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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

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

SECURITIES EXCHANGE ACT OF 1934

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For the month of August 2024

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Commission File Number 001-35286

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FRANCO-NEVADA CORPORATION

(Translation of registrant’s name into English)

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

(Address of principal executive offices)

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

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Form 20-F   ◻

Form 40-F   ⌧

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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).

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INDEX TO EXHIBITS

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99.1

News Release dated August 13, 2024 – Franco-Nevada Reports Q2 2024 Results

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99.2

Management’s Discussion and Analysis for the three and six months ended June 30, 2024

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99.3

Interim Consolidated Financial Statements for the three and six months ended June 30, 2024

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99.4

Certification of Chief Executive Officer

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99.5

Certification of Chief Financial Officer

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101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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101.SCH

XBRL Taxonomy Extension Schema Document

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101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

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101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

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101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

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101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

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104

Coverage Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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2

SIGNATURE

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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.

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FRANCO-NEVADA CORPORATION

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/s/ Lloyd Hong

Date: August 13, 2024

Lloyd Hong

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Chief Legal Officer & Corporate Secretary

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3

Exhibit 99.1  

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Graphic

Graphic

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NEWS RELEASE

Toronto, August 13, 2024

(in U.S. dollars unless otherwise noted)

Franco-Nevada Reports Q2 2024 Results

New Mine Start-ups and Acquisitions

“Franco-Nevada benefited from record gold prices in the quarter and realized higher revenues and cash from operations compared to Q1 2024,” stated Paul Brink, CEO. “However, our year over year results were lower without the contribution from Cobre Panama and due to lower production at Candelaria and Antapaccay. Results for the second quarter include a catch-up of higher tax rates due to tax measures enacted in response to the OECD’s Global Minimum Tax initiative. In the second half of the year, we expect stronger contributions from Candelaria and growing contributions from Tocantinzinho, Greenstone and Salares Norte which have all recently commenced production. We expect to be at the lower end of our GEO guidance range, taking into account lower relative prices from our other commodities. We are pleased to have added two potentially long-life assets to the portfolio subsequent to the quarter: a gold stream on SolGold’s Cascabel copper-gold development project in Ecuador and an existing royalty on Newmont’s Yanacocha operations in Peru.”

Financial Highlights – Q2 2024 compared Q2 2023

●110,264 GEOs sold in the quarter, a decrease of 35% (16% decrease excluding Cobre Panama)
●$260.1 million in revenue, a decrease of 21% (1% increase excluding Cobre Panama)
●$221.9 million in Adjusted EBITDA, or $1.15/share, a decrease of 20% (2% increase excluding Cobre Panama)
●$194.4 million in operating cash flow, a decrease of 26%
●$69.8 million of additional income tax expense resulting from tax measures enacted in relation to the Global Minimum Tax (“GMT”) initiative, of which $23.9 million is current tax expense and $45.9 million is non-cash deferred tax expense
●$79.5 million in net income, or $0.41/share, a decrease of 57%
●$144.9 million in Adjusted Net Income, or $0.75/share, a decrease of 21%
●Quarterly dividend of $0.36/share effective Q1 2024, an increase of 5.88%
●Strong financial position with no debt and $2.4 billion in available capital as at June 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
●Partnering with our operators on community and ESG initiatives
●40% diverse representation at the Board and top leadership levels as a group

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
●Long-life mineral resources and mineral reserves

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
●Strong pipeline of precious metal and diversified opportunities

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Quarterly revenue and GEOs sold by commodity

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Q2 2024

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Q2 2023

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GEOs Sold

    

Revenue

    

GEOs Sold

 

Revenue

    

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#

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(in millions)

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#

 

(in millions)

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PRECIOUS METALS

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Gold

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66,999

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$

156.9

 

108,817

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$

213.9

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Silver

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12,001

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28.1

 

18,139

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35.4

 

PGM

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3,350

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8.0

 

5,077

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9.9

 

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82,350

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$

193.0

 

132,033

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$

259.2

 

DIVERSIFIED

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Iron ore

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5,155

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$

12.0

 

5,108

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$

10.1

 

Other mining assets

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659

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1.7

 

2,691

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5.1

 

Oil

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16,463

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35.9

 

19,751

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36.9

 

Gas

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4,009

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10.8

 

6,583

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14.2

 

NGL

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1,628

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4.2

 

2,349

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4.4

 

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27,914

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$

64.6

 

36,482

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$

70.7

 

Revenue from royalty, stream and working interests

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110,264

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$

257.6

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168,515

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$

329.9

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Interest revenue and other interest income

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—

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$

2.5

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—

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$

—

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Total revenue

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110,264

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$

260.1

 

168,515

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$

329.9

 

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Year-to-date revenue and GEOs sold by commodity

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H1 2024

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H1 2023

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GEOs Sold

    

Revenue

    

GEOs Sold

 

Revenue

    

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#

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(in millions)

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#

 

(in millions)

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PRECIOUS METALS

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Gold

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144,561

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$

317.8

 

199,539

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$

386.1

 

Silver

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23,689

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53.0

 

32,952

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64.0

 

PGM

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7,118

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16.2

 

10,780

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21.3

 

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175,368

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$

387.0

 

243,271

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$

471.4

 

DIVERSIFIED

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Iron ore

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12,456

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$

26.8

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12,182

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$

23.2

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Other mining assets

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2,155

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4.7

 

3,758

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7.1

 

Oil

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30,347

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62.1

 

33,921

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64.0

 

Gas

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8,874

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23.1

 

15,701

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31.1

 

NGL

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3,961

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9.5

 

5,013

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9.4

 

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57,793

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$

126.2

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70,575

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$

134.8

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Revenue from royalty, stream and working interests

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233,161

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$

513.2

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313,846

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$

606.2

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Interest revenue and other interest income

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—

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$

3.7

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—

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$

—

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Total revenue

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233,161

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$

516.9

 

313,846

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$

606.2

 

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In Q2 2024, we recognized $260.1 million in revenue, down 21.2% from Q2 2023 (up 0.7% 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 Antapaccay, Candelaria and our Energy assets. Precious Metal revenue accounted for 74.2% of our revenue (60.3% gold, 10.8% silver, 3.1% PGM). Revenue was sourced 81.8% from the Americas (35.9% South America, 6.5% Central America & Mexico, 19.7% U.S. and 19.7% Canada).

Guidance

We expect to be at the lower end of our 2024 Total GEO sales guidance range of 480,000 to 540,000 GEOs. Our Diversified assets are expected to contribute fewer GEOs than initially anticipated based on the revised commodity prices we assume for the remainder of the year ($2,300/oz Au, $27.50/oz Ag, $950/oz Pt, $900/oz Pd, $110/tonne Fe 62% CFR China, $75/bbl WTI oil and $2.25/mcf Henry Hub natural gas). With respect to our Precious Metal assets, we anticipate stronger deliveries in the later half of the year. Production at Candelaria is forecasted to be more heavily weighted to H2 2024, and we expect to benefit from the ramp-up of production at several new mines, including Tocantinzinho, Greenstone and Salares Norte.

Environmental, Social and Governance (“ESG”) Updates

During the quarter, Franco-Nevada was named on the Corporate Knights’ 2024 list of the Best 50 Corporate Citizens in Canada. As part of the Cascabel stream transaction, Franco-Nevada (Barbados) Corporation agreed to partner with SolGold plc on environmental and social initiatives in the vicinity of the project for $750,000 over a 3-year period on a 70%/30% basis with Osisko Gold Royalties. We continue to expand our community engagement and contributions with existing partners, including teaming up with Nevada Gold Mines to provide funding for an oncology infusion center in Elko, Nevada.

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GMT Updates

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.

In May 2024, the Government of Barbados enacted legislation to implement tax measures also in response to the OECD’s Pillar Two global minimum tax initiative. The measures include an increase of the Barbados corporate tax rate to 9% and the introduction of a Qualified Domestic Minimum Top-Up Tax, which, together, aim to ensure that the Barbados effective tax rate payable by an entity subject to Pillar Two is at least 15% for tax years beginning on or after January 1, 2024.

As a result of these changes, the Company recognized an additional $69.8 million of income tax expense in Q2 2024, of which $23.9 million is current tax expense and $45.9 million is deferred tax expense.

For purposes of computing Adjusted Net Income2 for Q2 2024 and H1 2024, we have adjusted amounts which were not related to the respective periods so that users may understand what net income would have been had it only included income tax expense related to income earned in the current periods. Please refer to the reconciliation provided at the end of this news release or to our Q2 2024 MD&A for further details.

Portfolio Additions

●Acquisition of Royalty on Yanacocha Operations: Subsequent to quarter-end, on August 13, 2024, we 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 consists 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. Franco-Nevada will also hold 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 is effective July 1, 2024, and initial contributions to Franco-Nevada are expected in Q3 2024. Newmont’s guidance anticipates production of 290,000 gold ounces for 2024.
●Acquisition of Gold Stream on Cascabel Copper-Gold Project: As previously announced, subsequent to quarter-end, 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 has partnered with Osisko Gold Royalties’ subsidiary, Osisko Bermuda Limited (“Osisko”), to provide a syndicated 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. Please refer to our news release dated July 15, 2024 for further details.
●Term Loan with EMX Royalty Corporation: On June 19, 2024, we entered into a term loan agreement with EMX of $35 million. The EMX Term Loan was funded subsequent to quarter-end, on August 9, 2024.
●Private Placement with G Mining Ventures: 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. La Mancha Investments S.à r.l. completed a concurrent $25 million private placement with total proceeds to G Mining of $50 million. The placement is related to G Mining Ventures’ business combination with Reunion Gold and advancement of the Oko West gold development project in Guyana.
●Term Loan with SolGold: On May 13, 2024, we provided a $10 million term loan to SolGold plc. The term loan was repaid subsequent to quarter-end, on July 17, 2024.
●Term Loan with G Mining Ventures: On April 19, 2024, we funded a second and final draw of $33 million under our term loan commitment to G Mining Ventures, thereby fulfilling our $75 term loan commitment. The term loan is part of a financing package we provided to G Mining Ventures in July 2022 in connection with the Tocantinzinho gold project, in Brazil.
●Financing Package with Scottie Resources: 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). Additionally, we acquired 5,422,994 common shares of Scottie for an aggregate of $0.7 million (C$1.0 million).

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Q2 2024 Portfolio Updates

Precious Metal assets: GEOs sold from our Precious Metal assets were 82,350, compared to 132,033 GEOs in Q2 2023. Lower contributions from Cobre Panama, Antapaccay and Candelaria were partly offset by higher GEO sales from Condestable, MWS and newly constructed mines.

South America:

●Candelaria (gold and silver stream) – GEOs delivered and sold in Q2 2024 were lower than those sold in Q2 2023. During the quarter, 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. With access to higher grade ore anticipated in the second half of 2024, Lundin Mining anticipates stronger production in H2 2024 and have maintained their production guidance for Candelaria.
●Antapaccay (gold and silver stream) – GEOs delivered and sold were lower in Q2 2024 compared to Q2 2023. Mine scheduling was adjusted in part due to a geotechnical event which temporarily limited pit access, resulting in lower production in H1. Glencore anticipates stronger production in H2 2024. Deliveries to Franco-Nevada, which may vary from production levels due to the timing of shipments, are expected to be within our initial expectations for 2024 of 50,000 to 60,000 GEOs.
●Antamina (22.5% silver stream) – GEOs delivered and sold were lower in Q2 2024 compared to Q2 2023 as mining is occurring in areas with lower silver grades as anticipated in the life of mine plan.
●Condestable (gold and silver stream) – We sold 6,149 GEOs in Q2 2024, compared to 3,043 GEOs sold Q2 2023. GEO sold in the current period included ounces delivered late in Q1 2024 and held in inventory at March 31, 2024.
●Tocantinzinho (gold stream) – On July 9, 2024, G Mining Ventures announced it poured first gold and that it remained on track for commercial production in H2 2024. Franco-Nevada received its first deliveries from Tocantinzinho at the end of July 2024. According to the 2022 feasibility study, the project is expected to produce an average of 196,000 ounces of gold annually for the first five years.
●Salares Norte (1-2% royalties) – During the quarter, Franco-Nevada received its first royalty payment from Salares Norte, where gold-silver doré was first poured on March 28, 2024. Commissioning and ramp-up of the project have been impacted by earlier than planned winter conditions. Gold Fields revised its 2024 gold equivalent production to between 90,000 and 180,000 ounces (previously between 220,000 and 240,000 ounces).
●Posse (Mara Rosa) (1% royalty) – Hochschild Mining announced that the Mara Rosa mine reached commercial production in mid-May 2024 and that the processing plant has already reached nominal capacity of 7,000 tonnes per day. Optimisation initiatives are in place to reach stable throughput of 8,000 tonnes per day.
●Cascabel (gold stream and 1% royalty) – In June 2024, SolGold announced the signing of an exploitation contract with the government of Ecuador which establishes key legal and financial terms required for the development of the Cascabel project.

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. On July 1, 2024, the new president of Panama, José Raúl Mulino, was inaugurated into office. In his inauguration speech, President Mulino announced that the Government of Panama will conduct, with international experts, a strict environmental audit of the Cobre Panama mine.
●Guadalupe-Palmarejo (50% gold stream) – GEOs sold from Guadalupe-Palmarejo in Q2 2024 were relatively consistent with those sold in Q2 2023.

U.S.:

●Goldstrike (2-4% royalties & 2.4-6% NPI) – GEOs from our Goldstrike royalties increased in Q2 2024 compared to Q2 2023 due to more open pit stockpile tons being processed and a greater proportion of underground production taking place on royalty ground.
●Stillwater (5% royalty) – GEOs from our Stillwater royalty decreased in Q2 2024 compared to Q2 2023 as the decline in PGM prices more than offset higher production at the mine. In July 2024, Sibanye-Stillwater reported that its US PGM operations had been impacted by a cyber-attack but that it expected to promptly resume full operations, with accumulated stockpiles expected to be processed in due course.
●Bald Mountain (0.875-5% royalties) – GEOs from our Bald Mountain royalties were higher in Q2 2024 than in Q2 2023 due to mine sequencing.
●Marigold (0.5-5% royalties) – GEOs from our Marigold royalties were lower in Q2 2024 than in Q2 2023 as production is taking place on ground that carries a lower royalty rate. Production is anticipated to progress to higher royalty rate ground in 2027 through the end of the current mine life.

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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 has also approved the development of a two-kilometre exploration ramp to collect a bulk sample and to facilitate infill and expansion drilling of the current underground mineral resource.
●Hemlo (3% royalty & 50% NPI) – GEOs from our Hemlo royalties were lower than in Q2 2023 reflecting higher underground mining costs. Barrick anticipates production at Hemlo to improve relative to 2023, where production was impacted by interruptions to the underground operations.
●Macassa (Kirkland Lake) (1.5-5.5% royalty & 20% NPI) – GEOs from Macassa were higher in Q2 2024 than in Q2 2023 due an increase in production. Throughput was higher in the quarter as a result of increased productivity from a larger workforce, new ventilation structure, and improved equipment availability, and the addition of ore sourced from the Near Surface deposit, partially offset by lower grades.
●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.
●Greenstone (3% royalty) – During the quarter, Franco-Nevada received its first royalty payment from Greenstone. Equinox Gold announced that its 100% owned Greenstone mine achieved its inaugural gold pour on schedule on May 22, 2024, with commercial production expected by the end of Q3 2024. Greenstone is expected to produce between 175,000 and 205,000 gold ounces in 2024, and average annual production of approximately 400,000 gold ounces for the first five years.
●Canadian Malartic (1.5% royalty) – Agnico Eagle reported that ramp development continued to exceed target, reaching the third production level of East Gouldie in Q2 2024. Exploration drilling continued to return positive results to the east and west of the existing East Gouldie mineral resources, demonstrating the potential to add inferred mineral resources.
●Valentine Gold (3% royalty) – Calibre Mining announced a 100,000-metre resource expansion and discovery drill program at the Valentine Gold project. Production is expected to commence in Q2 2025 and average 195,000 gold ounces per year over an initial mine life of 12 years.

Rest of World:

●MWS (25% stream) – GEOs delivered and sold from our MWS stream were higher than in Q2 2023 reflecting an increase in tonnes processed and higher recoveries. We continue to anticipate the stream reaching its cap of 312,500 ounces in Q4 2024.
●Subika (Ahafo) (2% royalty) – GEOs from our Subika (Ahafo) royalty were higher than in Q2 2023 as production at Subika increased due to higher open pit grade and stronger underground mining rates.
●Séguéla (0.6% royalty) – Fortuna reported that production during the quarter was impacted by intermittent power outages, largely mitigated by higher grade feed and the mill operating above nameplate capacity.

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Diversified assets: Our Diversified assets, primarily comprising our Iron Ore and Energy interests, generated $64.6 million in revenue, down from $70.7 million in Q2 2023.

Iron Ore:

●Vale Royalty (iron ore royalty) – Revenue from the Vale royalty was relatively consistent with Q2 2023. While the Northern System benefited from record production at S11D, the impact was offset by lower production at Serra Norte and higher estimated shipping cost deductions.
●LIORC – LIORC declared a cash dividend of C$1.10 per common share in the current period, compared to C$0.65 in Q2 2023. Production from Iron Ore Company of Canada was higher when compared to the prior year period which was impacted by wildfires in Northern Quebec.
●Caserones (0.517% effective NSR) – GEOs from our interest in Caserones were lower in Q2 2024 than in Q2 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 Q2 2023.

Energy:

●U.S. (various royalty rates) – Revenue from our U.S. Energy interests decreased compared to Q2 2023. While revenue from our oil assets was consistent with the prior year, revenue from our gas assets declined. Contribution from our new Haynesville gas acquisition was offset by lower realized gas prices and volumes at our existing Haynesville assets. Revenue in the prior year period had also included $7.0 million in catch-up royalty payments related to new wells in the Permian Basin.

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●Canada (various royalty rates) – Revenue from our Canadian Energy interests was higher than in Q2 2023. Production at our Orion asset increased relative to the prior year period, and our Weyburn NRI benefited from higher realized prices and lower expenses.

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 September 26, 2024, to shareholders of record on September 12, 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.

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 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 Q2 2024 results. Interested investors are invited to participate as follows:

Conference Call and Webcast:

August 14th 8:00 am ET

Dial-in Numbers:

Toll-Free: 1-888-390-0546

International: 416-764-8688

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/4bPqwE1

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Webcast:

www.franco-nevada.com

Replay (available until August 21st):

Toll-Free: 1-888-390-0541

International: 416-764-8677

Pass code: 676469 #

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:

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Sandip Rana

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Chief Financial Officer

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(416) 306-6303

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info@franco-nevada.com

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6


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.

​

​

7


ENDNOTES:

1GEOs: 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 Q2 2024, the average commodity prices were as follows: $2,338/oz gold (Q2 2023 - $1,978), $28.86/oz silver (Q2 2023 - $24.18), $981/oz platinum (Q2 2023 - $1,028) and $972/oz palladium (Q2 2023 - $1,449), $110/t Fe 62% CFR China (Q2 2023 - $112), $80.57/bbl WTI oil (Q2 2023 - $73.78) and $2.34/mcf Henry Hub natural gas (Q2 2023 - $2.32). For H1 2024 prices, the average commodity prices were as follows: $2,205/oz gold (H1 2023 - $1,933), $26.11/oz silver (H1 2023 - $23.37), $945/oz platinum (H1 2023 - $1,011) and $975/oz palladium (H1 2023 - $1,508), $118/t Fe 62% CFR China (H1 2023 - $118), $78.77/bbl WTI oil (H1 2023 - $74.95) and $2.22/mcf Henry Hub natural gas (H1 2023 - $2.54).
2NON-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 six months ended June 30, 2024 dated August 13, 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.

​

​

8


​

Reconciliation of Non-GAAP Financial Measures:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

​

​

​

June 30, 

​

​

June 30, 

​

(expressed in millions, except per share amounts)

    

2024

    

    

2023

    

    

2024

    

    

2023

  

Net income

​

$

79.5

​

​

$

184.5

​

​

$

224.0

​

​

$

341.0

​

Gain on disposal of royalty interests

​

​

—

​

​

​

—

​

​

​

(0.3)

​

​

​

(3.7)

​

Foreign exchange loss (gain) and other expenses (income)

​

​

9.8

​

​

​

(1.7)

​

​

​

11.4

​

​

​

(3.9)

​

Tax effect of adjustments

​

​

(2.0)

​

​

​

0.1

​

​

​

(2.0)

​

​

​

1.7

​

Other tax related adjustments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deferred tax expense related to the remeasurement of deferred tax liability due to changes in Barbados tax rate

​

​

49.1

​

​

​

—

​

​

​

49.1

​

​

​

—

​

Q1 2024 retroactive impact of GMT

​

​

9.9

​

​

​

—

​

​

​

—

​

​

​

—

​

Change in unrecognized deductible temporary differences

​

​

(1.4)

​

​

​

—

​

​

​

(1.4)

​

​

​

—

​

Adjusted Net Income

​

$

144.9

​

​

$

182.9

​

​

$

280.8

​

​

$

335.1

​

Basic weighted average shares outstanding

​

​

192.3

​

​

​

191.9

​

​

​

192.2

​

​

​

191.9

​

Adjusted Net Income per share

​

$

0.75

​

​

$

0.95

​

​

$

1.46

​

​

$

1.75

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

​

​

​

June 30, 

​

​

June 30, 

​

(expressed in millions, except Adjusted Net Income Margin)

    

2024

    

    

2023

    

    

2024

    

    

2023

  

Adjusted Net Income

​

$

144.9

​

​

$

182.9

​

​

$

280.8

​

​

$

335.1

​

Revenue

​

 

260.1

​

​

 

329.9

​

​

 

516.9

​

​

 

606.2

​

Adjusted Net Income Margin

​

 

55.7

%

​

 

55.4

%

​

 

54.3

%

​

 

55.3

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

 

​

​

June 30, 

​

​

June 30, 

​

(expressed in millions, except per share amounts)

    

2024

    

    

2023

    

    

2024

    

    

2023

  

Net income

​

$

79.5

​

​

$

184.5

​

​

$

224.0

​

​

$

341.0

​

Income tax expense

​

​

95.3

​

​

​

27.0

​

​

​

122.8

​

​

​

54.6

​

Finance expenses

​

​

0.6

​

​

​

0.7

​

​

​

1.2

​

​

​

1.4

​

Finance income

​

​

(16.2)

​

​

​

(10.0)

​

​

​

(32.2)

​

​

​

(20.5)

​

Depletion and depreciation

​

​

52.9

​

​

​

75.1

​

​

​

111.1

​

​

​

136.1

​

Gain on disposal of royalty interests

​

​

—

​

​

​

—

​

​

​

(0.3)

​

​

​

(3.7)

​

Foreign exchange loss (gain) and other expenses (income)

​

​

9.8

​

​

​

(1.7)

​

​

​

11.4

​

​

​

(3.9)

​

Adjusted EBITDA

​

$

221.9

​

​

$

275.6

​

​

$

438.0

​

​

$

505.0

​

Basic weighted average shares outstanding

​

​

192.3

​

​

​

191.9

​

​

​

192.2

​

​

​

191.9

​

Adjusted EBITDA per share

​

$

1.15

​

​

$

1.44

​

​

$

2.28

​

​

$

2.63

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

​

​

​

June 30, 

​

​

June 30, 

​

(expressed in millions, except Adjusted EBITDA Margin)

    

2024

  

  

2023

  

  

2024

  

  

2023

  

Adjusted EBITDA

​

$

221.9

​

​

$

275.6

​

​

$

438.0

​

​

$

505.0

​

Revenue

​

 

260.1

​

​

 

329.9

​

​

 

516.9

​

​

 

606.2

​

Adjusted EBITDA Margin

​

 

85.3

%

​

 

83.5

%

​

 

84.7

%

​

 

83.3

%

​

​

​

9


FRANCO-NEVADA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in millions of U.S. dollars)

​

​

​

​

​

​

​

​

​

​

​

​

At June 30, 

​

​

At December 31, 

​

​

​

2024

  

    

2023

  

ASSETS

​

​

​

​

​

​

​

​

Cash and Cash equivalents

​

$

1,439.0

​

​

$

1,421.9

​

Receivables

​

 

120.9

​

​

 

111.0

​

Loans receivable

​

 

10.2

​

​

 

—

​

Gold bullion, prepaid expenses and other current assets

​

 

98.2

​

​

 

82.4

​

Current assets

​

$

1,668.3

​

​

$

1,615.3

​

​

​

​

​

​

​

​

​

​

Royalty, stream and working interests, net

​

$

4,031.1

​

​

$

4,027.1

​

Investments

​

 

278.0

​

​

 

254.5

​

Loans receivable

​

​

75.7

​

​

​

24.8

​

Deferred income tax assets

​

 

35.4

​

​

 

37.0

​

Other assets

​

 

52.7

​

​

 

35.4

​

Total assets

​

$

6,141.2

​

​

$

5,994.1

​

​

​

​

​

​

​

​

​

​

LIABILITIES

​

​

​

​

​

​

​

​

Accounts payable and accrued liabilities

​

$

30.1

​

​

$

30.9

​

Current income tax liabilities

​

 

27.2

​

​

 

8.3

​

Current liabilities

​

$

57.3

​

​

$

39.2

​

​

​

​

​

​

​

​

​

​

Deferred income tax liabilities

​

$

234.1

​

​

$

180.1

​

Other liabilities

​

​

4.6

​

​

​

5.7

​

Total liabilities

​

$

296.0

​

​

$

225.0

​

​

​

​

​

​

​

​

​

​

SHAREHOLDERS’ EQUITY

​

​

​

​

​

​

​

​

Share capital

​

$

5,753.9

​

​

$

5,728.2

​

Contributed surplus

​

 

20.3

​

​

 

20.6

​

Retained earnings

​

 

294.0

​

​

 

212.3

​

Accumulated other comprehensive loss

​

 

(223.0)

​

​

 

(192.0)

​

Total shareholders’ equity

​

$

5,845.2

​

​

$

5,769.1

​

Total liabilities and shareholders’ equity

​

$

6,141.2

​

​

$

5,994.1

​

​

​

​

​

​

​

​

​

​

The unaudited condensed consolidated interim financial statements and accompanying notes can be found in our Q2 2024 Quarterly Report available on our website

​

​

10


FRANCO-NEVADA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

​

​

June 30, 

​

​

June 30, 

​

  

2024

    

    

2023

    

​

2024

    

    

2023

Revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue from royalty, streams and working interests

​

$

257.6

​

​

​

329.9

​

​

$

513.2

​

​

$

606.2

Interest revenue

​

​

2.2

​

​

​

—

​

​

​

3.1

​

​

​

—

Other interest income

​

​

0.3

​

​

​

—

​

​

​

0.6

​

​

​

—

Total revenue

​

​

260.1

​

​

​

329.9

​

​

$

516.9

​

​

$

606.2

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Costs of sales

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Costs of sales

​

$

29.1

​

​

$

47.1

​

 

$

62.7

​

​

$

85.3

Depletion and depreciation

​

​

52.9

​

​

 

75.1

​

 

​

111.1

​

​

 

136.1

Total costs of sales

​

$

82.0

​

​

$

122.2

​

​

$

173.8

​

​

$

221.4

Gross profit

​

$

178.1

​

​

$

207.7

​

​

$

343.1

​

​

$

384.8

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other operating expenses (income)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

General and administrative expenses

​

$

8.4

​

​

$

6.2

​

 

$

14.1

​

​

$

12.4

Share-based compensation expenses

​

​

1.8

​

​

​

2.4

​

​

​

4.6

​

​

​

5.6

Gain on disposal of royalty interests

​

​

—

​

​

​

—

​

 

​

(0.3)

​

​

​

(3.7)

Gain on sale of gold bullion

​

​

(1.1)

​

​

​

(1.4)

​

 

​

(2.5)

​

​

​

(2.1)

Total other operating expenses

​

$

9.1

​

​

$

7.2

​

 

$

15.9

​

​

$

12.2

Operating income

​

$

169.0

​

​

$

200.5

​

 

$

327.2

​

​

$

372.6

Foreign exchange (loss) gain and other (expenses) income

​

$

(9.8)

​

​

$

1.7

​

 

$

(11.4)

​

​

$

3.9

Income before finance items and income taxes

​

$

159.2

​

​

$

202.2

​

 

$

315.8

​

​

$

376.5

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Finance items

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Finance income

​

$

16.2

​

​

$

10.0

​

 

$

32.2

​

​

$

20.5

Finance expenses

​

​

(0.6)

​

​

 

(0.7)

​

 

​

(1.2)

​

​

 

(1.4)

Net income before income taxes

​

$

174.8

​

​

$

211.5

​

 

$

346.8

​

​

$

395.6

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income tax expense

​

​

95.3

​

​

 

27.0

​

 

​

122.8

​

​

 

54.6

Net income

​

$

79.5

​

​

$

184.5

​

​

$

224.0

​

​

$

341.0

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other comprehensive income (loss), net of taxes

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Items that may be reclassified subsequently to profit and loss:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Currency translation adjustment

​

$

(12.3)

​

​

$

30.3

​

 

$

(51.5)

​

​

$

29.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Items that will not be reclassified subsequently to profit and loss:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gain (loss) on changes in the fair value of equity investments

​

​

​

​

​

 

​

​

 

​

​

​

​

 

​

at fair value through other comprehensive income ("FVTOCI"),

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

net of income tax

​

​

15.4

​

​

​

(5.8)

​

​

​

17.2

​

​

​

1.0

Other comprehensive income (loss), net of taxes

​

$

3.1

​

​

$

24.5

​

 

$

(34.3)

​

​

$

30.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Comprehensive income

​

$

82.6

​

​

$

209.0

​

​

$

189.7

​

​

$

371.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

$

0.41

​

​

$

0.96

​

​

$

1.17

​

​

$

1.78

Diluted

​

$

0.41

​

​

$

0.96

​

​

$

1.16

​

​

$

1.77

Weighted average number of shares outstanding

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

192.3

​

​

​

191.9

​

​

​

192.2

​

​

​

191.9

Diluted

​

​

192.5

​

​

​

192.2

​

​

​

192.4

​

​

​

192.2

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The unaudited condensed consolidated interim financial statements and accompanying notes can be found in our Q2 2024 Quarterly Report available on our website

​

11


FRANCO-NEVADA CORPORATION

CONDENSE CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

​

​

​

​

​

​

​

​

​

​

​

​

For the six months ended

​

​

​

June 30, 

​

​

    

2024

  

    

2023

  

Cash flows from operating activities

​

​

​

​

​

​

​

​

Net income

​

$

224.0

​

​

$

341.0

​

Adjustments to reconcile net income to net cash provided by operating activities:

​

​

​

​

​

​

​

​

Interest revenue

​

​

(3.1)

​

​

​

—

​

Other interest income

​

​

(0.6)

​

​

​

—

​

Depletion and depreciation

​

 

111.1

​

​

 

136.1

​

Share-based compensation expenses

​

 

2.9

​

​

 

3.2

​

Gain on disposal of royalty interests

​

 

(0.3)

​

​

 

(3.7)

​

Unrealized foreign exchange loss (gain)

​

 

7.8

​

​

 

(3.5)

​

Deferred income tax expense

​

​

56.3

​

​

 

15.1

​

Other non-cash items

​

 

(0.3)

​

​

 

(2.0)

​

Acquisition of gold bullion

​

​

(32.4)

​

​

​

(25.2)

​

Proceeds from sale of gold bullion

​

 

16.6

​

​

 

18.6

​

Changes in other assets

​

 

(17.4)

​

​

 

—

​

Operating cash flows before changes in non-cash working capital

​

$

364.6

​

​

$

479.6

​

Changes in non-cash working capital:

​

​

​

​

​

​

​

​

Increase in receivables

​

$

(9.9)

​

​

$

(8.7)

​

Decrease (increase) in prepaid expenses and other

​

 

2.5

​

​

 

(4.0)

​

Increase in current liabilities

​

 

15.7

​

​

 

4.8

​

Net cash provided by operating activities

​

$

372.9

​

​

$

471.7

​

​

​

​

​

​

​

​

​

​

Cash flows used in investing activities

​

​

​

​

​

​

​

​

Acquisition of royalty, stream and working interests

​

$

(163.1)

​

​

$

(270.8)

​

Advances of loans receivable

​

​

(83.5)

​

​

​

—

​

Acquisition of investments

​

 

(11.0)

​

​

 

(0.5)

​

Proceeds from repayment of loan receivable

​

​

18.9

​

​

​

—

​

Proceeds from sale of royalty interests

​

​

11.2

​

​

​

7.0

​

Proceeds from sale of investments

​

 

1.1

​

​

 

1.9

​

Acquisition of energy well equipment

​

 

(0.7)

​

​

 

(0.8)

​

Acquisition of property and equipment

​

​

(0.1)

​

​

​

—

​

Net cash used in investing activities

​

$

(227.2)

​

​

$

(263.2)

​

​

​

​

​

​

​

​

​

​

Cash flows used in financing activities

​

​

​

​

​

​

​

​

Payment of dividends

​

$

(119.2)

​

​

$

(116.4)

​

Proceeds from exercise of stock options

​

 

2.7

​

​

 

2.9

​

Revolving credit facility amendment costs

​

 

(0.8)

​

​

​

—

​

Net cash used in financing activities

​

$

(117.3)

​

​

$

(113.5)

​

Effect of exchange rate changes on cash and cash equivalents

​

$

(11.3)

​

​

$

3.6

​

Net change in cash and cash equivalents

​

$

17.1

​

​

$

98.6

​

Cash and cash equivalents at beginning of period

​

$

1,421.9

​

​

$

1,196.5

​

Cash and cash equivalents at end of period

​

$

1,439.0

​

​

$

1,295.1

​

​

​

​

​

​

​

​

​

​

Supplemental cash flow information:

​

​

​

​

​

​

​

​

Income taxes paid

​

$

42.5

​

​

$

50.9

​

Dividend income received

​

$

4.2

​

​

$

5.6

​

Interest and standby fees paid

​

$

1.0

​

​

$

1.2

​

​

​

The unaudited condensed consolidated interim financial statements and accompanying notes can be found in our Q2 2024 Quarterly Report available on our website

12


​

Exhibit 99.2

Graphic

​


​

​

​

​

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 August 13, 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 six months ended June 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 six months ended June 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

3

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 August 13, 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.

Graphic

​

​

​

​

Second 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 H1 2024, 74.9% of our revenue was earned from precious metals and 81.0% was earned from mining assets.

One of the strengths of Franco-Nevada’s 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 H1 2024, these interests accounted for 91.6% 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.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

4

​


Selected Financial Information

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

  

​

For the six months ended

​

(in millions, except Average Gold Price, GEOs sold, Adjusted EBITDA Margin,

​

​

June 30, 

​

​

June 30, 

​

Adjusted Net Income Margin, per GEO amounts and per share amounts)

    

  

2024

  

​

2023

  

  

2024

  

  

2023

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Statistical Measures

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Average Gold Price

​

​

$

2,338

​

​

$

1,978

​

​

$

2,205

​

​

$

1,933

​

GEOs sold(1)

​

​

 

110,264

​

​

 

168,515

​

​

 

233,161

​

​

 

313,846

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Statement of Comprehensive Income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

$

260.1

​

​

$

329.9

​

​

$

516.9

​

​

$

606.2

​

Costs of sales

​

​

 

29.1

​

​

 

47.1

​

​

 

62.7

​

​

 

85.3

​

Depletion and depreciation

​

​

 

52.9

​

​

 

75.1

​

​

 

111.1

​

​

 

136.1

​

Operating income

​

​

 

169.0

​

​

 

200.5

​

​

 

327.2

​

​

 

372.6

​

Net income

​

​

 

79.5

​

​

 

184.5

​

​

 

224.0

​

​

 

341.0

​

Basic earnings per share

​

​

$

0.41

​

​

$

0.96

​

​

$

1.17

​

​

$

1.78

​

Diluted earnings per share

​

​

$

0.41

​

​

$

0.96

​

​

$

1.16

​

​

$

1.77

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Dividends declared per share

​

​

$

0.36

​

​

$

0.34

​

​

$

0.72

​

​

$

0.68

​

Dividends declared (including DRIP)

​

​

$

69.6

​

​

$

65.5

​

​

$

139.0

​

​

$

130.9

​

Weighted average shares outstanding

​

​

 

192.3

​

​

 

191.9

​

​

 

192.2

​

​

 

191.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-GAAP Measures

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash Costs(2)

​

​

$

29.1

​

​

$

47.1

​

​

$

62.7

​

​

$

85.3

​

Cash Costs(2) per GEO sold

​

​

$

264

​

​

$

280

​

​

$

269

​

​

$

272

​

Adjusted EBITDA(2)

​

​

$

221.9

​

​

$

275.6

​

​

$

438.0

​

​

$

505.0

​

Adjusted EBITDA(2) per share

​

​

$

1.15

​

​

$

1.44

​

​

$

2.28

​

​

$

2.63

​

Adjusted EBITDA Margin(2)

​

​

 

85.3

%

​

 

83.5

%

​

 

84.7

%  

​

 

83.3

%

Adjusted Net Income(2)

​

​

$

144.9

​

​

$

182.9

​

​

$

280.8

​

​

$

335.1

​

Adjusted Net Income(2) per share

​

​

$

0.75

​

​

$

0.95

​

​

$

1.46

​

​

$

1.75

​

Adjusted Net Income Margin(2)

​

​

​

55.7

%

​

​

55.4

%

​

​

54.3

%  

​

​

55.3

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Statement of Cash Flows

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by operating activities

​

​

$

194.4

​

​

$

261.9

​

​

$

372.9

​

​

$

471.7

​

Net cash used in investing activities

​

​

$

(36.7)

​

​

$

(160.6)

​

​

$

(227.2)

​

​

$

(263.2)

​

Net cash used in financing activities

​

​

$

(59.2)

​

​

$

(56.9)

​

​

$

(117.3)

​

​

$

(113.5)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As at 

​

​

As at 

​

​

​

​

June 30, 

​

​

December 31, 

​

(expressed in millions)

    

  

2024

    

  

2023

  

Statement of Financial Position

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

$

1,439.0

​

​

$

1,421.9

​

Total assets

​

​

 

6,141.2

​

​

 

5,994.1

​

Deferred income tax liabilities

​

​

​

234.1

​

​

​

180.1

​

Total shareholders’ equity

​

​

​

5,845.2

​

​

​

5,769.1

​

Available capital(3)

​

​

​

2,420.4

​

​

​

2,402.6

​

​

1GEOs 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 six months ended June 30, 2024 and 2023.
2Cash 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.
3Available capital comprises our cash and cash equivalents and the amount available to borrow under our $1 billion revolving credit facility (the “Corporate Revolver”).

​

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Second Quarter 2024 Management’s Discussion and Analysis

5

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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 – Q2 2024 vs Q2 2023

●110,264 GEOs sold, a decrease of 34.6% (16.4% decrease excluding Cobre Panama);
●$260.1 million in revenue, a decrease of 21.2%; (0.7% increase excluding Cobre Panama);
●$29.1 million, or $264 per GEO sold, in Cash Costs, compared to $47.1 million, or $280 per GEO sold;
●$221.9 million, or $1.15 per share, of Adjusted EBITDA, a decrease of 19.5% and 20.1%, respectively (2.2% and 2.0% increases, respectively, excluding Cobre Panama);
●85.3% in Adjusted EBITDA Margin, an increase compared to 83.5%;
●$79.5 million, or $0.41 per share, in net income, a decrease of 56.9% and 57.3%, respectively. Net income in Q2 2024 included additional income tax expense of $69.8 million in relation to tax measures enacted in response to the OECD’s Global Minimum Tax (“GMT”) initiative;
●$144.9 million, or $0.75 per share, in Adjusted Net Income, a decrease of 20.8% and 21.1%, respectively. Adjusted Net Income includes a partial adjustment in relation to the additional income tax expense recognized as a result of the GMT initiative. Please refer to the “Income Tax Expense” section on page 17 of this MD&A for further details;
●55.7% in Adjusted Net Income Margin, an increase compared to 55.4%;
●$194.4 million in net cash provided by operating activities, a decrease of 25.8%;
●$1,439.0 million in cash and cash equivalents as at June 30, 2024 (December 31, 2023 – $1,421.9 million);
●$2.4 billion in available capital as at June 30, 2024 (December 31, 2023 – $2.4 billion).

Financial Update – H1 2024 vs H1 2023

●233,161 GEOs sold, a decrease of 25.7% (6.2% decrease excluding Cobre Panama);
●$516.9 million in revenue, a decrease of 14.7% (7.7% increase excluding Cobre Panama);
●$62.7 million, or $269 per GEO sold, in Cash Costs, compared to $85.3 million, or $272 per GEO sold;
●$438.0 million, or $2.28 per share, in Adjusted EBITDA, a decrease of 13.3% and 13.3%, respectively (8.8% and 8.7% increases, respectively, excluding Cobre Panama);
●84.7% in Adjusted EBITDA Margin, an increase compared to 83.3%;
●$224.0 million, or $1.17 per share, in net income, a decrease of 34.3% and 34.3%, respectively;
●$280.8 million, or $1.46 per share, in Adjusted Net Income, a decrease of 16.2% and 16.6%, respectively;
●54.3% in Adjusted Net Income Margin, a decrease compared to 55.3%;
●$372.9 million in net cash provided by operating activities, a decrease of 20.9%.

Corporate Developments

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

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

Consideration for the Yanacocha Royalty consists of $210.0 million paid in cash on closing, plus a contingent payment of $15.0 million payable in Franco-Nevada common shares (equivalent to 118,534 common shares determined as of the date of the agreement), payable upon the Conga project achieving commercial production for a full year prior to the 20th anniversary of closing. Franco-Nevada will also hold 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 is effective July 1, 2024. Yanacocha, which is currently producing from the open pit oxides, is expected to contribute GEOs to Franco-Nevada in Q3 2024. Newmont’s guidance anticipates production of 290,000 gold ounces for 2024.

​

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

Subsequent to quarter-end, 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”), have syndicated 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:

●FNB will provide $70 million and Osisko $30 million for a total of $100 million 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.

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Second Quarter 2024 Management’s Discussion and Analysis

6

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●FNB will make $455 million available and Osisko will make $195 million available for a total of $650 million 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 by SolGold in the vicinity of the project for $750,000 over a 3-year period on a 70%/30% basis with Osisko.

Private Placement with G Mining Ventures Corp.

Subsequent to quarter-end, 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. La Mancha Investments S.à r.l. completed a concurrent $25 million private placement with total proceeds to G Mining Ventures of $50 million. The placement is related to G Mining Ventures’ business combination with Reunion Gold and advancement of the Oko West gold development project in Guyana.

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 is included within other interest income for the three and six months ended June 30, 2024.

Term Loan with EMX Royalty Corporation

On June 19, 2024, we entered into a term loan agreement with EMX Royalty Corporation (“EMX”) of $35.0 million (the “EMX Term Loan”). As at June 30, 2024, no amount had been advanced under the EMX Term Loan. We advanced the full amount of the loan to EMX subsequent to quarter-end, on August 9, 2024 (net of a commitment fee equal to 1% of the principal amount).

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 subsequent to quarter-end, 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 is included within interest revenue for the three and six months ended June 30, 2024.

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Second Quarter 2024 Management’s Discussion and Analysis

7

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

On April 19, 2024, we funded a second and final advance of $33.0 million to G Mining Ventures pursuant to our term loan agreement in connection with the Tocantinzinho gold project (the “G Mining Ventures Term Loan”). Together with the initial advance of $42.0 million on January 29, 2024, we have now met our total commitment of $75.0 million under the G Mining Ventures Term Loan.

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. Interest earned on the G Mining Ventures Term Loan is included within interest revenue for the three and six months ended June 30, 2024.

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, such that our 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.

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 $5.3 million and $19.1 million for Q2 2024 and H1 2024, respectively (Q2 2023 and H1 2023 –$3.5 million and $5.9 million, respectively). As at June 30, 2024, Franco-Nevada’s cumulative investment in the Royalty Acquisition Venture totaled $469.3 million and Franco-Nevada has remaining commitments of up to $50.7 million.

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Second Quarter 2024 Management’s Discussion and Analysis

8

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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 Q2 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 Q2 2023. During the quarter, we paid total dividends of $69.6 million, of which $60.3 was paid in cash and $9.3 million was paid in common shares under our Dividend Reinvestment Plan (the “DRIP”). In H1 2024, we paid total dividends of $139.0 million, of which $119.2 million was paid in cash and $19.8 million was paid 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 $20.7 million in Q2 2024. In addition, our subsidiary recognized a deferred tax expense of approximately $49.1 million related to the remeasurement of its deferred tax liability.

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

A summary of the total income tax recognized by Franco-Nevada for the six months ended June 30, 2024 is shown below:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

 

​

​

June 30, 

​

​

June 30, 

 

​

    

2024

​

2023

  

  

2024

  

  

2023

  

Income tax expense

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Tax expense excluding impact of GMT

​

$

25.5

​

$

27.0

​

​

$

53.0

​

​

$

54.6

​

Q1 2024 retroactive impact of GMT

​

​

9.9

​

​

—

​

​

​

9.9

​

​

​

—

​

Q2 2024 impact of GMT

​

​

10.8

​

​

—

​

​

​

10.8

​

​

​

—

​

Deferred tax expense related to the remeasurement of deferred tax liability due to changes in Barbados tax rate

​

​

49.1

​

​

—

​

​

​

49.1

​

​

​

—

​

Total income tax expense

​

$

95.3

​

$

27.0

​

​

$

122.8

​

​

$

54.6

​

CRA Audit

With respect to the ongoing audit by the CRA of Franco-Nevada’s 2013-2020 taxation years, please refer to the “Contingencies” section of this MD&A for further details.

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Second Quarter 2024 Management’s Discussion and Analysis

9

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Portfolio Updates

Additional updates related to our portfolio of assets are available in our News Release issued on August 13, 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. Cobre Panama delivered a preliminary draft for the first phase of P&SM on January 16, 2024, and after MICI requested some clarifications and additional information, Cobre Panama submitted an updated and expanded preservation plan at the end of March 2024. Subsequently, in early April 2024, government delegations, including representation from various ministries undertook site inspection and verification visits.

On May 13, 2024, the Intergovernmental Commission issued its Inspection Report on the various visits and preservation plan that had been undertaken in the prior months. Amongst other things, the report recommended the approval and implementation of the key activities under the P&SM plan, including immediate export of the copper concentrate, reactivation of the power plant, and determining a means of dealing with the sulphur containing stockpiles and providing material to the tailings facility. The P&SM plan is still pending government approval, and therefore not all these aspects of the plan have been able to be implemented by First Quantum.

On July 1, 2024, the new president of Panama, José Raúl Mulino, was inaugurated into office. In his inauguration speech, President Mulino announced that the Government of Panama will conduct, with international experts, a strict environmental audit of the Cobre Panama 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.

First Gold at Tocantinzinho

G Mining Ventures announced that it achieved its first gold pour at Tocantinzinho on time and on budget on July 9, 2024 and that the project remains on track to reach commercial production in H2 2024. Franco-Nevada expects to receive initial stream deliveries from its Tocantinzinho stream in Q3 2024.

First Gold at Greenstone

Equinox Gold Corp. (“Equinox Gold”) announced that its 100% owned Greenstone mine achieved its inaugural gold pour on schedule on May 22, 2024, with commercial production expected by the end of Q3 2024. Greenstone is expected to produce between 175,000 and 205,000 gold ounces in 2024, and average annual production of approximately 400,000 gold ounces for the first five years. Franco-Nevada owns a 3% NSR on Greenstone and received its first royalty payment in Q2 2024.

First Gold 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, due to earlier than planned winter conditions that have impacted the commissioning and ramp-up of the project, Gold Fields revised its 2024 gold equivalent production for the mine to between 90,000 and 180,000 ounces (previously between 220,000 and 240,000 ounces). Franco-Nevada owns a 2% NSR on Salares Norte (subject to a 1% buy-back) and received its first royalty payment in Q2 2024.

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.

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Second Quarter 2024 Management’s Discussion and Analysis

10

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Guidance

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 thereof.

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.

With respect to our Precious Metal assets, we anticipate stronger deliveries from Candelaria where production is expected to be more heavily weighted to H2 2024, as well as higher contributions from Tocantinzinho, Greenstone and Salares Norte as these new mines continue to ramp-up. We expect to be at the lower end of our Total GEO sales guidance for 2024, based on current commodity prices which have impacted the conversion of revenue from non-gold assets to GEOs.

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​

​

​

​

​

​

​

 

2024 guidance

 

 

H1 2024 actual

 

Precious Metal GEO sales

​

360,000 - 400,000

​

​

175,368

​

Total GEO sales

​

480,000 - 540,000

​

​

233,161

​

1We expect our streams to contribute between 240,000 and 280,000 of our GEO sales for 2024. For H1 2024, we sold 117,721 GEOs from our streams.
2For our 2024 guidance, when reflecting revenue earned from gold, silver, platinum, palladium, iron ore, oil and gas commodities as GEOs, we have assumed the following prices for the remainder of the year: $2,300/oz Au, $27.50/oz Ag, $950/oz Pt, $900/oz Pd, $110/tonne Fe 62% CFR China, $75/bbl WTI oil and $2.25/mcf Henry Hub natural gas.
3Total GEO sales guidance does not assume any 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 $50.7 million.

Depletion: We estimate depletion and depreciation expense in 2024 to be between $215.0 million $245.0 million. In H1 2024, depletion expense was $111.1 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 rallied during the first half of 2024, reflecting strong safe haven demand due to heightened global geopolitical concerns and easing inflationary pressures. Oil prices were sustained throughout the first half of the year due to strong global oil inventory draws and ongoing geopolitical risks. Natural gas prices, while still depressed due to slower global growth, a moderate European winter, and high levels of North American inventory, 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.

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Second Quarter 2024 Management’s Discussion and Analysis

11

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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 six months ended June 30, 2024 and 2023:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

 

(expressed in millions)

​

Interest and %

​

​

June 30, 

​

​

June 30, 

 

Property

    

(Gold unless otherwise indicated)

    

​

2024

    

​

2023

    

​

2024

    

​

2023

 

PRECIOUS METALS

​

​

​

  

​

​

​

  

​

​

​

  

​

​

​

  

​

​

​

South America

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Candelaria

 

Stream 68% Gold & Silver

​

​

$

37.6

​

​

$

37.3

​

​

$

68.1

​

​

$

65.6

​

Antapaccay

 

Stream (indexed) Gold & Silver

​

​

​

20.0

​

​

​

38.8

​

​

​

61.2

​

​

​

57.9

​

Antamina

 

Stream 22.5% Silver

​

​

 

12.7

​

​

 

12.8

​

​

 

26.0

​

​

 

26.0

​

Condestable

​

Stream Gold & Silver, Fixed through 2025

​

​

​

14.1

​

​

​

5.9

​

​

​

14.1

​

​

​

11.6

​

Other

​

​

​

​

​

1.8

​

​

​

1.7

​

​

​

3.3

​

​

​

3.1

​

Central America & Mexico

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Guadalupe-Palmarejo

 

Stream 50%

​

​

$

16.5

​

​

$

14.2

​

​

$

40.9

​

​

$

30.4

​

Cobre Panama(1)

 

Stream (indexed) Gold & Silver

​

​

​

0.1

​

​

​

71.7

​

​

​

0.1

​

​

​

126.2

​

United States

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Stillwater

 

NSR 5% PGM

​

​

$

5.3

​

​

$

5.8

​

​

$

11.3

​

​

$

12.7

​

Goldstrike

 

NSR 2-4%, NPI 2.4-6%

​

​

​

6.6

​

​

​

3.7

​

​

​

10.6

​

​

​

5.6

​

Bald Mountain

 

NSR/GR 0.875-5%

​

​

 

3.6

​

​

 

2.2

​

​

 

8.4

​

​

 

4.9

​

Marigold

 

NSR 1.75-5%, GR 0.5-4%

​

​

 

0.9

​

​

 

4.6

​

​

 

2.0

​

​

 

7.4

​

Gold Quarry

 

NSR 7.29%

​

​

 

0.6

​

​

 

0.9

​

​

 

0.8

​

​

 

2.4

​

Other

​

​

​

​

 

2.5

​

​

 

1.9

​

​

 

4.8

​

​

 

3.2

​

Canada

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Detour Lake

 

NSR 2%

​

​

$

6.8

​

​

$

6.6

​

​

$

13.6

​

​

$

12.5

​

Sudbury

 

Stream 50% PGM & Gold

​

​

​

3.5

​

​

​

5.2

​

​

​

6.5

​

​

​

10.5

​

Hemlo

 

NSR 3%, NPI 50%

​

​

 

4.3

​

​

 

5.2

​

​

 

9.1

​

​

 

11.3

​

Brucejack

 

NSR 1.2%

​

​

​

1.6

​

​

​

1.9

​

​

​

2.0

​

​

​

3.2

​

Kirkland Lake (Macassa)

 

NSR 1.5-5.5%, NPI 20%

​

​

 

2.3

​

​

 

1.7

​

​

 

4.4

​

​

 

3.3

​

Other

​

​

​

​

 

5.6

​

​

 

2.5

​

​

 

9.8

​

​

 

7.7

​

Rest of World

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

MWS

 

Stream 25%

​

​

$

17.9

​

​

$

10.7

​

​

$

32.8

​

​

$

21.2

​

Tasiast

 

NSR 2%

​

​

 

7.4

​

​

 

7.0

​

​

 

13.9

​

​

 

11.8

​

Subika (Ahafo)

 

NSR 2%

​

​

 

7.7

​

​

 

5.0

​

​

 

16.6

​

​

 

9.5

​

Sabodala

 

Stream 6%, Fixed to 105,750 oz

​

​

 

5.5

​

​

 

4.7

​

​

 

10.4

​

​

 

9.1

​

Duketon

 

NSR 2%

​

​

 

2.2

​

​

 

3.1

​

​

 

5.2

​

​

 

6.0

​

Other

​

​

​

​

 

5.9

​

​

 

4.1

​

​

 

11.1

​

​

 

8.3

​

​

​

​

​

​

$

193.0

​

​

$

259.2

​

​

$

387.0

​

​

$

471.4

​

DIVERSIFIED

​

​

​

  

​

​

​

  

​

​

​

  

​

​

​

  

​

​

​

Vale

​

Various Royalty Rates

​

​

$

6.9

​

​

$

7.0

​

​

$

19.6

​

​

$

17.8

​

LIORC

​

GORR 0.7% Iron Ore, IOC Equity 1.5%(2)

​

​

​

5.1

​

​

​

3.1

​

​

​

7.2

​

​

​

5.4

​

Other mining assets

​

​

​

​

 

1.7

​

​

 

5.1

​

​

 

4.7

​

​

 

7.1

​

United States (Energy)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Marcellus

​

GORR 1%

​

​

$

5.7

​

​

$

5.6

​

​

$

12.9

​

​

$

14.6

​

Haynesville

​

Various Royalty Rates

​

​

​

5.1

​

​

​

6.8

​

​

​

11.4

​

​

​

14.6

​

SCOOP/STACK

​

Various Royalty Rates

​

​

​

8.4

​

​

​

8.0

​

​

​

16.0

​

​

​

16.7

​

Permian Basin

​

Various Royalty Rates

​

​

​

12.0

​

​

​

18.1

​

​

​

19.0

​

​

​

25.4

​

Other

​

​

​

​

 

0.1

​

​

 

0.1

​

​

 

0.2

​

​

 

0.2

​

Canada (Energy)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weyburn

 

NRI 11.71%, ORR 0.44%, WI 2.56%

​

​

$

13.1

​

​

$

12.1

​

​

$

23.4

​

​

$

23.1

​

Orion

​

GORR 4%

​

​

​

4.0

​

​

​

3.0

​

​

​

7.2

​

​

​

5.5

​

Other

​

​

​

​

 

2.5

​

​

 

1.8

​

​

 

4.6

​

​

 

4.4

​

​

​

​

​

​

$

64.6

​

​

$

70.7

​

​

$

126.2

​

​

$

134.8

​

Revenue from royalty, stream and working interests

​

​

$

257.6

​

​

$

329.9

​

​

$

513.2

​

​

$

606.2

​

Interest revenue and other interest income

​

​

$

2.5

​

​

$

—

​

​

$

3.7

​

​

$

—

​

Total revenue

​

​

​

​

$

260.1

​

​

$

329.9

​

​

$

516.9

​

​

$

606.2

​

​

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

​

​

​

​

​

​

Second 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

    

​

  

  

Q2 2024

  

  

Q2 2023

    

Variance

Gold(1)

 

($/oz)

​

​

$

2,338

​

​

$

1,978

​

18.2

%  

Silver(1)

 

($/oz)

​

​

 

28.86

​

​

 

24.18

​

19.4

%  

Platinum(1)

 

($/oz)

​

​

 

981

​

​

 

1,028

​

(4.6)

%  

Palladium(1)

 

($/oz)

​

​

 

972

​

​

 

1,449

​

(32.9)

%  

Iron Ore Fines 62% Fe CFR China

​

($/tonne)

​

​

​

110

​

​

​

112

​

(1.8)

%  

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Edmonton Light

 

(C$/bbl)

​

​

 

105.97

​

​

 

94.61

​

12.0

%  

West Texas Intermediate

​

($/bbl)

​

​

​

80.57

​

​

​

73.78

​

9.2

%  

Henry Hub

​

($/mcf)

​

​

​

2.34

​

​

​

2.32

​

0.9

%  

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CAD/USD exchange rate(2)

​

​

​

​

 

0.7308

​

​

 

0.7446

​

(1.9)

%  

1Based on LBMA PM Fix for gold, platinum and palladium. Based on LBMA Fix for silver.
2Based 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 June 30, 2024 and 2023 were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold Equivalent Ounces(1)

​

​

Revenue (in millions)

 

For the three months ended June 30, 

  

  

2024

  

  

2023

    

Variance

  

  

2024

  

  

2023

    

Variance

  

Commodity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold

 

​

66,999

​

​

108,817

 

(41,818)

​

​

$

156.9

​

​

$

213.9

​

$

(57.0)

​

Silver

 

​

12,001

​

​

18,139

 

(6,138)

​

​

 

28.1

​

​

 

35.4

​

 

(7.3)

​

PGM

 

​

3,350

​

​

5,077

 

(1,727)

​

​

 

8.0

​

​

 

9.9

​

 

(1.9)

​

Precious Metals

​

​

82,350

​

​

132,033

​

(49,683)

​

​

$

193.0

​

​

$

259.2

​

$

(66.2)

​

Iron ore

 

​

5,155

​

​

5,108

 

47

​

​

$

12.0

​

​

$

10.1

​

$

1.9

​

Other mining assets

​

​

659

​

​

2,691

​

(2,032)

​

​

​

1.7

​

​

​

5.1

​

​

(3.4)

​

Oil

​

​

16,463

​

​

19,751

​

(3,288)

​

​

​

35.9

​

​

​

36.9

​

​

(1.0)

​

Gas

​

​

4,009

​

​

6,583

​

(2,574)

​

​

​

10.8

​

​

​

14.2

​

​

(3.4)

​

NGL

​

​

1,628

​

​

2,349

​

(721)

​

​

​

4.2

​

​

​

4.4

​

​

(0.2)

​

Diversified

​

​

27,914

​

​

36,482

​

(8,568)

​

​

$

64.6

​

​

$

70.7

​

$

(6.1)

​

Revenue from royalty, stream and working interests

​

​

110,264

​

​

168,515

​

(58,251)

​

​

$

257.6

​

​

$

329.9

​

$

(72.3)

​

Interest revenue and other interest income

​

​

—

​

​

—

​

—

​

​

$

2.5

​

​

$

—

​

$

2.5

​

​

 

​

110,264

 

​

168,515

 

(58,251)

​

​

$

260.1

​

​

$

329.9

​

$

(69.8)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Geography

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

South America

 

​

40,125

 

​

53,919

 

(13,794)

​

​

$

93.6

​

​

$

106.0

​

$

(12.4)

​

Central America & Mexico

​

​

7,166

​

​

44,141

​

(36,975)

​

​

​

16.8

​

​

​

86.3

​

​

(69.5)

​

United States

 

​

22,227

 

​

29,967

 

(7,740)

​

​

​

51.2

​

​

​

57.8

​

​

(6.6)

​

Canada(2)

 

​

20,662

 

​

21,886

 

(1,224)

​

​

 

51.3

​

​

 

43.1

​

 

8.2

​

Rest of World

 

​

20,084

 

​

18,602

 

1,482

​

​

 

47.2

​

​

 

36.7

​

 

10.5

​

​

 

​

110,264

 

​

168,515

 

(58,251)

​

​

$

260.1

​

​

$

329.9

​

$

(69.8)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Type

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue-based royalties

 

​

43,486

 

​

51,291

 

(7,805)

​

​

$

101.2

​

​

$

99.8

​

$

1.4

​

Streams

 

​

54,664

 

​

102,785

 

(48,121)

​

​

 

127.8

​

​

 

201.4

​

 

(73.6)

​

Profit-based royalties

 

​

7,702

 

​

7,737

 

(35)

​

​

 

17.9

​

​

 

15.3

​

 

2.6

​

Other(2)

 

​

4,412

 

​

6,702

 

(2,290)

​

​

 

13.2

​

​

 

13.4

​

 

(0.2)

​

​

 

​

110,264

 

​

168,515

 

(58,251)

​

​

$

260.1

​

​

$

329.9

​

$

(69.8)

​

1Refer 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.
2Includes interest attributable to Franco-Nevada’s 9.9% equity ownership of Labrador Iron Ore Royalty Corporation.

​

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

13

​


We recognized $260.1 million in revenue in Q2 2024, down 21.2% from Q2 2023 (up 0.7% excluding Cobre Panama). The comparative period includes contributions from the Cobre Panama mine, which remained on P&SM in Q2 2024. Revenue in the current period benefited from record gold prices, offset by lower contributions from Antapaccay, Candelaria and our US Energy assets. In Q2 2024, we earned 74.2% of our revenue from Precious Metals, compared to 78.6% in Q2 2023. Geographically, 81.8% of our revenue was derived from the Americas in Q2 2024, compared to 88.9% in Q2 2023.

Revenue includes interest revenue and other interest income related to our loans receivable. For the three months ended June 30, 2024, we recognized $2.5 million in interest revenue and other interest income related to the G Mining Ventures and SolGold term loans and the Skeena Convertible Debenture.

Graphic

We sold 110,264 GEOs in Q2 2024, down 34.6% compared to 168,515 GEOs in Q2 2023 (down 16.4% excluding Cobre Panama). The decrease in GEOs is largely due to Cobre Panama remaining on P&SM during the quarter and lower contributions from our Antapaccay and Candelaria streams. 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 quarter. A comparison of our sources of GEOs in Q2 2024 to Q2 2023 is shown below:

Graphic

​

​

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

14

​


​

Precious Metals

Our Precious Metal assets contributed 82,350 GEOs in Q2 2024, compared to 132,033 GEOs in Q2 2023. The decrease is primarily due to the following:

●Cobre Panama – With the mine remaining on P&SM in Q2 2024, we received nominal deliveries from Cobre Panama relating to the finalization for sales related to 2023 shipments. Comparatively, we sold 36,650 GEOs in Q2 2023.
●Antapaccay – We sold 8,596 GEOs from our Antapaccay stream in Q2 2024, compared to 19,683 GEOs in Q2 2023. Mine scheduling was adjusted in part due to a geotechnical event which temporarily limited pit access, resulting in lower production in H1 2024. Glencore anticipates stronger production in H2 2024. Deliveries to Franco-Nevada, which may vary from production levels due to the timing of shipments, are expected to remain within our initial expectations for 2024 of 50,000 to 60,000 GEOs.
●Candelaria – We sold 16,031 GEOs from our Candelaria stream in Q2 2024, compared to 18,825 GEOs in Q2 2023. During the quarter, 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. With access to higher grade ore anticipated in the second half of 2024, Lundin Mining anticipates stronger production in H2 2024 and have maintained their production guidance for Candelaria.

​

The above decreases were partly offset by the following:

●Condestable – We sold 6,149 GEOs in Q2 2024 compared to 3,043 GEOs in Q2 2023. GEO sales in the current period included ounces which were received in Q1 2024 but were held in inventory at March 31, 2024.
●MWS – We sold 7,650 GEOs in Q2 2024 from our MWS stream, compared to 5,452 GEOs in Q2 2023 reflecting an increase in tonnes processed and recoveries.
●Other – During the quarter, we received initial contributions from a number of newly completed mines including Greenstone (403 GEOs), Mara Rosa (96 GEOs) and Salares Norte (10 GEOs).

​

Diversified

Our Diversified assets, primarily comprising our Iron Ore and Energy interests, generated $64.6 million in revenue, down from $70.7 million in Q2 2023. Our Iron Ore assets generated $12.0 million in Q2 2024, compared to $10.1 million in Q2 2023. Our Energy interests contributed $50.9 million in revenue in Q2 2024, compared to $55.5 million in Q2 2023. When converted to GEOs, Diversified assets contributed 27,914 GEOs, down from 36,482 GEOs in Q2 2023. GEOs from our Diversified assets reflect lower gold conversion ratios due to relative changes in commodity prices compared to the prior year period.

Other Mining

●Vale Royalty – We recorded $6.9 million in revenue from our Vale Royalty in Q2 2024 compared to $7.0 million in Q2 2023. While the Northern System benefited from record production at S11D, the impact was offset by lower production at Serra Norte and higher estimated shipping cost deductions.
●LIORC – Labrador Iron Ore Royalty Corporation (“LIORC”) contributed $5.1 million in revenue in Q2 2024, compared to $3.1 million in Q2 2023. LIORC declared a cash dividend of C$1.10 per common share in the current period, compared to C$0.65 in Q2 2023. Iron Ore Company of Canada (“IOC”) reported higher production when compared to the prior year period which was impacted by wildfires in Northern Quebec.

​

Energy

●U.S. – Revenue from our U.S. Energy interests decreased to $31.3 million in Q2 2024, compared to $38.6 million in Q2 2023, primarily due to lower gas prices. Revenue in the prior year period also included $7.0 million in catch-up royalty payments related to new wells in the Permian Basin.
●Canada – Revenue from our Canadian Energy interests increased to $19.6 million from $16.9 million in the prior year quarter, reflecting higher realizing pricing and lower expenses for our Weyburn NRI and an increase in production from our Orion asset.

​

​

​

​

Second 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 June 30, 

 

(expressed in millions)

  

  

2024

  

  

2023

    

Variance

  

Costs of stream sales

​

​

$

25.9

​

​

$

43.2

​

$

(17.3)

​

Mineral production taxes

​

​

 

0.7

​

​

 

0.6

​

 

0.1

​

Mining costs of sales

​

​

$

26.6

​

​

$

43.8

​

$

(17.2)

​

Energy costs of sales

​

​

 

2.5

​

​

 

3.3

​

 

(0.8)

​

​

​

​

$

29.1

​

​

$

47.1

​

$

(18.0)

​

Costs of sales related to our streams were lower compared to Q2 2023, primarily reflecting the decrease in GEOs sold from Cobre Panama and Antapaccay. Costs of sales related to our Energy assets decreased compared to Q2 2023, as these include royalties payable and production taxes which vary based on revenue from our Energy assets.

Costs of sales incurred in Q2 2024 compared to Q2 2023 are shown below:

Graphic

​

​

​

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

16

​


Depletion and Depreciation

Depletion and depreciation expense totaled $52.9 million in Q2 2024, compared to $75.1 million in Q2 2023. Depletion expense incurred in Q2 2024 compared to Q2 2023 is shown below:

Graphic

Income Taxes

Income tax expense was $95.3 million in Q2 2024, compared to $27.0 million in Q2 2023. The increase in income tax expense was due to tax measures enacted during the quarter in relation to the OECD’s GMT initiative, as detailed in the “Tax Updates” section on page 9 of this MD&A. As the measures were effective January 1, 2024, income tax expense recognized in Q2 2024 reflects the impact of the tax reforms for both the first and second quarters of 2024.

Net Income and Adjusted Net Income

Net income for Q2 2024 was $79.5 million, or $0.41 per share, compared to $184.5 million, or $0.96 per share, in Q2 2023. The decrease is primarily attributable to lower revenue from 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 $144.9 million, or $0.75 per share, compared to $182.9 million, or $0.95 per share, in Q2 2023. For purposes of computing Adjusted Net Income, non-Q2 related amounts 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.

​

​

​

​

​

​

Second 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

    

​

  

  

H1 2024

  

  

H1 2023

    

Variance

​

Gold(1)

 

($/oz)

​

​

$

2,205

​

​

$

1,933

 

14.1

%

Silver(1)

 

($/oz)

​

​

 

26.11

​

​

 

23.37

 

11.7

%

Platinum(1)

 

($/oz)

​

​

 

945

​

​

 

1,011

 

(6.5)

%

Palladium(1)

 

($/oz)

​

​

 

975

​

​

 

1,508

 

(35.3)

%

Iron Ore Fines 62% Fe CFR China

​

($/tonne)

​

​

​

118

​

​

​

118

​

—

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Edmonton Light

 

(C$/bbl)

​

​

​

100.71

​

​

 

97.26

 

3.5

%

West Texas Intermediate

​

($/bbl)

​

​

​

78.77

​

​

​

74.95

​

5.1

%

Henry Hub

​

($/mcf)

​

​

​

2.22

​

​

​

2.54

​

(12.6)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CAD/USD exchange rate(2)

​

​

​

​

 

0.7361

​

​

 

0.7416

 

(0.7)

%

1Based on LBMA PM Fix for gold, platinum and palladium. Based on LBMA Fix for silver.
2Based on Bank of Canada daily rates.

Revenue and GEOs

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold Equivalent Ounces(1)

​

​

Revenue (in millions)

 

For the six months ended June 30, 

  

  

2024

  

  

2023

    

Variance

  

  

2024

  

  

2023

    

Variance

  

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commodity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold

 

​

144,561

​

​

199,539

 

(54,978)

​

​

$

317.8

​

​

$

386.1

​

$

(68.3)

​

Silver

 

​

23,689

​

​

32,952

 

(9,263)

​

​

 

53.0

​

​

 

64.0

​

 

(11.0)

​

PGM

 

​

7,118

​

​

10,780

 

(3,662)

​

​

 

16.2

​

​

 

21.3

​

 

(5.1)

​

Precious Metals

​

​

175,368

​

​

243,271

​

(67,903)

​

​

$

387.0

​

​

$

471.4

​

$

(84.4)

​

Iron ore

 

​

12,456

​

​

12,182

 

274

​

​

$

26.8

​

​

$

23.2

​

$

3.6

​

Other mining assets

​

​

2,155

​

​

3,758

​

(1,603)

​

​

​

4.7

​

​

​

7.1

​

​

(2.4)

​

Oil

​

​

30,347

​

​

33,921

​

(3,574)

​

​

​

62.1

​

​

​

64.0

​

​

(1.9)

​

Gas

​

​

8,874

​

​

15,701

​

(6,827)

​

​

​

23.1

​

​

​

31.1

​

​

(8.0)

​

NGL

​

​

3,961

​

​

5,013

​

(1,052)

​

​

​

9.5

​

​

​

9.4

​

​

0.1

​

Diversified

​

​

57,793

​

​

70,575

​

(12,782)

​

​

$

126.2

​

​

$

134.8

​

$

(8.6)

​

Revenue from royalty, stream and working interests

​

​

233,161

​

​

313,846

​

(80,685)

​

​

$

513.2

​

​

$

606.2

​

$

(93.0)

​

Interest revenue and other interest income

​

​

—

​

​

—

​

—

​

​

$

3.7

​

​

$

—

​

$

3.7

​

​

 

​

233,161

 

​

313,846

 

(80,685)

​

​

$

516.9

​

​

$

606.2

​

$

(89.3)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Geography

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

South America

 

​

88,464

 

​

95,623

 

(7,159)

​

​

$

194.4

​

​

$

185.2

​

$

9.2

​

Central America & Mexico

 

​

19,031

​

​

81,406

 

(62,375)

​

​

​

41.6

​

​

​

157.2

​

​

(115.6)

​

United States

 

​

44,828

 

​

56,586

 

(11,758)

​

​

​

98.0

​

​

​

108.1

​

​

(10.1)

​

Canada(2)

 

​

39,344

 

​

44,620

 

(5,276)

​

​

 

91.5

​

​

 

86.9

​

 

4.6

​

Rest of World

 

​

41,494

 

​

35,611

 

5,883

​

​

 

91.4

​

​

 

68.8

​

 

22.6

​

​

 

​

233,161

 

​

313,846

 

(80,685)

​

​

$

516.9

​

​

$

606.2

​

$

(89.3)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Type

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue-based royalties

 

​

91,435

 

​

99,924

 

(8,489)

​

​

$

199.7

​

​

$

191.2

​

$

8.5

​

Streams

 

​

117,721

 

​

184,966

 

(67,245)

​

​

 

260.0

​

​

 

358.6

​

 

(98.6)

​

Profit-based royalties

 

​

14,422

 

​

16,794

 

(2,372)

​

​

 

31.9

​

​

 

32.5

​

 

(0.6)

​

Other(2)

 

​

9,583

 

​

12,162

 

(2,579)

​

​

 

25.3

​

​

 

23.9

​

 

1.4

​

​

 

​

233,161

 

​

313,846

 

(80,685)

​

​

$

516.9

​

​

$

606.2

​

$

(89.3)

​

1Refer 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.
2Includes interest attributable to Franco-Nevada’s 9.9% equity ownership of Labrador Iron Ore Royalty Corporation.

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

18

​


We recognized $516.9 million in revenue in H1 2024, down 14.7% from H1 2023 (up 7.7% 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 benefited from record gold prices, offset by lower contributions from our US Energy assets. We earned 74.9% of our H1 2024 revenue from Precious Metal assets, compared to 77.8% in H1 2023. Geographically, we remain heavily invested in the Americas, with 82.3% of revenue in H1 2024, compared to 88.6% in H1 2023.

Revenue includes interest revenue and other interest income related to our loans receivable. In H1 2024, we recognized $3.7 million in interest revenue and other interest income related to the G Mining Ventures and SolGold term loans and the Skeena Convertible Debenture.

Graphic

We sold 233,161 GEOs in H1 2024, down 25.7% from H1 2023 (down 6.2% excluding Cobre Panama). The decrease in GEOs is primarily due to Cobre Panama remaining on P&SM during the period 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 H1 2024 to H1 2023 is shown below:

Graphic

​

​

​

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

19

​


Precious Metals

Our Precious Metal assets contributed 175,368 GEOs in H1 2024, down from 243,271 GEOs in H1 2023. 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 relating to the finalization for sales related to 2023 vessels. Comparatively, we sold 65,313 GEOs in H1 2023.
●Candelaria – We sold 30,661 GEOs from our Candelaria stream in H1 2024, compared to 33,764 GEOs in H1 2023. During the period, 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. With access to higher grade ore anticipated in the second half of 2024, Lundin Mining anticipates stronger production in H2 2024 and have maintained their production guidance for Candelaria.
●Marigold – We sold 915 GEOs in H1 2024 from our Marigold royalties, compared to 3,802 in H1 2023. Production at the mine is taking place on ground that carries a lower royalty rate. We expect production to progress to higher royalty ground in 2027 through to the end of the current mine life.
●Sudbury – We sold 2,669 GEOs from our Sudbury PGM stream in H1 2024, compared to 5,186 in H1 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.

​

The above decreases were partly offset by the following factors:

​

●MWS – We sold 14,836 GEOs in H1 2024, compared to 11,002 GEOs in H1 2023, reflecting increased production and recoveries at the tailings retreatment operation.
●Subika (Ahafo) – We sold 7,633 GEOs in H1 2024, compared to 4,894 GEOs in H1 2023, owing to higher open pit grade and stronger underground mining rates at Subika.

Diversified

Our Diversified assets, primarily comprising our Iron Ore and Energy interests, generated $126.2 million in revenue in H1 2024, compared to $134.8 million in H1 2023. Our Iron Ore assets generated $26.8 million in H1 2024, compared to $23.2 million in H1 2023. Our Energy interests contributed $94.7 million in revenue in H1 2024, compared to $104.5 million in H1 2023. When converted to GEOs, Diversified assets contributed 57,793 GEOs in H1 2024, down from 70,575 GEOs in H1 2023. GEOs from our Energy assets also reflect a lower gold conversion ratio due to relative changes in commodity prices compared to the prior year.

Other Mining

●Vale Royalty – Revenue from Vale was $19.6 million in H1 2024 compared to $17.8 million in H1 2023, reflecting higher than anticipated iron ore sales in H2 2023 for which payment was received in the current period. Vale reported that the Northern System benefited from record production at S11D, offset by lower production at Serra Norte. Higher production from the Southeastern System, where the royalty is not yet payable, was driven by increases at Itabira and Brucutu.
●LIORC – LIORC contributed $7.2 million in revenue in H1 2024 compared to $5.4 million in H1 2023. IOC production improved in the current period relative to the prior year which was impacted by wildfires in Northern Quebec.
●Caserones – Revenue from our effective NSR on the Caserones mine was $2.1 million in H1 2024 compared to $3.3 million in H1 2023. During the current period, we sold 0.0531% of our effective NSR interest on Caserones to EMX.

Energy

●U.S. – Revenue from our U.S. Energy interests decreased to $59.5 million in H1 2024, compared to $71.5 million in H1 2023 due to lower gas prices. In addition, revenue in H1 2023 period included $7.0 million in catch-up royalty payments related to new wells in the Permian Basin.
●Canada – Revenue from our Canadian Energy interests increased to $35.2 million in H1 2024, compared to $33.0 million in H1 2023, primarily attributable to higher production from our Orion asset.

​

​

​

​

Second 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 six months ended June 30, 

 

(expressed in millions)

  

  

2024

  

  

2023

    

Variance

 

Costs of stream sales

​

​

$

56.0

​

​

$

78.2

​

$

(22.2)

​

Mineral production taxes

​

​

 

1.2

​

​

 

1.0

​

 

0.2

​

Mining costs of sales

​

​

$

57.2

​

​

$

79.2

​

$

(22.0)

​

Energy costs of sales

​

​

 

5.5

​

​

 

6.1

​

 

(0.6)

​

​

​

​

$

62.7

​

​

$

85.3

​

$

(22.6)

​

​

Costs of sales related to our streams in H1 2024 decreased relative to H1 2023, in proportion with the decrease in GEOs received from our stream assets. Costs of sales related to our Energy assets decreased compared to H1 2023, as these include royalties payable and production taxes which vary based on revenue earned from our Energy assets.

Costs of sales incurred in H1 2024 compared to H1 2023 are shown below:

Graphic

Depletion and Depreciation

Depletion and depreciation expense totaled $111.1 million in H1 2024 compared to $136.1 million in H1 2023, reflecting the decrease in GEOs sold in the current period. Depletion expense incurred in H1 2024 compared to H1 2023 is shown below:

Graphic

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

21

​


Income Taxes

Income tax expense was $122.8 million in H1 2024, compared to $54.6 million in H1 2023. The increase in income tax expense was due to tax measures enacted during the quarter 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 H1 2024 was $224.0 million, or $1.17 per share, compared to net income of $341.0 million, or $1.78 per share in H1 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 $280.8 million, or $1.46 per share, compared to $335.1 million, or $1.75 per share, in H1 2023. For purposes of computing Adjusted Net Income, non-H1 related amounts 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 Expenses

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 June 30, 

 

​

For the six months ended June 30, 

 

(expressed in millions)

  

  

2024

  

  

2023

    

Variance

  

  

2024

  

  

2023

    

Variance

  

Salaries and benefits

​

​

$

2.5

​

​

$

2.7

​

$

(0.2)

​

​

$

5.0

​

​

$

5.3

​

$

(0.3)

​

Professional fees

​

​

 

2.3

​

​

 

1.5

​

 

0.8

​

​

 

3.7

​

​

 

3.1

​

 

0.6

​

Cobre Panama arbitration expenses

​

​

​

0.8

​

​

​

—

​

​

0.8

​

​

​

2.3

​

​

​

—

​

​

2.3

​

Community contributions

​

​

​

0.3

​

​

​

—

​

​

0.3

​

​

​

0.4

​

​

​

0.1

​

​

0.3

​

Board of Directors' costs

​

​

​

0.1

​

​

​

0.2

​

​

(0.1)

​

​

​

0.2

​

​

​

0.3

​

​

(0.1)

​

Office, insurance and other expenses

​

​

 

2.4

​

​

 

1.8

​

 

0.6

​

​

 

2.5

​

​

 

3.6

​

 

(1.1)

​

General and administrative expenses

​

​

$

8.4

​

​

$

6.2

​

$

2.2

​

​

$

14.1

​

​

$

12.4

​

$

1.7

​

Share-based compensation expenses

​

​

 

1.8

​

​

 

2.4

​

 

(0.6)

​

​

 

4.6

​

​

 

5.6

​

 

(1.0)

​

​

​

​

$

10.2

​

​

$

8.6

​

$

1.6

​

​

$

18.7

​

​

$

18.0

​

$

0.7

​

G&A and SBC expenses represented 3.6% of revenue in H1 2024, up from 3.0% in H1 2023.

G&A expenses 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. Cobre Panama arbitration expenses represent costs incurred in connection with the Cobre Panama arbitration proceedings. Community contributions relate to funds we have contributed to various initiatives for the benefit of communities in which 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 June 30, 

 

​

For the six months ended June 30, 

 

(expressed in millions)

  

  

2024

  

  

2023

    

Variance

  

  

2024

  

  

2023

    

Variance

  

Foreign exchange (loss) gain

​

​

$

(7.3)

​

​

$

1.8

​

$

(9.1)

​

​

$

(8.4)

​

​

$

3.9

​

$

(12.3)

​

Changes in fair value of financial instruments

​

​

 

(2.4)

​

​

 

(0.1)

​

 

(2.3)

​

​

​

(3.0)

​

​

​

(0.1)

​

​

(2.9)

​

Other income

​

​

 

(0.1)

​

​

 

—

​

 

(0.1)

​

​

 

—

​

​

 

0.1

​

 

(0.1)

​

​

​

​

$

(9.8)

​

​

$

1.7

​

$

(11.5)

​

​

$

(11.4)

​

​

$

3.9

​

$

(15.3)

​

In H1 2024, foreign exchange losses of $8.4 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 recorded in the current periods comprise the fair value measurement of the Skeena Convertible Debentures and the mark-to-market gains or losses of warrants and other derivative instruments we hold. On June 26, 2024, we received full repayment of the Skeena Convertible Debenture and recognized a loss on fair value of the debenture.

​

​

​

Second 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 June 30, 

​

​

For the six months ended June 30, 

 

(expressed in millions)

  

  

2024

  

  

2023

    

Variance

  

  

2024

  

  

2023

    

Variance

  

Finance income

 

​

​

​

 

​

​

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest

​

​

$

16.2

​

​

$

10.0

​

$

6.2

​

​

$

32.2

​

​

$

20.5

​

$

11.7

​

​

​

​

$

16.2

​

​

$

10.0

​

$

6.2

​

​

$

32.2

​

​

$

20.5

​

$

11.7

​

Finance expenses

 

​

​

​

 

​

​

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Standby charges

​

​

$

0.5

​

​

$

0.6

​

$

(0.1)

​

​

$

1.0

​

​

$

1.2

​

$

(0.2)

​

Amortization of debt issue costs

​

​

 

0.1

​

​

 

0.1

​

​

—

​

​

 

0.2

​

​

 

0.2

​

 

—

​

​

​

​

$

0.6

​

​

$

0.7

​

$

(0.1)

​

​

$

1.2

​

​

$

1.4

​

$

(0.2)

​

Finance income is earned on our cash and cash equivalents. The increase in finance income in H1 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 H1 2024 and H1 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

  

​

Q2

  

  

​

Q1

  

  

​

Q4

  

  

​

Q3

  

  

​

Q2

  

  

​

Q1

  

  

​

Q4

  

  

​

Q3

​

per share amounts)

​

​

2024

​

​

​

2024

​

​

​

2023

​

​

​

2023

​

​

​

2023

​

​

​

2023

​

​

​

2022

​

​

​

2022

​

Revenue

​

$

260.1

​

​

$

256.8

​

​

$

303.3

​

​

$

309.5

​

​

$

329.9

​

​

$

276.3

​

​

$

320.4

​

​

$

304.2

​

Costs and expenses(2)

​

 

91.1

​

​

 

98.6

​

​

 

1,290.9

​

​

 

122.5

​

​

 

129.4

​

​

 

104.2

​

​

 

131.5

​

​

 

116.0

​

Operating income (loss)

​

 

169.0

​

​

 

158.2

​

​

 

(987.6)

​

​

 

187.0

​

​

 

200.5

​

​

 

172.1

​

​

 

188.9

​

​

 

188.2

​

Other income (expenses)

​

 

5.8

​

​

 

13.8

​

​

 

27.8

​

​

 

13.0

​

​

 

11.0

​

​

 

12.0

​

​

 

6.1

​

​

 

(0.7)

​

Income tax expense

​

 

95.3

​

​

 

27.5

​

​

 

22.7

​

​

 

24.9

​

​

 

27.0

​

​

 

27.6

​

​

 

30.0

​

​

 

30.4

​

Net income (loss)

​

 

79.5

​

​

 

144.5

​

​

 

(982.5)

​

​

 

175.1

​

​

 

184.5

​

​

 

156.5

​

​

 

165.0

​

​

 

157.1

​

Basic earnings (loss) per share

​

$

0.41

​

​

$

0.75

​

​

$

(5.11)

​

​

$

0.91

​

​

$

0.96

​

​

$

0.82

​

​

$

0.86

​

​

$

0.82

​

Diluted earnings (loss) per share

​

$

0.41

​

​

$

0.75

​

​

$

(5.11)

​

​

$

0.91

​

​

$

0.96

​

​

$

0.81

​

​

$

0.86

​

​

$

0.82

​

Net cash provided by operating activities

​

$

194.4

​

​

$

178.6

​

​

$

283.5

​

​

$

236.0

​

​

$

261.9

​

​

$

209.8

​

​

$

279.3

​

​

$

232.3

​

Net cash used in investing activities

​

​

(36.7)

​

​

​

(190.5)

​

​

​

(104.2)

​

​

​

(173.7)

​

​

​

(160.6)

​

​

​

(102.6)

​

​

​

(98.2)

​

​

​

(30.9)

​

Net cash used in financing activities

​

​

(59.2)

​

​

​

(58.1)

​

​

​

(59.8)

​

​

​

(56.8)

​

​

​

(56.9)

​

​

​

(56.6)

​

​

​

(43.7)

​

​

​

(49.1)

​

Average Gold Price(3)

​

$

2,338

​

​

$

2,072

​

​

$

1,976

​

​

$

1,929

​

​

$

1,978

​

​

$

1,889

​

​

$

1,729

​

​

$

1,728

​

GEOs sold(4)

​

 

110,264

​

​

 

122,897

​

​

 

152,351

​

​

 

160,848

​

​

 

168,515

​

​

 

145,331

​

​

 

183,886

​

​

 

176,408

​

Cash Costs(5)

​

$

29.1

​

​

$

33.6

​

​

$

45.1

​

​

$

48.9

​

​

$

47.1

​

​

$

38.2

​

​

$

45.8

​

​

$

42.0

​

Cash Costs(5) per GEO sold

​

$

264

​

​

$

273

​

​

$

296

​

​

$

304

​

​

$

280

​

​

$

263

​

​

$

249

​

​

$

238

​

Adjusted EBITDA(5)

​

$

221.9

​

​

$

216.1

​

​

$

254.6

​

​

$

255.1

​

​

$

275.6

​

​

$

229.4

​

​

$

262.4

​

​

$

256.7

​

Adjusted EBITDA(5) per share

​

$

1.15

​

​

$

1.12

​

​

$

1.33

​

​

$

1.33

​

​

$

1.44

​

​

$

1.20

​

​

$

1.37

​

​

$

1.34

​

Adjusted EBITDA Margin(5)

​

 

85.3

% 

​

 

84.2

% 

​

 

83.9

% 

​

 

82.4

% 

​

 

83.5

% 

​

 

83.0

% 

​

 

81.9

% 

​

 

84.4

% 

Adjusted Net Income(5)(6)

​

$

144.9

​

​

$

136.1

​

​

$

172.9

​

​

$

175.1

​

​

$

182.9

​

​

$

152.2

​

​

$

164.9

​

​

$

159.7

​

Adjusted Net Income(5)(6) per share

​

$

0.75

​

​

$

0.71

​

​

$

0.90

​

​

$

0.91

​

​

$

0.95

​

​

$

0.79

​

​

$

0.86

​

​

$

0.83

​

Adjusted Net Income Margin(5)(6)

​

 

55.7

% 

​

 

53.0

% 

​

 

57.0

% 

​

 

56.6

% 

​

 

55.4

% 

​

 

55.1

% 

​

 

51.5

% 

​

 

52.5

% 

1Sum of the quarters may not add up to yearly total due to rounding.
2Includes impairment losses on royalty, stream and working interests of $1,173.3 million in Q4 2023.
3Based on LBMA Gold Price PM Fix.
4GEOs 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 six months ended June 30, 2024 and 2023.
5Cash 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.
6Adjusted 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.

​

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

23

​


Balance Sheet Review

Summary Balance Sheet and Key Financial Metrics

​

​

​

​

​

​

​

​

​

​

At June 30, 

​

​

At December 31, 

(expressed in millions, except debt-to-equity ratio)

    

2024

    

2023

 

Cash and cash equivalents

​

$

1,439.0

​

$

1,421.9

​

​

​

​

​

​

​

​

​

Current assets

​

 

1,668.3

​

 

1,615.3

​

Non-current assets

​

 

4,472.9

​

 

4,378.8

​

Total assets

​

$

6,141.2

​

$

5,994.1

​

​

​

​

​

​

​

​

​

Current liabilities

​

$

57.3

​

$

39.2

​

Non-current liabilities

​

 

238.7

​

 

185.8

​

Total liabilities

​

$

296.0

​

$

225.0

​

​

​

​

​

​

​

​

​

Total shareholders’ equity

​

$

5,845.2

​

$

5,769.1

​

​

​

​

​

​

​

​

​

Total common shares outstanding

​

 

192.4

​

 

192.2

​

Capital management measures

​

​

​

​

​

​

​

Available capital

​

$

2,420.4

​

$

2,402.6

​

Debt-to-equity

​

 

—

​

 

—

​

Assets

Total assets were $6,141.2 million as at June 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 various royalty and stream interests and the advances under our loan commitments to G Mining Ventures and SolGold, partly offset by the depletion of our royalty, stream and working interests.

Liabilities

Total liabilities as at June 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 quarter in relation to the GMT.

Shareholders’ Equity

Shareholders’ equity increased by $76.1 million compared to December 31, 2023. The increase in shareholders’ equity reflects net income of $224.0 million in H1 2024, offset by dividends of $139.0 million of which $19.8 million was settled through the issuance of common shares pursuant to the DRIP. Shareholders’ equity also reflects other comprehensive loss, net of tax, of $34.3 million due to a loss on currency translation adjustment.

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

24

​


​

Liquidity and Capital Resources

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

 

​

​

June 30, 

​

​

June 30, 

​

(expressed in millions)

    

2024

    

​

2023

    

    

2024

    

    

2023

  

Net cash provided by operating activities

​

$

194.4

​

​

$

261.9

​

​

$

372.9

​

​

$

471.7

​

Net cash used in investing activities

​

 

(36.7)

​

​

 

(160.6)

​

​

 

(227.2)

​

​

 

(263.2)

​

Net cash used in financing activities

​

 

(59.2)

​

​

 

(56.9)

​

​

 

(117.3)

​

​

 

(113.5)

​

Effect of exchange rate changes on cash and cash equivalents

​

​

(11.4)

​

​

​

2.3

​

​

​

(11.3)

​

​

​

3.6

​

Net change in cash and cash equivalents

​

$

87.1

​

​

$

46.7

​

​

$

17.1

​

​

$

98.6

​

Operating Cash Flow

Net cash provided by operating activities was $194.4 million in Q2 2024 (Q2 2023 – $261.9 million). Operating cash flow in Q2 2024 was lower than in the same period in 2023 due to a decrease in revenue partly offset by a net decrease in non-cash working capital.

For H1 2024, net cash provided by operating activities was $372.9 million (H1 2023–$471.7 million). Operating cash flow in H1 2024 was lower due to a decrease in revenue and an increase in our holdings of gold bullion which we receive as settlement for certain of our royalties, partly offset by a net decrease in non-cash working capital. During the current period, 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 $36.7 million in Q2 2024 primarily related to loan advances we made to G Mining Ventures and SolGold term loans of $32.3 million and $10.0 million, respectively, the funding of our share of contributions to the Royalty Acquisition Venture with Continental of $9.3 million, and the acquisition of a royalty with Scottie for $5.9 million. These cash outflows were offset by the proceeds received from the repayment of the Skeena Convertible Debentures of $18.9 million and the exercise of a buy-back option by Fortuna in connection with our Séguéla NSR for $6.5 million. In comparison, investing activities in Q2 2023, which totaled $160.6 million, primarily comprised $93.1 million for the funding of the Tocantinzinho stream deposit, $45.0 million for the acquisition of the additional royalty on the Valentine Gold project, and $2.8 million for our share of contributions to the Royalty Acquisition Venture with Continental.

For H1 2024, investing activities included the above-noted transactions for Q2 2024, as well as the payment of $112.5 million upon closing of our second portfolio of royalties in the Haynesville, the initial advance of $41.2 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. These cash outlays were partly offset by the receipt of proceeds related to the exercise of an option by EMX in connection with our interest in Caserones of $4.7 million.

Financing Activities

For Q2 2024 and H1 2024, net cash used by financing activities was $59.2 million and $117.3 million, respectively (Q2 2023 and H1 2023 – $56.9 million and $113.5 million, respectively).

​

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

25

​


Capital Resources

Our cash and cash equivalents totaled $1,439.0 million as at June 30, 2024 (December 31, 2023 – $1,421.9 million). In addition, we held investments of $278.0 million (December 31, 2023 – investments of $254.5 million). Of the total investments held, $263.0 million was held in publicly-traded equity instruments (December 31, 2023 – $241.8 million). Of the $263.0 million held in publicly-traded equity instruments, $134.6 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 three and six months ended June 30, 2024. As at June 30, 2024, while we have no amounts outstanding against the Corporate Revolver, we have three standby letters of credit in the amount of $18.6 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 August 13, 2024, we have a total of $981.4 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.

As at June 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 Q2 2024, the Canadian dollar traded in a range of $0.7235 to $0.7510, ending at $0.7306, and the Australian dollar traded between $0.6410 and $0.6693, ending at $0.6670.

Our near-term cash requirements include 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 other than for the acquisition of additional royalties or streams and capital commitments for our working interests. Such acquisitions 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.

​

​

​

Second 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 June 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

​

Cobre Panama Fixed Payment Stream

 

—

% (11)

—

% (12)

—

%  

$

418

(13)​

$

6.27

(14)​

​

n/a

 

40 years

​

19-Jan-18

​

Cobre Panama Floating Payment Stream

​

—

% (15)

—

% (16)

—

%  

​

20

% (17)

​

20

% (18)

​

n/a

 

40 years

​

19-Jan-18

​

Condestable

​

—

% (19)

—

% (20)

—

%  

​

20

% (21)

​

20

% (22)

​

n/a

 

40 years

​

27-Mar-24

​

Guadalupe-Palmarejo

 

50

%  

—

%  

—

%  

$

800

​

​

n/a

​

​

n/a

 

40 years

​

2-Oct-14

​

Karma

 

4.875

%

—

%  

—

%  

 

20

% (23)

​

n/a

​

​

n/a

 

40 years

​

11-Aug-14

​

Sabodala

 

—

% (24)

—

%  

—

%  

 

20

% (25)

​

n/a

​

​

n/a

 

40 years

​

25-Sep-20

​

MWS

 

25

%  

—

%  

—

%  

$

400

​

​

n/a

​

​

n/a

 

40 years

(26)​

2-Mar-12

​

Sudbury(27)

 

50

%  

—

%  

50

%  

$

400

​

​

n/a

​

$

400

 

40 years

​

15-Jul-08

​

Tocantinzinho

 

12.5

% (28)

—

%  

—

%  

​

20

%  (29)

​

n/a

​

​

n/a

 

40 years

​

18-Jul-22

​

Cooke 4

 

7.0

%  

—

%  

—

%  

$

400

​

​

n/a

​

​

n/a

 

40 years

​

5-Nov-09

​

​

1Subject to an annual inflationary adjustment except for Antamina, Antapaccay, Guadalupe-Palmarejo, Karma, Sabodala and Tocantinzinho.
2Should the prevailing market price for gold be lower than this amount, the per ounce cash payment will be reduced to the prevailing market price.
3Subject to successive extensions.
4Subject to a fixed payability of 90%. Percentage decreases to 15% after 86 million ounces of silver has been delivered under the agreement.
5Purchase price is 5% of the average silver price at the time of delivery.
6Gold 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.
7Silver 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.
8Purchase 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.
9Purchase 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.
10Percentage decreases to 40% after 720,000 ounces of gold and 12.0 million ounces of silver have been delivered under the agreement.
11Gold 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.
12Silver 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.
13After 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.
14After 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.
15Gold 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.
16Silver 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.
17After 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.
18After 9,618,000 ounces of silver delivered, purchase price is 50% of the spot price of silver.
19Gold 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.
20Silver 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.
21Purchase price is 20% of the spot price of gold at the time of delivery.
22Purchase price is 20% of the spot price of silver at the time of delivery.
23Purchase price is 20% of the average gold price at the time of delivery.
24Based 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).
25Purchase price is 20% of prevailing market price at the time of delivery.
26Agreement is capped at 312,500 ounces of gold.
27Franco-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.
28Percentage decreased to 7.5% after 300,000 ounces of gold have been delivered under the agreement.
29Purchase price is 20% of the spot price of gold at the time of delivery.

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

27

​


Capital Commitments

As at June 30, 2024, we have the following capital commitments: (i) $35.0 million in connection with the EMX Term Loan, which was fulfilled subsequent to quarter-end, (ii) $50.7 million for our share of the acquisition of mineral rights acquired through the Royalty Acquisition Venture with Continental Resources, and (iii) up to $5.5 million for the joint acquisition of newly created precious metals and copper royalties sourced by EMX.

We also have commitments for contingent payments in relation to various royalty agreements, as follows: (i) $12.5 million in relation to our Copper World 0.585% NSR acquired in November 2021, (ii) $8.0 million in relation to our Rio Baker (Salares Norte) royalty, (iii) $3.4 million (C$4.5 million) in relation to our Eskay Creek royalty, and (iv) $1.3 million in relation to our Rebecca royalty.

Subsequent to quarter-end, we also have capital commitments in connection with the Cascabel Stream and the Yanacocha Royalty, as described above.

Contingencies

(a)Cobre Panama

Cobre Panama has been on Preservation & Safe Management 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 2013-2020 taxation years.

​

​

​

​

Second 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

(in millions)

Transfer Pricing (Mexico)

​

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.

​

2013-2016

For 2013-2016:

Tax: $21.8 (C$29.9)

Transfer pricing penalties: $8.8 (C$12.0)

Interest and other penalties: $15.9 (C$21.8)

​

The amounts set forth above do not include any potential relief under the Canada-Mexico tax treaty.

​

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

​

Transfer Pricing (Barbados)

​

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.

​

2014-2018,

2019 (proposed)

For 2014-2018, 2019 (proposed):

Tax: $80.9 (C$110.7)

Transfer pricing penalties: $12.8 (C$17.6) for 2014-2017; $17.8 (C$24.4) for 2018-2019 under review

Interest and other penalties: $33.0 (C$45.3)

​

If the CRA were to reassess the 2020-2023 taxation years on the same basis:

Tax: $234.6 (C$321.1)

Transfer pricing penalties: $88.7 (C$121.4)

Interest and other penalties: $44.3 (C$60.7)

​

(i)Mexico (2013-2016)

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 and 2015 Reassessments”), and 2016 (the “2016 Reassessment”, collectively with the 2013 Reassessment and the 2014 and 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 $21.8 million (C$29.9 million) plus estimated interest (calculated to June 30, 2024) and other penalties of $15.9 million (C$21.8 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 $8.8 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 2013-2015 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.

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

29

​


(ii)Barbados (2014-2020)

The 2014 and 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 and 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 $34.0 million (C$46.5 million) plus estimated interest (calculated to June 30, 2024) and other penalties of $15.8 million (C$21.7 million).

Subsequently, the CRA issued revised 2014-2017 Reassessments to include transfer pricing penalties of $12.8 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 $16.6 million (C$22.7 million) for 2018 and $30.3 million (C$41.5 million) for 2019 plus estimated interest (calculated to June 30, 2024) and other penalties of $7.0 million (C$9.6 million) for 2018 and $10.2 million (C$14.0 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 $6.4 million (C$8.8 million) for 2018 and $11.4 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 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 $234.6 million (C$321.1 million), transfer pricing penalties of approximately $88.7 million (C$121.4 million) plus interest (calculated to June 30, 2024) and other penalties of approximately $44.3 million (C$60.7 million).

During the quarter, the CRA expanded its audit to include the 2020 taxation year. The Company has not received any proposal or Notices of Reassessment for the 2020 taxation year in connection with this expanded 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.

​

​

​

Second 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 six months ended June 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 August 13, 2024, the number of common shares outstanding or issuable pursuant to other outstanding securities is as follows:

​

​

​

​

Common Shares

    

Number

  

Outstanding

 

192,426,697

​

Issuable upon exercise of Franco-Nevada options(1)

 

603,578

​

Issuable upon vesting of Franco-Nevada RSUs(2)

 

114,677

​

Diluted common shares

 

193,144,952

​

1There were 603,578 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.
2There were 36,451 time-based RSUs and 78,226 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.

During the six months ended June 30, 2024, we did not issue or have any outstanding preferred shares.

​

​

​

Second 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 six months ended June 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 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 six months ended

​

​

​

June 30, 

​

​

June 30, 

​

(expressed in millions, except per GEO amounts)

    

2024

    

    

2023

    

    

2024

    

    

2023

  

Total costs of sales

​

$

82.0

​

​

$

122.2

​

​

$

173.8

​

​

$

221.4

​

Depletion and depreciation

​

​

(52.9)

​

​

​

(75.1)

​

​

​

(111.1)

​

​

​

(136.1)

​

Cash Costs

​

$

29.1

​

​

$

47.1

​

​

$

62.7

​

​

$

85.3

​

GEOs

​

 

110,264

​

​

 

168,515

​

​

 

233,161

​

​

 

313,846

​

Cash Costs per GEO sold

​

$

264

​

​

$

280

​

​

$

269

​

​

$

272

​

​

​

​

​

Second 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.

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

33

​


Reconciliation of Net Income to Adjusted EBITDA:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

 

​

​

June 30, 

​

​

June 30, 

​

(expressed in millions, except per share amounts)

    

2024

    

    

2023

    

    

2024

    

    

2023

  

Net income

​

$

79.5

​

​

$

184.5

​

​

$

224.0

​

​

$

341.0

​

Income tax expense

​

 

95.3

​

​

​

27.0

​

​

​

122.8

​

​

​

54.6

​

Finance expenses

​

 

0.6

​

​

​

0.7

​

​

​

1.2

​

​

​

1.4

​

Finance income

​

 

(16.2)

​

​

​

(10.0)

​

​

​

(32.2)

​

​

​

(20.5)

​

Depletion and depreciation

​

 

52.9

​

​

​

75.1

​

​

​

111.1

​

​

​

136.1

​

Gain on disposal of royalty interests

​

​

—

​

​

​

—

​

​

​

(0.3)

​

​

​

(3.7)

​

Foreign exchange loss (gain) and other expenses (income)

​

 

9.8

​

​

​

(1.7)

​

​

​

11.4

​

​

​

(3.9)

​

Adjusted EBITDA

​

$

221.9

​

​

$

275.6

​

​

$

438.0

​

​

$

505.0

​

Basic weighted average shares outstanding

​

 

192.3

​

​

 

191.9

​

​

 

192.2

​

​

 

191.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic earnings per share

​

$

0.41

​

​

$

0.96

​

​

$

1.17

​

​

$

1.78

​

Income tax expense

​

 

0.50

​

​

​

0.14

​

​

​

0.64

​

​

​

0.28

​

Finance expenses

​

 

—

​

​

​

—

​

​

​

0.01

​

​

​

0.01

​

Finance income

​

 

(0.08)

​

​

​

(0.05)

​

​

​

(0.17)

​

​

​

(0.11)

​

Depletion and depreciation

​

 

0.28

​

​

​

0.39

​

​

​

0.58

​

​

​

0.71

​

Gain on disposal of royalty interests

​

 

—

​

​

​

—

​

​

​

—

​

​

​

(0.02)

​

Foreign exchange loss (gain) and other expenses (income)

​

 

0.04

​

​

 

—

​

​

​

0.05

​

​

​

(0.02)

​

Adjusted EBITDA per share

​

$

1.15

​

​

$

1.44

​

​

$

2.28

​

​

$

2.63

​

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 six months ended

​

​

​

June 30, 

​

​

June 30, 

​

(expressed in millions, except Adjusted EBITDA Margin)

    

2024

  

  

2023

  

  

2024

  

  

2023

  

Adjusted EBITDA

​

$

221.9

​

​

$

275.6

​

​

$

438.0

​

​

$

505.0

​

Revenue

​

 

260.1

​

​

 

329.9

​

​

 

516.9

​

​

 

606.2

​

Adjusted EBITDA Margin

​

 

85.3

%

​

 

83.5

%

​

 

84.7

%

​

 

83.3

%

​

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

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

34

​


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 Net Income to Adjusted Net Income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

For the six months ended

​

​

​

June 30, 

​

​

June 30, 

​

(expressed in millions, except per share amounts)

    

2024

    

    

2023

    

    

2024

    

    

2023

  

Net income

​

$

79.5

​

​

$

184.5

​

​

$

224.0

​

​

$

341.0

​

Gain on disposal of royalty interests

​

 

—

​

​

​

—

​

​

​

(0.3)

​

​

​

(3.7)

​

Foreign exchange loss (gain) and other expenses (income)

​

 

9.8

​

​

 

(1.7)

​

​

 

11.4

​

​

 

(3.9)

​

Tax effect of adjustments

​

​

(2.0)

​

​

​

0.1

​

​

​

(2.0)

​

​

​

1.7

​

Other tax related adjustments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deferred tax expense related to the remeasurement of deferred tax liability due to changes in Barbados tax rate

​

​

49.1

​

​

​

—

​

​

​

49.1

​

​

​

—

​

Q1 2024 retroactive impact of GMT

​

​

9.9

​

​

 

—

​

​

 

—

​

​

 

—

​

Change in unrecognized deductible temporary differences

​

​

(1.4)

​

​

​

—

​

​

​

(1.4)

​

​

​

—

​

Adjusted Net Income

​

$

144.9

​

​

$

182.9

​

​

$

280.8

​

​

$

335.1

​

Basic weighted average shares outstanding

​

 

192.3

​

​

 

191.9

​

​

 

192.2

​

​

 

191.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic earnings per share

​

$

0.41

​

​

$

0.96

​

​

$

1.17

​

​

$

1.78

​

Gain on disposal of royalty interests

​

​

—

​

​

​

—

​

​

​

—

​

​

​

(0.02)

​

Foreign exchange loss (gain) and other expenses (income)

​

 

0.05

​

​

 

(0.01)

​

​

 

0.05

​

​

 

(0.02)

​

Tax effect of adjustments

​

​

(0.01)

​

​

​

—

​

​

​

(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

​

​

 

—

​

​

 

0.26

​

​

 

—

​

Q1 2024 retroactive impact of GMT

​

​

0.05

​

​

 

—

​

​

 

—

​

​

 

—

​

Change in unrecognized deductible temporary differences

​

 

(0.01)

​

​

 

—

​

​

 

(0.01)

​

​

 

—

​

Adjusted Net Income per share

​

$

0.75

​

​

$

0.95

​

​

$

1.46

​

​

$

1.75

​

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 six months ended

​

​

​

June 30, 

​

​

June 30, 

​

(expressed in millions, except Adjusted Net Income Margin)

    

2024

    

    

2023

    

    

2024

    

    

2023

  

Adjusted Net Income

​

$

144.9

​

​

$

182.9

​

​

$

280.8

​

​

$

335.1

​

Revenue

​

 

260.1

​

​

 

329.9

​

​

 

516.9

​

​

 

606.2

​

Adjusted Net Income Margin

​

 

55.7

%

​

 

55.4

%

​

 

54.3

%

​

 

55.3

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Second 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.

​

​

​

​

​

Second Quarter 2024 Management’s Discussion and Analysis

36

​


​

​

Graphic

​

​


FRANCO-NEVADA CORPORATION
00000000000000P3YP3MP6Y

Exhibit 99.3

Graphic

​

​

​

​

​

​

Franco-Nevada Corporation

Condensed Consolidated Statements of Financial Position

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

​

​

​

​

​

​

​

​

​

​

​

At June 30, 

​

​

At December 31, 

​

​

​

2024

  

    

2023

  

ASSETS

​

​

​

​

​

​

​

​

Cash and cash equivalents (Note 4)

​

$

1,439.0

​

​

$

1,421.9

​

Receivables

​

 

120.9

​

​

 

111.0

​

Loans receivable (Note 6)

​

 

10.2

​

​

 

—

​

Gold bullion, prepaid expenses and other current assets (Note 7)

​

 

98.2

​

​

 

82.4

​

Current assets

​

$

1,668.3

​

​

$

1,615.3

​

​

​

​

​

​

​

​

​

​

Royalty, stream and working interests, net (Note 8)

​

$

4,031.1

​

​

$

4,027.1

​

Investments (Note 5)

​

 

278.0

​

​

 

254.5

​

Loans receivable (Note 6)

​

​

75.7

​

​

​

24.8

​

Deferred income tax assets

​

 

35.4

​

​

 

37.0

​

Other assets (Note 9)

​

 

52.7

​

​

 

35.4

​

Total assets

​

$

6,141.2

​

​

$

5,994.1

​

​

​

​

​

​

​

​

​

​

LIABILITIES

​

​

​

​

​

​

​

​

Accounts payable and accrued liabilities

​

$

30.1

​

​

$

30.9

​

Current income tax liabilities

​

 

27.2

​

​

 

8.3

​

Current liabilities

​

$

57.3

​

​

$

39.2

​

​

​

​

​

​

​

​

​

​

Deferred income tax liabilities (Note 17)

​

$

234.1

​

​

$

180.1

​

Other liabilities

​

​

4.6

​

​

​

5.7

​

Total liabilities

​

$

296.0

​

​

$

225.0

​

​

​

​

​

​

​

​

​

​

SHAREHOLDERS’ EQUITY

​

​

​

​

​

​

​

​

Share capital (Note 18)

​

$

5,753.9

​

​

$

5,728.2

​

Contributed surplus

​

 

20.3

​

​

 

20.6

​

Retained earnings

​

 

294.0

​

​

 

212.3

​

Accumulated other comprehensive loss

​

 

(223.0)

​

​

 

(192.0)

​

Total shareholders’ equity

​

$

5,845.2

​

​

$

5,769.1

​

Total liabilities and shareholders’ equity

​

$

6,141.2

​

​

$

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 Second 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 six months ended

​

​

​

June 30, 

​

​

June 30, 

​

​

  

2024

    

    

2023

    

​

2024

    

    

2023

​

Revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue from royalty, streams and working interests (Note 11)

​

$

257.6

​

​

$

329.9

​

 

$

513.2

​

​

$

606.2

​

Interest revenue (Note 6a and b)

​

​

2.2

​

​

 

—

​

 

​

3.1

​

​

 

—

​

Other interest income (Note 6c)

​

​

0.3

​

​

​

—

​

​

​

0.6

​

​

​

—

​

Total revenue

​

$

260.1

​

​

$

329.9

​

​

$

516.9

​

​

$

606.2

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Costs of sales

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Costs of sales (Note 12)

​

$

29.1

​

​

$

47.1

​

 

$

62.7

​

​

$

85.3

​

Depletion and depreciation

​

​

52.9

​

​

 

75.1

​

 

​

111.1

​

​

 

136.1

​

Total costs of sales

​

$

82.0

​

​

$

122.2

​

​

$

173.8

​

​

$

221.4

​

Gross profit

​

$

178.1

​

​

$

207.7

​

​

$

343.1

​

​

$

384.8

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other operating expenses (income)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

General and administrative expenses (Note 13)

​

$

8.4

​

​

$

6.2

​

 

$

14.1

​

​

$

12.4

​

Share-based compensation expenses (Note 14)

​

​

1.8

​

​

​

2.4

​

​

​

4.6

​

​

​

5.6

​

Gain on disposal of royalty interests (Note 8)

​

​

—

​

​

​

—

​

 

​

(0.3)

​

​

​

(3.7)

​

Gain on sale of gold bullion

​

​

(1.1)

​

​

​

(1.4)

​

 

​

(2.5)

​

​

​

(2.1)

​

Total other operating expenses

​

$

9.1

​

​

$

7.2

​

 

$

15.9

​

​

$

12.2

​

Operating income

​

$

169.0

​

​

$

200.5

​

 

$

327.2

​

​

$

372.6

​

Foreign exchange (loss) gain and other (expenses) income

​

$

(9.8)

​

​

$

1.7

​

 

$

(11.4)

​

​

$

3.9

​

Income before finance items and income taxes

​

$

159.2

​

​

$

202.2

​

 

$

315.8

​

​

$

376.5

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Finance items (Note 16)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Finance income

​

$

16.2

​

​

$

10.0

​

 

$

32.2

​

​

$

20.5

​

Finance expenses

​

​

(0.6)

​

​

 

(0.7)

​

 

​

(1.2)

​

​

 

(1.4)

​

Net income before income taxes

​

$

174.8

​

​

$

211.5

​

 

$

346.8

​

​

$

395.6

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income tax expense (Note 17)

​

​

95.3

​

​

 

27.0

​

 

​

122.8

​

​

 

54.6

​

Net income

​

$

79.5

​

​

$

184.5

​

​

$

224.0

​

​

$

341.0

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other comprehensive income (loss), net of taxes

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Items that may be reclassified subsequently to profit and loss:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Currency translation adjustment

​

$

(12.3)

​

​

$

30.3

​

 

$

(51.5)

​

​

$

29.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Items that will not be reclassified subsequently to profit and loss:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gain (loss) on changes in the fair value of equity investments

​

​

​

​

​

 

​

​

 

​

​

​

​

 

​

​

at fair value through other comprehensive income ("FVTOCI"),

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

net of income tax (Note 5)

​

​

15.4

​

​

​

(5.8)

​

​

​

17.2

​

​

​

1.0

​

Other comprehensive income (loss), net of taxes

​

$

3.1

​

​

$

24.5

​

 

$

(34.3)

​

​

$

30.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Comprehensive income

​

$

82.6

​

​

$

209.0

​

​

$

189.7

​

​

$

371.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per share (Note 19)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

$

0.41

​

​

$

0.96

​

​

$

1.17

​

​

$

1.78

​

Diluted

​

$

0.41

​

​

$

0.96

​

​

$

1.16

​

​

$

1.77

​

Weighted average number of shares outstanding (Note 19)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

192.3

​

​

​

191.9

​

​

​

192.2

​

​

​

191.9

​

Diluted

​

​

192.5

​

​

​

192.2

​

​

​

192.4

​

​

​

192.2

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

2024 Second Quarter Financial Statements

3

​

​

Franco-Nevada Corporation

Condensed Consolidated Statements of Cash Flows

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

​

​

​

​

​

​

​

​

​

​

​

For the six months ended

​

​

​

June 30, 

​

​

    

2024

  

    

2023

  

Cash flows from operating activities

​

​

​

​

​

​

​

​

Net income

​

$

224.0

​

​

$

341.0

​

Adjustments to reconcile net income to net cash provided by operating activities:

​

​

​

​

​

​

​

​

Interest revenue

​

​

(3.1)

​

​

​

—

​

Other interest income

​

​

(0.6)

​

​

​

—

​

Depletion and depreciation

​

 

111.1

​

​

 

136.1

​

Share-based compensation expenses

​

 

2.9

​

​

 

3.2

​

Gain on disposal of royalty interests

​

 

(0.3)

​

​

 

(3.7)

​

Unrealized foreign exchange loss (gain)

​

 

7.8

​

​

 

(3.5)

​

Deferred income tax expense

​

​

56.3

​

​

 

15.1

​

Other non-cash items

​

 

(0.3)

​

​

 

(2.0)

​

Acquisition of gold bullion

​

​

(32.4)

​

​

​

(25.2)

​

Proceeds from sale of gold bullion

​

 

16.6

​

​

 

18.6

​

Changes in other assets

​

 

(17.4)

​

​

 

—

​

Operating cash flows before changes in non-cash working capital

​

$

364.6

​

​

$

479.6

​

Changes in non-cash working capital:

​

​

​

​

​

​

​

​

Increase in receivables

​

$

(9.9)

​

​

$

(8.7)

​

Decrease (increase) in prepaid expenses and other

​

 

2.5

​

​

 

(4.0)

​

Increase in current liabilities

​

 

15.7

​

​

 

4.8

​

Net cash provided by operating activities

​

$

372.9

​

​

$

471.7

​

​

​

​

​

​

​

​

​

​

Cash flows used in investing activities

​

​

​

​

​

​

​

​

Acquisition of royalty, stream and working interests

​

$

(163.1)

​

​

$

(270.8)

​

Advances of loans receivable

​

​

(83.5)

​

​

​

—

​

Acquisition of investments

​

 

(11.0)

​

​

 

(0.5)

​

Proceeds from repayment of loan receivable

​

​

18.9

​

​

​

—

​

Proceeds from sale of royalty interests

​

​

11.2

​

​

​

7.0

​

Proceeds from sale of investments

​

 

1.1

​

​

 

1.9

​

Acquisition of energy well equipment

​

 

(0.7)

​

​

 

(0.8)

​

Acquisition of property and equipment

​

​

(0.1)

​

​

​

—

​

Net cash used in investing activities

​

$

(227.2)

​

​

$

(263.2)

​

​

​

​

​

​

​

​

​

​

Cash flows used in financing activities

​

​

​

​

​

​

​

​

Payment of dividends

​

$

(119.2)

​

​

$

(116.4)

​

Proceeds from exercise of stock options

​

 

2.7

​

​

 

2.9

​

Revolving credit facility amendment costs

​

 

(0.8)

​

​

​

—

​

Net cash used in financing activities

​

$

(117.3)

​

​

$

(113.5)

​

Effect of exchange rate changes on cash and cash equivalents

​

$

(11.3)

​

​

$

3.6

​

Net change in cash and cash equivalents

​

$

17.1

​

​

$

98.6

​

Cash and cash equivalents at beginning of period

​

$

1,421.9

​

​

$

1,196.5

​

Cash and cash equivalents at end of period

​

$

1,439.0

​

​

$

1,295.1

​

​

​

​

​

​

​

​

​

​

Supplemental cash flow information:

​

​

​

​

​

​

​

​

Income taxes paid

​

$

42.5

​

​

$

50.9

​

Dividend income received

​

$

4.2

​

​

$

5.6

​

Interest and standby fees paid

​

$

1.0

​

​

$

1.2

​

​

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

​

​

​

​

​

2024 Second 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

​

 

—

​

 

—

​

 

—

​

 

341.0

​

 

341.0

​

Other comprehensive income, net of taxes

​

 

—

​

 

—

​

 

30.9

​

 

—

​

 

30.9

​

Total comprehensive income

​

​

​

​

​

​

​

​

​

​

​

​

​

$

371.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Exercise of stock options

​

$

3.8

​

$

(0.9)

​

$

—

​

$

—

​

$

2.9

​

Share-based payments

​

​

—

​

​

3.5

​

​

—

​

​

—

​

​

3.5

​

Transfer of gain on disposal of equity investments at FVTOCI

​

​

—

​

 

—

​

 

(0.4)

​

 

0.4

​

​

—

​

Dividend reinvestment plan

​

 

14.5

​

 

—

​

 

—

​

 

—

​

 

14.5

​

Dividends declared

​

 

—

​

 

—

​

 

—

​

 

(130.9)

​

 

(130.9)

​

Balance at June 30, 2023

​

$

5,713.6

​

$

18.2

​

$

(203.2)

​

$

1,150.9

​

$

6,679.5

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at January 1, 2024

​

$

5,728.2

​

$

20.6

​

$

(192.0)

​

$

212.3

​

$

5,769.1

​

Net income

​

 

—

​

 

—

​

 

—

​

 

224.0

​

 

224.0

​

Other comprehensive loss, net of taxes

​

 

—

​

 

—

​

 

(34.3)

​

 

—

​

 

(34.3)

​

Total comprehensive income

​

​

​

​

​

​

​

​

​

​

​

​

​

$

189.7

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Exercise of stock options

​

$

3.5

​

$

(0.8)

​

$

—

​

$

—

​

$

2.7

​

Share-based payments

​

​

—

​

​

2.9

​

​

—

​

​

—

​

​

2.9

​

Vesting of restricted share units

​

​

2.4

​

​

(2.4)

​

​

—

​

​

—

​

​

—

​

Transfer of loss on disposal of equity investments at FVTOCI

​

 

—

​

 

—

​

 

3.3

​

 

(3.3)

​

 

—

​

Dividend reinvestment plan

​

 

19.8

​

 

—

​

 

—

​

 

—

​

 

19.8

​

Dividends declared

​

 

—

​

 

—

​

 

—

​

 

(139.0)

​

 

(139.0)

​

Balance at June 30, 2024

​

$

5,753.9

​

$

20.3

​

$

(223.0)

​

$

294.0

​

$

5,845.2

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

2024 Second Quarter Financial Statements

5

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

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 six months ended June 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 August 13, 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.

​

​

​

2024 Second Quarter Financial Statements

6

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

(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 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

​​​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 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

Subsequent to quarter-end, on August 13, 2024, the Company, through a wholly-owned subsidiary, 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 consists of $210.0 million paid in cash on closing, plus a contingent payment of $15.0 million payable in Franco-Nevada common shares (equivalent to 118,534 common shares determined as of the date of the agreement), payable upon the Conga project achieving commercial production for a full year prior to the 20th anniversary of closing.

Franco-Nevada will also hold 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 is effective July 1, 2024.

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

Subsequent to quarter-end, 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”), have syndicated a 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:

●FNB will provide $70.0 million and Osisko $30.0 million for a total of $100.0 million in pre-construction funding available as three equal sized staged payments. FNB funded an upfront deposit of $23.4 million at closing, and

​

​

​

2024 Second Quarter Financial Statements

7

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

will fund two additional staged deposits of $23.3 million each, subject to completion of key development milestones.
●FNB will make $455.0 million available and Osisko will make $195.0 million available for a total of $650.0 million 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.
(c)Private Placement with G Mining Ventures Corp.

Subsequent to quarter-end, 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.

(d)Term Loan with EMX Royalty Corporation

On June 19, 2024, the Company, through a wholly-owned subsidiary, entered into a term loan agreement with EMX Royalty Corporation (“EMX”) of $35.0 million (the “EMX Term Loan”). As at June 30, 2024, no amount had been advanced under the EMX Term Loan. The Company advanced the full amount of the loan to EMX subsequent to quarter-end, on August 9, 2024 (net of a commitment fee equal to 1% of the principal amount).

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.

(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 subsequent to quarter-end, 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 is included in revenue for the three and six months ended June 30, 2024.

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 (b) for further details.

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

On April 19, 2024, the Company funded, through a wholly-owned subsidiary, a second and final advance of $33.0 million to G Mining Ventures pursuant to a term loan agreement in connection with the Tocantinzinho gold project (the “G Mining Ventures Term Loan”). Together with the initial advance of $42.0 million on January 29, 2024, the Company has met the total commitment of $75.0 million under the G Mining Ventures Term Loan.

​

​

​

2024 Second Quarter Financial Statements

8

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

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. Interest earned on the G Mining Ventures Term Loan is included in revenue for the three and six months ended June 30, 2024.

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.

(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.

​

​

​

2024 Second Quarter Financial Statements

9

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

(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.

(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 $5.3 million and $19.1 million for Q2 2024 and H1 2024, respectively (Q2 2023 – $3.5 million and H1 2023 - $5.9 million, respectively). As at June 30, 2024, Franco-Nevada’s cumulative investment in the Royalty Acquisition Venture totaled $469.3 million and Franco-Nevada has remaining commitments of up to $50.7 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 June 30, 

​

​

At December 31, 

 

​

  

  

2024

  

  

2023

  

Cash deposits

​

​

$

519.0

​

​

$

571.4

​

Term deposits

​

​

 

920.0

​

​

 

850.5

​

​

​

​

$

1,439.0

​

​

$

1,421.9

​

​

As at June 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 June 30, 

​

​

At December 31, 

 

​

  

  

2024

  

  

2023

  

Equity investments at FVTOCI

​

​

$

267.5

​

​

$

246.4

​

Warrants

​

​

 

10.5

​

​

 

8.1

​

​

​

​

$

278.0

​

​

$

254.5

​

​

Equity Investments at FVTOCI

Equity investments comprised the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

At June 30, 

​

​

At December 31, 

 

​

  

  

2024

  

  

2023

  

Labrador Iron Ore Royalty Corporation ("LIORC")

​

​

$

134.6

​

​

$

152.7

​

G Mining Ventures

​

​

​

77.1

​

​

​

47.6

​

Other

​

​

 

55.8

​

​

 

46.1

​

​

​

​

$

267.5

​

​

$

246.4

​

​

Subsequent to quarter-end, 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.

During the six months ended June 30, 2024, the Company disposed of equity investments with a cost of $12.3 million (H1 2023 – $1.3 million) for gross proceeds of $8.5 million (H1 2023 – $1.9 million).

​

​

​

2024 Second Quarter Financial Statements

10

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

For the six months ended

 

​

​

June 30, 

​

June 30, 

​

​

    

2024

    

2023

  

  

2024

  

  

2023

  

Gain (loss) on changes in the fair value of equity investments at FVTOCI

​

$

17.8

​

$

(6.6)

​

​

$

19.8

​

​

$

1.2

​

Income tax (expense) recovery in other comprehensive income (loss)

​

 

(2.4)

​

 

0.8

​

 

​

(2.6)

​

​

 

(0.2)

​

Gain (loss) on changes in the fair value of equity investments at FVTOCI, net of income tax

​

$

15.4

​

$

(5.8)

​

 

$

17.2

​

​

$

1.0

​

​

Note 6 – Loans Receivable

Loans receivable comprised the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

At June 30, 

​

​

At December 31, 

​

​

​

​

2024

  

  

2023

​

G Mining Ventures Term Loan

​

​

$

75.7

​

​

$

—

​

SolGold Term Loan

​

​

​

10.2

​

​

​

—

​

Skeena Convertible Debenture

​

​

​

—

​

​

​

24.8

​

Loans receivable

​

​

$

85.9

​

​

$

24.8

​

Provision for expected credit losses

​

​

​

—

​

​

​

—

​

Loans receivable, net

​

​

$

85.9

​

​

$

24.8

​

Current

​

​

$

10.2

​

​

$

—

​

Non-Current

​

​

​

75.7

​

​

​

24.8

​

Loans receivable, net

​

​

$

85.9

​

​

$

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 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. For the three months and six months ended June 30, 2024, the Company recognized interest revenue of $2.0 million and $2.9 million, respectively.

(b)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.

The SolGold Term Loan is measured at amortized cost less any impairment loss allowance. The Company determined that the impairment loss allowance on the SolGold Term Loan at the end of the reporting period 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. For the three months and six months ended June 30, 2024, the Company recognized interest revenue of $0.2 million.

Subsequent to quarter-end, on July 17, 2024, SolGold paid $10.2 million as full repayment for the SolGold Term Loan and the SolGold Term Loan was terminated.

​

​

​

​

2024 Second Quarter Financial Statements

11

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

(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 were recognized as other income (expenses) in the statement of income and comprehensive income. For the three and six months ended June 30, 2024, the Company recognized a loss related to the change in fair value of the Skeena Convertible Debenture of $5.2 million and $5.7 million, respectively.

Interest income, calculated by applying the contractual interest rate of 7% 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. For the three and six months ended June 30, 2024, the Company recognized other interest income of $0.3 million and $0.6 million, respectively.

(d)EMX Term Loan

On June 19, 2024, the Company, through a wholly-owned subsidiary, entered into a term loan agreement with EMX to provide $35.0 million in funding. As at June 30, 2024, no amount had been advanced under the EMX Term Loan. The Company funded $35.0 million (net of a commitment fee equal to 1% of the principal amount), subsequent to quarter-end, on August 9, 2024.

The EMX Term Loan is a senior secured term loan which matures on July 1, 2024. 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.

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

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

At June 30, 

​

​

At December 31, 

​

​

  

  

2024

  

  

2023

  

Gold bullion

​

​

$

69.9

​

​

$

51.3

​

Prepaid expenses

​

​

 

27.4

​

​

 

30.0

​

Stream ounces inventory

​

​

​

0.5

​

​

​

0.5

​

Debt issue costs

​

​

 

0.4

​

​

 

0.6

​

​

​

​

$

98.2

​

​

$

82.4

​

​

​

​

​

​

​

2024 Second Quarter Financial Statements

12

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

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 June 30, 2024

    

Cost

    

 depletion(1)

    

reversals(2)

    

 

Carrying value

 

Mining royalties

​

$

1,717.5

​

$

(775.3)

​

$

—

​

​

$

942.2

​

Streams

​

​

4,774.3

​

​

(3,463.5)

​

​

—

​

​

​

1,310.8

​

Energy

​

​

2,084.5

​

​

(846.5)

​

​

—

​

​

​

1,238.0

​

Advanced

​

​

406.1

​

​

(46.6)

​

​

—

​

​

​

359.5

​

Exploration

​

​

198.8

​

​

(18.2)

​

​

—

​

​

​

180.6

​

​

​

$

9,181.2

​

$

(5,150.1)

​

$

—

​

​

$

4,031.1

​

1.Accumulated depletion includes impairment losses recognized prior to the six months ended June 30, 2024.
2.Impairment (losses) reversals recognized in the six months ended June 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 June 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

​

​

—

​

​

10.8

​

​

132.5

​

​

8.9

​

​

13.3

​

​

165.5

​

Disposals

​

 

(10.8)

​

 

—

​

 

—

​

 

—

​

 

—

​

 

(10.8)

​

Transfers

​

 

44.8

​

 

—

​

 

—

​

 

(36.5)

​

 

(8.3)

​

 

—

​

Depletion

​

 

(20.5)

​

 

(59.0)

​

 

(30.4)

​

 

—

​

 

—

​

 

(109.9)

​

Impact of foreign exchange

​

 

(20.0)

​

 

—

​

 

(10.5)

​

 

(8.9)

​

 

(1.4)

​

 

(40.8)

​

Balance at June 30, 2024

​

$

942.2

​

$

1,310.8

​

$

1,238.0

​

$

359.5

​

$

180.6

​

$

4,031.1

​

​

​

Of the total net book value as at June 30, 2024, $3,059.1 million (December 31, 2023 - $2,990.9 million) is depletable and $972.0 million (December 31, 2023 - $1,036.2 million) is non-depletable.

​

​

​

2024 Second Quarter Financial Statements

13

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

(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 June 30, 

​

​

At December 31, 

​

​

  

  

2024

  

  

2023

  

Deposits related to CRA audits

​

​

$

44.7

​

​

$

27.7

​

Energy well equipment, net

​

​

​

5.7

​

​

​

5.8

​

Right-of-use assets, net

​

​

 

0.3

​

​

 

0.6

​

Debt issue costs

​

​

​

1.7

​

​

​

1.1

​

Furniture and fixtures, net

​

​

 

0.3

​

​

 

0.2

​

​

​

​

$

52.7

​

​

$

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 six months ended June 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 June 30, 2024, no amounts were drawn from the Corporate Revolver. The Company has three standby letters of credit in the amount of $18.6 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 Second Quarter Financial Statements

14

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

Note 11 - Revenue

Revenue comprised the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

 

​

​

June 30, 

​

​

June 30, 

​

​

    

2024

    

  

2023

  

  

2024

  

  

2023

  

Revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue from royalty, streams and working interests(1)(2)

​

$

257.6

​

​

$

329.9

​

​

$

513.2

​

​

$

606.2

​

Interest revenue (Note 6)

​

​

2.2

​

​

​

—

​

​

​

3.1

​

​

​

—

​

Other interest income (Note 6)

​

​

0.3

​

​

​

—

​

​

​

0.6

​

​

​

—

​

​

​

$

260.1

​

​

$

329.9

​

​

$

516.9

​

​

$

606.2

​

1.For Q2 2024, revenue includes a loss of $0.1 million and a gain of $0.2 million for provisional pricing adjustments for gold and platinum group metals, respectively (Q2 2023 – a gain of $0.1 million and loss of $0.2 million, respectively). For H1 2024, revenue includes a gain of nil and a loss of $0.1 million for provisional pricing adjustments for gold and platinum group metals, respectively (H1 2023 – a gain of $0.2 million and $0.3 million, respectively).
2.For Q2 2024, revenue includes dividend income of $5.1 million from the Company’s equity investment in LIORC (Q2 2023 – $3.1 million). For H1 2024, revenue includes dividend income of $7.2 million from the Company’s equity investment in LIORC (H1 2023 – $5.4 million).

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

 

​

​

June 30, 

​

​

June 30, 

​

​

    

2024

    

  

2023

  

  

2024

  

  

2023

  

Commodity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gold(1)

​

$

156.9

​

​

$

213.9

​

​

$

317.8

​

​

$

386.1

​

Silver

​

 

28.1

​

​

​

35.4

​

​

 

53.0

​

​

​

64.0

​

Platinum group metals(1)

​

 

8.0

​

​

​

9.9

​

​

 

16.2

​

​

​

21.3

​

Iron ore(2)

​

​

12.0

​

​

​

10.1

​

​

​

26.8

​

​

​

23.2

​

Other mining assets

​

​

1.7

​

​

​

5.1

​

​

​

4.7

​

​

​

7.1

​

Mining

​

$

206.7

​

​

$

274.4

​

​

$

418.5

​

​

$

501.7

​

Oil

​

$

35.9

​

​

$

36.9

​

​

$

62.1

​

​

$

64.0

​

Gas

​

​

10.8

​

​

​

14.2

​

​

​

23.1

​

​

​

31.1

​

Natural gas liquids

​

​

4.2

​

​

​

4.4

​

​

​

9.5

​

​

​

9.4

​

Energy

​

$

50.9

​

​

$

55.5

​

​

$

94.7

​

​

$

104.5

​

Revenue from royalty, stream and working interests

​

$

257.6

​

​

$

329.9

​

​

$

513.2

​

​

$

606.2

​

Interest from loans receivable

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest revenue

​

$

2.2

​

​

$

—

​

​

$

3.1

​

​

$

—

​

Other interest income

​

​

0.3

​

​

​

—

​

​

​

0.6

​

​

​

—

​

​

​

$

260.1

​

​

$

329.9

​

​

$

516.9

​

​

$

606.2

​

Geography

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

South America

​

$

93.6

​

​

$

106.0

​

​

$

194.4

​

​

$

185.2

​

Central America & Mexico

​

​

16.8

​

​

​

86.3

​

​

​

41.6

​

​

​

157.2

​

United States

​

 

51.2

​

​

​

57.8

​

​

 

98.0

​

​

​

108.1

​

Canada(1)(2)

​

 

51.3

​

​

​

43.1

​

​

 

91.5

​

​

​

86.9

​

Rest of World

​

 

47.2

​

​

​

36.7

​

​

 

91.4

​

​

​

68.8

​

​

​

$

260.1

​

​

$

329.9

​

​

$

516.9

​

​

$

606.2

​

Type

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue-based royalties

​

$

101.2

​

​

$

99.8

​

​

$

199.7

​

​

$

191.2

​

Streams(1)

​

 

127.8

​

​

 

201.4

​

​

 

260.0

​

​

 

358.6

​

Profit-based royalties

​

 

17.9

​

​

 

15.3

​

​

 

31.9

​

​

 

32.5

​

Interest revenue and other(2)

​

 

13.2

​

​

 

13.4

​

​

 

25.3

​

​

 

23.9

​

​

​

$

260.1

​

​

$

329.9

​

​

$

516.9

​

​

$

606.2

​

1.For Q2 2024, revenue includes a loss of $0.1 million and a gain of $0.2 million for provisional pricing adjustments for gold and platinum group metals, respectively (Q2 2023 – a gain of $0.1 million and loss of $0.2 million, respectively). For H1 2024, revenue includes a gain of nil and a loss of $0.1 million for provisional pricing adjustments for gold and platinum group metals, respectively (H1 2023 – a gain of $0.2 million and $0.3 million, respectively).
2.For Q2 2024, revenue includes dividend income of $5.1 million from the Company’s equity investment in LIORC (Q2 2023 – $3.1 million). For H1 2024, revenue includes dividend income of $7.2 million from the Company’s equity investment in LIORC (H1 2023 – $5.4 million).

​

​

​

​

​

2024 Second Quarter Financial Statements

15

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

Note 12 - Costs of Sales

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

 

​

​

June 30, 

​

​

June 30, 

​

​

    

2024

    

​

2023

  

  

2024

  

  

2023

  

Costs of stream sales

​

$

25.9

​

​

$

43.2

​

​

$

56.0

​

​

$

78.2

​

Mineral production taxes

​

 

0.7

​

​

 

0.6

​

​

 

1.2

​

​

 

1.0

​

Mining costs of sales

​

$

26.6

​

​

$

43.8

​

​

$

57.2

​

​

$

79.2

​

Energy costs of sales

​

 

2.5

​

​

 

3.3

​

​

 

5.5

​

​

 

6.1

​

​

​

$

29.1

​

​

$

47.1

​

​

$

62.7

​

​

$

85.3

​

​

​

Note 13 – General and Administrative Expenses

General and administrative expenses comprised the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended June 30, 

​

For the six months ended June 30, 

 

(expressed in millions)

  

  

2024

  

  

2023

    

  

2024

  

  

2023

  

Salaries and benefits

​

​

$

2.5

​

​

$

2.7

​

​

$

5.0

​

​

$

5.3

​

Professional fees

​

​

 

2.3

​

​

 

1.5

​

​

 

3.7

​

​

 

3.1

​

Cobre Panama arbitration expenses

​

​

​

0.8

​

​

​

—

​

​

​

2.3

​

​

​

—

​

Community contributions

​

​

​

0.3

​

​

​

—

​

​

​

0.4

​

​

​

0.1

​

Board of Directors' costs

​

​

​

0.1

​

​

​

0.2

​

​

​

0.2

​

​

​

0.3

​

Office, insurance and other expenses

​

​

 

2.4

​

​

 

1.8

​

​

 

2.5

​

​

 

3.6

​

​

​

​

$

8.4

​

​

$

6.2

​

​

$

14.1

​

​

$

12.4

​

​

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 six months ended

 

​

​

June 30, 

​

​

June 30, 

​

​

    

2024

    

2023

  

  

2024

  

  

2023

  

Stock options and restricted share units

​

$

1.5

​

$

1.7

​

​

$

2.9

​

​

$

3.2

​

Deferred share units

​

 

0.3

​

 

0.7

​

​

 

1.7

​

​

 

2.4

​

​

​

$

1.8

​

$

2.4

​

​

$

4.6

​

​

$

5.6

​

​

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 six months ended

 

​

​

June 30, 

​

​

June 30, 

​

​

    

2024

    

2023

  

  

2024

  

  

2023

  

Short-term benefits(1)

​

$

0.9

​

$

0.9

​

​

$

1.9

​

​

$

1.8

​

Share-based payments(2)

​

 

1.5

​

 

1.3

​

​

 

4.1

​

​

 

3.9

​

​

​

$

2.4

​

$

2.2

​

​

$

6.0

​

​

$

5.7

​

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 Second Quarter Financial Statements

16

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

Note 16 - Finance Income and Expenses

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

​

​

​

​

June 30, 

​

​

June 30, 

​

​

  

  

2024

  

  

2023

 

​

2024

  

  

2023

​

Finance income

 

​

​

​

 

​

​

​

​

​

​

​

​

​

​

​

​

Interest

​

​

$

16.2

​

​

$

10.0

​

​

$

32.2

​

​

$

20.5

​

​

​

​

$

16.2

​

​

$

10.0

​

​

$

32.2

​

​

$

20.5

​

Finance expenses

 

​

​

​

 

​

​

​

​

​

​

​

​

​

​

​

​

Standby charges

​

​

$

0.5

​

​

$

0.6

​

​

$

1.0

​

​

$

1.2

​

Amortization of debt issue costs

​

​

 

0.1

​

​

 

0.1

​

​

 

0.2

​

​

 

0.2

​

​

​

​

$

0.6

​

​

$

0.7

​

​

$

1.2

​

​

$

1.4

​

​

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 June 30, 2024 and 2023 was as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

 

​

​

June 30, 

​

​

June 30, 

 

​

    

2024

​

2023

  

  

2024

  

  

2023

  

Current income tax expense

​

$

44.4

​

$

20.0

​

​

$

66.5

​

​

$

39.5

​

Deferred income tax expense

​

​

50.9

​

​

7.0

​

​

​

56.3

​

​

​

15.1

​

Income tax expense

​

$

95.3

​

$

27.0

​

​

$

122.8

​

​

$

54.6

​

​

Global Minimum Tax:

On August 4, 2023, the Government of Canada released the draft Global Minimum Tax Act (“GMTA”) for consultation, which would implement key measures of the Organisation for the Economic Co-operation and Development’s (“OECD”) Pillar Two global minimum tax 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.

On June 20, 2024, the Government of Canada enacted the GMTA legislation, effective from January 1, 2024. 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 six months-ended June 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 six months ended June 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:

On November 7, 2023, the Government of Barbados announced proposed tax measures in response to the OECD Pillar Two global minimum tax initiative, including an increase of the Barbados corporate tax rate to 9% effective January 1, 2024. The legislation to implement the proposed measures was enacted in May 2024. This change resulted in a deferred tax expense of approximately $49.1 million related to the remeasurement of the deferred tax liability of the Company’s subsidiary in Barbados being recognized in the six months ended June 30, 2024. In addition to the deferred tax expense for the remeasurement of deferred tax liability, the Company’s subsidiary in Barbados recognized current tax expense of $16.1 million and deferred tax recovery of $3.5 million for the six months ended June 30, 2024.

The Government of Barbados has also introduced 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

​

​

​

2024 Second Quarter Financial Statements

17

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

15%. This new measure was also enacted in May 2024 and resulted in the Company’s subsidiary in Barbados recognizing an additional current tax expense of $9.0 million for the six months ended June 30, 2024.

The total income tax expense recognized by the Company’s subsidiary in Barbados including the result of the enactment of the Barbados corporate tax reform measures was $70.7 million for the six months ended June 30, 2024, of which $25.1 million is current income tax expense and $45.6 million is deferred income tax expense, as detailed above.

Canada Revenue Agency Audit:

The Company is undergoing an audit by the Canada Revenue Agency of its 2013-2020 taxation years, as referenced in Note 23 (b).

Note 18 - Shareholders’ Equity

(a)Share Capital

The Company’s authorized capital stock includes an unlimited number of common shares (192,426,697 common shares issued and outstanding as at June 30, 2024) having no par value and preferred shares issuable in series (issued - nil).

Changes in share capital for the periods ended June 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

​

​

165,583

​

​

19.8

​

Balance at June 30, 2024

​

​

192,426,697

​

$

5,753.9

​

​

(b)Dividends

For the three months ended June 30, 2024, the Company declared dividends of $0.36 per common share (Q2 2023 – $0.34). For the six months ended June 30, 2024, the Company declared dividends of $0.72 per common share (H1 2023 – $0.68). Dividends paid in cash and through the Company’s Dividend Reinvestment Plan (“DRIP”) were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

  

​

​

June 30, 

​

​

June 30, 

  

​

    

2024

    

2023

  

  

2024

  

  

2023

  

Cash dividends

​

$

60.3

​

$

58.6

​

​

$

119.2

​

​

$

116.4

​

DRIP dividends

​

 

9.3

​

 

6.9

​

​

 

19.8

​

​

 

14.5

​

​

​

$

69.6

​

$

65.5

​

​

$

139.0

​

​

$

130.9

​

​

​

Note 19 - Earnings per Share ("EPS")

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended June 30, 

  

​

​

2024

​

2023

  

​

    

​

​

    

Shares

    

​

Per Share

 

​

​

    

Shares

    

​

Per Share

 

​

​

​

Net income

​

(in millions)

​

​

Amount

 

​

Net income

​

(in millions)

​

​

Amount

 

Basic earnings per share

​

​

$

79.5

 

192.3

​

​

$

0.41

​

​

$

184.5

 

191.9

​

​

$

0.96

​

Effect of dilutive securities

​

​

 

—

 

0.2

​

​

 

—

​

​

 

—

 

0.3

​

​

 

—

​

Diluted earnings per share

​

​

$

79.5

 

192.5

​

​

$

0.41

​

​

$

184.5

 

192.2

​

​

$

0.96

​

​

​

​

​

​

​

​

2024 Second Quarter Financial Statements

18

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the six months ended June 30, 

  

​

​

2024

​

2023

  

​

    

​

​

    

Shares

    

​

Per Share

 

​

​

    

Shares

    

​

Per Share

 

​

​

​

Net income

​

(in millions)

​

​

Amount

 

​

Net income

​

(in millions)

​

​

Amount

 

Basic earnings per share

​

​

$

224.0

 

192.2

​

​

$

1.17

​

​

$

341.0

 

191.9

​

​

$

1.78

​

Effect of dilutive securities

​

​

 

—

 

0.2

​

​

 

(0.01)

​

​

 

—

 

0.3

​

​

 

(0.01)

​

Diluted earnings per share

​

​

$

224.0

 

192.4

​

​

$

1.16

​

​

$

341.0

 

192.2

​

​

$

1.77

​

​

For the three months ended June 30, 2024, 6,560 stock options (Q2 2023 – 59,636 stock options) were excluded in the computation of diluted EPS due to being anti-dilutive. For the six months ended June 30, 2024, 1,282 stock options (H1 2023 – 47,767 stock options) were excluded in the computation of diluted EPS due to being anti-dilutive.

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 June 30, 

​

​

​

2024

​

2023

​

​

​

Mining

​

Energy

​

Total

​

​

Mining

​

Energy

​

Total

​

Revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue from royalty, streams and working interests

​

$

206.7

​

$

50.9

​

$

257.6

​

​

$

274.4

​

$

55.5

​

$

329.9

​

Interest revenue

​

​

2.2

​

​

—

​

​

2.2

​

​

​

—

​

​

—

​

​

—

​

Other interest income

​

​

0.3

​

​

—

​

​

0.3

​

​

​

—

​

​

—

​

​

—

​

Total Revenue

​

$

209.2

​

$

50.9

​

$

260.1

​

​

$

274.4

​

$

55.5

​

$

329.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Costs of sales

​

$

26.6

​

$

2.5

​

$

29.1

​

​

$

43.8

​

$

3.3

​

$

47.1

​

Depletion and depreciation

​

​

38.2

​

​

13.7

​

​

51.9

​

​

​

56.6

​

​

18.3

​

​

74.9

​

Segment gross profit

​

$

144.4

​

$

34.7

​

$

179.1

​

​

$

174.0

​

$

33.9

​

$

207.9

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the six months ended June 30, 

​

​

​

2024

​

2023

​

​

  

Mining

    

Energy

    

Total

​

    

Mining

    

Energy

    

Total

  

Revenue

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Revenue from royalty, streams and working interests

​

$

418.5

​

$

94.7

​

$

513.2

​

​

$

501.7

​

$

104.5

​

$

606.2

​

Interest revenue

​

​

3.1

​

​

—

​

​

3.1

​

​

​

—

​

​

—

​

​

—

​

Other interest income

​

​

0.6

​

​

—

​

​

0.6

​

​

​

—

​

​

—

​

​

—

​

Total Revenue

​

$

422.2

​

$

94.7

​

$

516.9

​

​

$

501.7

​

$

104.5

​

$

606.2

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Costs of sales

​

$

57.2

​

$

5.5

​

$

62.7

​

​

$

79.2

​

$

6.1

​

$

85.3

​

Depletion and depreciation

​

​

79.5

​

​

30.4

​

​

109.9

​

​

​

103.4

​

​

32.4

​

​

135.8

​

Segment gross profit

​

$

285.5

​

$

58.8

​

$

344.3

​

​

$

319.1

​

$

66.0

​

$

385.1

​

​

​

​

​

2024 Second Quarter Financial Statements

19

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the three months ended

​

​

For the six months ended

​

​

​

​

June 30, 

​

​

June 30, 

​

​

​

​

2024

​

​

2023

​

​

2024

​

​

2023

​

Total segment gross profit

​

$

179.1

​

​

$

207.9

​

​

$

344.3

​

​

$

385.1

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other operating expenses (income)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

General and administrative expenses

​

$

8.4

​

​

$

6.2

​

​

$

14.1

​

​

$

12.4

​

​

Share-based compensation expense

​

​

1.8

​

​

​

2.4

​

​

​

4.6

​

​

​

5.6

​

​

Gain on disposal of royalty interests

​

​

—

​

​

​

—

​

​

​

(0.3)

​

​

​

(3.7)

​

​

Gain on sale of gold bullion

​

​

(1.1)

​

​

​

(1.4)

​

​

​

(2.5)

​

​

​

(2.1)

​

​

Depreciation

​

​

1.0

​

​

​

0.2

​

​

​

1.1

​

​

​

0.3

​

​

Foreign exchange loss (gain) and other expenses (income)

​

​

9.8

​

​

​

(1.7)

​

​

​

11.4

​

​

​

(3.9)

​

​

Income before finance items and income taxes

​

$

159.2

​

​

$

202.2

​

​

$

315.9

​

​

$

376.5

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Finance items

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Finance income

​

$

16.2

​

​

$

10.0

​

​

$

32.2

​

​

$

20.5

​

​

Finance expenses

​

​

(0.6)

​

​

​

(0.7)

​

​

​

(1.2)

​

​

​

(1.4)

​

​

Net income before income taxes

​

$

174.8

​

​

$

211.5

​

​

$

346.9

​

​

$

395.6

​

​

​

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).

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 six months ended June 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 June 30, 2024

​

(Level 1)

​

(Level 2)

​

(Level 3)

​

​

fair value

  

Equity investments

​

$

263.0

​

$

—

​

$

4.5

​

​

$

267.5

​

Warrants

​

 

—

​

 

10.5

​

 

—

​

​

 

10.5

​

Receivables from provisional concentrate sales

​

​

—

​

​

4.6

​

​

—

​

​

​

4.6

​

​

​

$

263.0

​

$

15.1

​

$

4.5

​

​

$

282.6

​

​

​

​

2024 Second Quarter Financial Statements

20

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

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 June 30, 2024, the carrying values of the G Mining Ventures Term Loan and SolGold 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 Second Quarter Financial Statements

21

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

Note 22 - Commitments

(a)Commodity Purchase Commitments

The following table summarizes the Company’s commitments pursuant to the associated precious metals agreements as at June 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

​

Cobre Panama Fixed Payment Stream

 

—

% (11)

—

% (12)

—

%  

$

418

(13)

$

6.27

(14)

​

n/a

 

40 years

​

19-Jan-18

​

Cobre Panama Floating Payment Stream

​

—

% (15)

—

% (16)

—

%  

​

20

% (17)

​

20

% (18)

​

n/a

 

40 years

​

19-Jan-18

​

Condestable

​

—

% (19)

—

% (20)

—

%  

​

20

% (21)

​

20

% (22)

​

n/a

 

40 years

​

27-Mar-24

​

Guadalupe-Palmarejo

 

50

%  

—

%  

—

%  

$

800

​

​

n/a

​

​

n/a

 

40 years

​

2-Oct-14

​

Karma

 

4.875

%

—

%  

—

%  

 

20

% (23)

​

n/a

​

​

n/a

 

40 years

​

11-Aug-14

​

Sabodala

 

—

% (24)

—

%  

—

%  

 

20

% (25)

​

n/a

​

​

n/a

 

40 years

​

25-Sep-20

​

MWS

 

25

%  

—

%  

—

%  

$

400

​

​

n/a

​

​

n/a

 

40 years

(26)

2-Mar-12

​

Sudbury(27)

 

50

%  

—

%  

50

%  

$

400

​

​

n/a

​

$

400

 

40 years

​

15-Jul-08

​

Tocantinzinho

 

12.5

% (28)

—

%  

—

%  

​

20

%  (29)

​

n/a

​

​

n/a

 

40 years

​

18-Jul-22

​

Cooke 4

 

7.0

%  

—

%  

—

%  

$

400

​

​

n/a

​

​

n/a

 

40 years

​

5-Nov-09

​

​

1Subject to an annual inflationary adjustment except for Antamina, Antapaccay, Guadalupe-Palmarejo, Karma, and Sabodala.
2Should the prevailing market price for gold be lower than this amount, the per ounce cash payment will be reduced to the prevailing market price.
3Subject to successive extensions.
4Subject to a fixed payability of 90%. Percentage decreases to 15% after 86 million ounces of silver has been delivered under the agreement.
5Purchase price is 5% of the average silver price at the time of delivery.
6Gold 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.
7Silver 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.
8Purchase 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.
9Purchase 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.
10Percentage decreases to 40% after 720,000 ounces of gold and 12.0 million ounces of silver have been delivered under the agreement.
11Gold 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.
12Silver 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.
13After 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.
14After 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.
15Gold 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.
16Silver 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.
17After 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.
18After 9,618,000 ounces of silver delivered, purchase price is 50% of the spot price of silver.
19Gold 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.
20Silver 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.
21Purchase price is 20% of the spot price of gold at the time of delivery.
22Purchase price is 20% of the spot price of silver at the time of delivery.
23Purchase price is 20% of the average gold price at the time of delivery.
24Based 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).
25Purchase price is 20% of prevailing market price at the time of delivery.
26Agreement is capped at 312,500 ounces of gold.

​

​

​

2024 Second Quarter Financial Statements

22

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

27The 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 $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.
28Percentage decreased to 7.5% after 300,000 ounces of gold have been delivered under the agreement.
29Purchase price is 20% of the spot price of gold at the time of delivery.

​

(b)Capital Commitments

As at June 30, 2024, the Company has the following capital commitments: (i) $35.0 million in connection with the EMX Term Loan as described in Note 3 (d), (ii) $50.7 million for its share of the acquisition of mineral rights acquired through the Royalty Acquisition Venture with Continental as described in Note 3 (n), and (iii) up to $5.5 million for the joint acquisition of newly created precious metals and copper royalties sourced by EMX.

The Company also has commitments for contingent payments in relation to various royalty agreements, as follows: (i) $12.5 million in relation to its Copper World royalty, (ii) $8.0 million in relation to its Rio Baker (Salares Norte) royalty, (iii) $3.4 million (C$4.5 million) in relation to its Eskay Creek royalty, and (iv) $1.3 million in relation to its Rebecca royalty.

Subsequent to quarter-end, the Company has capital commitments in connection with the Yanacocha Royalty and Cascabel Stream, as described in Note 3 (a) and 3 (b), respectively.

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.

​

​

​

​

2024 Second Quarter Financial Statements

23

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

(b)Canada Revenue Agency Audit

The CRA is conducting an audit of Franco-Nevada for the 2013-2020 taxation years.

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

(in millions)

Transfer Pricing (Mexico)

​

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.

​

2013-2016

For 2013-2016:

Tax: $21.8 (C$29.9)

Transfer pricing penalties: $8.8 (C$12.0)

Interest and other penalties: $15.9 (C$21.8)

​

The amounts set forth above do not include any potential relief under the Canada-Mexico tax treaty.

​

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

​

Transfer Pricing (Barbados)

​

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.

​

2014-2018

​

2019 (proposed)

For 2014-2018, 2019 (proposed):

Tax: $80.9 (C$110.7)

Transfer pricing penalties: $12.8 (C$17.6) for 2014-2017; $17.8 (C$24.4) for 2018-2019 under review

Interest and other penalties: $33.0 (C$45.3)

​

If the CRA were to reassess the 2020-2023 taxation years on the same basis:

Tax: $234.6 (C$321.1)

Transfer pricing penalties: $88.7 (C$121.4)

Interest and other penalties: $44.3 (C$60.7)

​

​

(i)Mexico (2013-2016)

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 and 2015 Reassessments”), and 2016 (the “2016 Reassessment”, collectively with the 2013 Reassessment and the 2014 and 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 $21.8 million (C$29.9 million) plus estimated interest (calculated to June 30, 2024) and other penalties of $15.9 million (C$21.8 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 $8.8 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 2013-2015 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.

​

​

​

2024 Second Quarter Financial Statements

24

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

(ii)Barbados (2014-2020)

The 2014 and 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 and 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 $34.0 million (C$46.5 million) plus estimated interest (calculated to June 30, 2024) and other penalties of $15.8 million (C$21.7 million).

Subsequently, the CRA issued revised 2014-2017 Reassessments to include transfer pricing penalties of $12.8 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 $16.6 million (C$22.7 million) for 2018 and $30.3 million (C$41.5 million) for 2019 plus estimated interest (calculated to June 30, 2024) and other penalties of $7.0 million (C$9.6 million) for 2018 and $10.2 million (C$14.0 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 $6.4 million (C$8.8 million) for 2018 and $11.4 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 10. 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 $234.6 million (C$321.1 million), transfer pricing penalties of approximately $88.7 million (C$121.4 million) plus interest (calculated to June 30, 2024) and other penalties of approximately $44.3 million (C$60.7 million).

During the quarter, the CRA expanded its audit to include the 2020 taxation year. The Company has not received any proposal or Notices of Reassessment for the 2020 taxation year in connection with this expanded 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.

​

​

​

2024 Second Quarter Financial Statements

25

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and six months ended June 30, 2024 and 2023

(unaudited, expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)

Note 24 – Subsequent Events

Acquisitions and Other Transactions

Subsequent to quarter-end, the Company completed the following transactions:

●On August 13, 2024, the Company acquired the Yanacocha Royalty, as described in Note 3 (a);
●On August 9, 2024, the Company funded the EMX Term Loan, as described in Note 3 (d) and Note 6 (d);
●On July 15, 2024, the Company acquired the Cascabel Stream, as described in Note 3 (b);
●On July 17, 2024, the Company received full repayment of the SolGold Term Loan, as referenced in Note 3 (e) and Note 6 (b); and
●On July 12, 2024, the Company acquired additional common shares of G Mining Ventures for a total cost of $25.0 million, as referenced in Note 3 (c) and Note 5.

​

​

​

​

​

2024 Second Quarter Financial Statements

26

​

​

​

Graphic

***

​

​

​

​

​

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:

​

1. 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 June 30, 2024.

​

2. 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.

​

3. 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.

​

4. 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.

​

5. 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

​

6. 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 April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

​

Date: August 13, 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:

​

1. 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 June 30, 2024.

​

2. 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.

​

3. 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.

​

4. 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.

​

5. 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

​

6. 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 April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

​

Date: August 13, 2024

​

​

​

​

​

​

​

/s/ Sandip Rana

​

Sandip Rana, Chief Financial Officer

​

Franco-Nevada Corporation

​

​