other types, described above, on customary terms and upon provision of appropriate notice. Borrowings under the Corporate Revolver are guaranteed by certain of the Company’s subsidiaries and are unsecured.

The Corporate Revolver is subject to a standby fee of 0.20% to 0.41% per annum, depending on the Company’s leverage ratio, on the unutilized portion of the Corporate Revolver.

As at September 30, 2024, no amounts were drawn from the Corporate Revolver. The Company has three standby letters of credit in the amount of $18.9 million (C$25.5 million) against the Corporate Revolver in relation to the audit by the CRA of its 2013-2015 taxation years, as referenced in Note 23. These standby letters of credit reduce the available balance under the Corporate Revolver.


2024 Third Quarter Financial Statements	14

Note 11 - Revenue

Revenue comprised the following:


		For the three months ended								For the nine months ended						****
		September 30,								September 30,
	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Revenue
Revenue from royalty, streams and working interests^(1)(2)^		$	272.9			$	309.5			$	786.1			$	915.7
Interest revenue (Note 6)			2.8				—				5.9				—
Other interest income (Note 6)			—				—				0.6				—
		$	275.7			$	309.5			$	792.6			$	915.7
1.	For Q3 2024, revenue includes a gain of $0.1 million and a loss of $0.6 million for provisional pricing adjustments for gold and platinum group metals, respectively (Q3 2023 – a loss of $0.1 million and a gain of $0.1 million, respectively). For YTD 2024, revenue includes a loss of $0.7 million for provisional pricing adjustments for platinum group metals (YTD 2023 – a gain of $0.4 million). For YTD 2024, the revenue adjustment for provisional pricing for gold was nil (YTD 2023 – a gain of $0.1 million).
---	---
2.	For Q3 2024, revenue includes dividend income of $3.3 million from the Company’s equity investment in LIORC (Q3 2023 – $4.5 million). For YTD 2024, revenue includes dividend income of $10.5 million from the Company’s equity investment in LIORC (YTD 2023 – $9.9 million).
---	---

Revenue classified by commodity, geography and type comprised the following:


		For the three months ended								For the nine months ended						****
		September 30,								September 30,
	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Commodity
Gold^(1)^		$	177.6			$	199.5			$	495.4			$	585.7
Silver		****	28.5				31.6			****	81.5				95.5
Platinum group metals^(1)^		****	5.6				9.7			****	21.8				31.0
Iron ore^(2)^			12.1				12.8				38.9				36.0
Other mining assets			2.7				3.2				7.4				10.3
Mining		$	226.5			$	256.8			$	645.0			$	758.5
Oil		$	32.5			$	38.2			$	94.6			$	102.2
Gas			8.4				9.9				31.5				41.0
Natural gas liquids			5.5				4.6				15.0				14.0
Energy		$	46.4			$	52.7			$	141.1			$	157.2
Revenue from royalty, stream and working interests		$	272.9			$	309.5			$	786.1			$	915.7
Interest from loans receivable
Interest revenue		$	2.8			$	—			$	5.9			$	—
Other interest income			—				—				0.6				—
		$	275.7			$	309.5			$	792.6			$	915.7
Geography
South America		$	105.5			$	88.9			$	299.9			$	274.1
Central America & Mexico			22.4				87.9				64.0				245.1
United States		****	46.9				49.3			****	144.9				157.4
Canada^(1)(2)^		****	49.1				46.4			****	140.6				133.3
Rest of World		****	51.8				37.0			****	143.2				105.8
		$	275.7			$	309.5			$	792.6			$	915.7
Type
Revenue-based royalties		$	113.1			$	91.7			$	312.8			$	283.0
Streams^(1)^		****	138.6				186.8			****	398.6				545.3
Profit-based royalties		****	11.4				16.3			****	43.2				48.8
Interest revenue and other^(2)^		****	12.6				14.7			****	38.0				38.6
		$	275.7			$	309.5			$	792.6			$	915.7
1.	For Q3 2024, revenue includes a gain of $0.1 million and a loss of $0.6 million for provisional pricing adjustments for gold and platinum group metals, respectively (Q3 2023 – a loss of $0.1 million and a gain of $0.1 million, respectively). For YTD 2024, revenue includes a loss of $0.7 million for provisional pricing adjustments for platinum group metals (YTD 2023 – a gain of $0.4 million). For YTD 2024, the revenue adjustment for provisional pricing for gold was nil (YTD 2023 – a gain of $0.1 million).
---	---
2.	For Q3 2024, revenue includes dividend income of $3.3 million from the Company’s equity investment in LIORC (Q3 2023 – $4.5 million). For YTD 2024, revenue includes dividend income of $10.5 million from the Company’s equity investment in LIORC (YTD 2023 – $9.9 million).
---	---


2024 Third Quarter Financial Statements	15

Note 12 - Costs of Sales

Costs of sales, excluding depletion and depreciation, comprised the following:


		For the three months ended								For the nine months ended						****
		September 30,								September 30,
	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Costs of stream sales		$	26.9			$	45.4			$	82.9			$	123.6
Mineral production taxes		****	0.6				0.5			****	1.8				1.5
Mining costs of sales		$	27.5			$	45.9			$	84.7			$	125.1
Energy costs of sales		****	4.4				3.0			****	9.9				9.1
		$	31.9			$	48.9			$	94.6			$	134.2

Note 13 – General and Administrative Expenses

General and administrative expenses comprised the following:


			For the three months ended September 30,								For the nine months ended September 30,
(expressed in millions)	****	****	2024		****	****	2023		****	****	2024		****	****	2023		****
Salaries and benefits			$	2.3			$	2.4			$	7.3			$	7.7
Professional fees			****	1.5				0.9			****	5.2				4.0
Cobre Panama arbitration expenses				1.9				—				4.2				—
Community contributions				0.6				0.4				1.0				0.5
Board of Directors' costs				0.1				0.1				0.3				0.4
Office, insurance and other expenses			****	1.4				1.2			****	3.9				4.8
			$	7.8			$	5.0			$	21.9			$	17.4

Cobre Panama arbitration expenses represent costs incurred in connection with the Cobre Panama arbitration proceedings, as referenced in Note 23 (a).

Note 14 - Share-Based Compensation Expenses

Share-based compensation expenses comprised the following:


		For the three months ended							For the nine months ended						****
		September 30,							September 30,
	****	2024		****	2023		****	****	2024		****	****	2023		****
Stock options and restricted share units		$	1.3		$	1.5			$	4.2			$	4.7
Deferred share units		****	1.1			(0.8)			****	2.8				1.6
		$	2.4		$	0.7			$	7.0			$	6.3

Share-based compensation expenses include expenses related to equity-settled stock options, restricted share units (“RSUs”) and deferred share units (“DSUs”), as well as the mark-to-market gain or loss related to the DSUs.

Note 15 - Related Party Disclosures

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management personnel include the Board of Directors and the executive management team.

Compensation for key management personnel of the Company was as follows:


		For the three months ended							For the nine months ended						****
		September 30,							September 30,
	****	2024		****	2023		****	****	2024		****	****	2023		****
Short-term benefits^(1)^		$	0.9		$	0.9			$	2.8			$	2.7
Share-based payments^(2)^		****	1.9			0.4			****	6.0				4.3
		$	2.8		$	1.3			$	8.8			$	7.0
1.	Includes salary, benefits and short-term accrued incentives/other bonuses earned in the period.
---	---
2.	Represents the expense of stock options and RSUs and mark-to-market charges on DSUs during the period.
---	---


2024 Third Quarter Financial Statements	16

Note 16 - Finance Income and Expenses

Finance income and expenses for the periods ended September 30, 2024 and 2023 were as follows:


			For the three months ended						For the nine months ended
			September 30,						September 30,
	****	****	2024		****	****	2023		2024		****	****	2023
Finance income
Interest			$	14.9			$	15.5	$	47.1			$	36.0
			$	14.9			$	15.5	$	47.1			$	36.0
Finance expenses
Standby charges			$	0.5			$	0.5	$	1.5			$	1.7
Amortization of debt issue costs			****	0.2				0.2	****	0.4				0.4
			$	0.7			$	0.7	$	1.9			$	2.1

Finance income includes interest earned on cash and cash equivalents, referenced in Note 4. Finance expenses include fees and expenses incurred in connection with the Company’s Corporate Revolver, referenced in Note 10.

Note 17 - Income Taxes

Income tax expense for the periods ended September 30, 2024 and 2023 was as follows:


		For the three months ended							For the nine months ended						****
		September 30,							September 30,						****
	****	2024		****	2023		****	****	2024		****	****	2023		****
Current income tax expense		$	34.5		$	23.4			$	101.0			$	62.9
Deferred income tax expense			7.7			1.5				64.0				16.6
Income tax expense		$	42.2		$	24.9			$	165.0			$	79.5

Global Minimum Tax:

On June 20, 2024, the Government of Canada enacted the Global Minimum Tax Act (“GMTA”) which implements key measures of the Organisation for the Economic Co-operation and Development’s (“OECD”) Pillar Two Global Minimum Tax (“GMT”) in Canada. The GMTA includes the introduction of a 15% global minimum tax that applies to large multinational enterprise groups with global consolidated revenues over €750 million. The legislation is effective from January 1, 2024 and as a result, the Company is liable to pay a top-up tax in Canada when the effective tax rate in a jurisdiction which its subsidiary operates in is below the 15% minimum rate.

All entities in the Franco-Nevada group have an effective tax rate of at least 15% for the nine months ended September 30, 2024, including its subsidiary in Barbados as a result of the new measures enacted by the Government of Barbados as described below. Therefore, no current tax expense was recognized in respect of the GMTA for the nine months ended September 30, 2024.

The Company has applied the mandatory exception to recognizing and disclosing information about deferred taxes arising from Pillar Two, as provided in IAS 12.

Barbados Corporate Tax Reform:

In May 2024, the Government of Barbados enacted legislation to implement tax measures in response to the OECD Pillar Two GMT initiative. The measures include an increase of the Barbados corporate tax rate to 9% effective January 1, 2024, which resulted in the Company’s subsidiary in Barbados recognizing a deferred tax expense of $49.1 million related to the remeasurement of its deferred tax liability, and an income tax expense of $19.6 million related to its earnings for the nine months ended September 30, 2024.

The measures also introduce a Qualified Domestic Minimum Top-Up Tax for tax years beginning on or after January 1, 2024, which will top-up the Barbados effective tax rate payable by an entity subject to Pillar Two, to 15%. This resulted in the Company’s subsidiary in Barbados recognizing an additional current tax expense of $13.8 million related to its earnings for the nine months ended September 30, 2024.

Canada Revenue Agency Audit:

The Company is undergoing an audit by the Canada Revenue Agency of its 2013-2021 taxation years, as referenced in Note 23 (b).


2024 Third Quarter Financial Statements	17

Note 18 - Shareholders’ Equity

(a)	Share Capital

The Company’s authorized capital stock includes an unlimited number of common shares (192,492,761 common shares issued and outstanding as at September 30, 2024) having no par value and preferred shares issuable in series (issued - nil).

Changes in share capital for the periods ended September 30, 2024 and December 31, 2023 were as follows:


			Number
	****	****	of shares	****	****	Amount
Balance at January 1, 2023		****	191,892,691		$	5,695.3
Exercise of stock options			61,000			3.8
Dividend reinvestment plan			221,351			29.1
Balance at December 31, 2023			192,175,042		$	5,728.2

Balance at January 1, 2024			192,175,042		$	5,728.2
Exercise of stock options			69,432			3.5
Vesting of restricted share units			16,640			2.4
Dividend reinvestment plan			231,647			28.0
Balance at September 30, 2024			192,492,761		$	5,762.1
(b)	Dividends
---	---

For the three months ended September 30, 2024, the Company declared dividends of $0.36 per common share (Q3 2023 – $0.34). For the nine months ended September 30, 2024, the Company declared dividends of $1.08 per common share (YTD 2023 – $1.02). Dividends paid in cash and through the Company’s Dividend Reinvestment Plan (“DRIP”) were as follows:


		For the three months ended							For the nine months ended						****
		September 30,							September 30,						****
	****	2024		****	2023		****	****	2024		****	****	2023		****
Cash dividends		$	61.1		$	56.8			$	180.3			$	173.2
DRIP dividends		****	8.2			8.5			****	28.0				23.0
		$	69.3		$	65.3			$	208.3			$	196.2

Note 19 - Earnings per Share ("EPS")


		For the three months ended September 30,															****
		2024										2023					****
	****				****	Shares	****	Per Share		****				Shares	Per Share		****
			Net income			(in millions)		Amount		****	****	Net income		(in millions)	Amount		****
Basic earnings per share			$	152.7		192.3		$	0.79			$	175.1	192.1	$	0.91
Effect of dilutive securities			****	—		0.2		****	—				—	0.3		—
Diluted earnings per share			$	152.7		192.5		$	0.79			$	175.1	192.4	$	0.91


		For the nine months ended September 30,															****
		2024										2023					****
	****				****	Shares	****	Per Share		****				Shares	Per Share		****
			Net income			(in millions)		Amount		****	****	Net income		(in millions)	Amount		****
Basic earnings per share			$	376.7		192.3		$	1.96			$	516.1	192.0	$	2.69
Effect of dilutive securities			****	—		0.2		****	—				—	0.3		(0.01)
Diluted earnings per share			$	376.7		192.5		$	1.96			$	516.1	192.3	$	2.68

For the three months ended September 30, 2024, 85,246 stock options (Q3 2023 –48,316 stock options) were excluded in the computation of diluted EPS due to being anti-dilutive. For the nine months ended September 30, 2024, 1,577 stock options (YTD 2023 –47,952 stock options) were excluded in the computation of diluted EPS due to being anti-dilutive.


2024 Third Quarter Financial Statements	18

Note 20 - Segment Reporting

The chief operating decision-maker organizes and manages the business under two operating segments, consisting of royalty, stream and working interests in each of the mining and energy sectors.

The Company’s reportable segments for purposes of assessing performance are presented as follows:


		For the three months ended September 30,
		2024										2023
	****	Mining		****	Energy		****	Total		****	****	Mining		Energy		Total		****
Revenue
Revenue from royalty, streams and working interests		$	226.5		$	46.4		$	272.9			$	256.8	$	52.7	$	309.5
Interest revenue			2.8			—			2.8				—		—		—
Total Revenue		$	229.3		$	46.4		$	275.7			$	256.8	$	52.7	$	309.5

Expenses
Costs of sales		$	27.5		$	4.4		$	31.9			$	45.9	$	3.0	$	48.9
Depletion and depreciation			38.6			15.5			54.1				53.2		14.8		68.0
Segment gross profit		$	163.2		$	26.5		$	189.7			$	157.7	$	34.9	$	192.6


		For the nine months ended September 30,
		2024										2023
	****	Mining		****	Energy		****	Total		****	****	Mining		Energy		Total		****
Revenue
Revenue from royalty, streams and working interests		$	645.0		$	141.1		$	786.1			$	758.5	$	157.2	$	915.7
Interest revenue			5.9			—			5.9				—		—		—
Other interest income			0.6			—			0.6				—		—		—
Total Revenue		$	651.5		$	141.1		$	792.6			$	758.5	$	157.2	$	915.7

Expenses
Costs of sales		$	84.7		$	9.9		$	94.6			$	125.1	$	9.1	$	134.2
Depletion and depreciation			118.1			46.7			164.8				156.5		47.2		203.7
Segment gross profit		$	448.7		$	84.5		$	533.2			$	476.9	$	100.9	$	577.8

A reconciliation of total segment gross profit to consolidated net income before income taxes is presented below:


		For the three months ended				For the nine months ended
		September 30,				September 30,
		2024		2023		2024		2023
Total segment gross profit	$	189.7	$	192.6	$	533.2	$	577.8

Other operating expenses (income)
General and administrative expenses	$	7.8	$	5.0	$	21.9	$	17.4
Share-based compensation expense		2.4		0.7		7.0		6.3
Gain on disposal of royalty interests		—		—		(0.3)		(3.7)
Gain on sale of gold bullion		(2.6)		(0.2)		(5.1)		(2.3)
Depreciation		0.1		0.1		0.5		0.5
Foreign exchange loss (gain) and other expenses (income)		1.3		1.8		12.7		(2.1)
Income before finance items and income taxes	$	180.7	$	185.2	$	496.5	$	561.7

Finance items
Finance income	$	14.9	$	15.5	$	47.1	$	36.0
Finance expenses		(0.7)		(0.7)		(1.9)		(2.1)
Net income before income taxes	$	194.9	$	200.0	$	541.7	$	595.6

Note 21 - Fair Value Measurements

Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same - to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions (i.e. an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).


2024 Third Quarter Financial Statements	19

The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value.

●	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

●

Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means.

●	Level 3 inputs are unobservable (supported by little or no market activity).

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

There were no transfers between the levels of the fair value hierarchy during the three and nine months ended September 30, 2024.

Assets and Liabilities Measured at Fair Value on a Recurring Basis:


	****	Quoted prices in		****	Significant other		****	Significant		****	****			****
		active markets for			observable			unobservable						****
		identical assets			inputs			inputs				Aggregate		****
As at September 30, 2024		(Level 1)			(Level 2)			(Level 3)				fair value		****
Equity investments		$	306.2		$	—		$	7.5			$	313.7
Warrants			—			9.6			—				9.6
Receivables from provisional concentrate sales			—			4.2			—				4.2
		$	306.2		$	13.8		$	7.5			$	327.5


	****	Quoted prices in		Significant other		Significant				****
		active markets for		observable		unobservable				****
****		identical assets		inputs		inputs		Aggregate		****
As at December 31, 2023		(Level 1)		(Level 2)		(Level 3)		fair value		****
Equity investments		$	241.8	$	—	$	4.6	$	246.4
Skeena Convertible Debenture			—		—		24.8		24.8
Warrants			—		8.1		—		8.1
Receivables from provisional concentrate sales			—		5.7		—		5.7
		$	241.8	$	13.8	$	29.4	$	285.0

The valuation techniques that are used to measure fair value are as follows:

(a)	Investments

The fair values of publicly-traded investments are determined based on a market approach reflecting the closing prices of each particular security at the statement of financial position date. The closing prices are quoted market prices obtained from the exchange that is the principal active market for the particular security, and therefore are classified within Level 1 of the fair value hierarchy.

The Company holds two equity investments that do not have a quoted market price in an active market. The Company has assessed the fair value of the instruments based on a valuation technique using unobservable discounted future cash flows. As a result, the fair value is classified within Level 3 of the fair value hierarchy.

The fair values of warrants are estimated using the Black-Scholes pricing model which requires the use of inputs that are observable in the market. As such, these investments are classified within Level 2 of the fair value hierarchy.

(b)	Receivables from Provisional Concentrate Sales

The fair values of receivables arising from gold and platinum group metal concentrate sales contracts that contain provisional pricing mechanisms are determined using the appropriate quoted forward prices from the exchange that is the principal active market for the particular metal. As such, these receivables are classified within Level 2 of the fair value hierarchy.

As at September 30, 2024, the carrying values of the G Mining Ventures Term Loan and EMX Term Loan which, are measured at amortized cost approximated their fair values. The carrying values of the Company’s remaining financial assets and liabilities, which include cash and cash equivalents, receivables, accounts payable and accrued liabilities approximated their fair values due to their short-term nature or negligible expected credit losses.

The Company has not offset financial assets with financial liabilities.


2024 Third Quarter Financial Statements	20

Note 22 - Commitments

*(a)*Commodity Purchase Commitments

The following table summarizes the Company’s commitments pursuant to the associated precious metals agreements as at September 30, 2024:


		Attributable payable																		****
		production to be purchased						Per ounce cash payment^(1),(2)^									Term of		Date of	****
Interest	****	Gold	****	Silver	****	PGM	****	Gold		****	Silver			PGM		****	agreement^(3)^	****	contract	****
Antamina		—	%	22.5	% ^(4)^	—	%		n/a			5	% ^(5)^		n/a		40 years		7-Oct-15
Antapaccay		—	% ^(6)^	—	% ^(7)^	—	%		20	% ^(8)^		20	% ^(9)^		n/a		40 years		10-Feb-16
Candelaria		68	% ^(10)^	68	% ^(10)^	—	%	$	400		$	4.00			n/a		40 years		6-Oct-14
Cascabel		14	% ^(11)^	—	%	—	%		20	%		n/a			n/a		40 years		15-Jul-24
Cobre Panama Fixed Payment Stream		—	% ^(12)^	—	% ^(13)^	—	%	$	418	^(14)^	$	6.27	^(15)^		n/a		40 years		19-Jan-18
Cobre Panama Floating Payment Stream		—	% ^(16)^	—	% ^(17)^	—	%		20	% ^(18)^		20	% ^(19)^		n/a		40 years		19-Jan-18
Condestable		—	% ^(20)^	—	% ^(21)^	—	%		20	% ^(22)^		20	% ^(23)^		n/a		40 years		27-Mar-24
Guadalupe-Palmarejo		50	%	—	%	—	%	$	800			n/a			n/a		40 years		2-Oct-14
Karma		4.875	%	—	%	—	%		20	%^(24)^		n/a			n/a		40 years		11-Aug-14
Sabodala		—	% ^(25)^	—	%	—	%		20	% ^(26)^		n/a			n/a		40 years		25-Sep-20
MWS		25	%	—	%	—	%	$	400			n/a			n/a		40 years	^(27)^	2-Mar-12
Sudbury ^(28)^		50	%	—	%	50	%	$	400			n/a		$	400		40 years		15-Jul-08
Tocantinzinho		12.5	% ^(29)^	—	%	—	%		20	% ^(30)^		n/a			n/a		40 years		18-Jul-22
Cooke 4		7.0	%	—	%	—	%	$	400			n/a			n/a		40 years		5-Nov-09

1	Subject to an annual inflationary adjustment except for Antamina, Antapaccay, Guadalupe-Palmarejo, Karma, and Sabodala.
2	Should the prevailing market price for gold be lower than this amount, the per ounce cash payment will be reduced to the prevailing market price.
---	---
3	Subject to successive extensions.
---	---
4	Subject to a fixed payability of 90%. Percentage decreases to 15% after 86 million ounces of silver has been delivered under the agreement.
---	---
5	Purchase price is 5% of the average silver price at the time of delivery.
---	---
6	Gold deliveries are referenced to copper in concentrate shipped with 300 ounces of gold delivered for each 1,000 tonnes of copper in concentrate shipped, until 630,000 ounces of gold has been delivered. Thereafter, percentage is 30% of gold shipped.
---	---
7	Silver deliveries are referenced to copper in concentrate shipped with 4,700 ounces of silver delivered for each 1,000 tonnes of copper in concentrate shipped, until 10.0 million ounces of silver has been delivered. Thereafter, percentage is 30% of silver shipped.
---	---
8	Purchase price is 20% of the spot price of gold until 750,000 ounces of gold have been delivered, thereafter the purchase price is 30% of the spot price of gold.
---	---
9	Purchase price is 20% of the spot price of silver until 12.8 million ounces of silver have been delivered, thereafter the purchase price is 30% of the spot price of silver.
---	---
10	Percentage decreases to 40% after 720,000 ounces of gold and 12.0 million ounces of silver have been delivered under the agreement.
---	---
11	Percentage decreases to 8.4% after 525,000 ounces of gold have been delivered under the agreement.
---	---
12	Gold deliveries are indexed to copper in concentrate produced from the project. 120 ounces of gold per every 1 million pounds of copper produced until 808,000 ounces of gold delivered. Thereafter, 81 ounces of gold per 1 million pounds of copper produced until 1,716,188 ounces of gold delivered. Thereafter, 63.4% of the gold in concentrate.
---	---
13	Silver deliveries are indexed to copper in concentrate produced from the project. 1,376 ounces of silver per every 1 million pounds of copper produced until 9,842,000 ounces of silver delivered. Thereafter 1,776 ounces of silver per 1 million pounds of copper produced until 29,731,000 ounces of silver delivered. Thereafter, 62.1% of the silver in concentrate.
---	---
14	After 1,341,000 ounces of gold delivered, purchase price is the greater of 50% of spot and $418.27 per ounce, subject to annual inflationary adjustment. As the mill throughput for 30 consecutive days commensurate with annual capacity of 58 million tonnes per annum was not reached by January 1, 2019, Franco-Nevada received a reduction of the applicable fixed gold price of $100 per ounce until the end of Q2 2023.
---	---
15	After 21,510,000 ounces of silver delivered, purchase price is the greater of 50% of spot and $6.27 per ounce, subject to an annual inflationary adjustment.
---	---
16	Gold deliveries are indexed to copper in concentrate produced from the project. 30 ounces of gold per every 1 million pounds of copper produced until 202,000 ounces of gold delivered. Thereafter 20.25 ounces of gold per 1 million pounds of copper produced until 429,047 ounces of gold delivered. Thereafter, 15.85% of the gold in concentrate.
---	---
17	Silver deliveries are indexed to copper in concentrate produced from the project. 344 ounces of silver per every 1 million pounds of copper produced until 2,460,500 ounces of silver delivered. Thereafter, 444 ounces of silver per 1 million pounds of copper produced until 7,432,750 ounces of silver delivered. Thereafter 15.53% of the silver in concentrate.
---	---
18	After 604,000 ounces of gold delivered, purchase price is 50% of the spot price of gold. As the mill throughput for 30 consecutive days commensurate with annual capacity of 58 million tonnes per annum was not reached by January 1, 2019, Franco-Nevada received a reduction of the applicable floating gold price of $100 per ounce until the end of Q2 2023.
---	---
19	After 9,618,000 ounces of silver delivered, purchase price is 50% of the spot price of silver.
---	---
20	Gold deliveries are fixed at 8,760 ounces per annum from January 1, 2021 to December 31, 2025. Thereafter, 63% of the gold in concentrate until a cumulative total of 87,600 ounces of gold delivered. Thereafter, 37.5% of the gold in concentrate.
---	---
21	Silver deliveries are fixed at 291,000 ounces per annum from January 1, 2021 to December 31, 2025. Thereafter, 63% of the silver in concentrate until a cumulative total of 2,910,000 ounces of silver delivered. Thereafter, 37.5% of the silver in concentrate.
---	---
22	Purchase price is 20% of the spot price of gold at the time of delivery.
---	---
23	Purchase price is 20% of the spot price of silver at the time of delivery.
---	---
24	Purchase price is 20% of the average gold price at the time of delivery.
---	---
25	Based on amended agreement with an effective date of September 1, 2020, gold deliveries are fixed at 783.33 ounces per month until 105,750 ounces of gold is delivered. Thereafter, percentage is 6% of gold production (subject to reconciliation after fixed delivery period to determine if Franco-Nevada would have received more or less than 105,750 ounces of gold under the original 6% variable stream for such period, entitling the operator to a credit for an over-delivery applied against future stream deliveries or a one-time additional delivery to Franco-Nevada for an under-delivery).
---	---
26	Purchase price is 20% of prevailing market price at the time of delivery.
---	---
27	Agreement is capped at 312,500 ounces of gold.
---	---
28	The Company is committed to purchase 50% of the precious metals contained in ore from the properties. Payment is based on gold equivalent ounces. For McCreedy West, effective June 1, 2021, purchase price per gold equivalent ounce is determined based on the monthly average gold spot price: (i) when the gold spot price is less than $800 per ounce, the purchase price is the prevailing monthly average gold spot price; (ii) when the gold spot price is greater than $800 per ounce but less than $1,333 per ounce, the purchase price is $800 per ounce; (iii) when the gold spot price is greater than
---	---


2024 Third Quarter Financial Statements	21

$1,333 per ounce but less than $2,000 per ounce, the purchase price is 60% of the prevailing monthly average gold spot price; and (iv) when the gold spot price is greater than $2,000, the purchase price is $1,200 per ounce.
29	Percentage decreased to 7.5% after 300,000 ounces of gold have been delivered under the agreement.
---	---
30	Purchase price is 20% of the spot price of gold at the time of delivery.
---	---

*(b)*Investments in Royalty and Stream Interests

As at September 30, 2024, the Company has the following investment commitments with respect to the Company’s royalty and stream interests:


Asset	Commitment	Obligating Event	****
Cascabel stream	$501.6 million	Without limitation, completion of key development milestones, receipt of all material permits, a construction decision approved by the board of directors of SolGold plc, and availability of the remainder of the required project financing
Royalty Acquisition Venture with Continental Resources, Inc.	$48.7 million	Acquisition of mineral rights acquired through the Royalty Acquisition Venture with Continental Resources, triggering funding requirements by the Company
Yanacocha royalty	118,534 Franco-Nevada common shares (equivalent to $15.0 million at closing)	Achievement of commercial production and receipt of royalty payments from the Conga project for a full year within 20 years of the August 13, 2024 purchase agreement
Copper World royalty	$12.5 million	50% of commitment payable upon the project having all necessary permits and approvals and being free of legal challenges. 50% of commitment payable upon Franco-Nevada receiving royalty payments from the operator. Proportionate reduction of such contingent payments for a smaller-scale mine having anticipated life of mine production of copper contained in concentrate between 550,000 short tons and 1,703,000 short tons
Salares Norte (Rio Baker) royalty	$8.0 million	Receipt of Rio Baker royalty payments (excluding proceeds from the exercise by Gold Fields Limited of a partial buy back option on the royalty) in excess of $15 million
Royalty with EMX Royalty Corporation	$5.5 million	Sourcing by EMX of newly created precious metals and copper royalties meeting specified criteria within three years of the June 27, 2023 joint acquisition agreement
Eskay Creek royalty	C$4.5 million	Skeena Resources having obtained mineral and surface rights to the materials contained in the Albino Lake storage facility, and such materials containing at least 300,000 ounces of contained gold that are contemplated to be mined in a mine plan approved by the board of Skeena Resources

In addition to the table above, the Company has commitments related to environmental and social initiatives in connection with its acquisition of royalty and stream interests.


2024 Third Quarter Financial Statements	22

Note 23 - Contingencies

(a)	Cobre Panama Arbitration Proceedings

Cobre Panama has been on preservation and safe management with production halted since November 2023.

On March 8, 2023, First Quantum Minerals Ltd. and its subsidiary, Minera Panama S.A., and the Government of Panama 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 November 27, 2023, the Supreme Court of Panama issued a ruling, released publicly the following day, declaring Law 406 unconstitutional. As a result of these events, Franco-Nevada recognized a full impairment of the carrying value of its Cobre Panama streams of $1,169.2 million during the year ended December 31, 2023.

The Company is pursuing legal avenues to protect its investment in Cobre Panama and is of the view that it has rights under international law. On November 23, 2023, the Company notified the Ministry of Commerce and Industries of Panama (“MICI”) of its intent to initiate arbitration to enforce its rights under international law (the “Notice of Intent”) pursuant to the Canada-Panama Free Trade Agreement (the “FTA”). On February 23, 2024, the Company filed an updated Notice of Intent (the “Updated Notice of Intent”) reiterating its intent to commence arbitration under the FTA. On June 27, 2024, the Company filed a request for arbitration to the International Centre for Settlement of Investment Disputes, specifying that the Company presently and preliminarily estimates its damages to be at least $5 billion, subject to further analysis and development.

The Company accounts for its Cobre Panama arbitration proceedings in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets. An asset will be recognized if the Company can be virtually certain that it would receive economic benefits as a result of the Cobre Panama arbitration proceedings.

(b)	Canada Revenue Agency Audit

The CRA is conducting an audit of Franco-Nevada for the 2013-2021 taxation years.

Transfer Pricing Reassessments


	CRA Position	Taxation Years Reassessed	Potential Exposure for Tax, Interest and Penalties<br><br>(in millions)
Transfer Pricing (Mexico)<br><br>	Transfer pricing provisions in the Act apply such that a majority of the income earned by the Company’s Mexican subsidiary should be included in the income of the Company and subject to tax in Canada.<br><br>	2013-2016	For 2013-2016:<br><br>Tax: $22.1 (C$29.9)<br><br>Transfer pricing penalties: $9.0 (C$12.0)<br><br>Interest and other penalties: $17.0 (C$23.0)<br><br><br><br>The amounts set forth above do not include any potential relief under the Canada-Mexico tax treaty.<br><br><br><br>The Company’s Mexican subsidiary ceased operations after 2016 and no reassessments for this issue are expected for subsequent years.<br><br>
Transfer Pricing (Barbados)<br><br>	Transfer pricing provisions in the Act apply such that a majority of the income relating to certain precious metal streams earned by the Company’s Barbadian subsidiary should be included in the income of the Company and subject to tax in Canada.<br><br>	2014-2018<br><br><br><br>2019 (proposed)	For 2014-2018, 2019 (proposed):<br><br>Tax: $82.1 (C$110.7)<br><br>Transfer pricing penalties: $13.1 (C$17.6) for 2014-2017; $18.1 (C$24.4) for 2018-2019 under review<br><br>Interest and other penalties: $35.6 (C$47.9)<br><br><br><br>If the CRA were to reassess the 2020-2023 taxation years on the same basis:<br><br>Tax: $237.8 (C$321.0)<br><br>Transfer pricing penalties: $89.9 (C$121.4)<br><br>Interest and other penalties: $51.1 (C$69.1)<br><br>


2024 Third Quarter Financial Statements	23

(i)	Mexico (2013-2016)

Subsequently, the CRA issued revised 2013-2016 Reassessments to include transfer pricing penalties of $9.0 million (C$12.0 million). The Company has filed formal Notices of Objection with the CRA against the 2013-2016 Reassessments and has posted security in the form of cash and standby letter of credit for 50% of the reassessed amounts, as referenced in Note 9 and Note 10. The Company has commenced an appeal in the Tax Court of Canada with respect to the 2013 Reassessment and the 2014-2015 Reassessments.

The Company’s Mexican subsidiary ceased operations after 2016 and no reassessments are expected for subsequent years.

(ii)	Barbados (2014-2021)

The 2014-2015 Reassessments, 2016 Reassessment, and a Notice of Reassessment received by the Company in December 2021 for taxation year 2017 (the “2017 Reassessment”, collectively with the 2014-2015 Reassessments and the 2016 Reassessment, the “2014-2017 Reassessments”) also reassess the Company in relation to its Barbadian subsidiary. The reassessments were made on the basis of the transfer pricing provisions in the Act and assert that a majority of the income relating to certain precious metal streams earned by the Barbadian subsidiary should have been included in the income of the Company and subject to tax in Canada, resulting in additional Federal and provincial income taxes of $34.5 million (C$46.5 million) plus estimated interest (calculated to September 30, 2024) and other penalties of $16.9 million (C$22.8 million).

Subsequently, the CRA issued revised 2014-2017 Reassessments to include transfer pricing penalties of $13.1 million (C$17.6 million). The Company has filed formal Notices of Objection with the CRA against the 2014-2017 Reassessments and has posted security in the form of cash and standby letter of credit for 50% of the reassessed amounts, as referenced in Note 9 and Note 10. The Company has commenced an appeal in the Tax Court of Canada with respect to the 2014-2015 Reassessments.

On November 10, 2023, the Company received a letter from the CRA (the “Proposal Letter”) proposing to reassess the 2018 and 2019 taxation years on the same basis as the 2014-2017 Reassessments, resulting in additional Federal and provincial income taxes of $16.8 million (C$22.7 million) for 2018 and $30.8 million (C$41.5 million) for 2019 plus estimated interest (calculated to September 30, 2024) and other penalties of $7.4 million (C$9.9 million) for 2018 and $11.3 million (C$15.2 million) for 2019. The Proposal Letter did not include transfer pricing penalties which are currently under review. If the CRA were to apply transfer pricing penalties, the Company estimates that the amounts would be approximately $6.5 million (C$8.8 million) for 2018 and $11.6 million (C$15.6 million) for 2019. On December 6, 2023, the Company received a Notice of Reassessment for the 2018 taxation year (the “2018 Reassessment”, and collectively with the 2013-2016 Reassessments and the 2017 Reassessment, the “Transfer Pricing Reassessments”) as proposed. The Company has filed a formal Notice of Objection with the CRA against the 2018 Reassessment and has posted security in the form of cash for 50% of the reassessed amounts, as referenced in Note 9. The Company does not agree with the Proposal Letter and intends to file a formal Notice of Objection when the CRA issues a Notice of Reassessment for the 2019 taxation year.


2024 Third Quarter Financial Statements	24

Note 24 – Subsequent Events

(a)	Option to Acquire Royalty with Brazil Potash Corp. – Brazil

Subsequent to quarter-end, on November 1, 2024, the Company 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 project in Brazil.

(b)	CRA Audit

Subsequent to quarter-end, the CRA expanded its audit to include the 2021 taxation year. The Company has not received any proposal or Notice of Reassessment for the 2021 taxation year in connection with this audit. Please refer to Note 23 (b) for further details.


2024 Third Quarter Financial Statements	25

***

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Paul Brink, President & Chief Executive Officer of Franco-Nevada Corporation, certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Franco-Nevada Corporation (the “issuer”) for the interim period ended September 30, 2024.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control — Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

5.2 N/A

5.3 N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 6, 2024




/s/ Paul Brink
Paul Brink, President & Chief Executive Officer
Franco-Nevada Corporation

Exhibit 99.5

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Sandip Rana, Chief Financial Officer of Franco-Nevada Corporation, certify the following:

Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Franco-Nevada Corporation (the “issuer”) for the interim period ended September 30, 2024.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

5.2 N/A

5.3 N/A

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2024 and ended on September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 6, 2024




/s/ Sandip Rana
Sandip Rana, Chief Financial Officer
Franco-Nevada Corporation