FNV 6-K
FRANCO NEVADA Corp (FNV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number 001-35286
FRANCO-NEVADA CORPORATION
(Translation of registrant’s name into English)
199 Bay Street, Suite 2000, P.O. Box 285, Commerce Court Postal Station, Toronto, Ontario, Canada M5L 1G9
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
| Form 20-F ☐ | Form 40-F ☒ |
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Exhibits 99.2, 99.3 and 99.4 of this Form 6-K are hereby incorporated by reference into the registrant’s registration statements on Form F-3 (File No. 333-264906), Form S-8 (File No. 333-176856) and Form F-10 (File No. 333-280159).
INDEX TO EXHIBITS
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | FRANCO-NEVADA CORPORATION |
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| | /s/ Lloyd Hong |
| Date: November 3, 2025 | Lloyd Hong |
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| | Chief Legal Officer & Corporate Secretary |
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Exhibit 99.1
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| NEWS RELEASE | |
NEWS RELEASE
Toronto, November 3, 2025
(in U.S. dollars unless otherwise noted)
Franco-Nevada Reports Record Q3 2025 Results
Balance Sheet is Debt-Free
Franco-Nevada’s record quarterly results benefited from a combination of higher gold prices, strong operations, new acquisitions and the sale of Cobre Panama copper concentrate stockpiles. Our acquisition of six meaningful new gold interests over the last 18 months has positioned us for strong growth over the long-term and boosted our gold price exposure, with 85% of our revenue being from precious metals in the quarter. Following these results, we have narrowed our 2025 Total GEO sales guidance range, toward the higher end of our original guidance. After drawing on our corporate revolver to fund the Arthur Gold royalty acquisition in July, the Company is once again debt-free. We are encouraged by the recent constructive comments by the President of Panama toward resolution of the Cobre Panama mine closure. “Looking forward, our deep portfolio of producing, development and exploration stage royalties on primary gold assets is well positioned to grow organically in this strong gold price environment,” stated Paul Brink, CEO.
Financial Highlights – Q3 2025 compared to Q3 2024
| ● | $487.7 million in revenue (a new record), +77% |
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| ● | 138,772 GEOs^1^ sold (including 11,208 GEOs from Cobre Panama), +26% |
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| ● | 125,115 Net GEOs^1^ sold, +29% |
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| ● | $348.0 million in operating cash flow, +63% |
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| ● | $427.3 million in Adjusted EBITDA^2^ or $2.22/share (new records), +81% |
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| ● | $287.5 million in net income or $1.49/share (new records), +89% |
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| ● | $275.0 million in Adjusted Net Income^2^ or $1.43/share (new records), +79% |
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| ● | $84.4 million in proceeds and $67.4 million in realized gains from sale of equity investments |
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Financial Highlights – YTD 2025 compared to YTD 2024
| ● | $1,225.5 million in revenue (a new record), +55% |
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| ● | 377,450 GEOs sold (including 11,208 GEOs from Cobre Panama), +10% |
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| ● | 340,129 Net GEOs sold, +13% |
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| ● | $1,067.2 million in operating cash flow (a new record), +82% |
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| ● | $1,114.9 million in Adjusted EBITDA or $5.79/share (new records), +65% |
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| ● | $744.4 million in net income or $3.86/share (new records), +98% |
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| ● | $719.0 million in Adjusted Net Income or $3.73/share (new records), +65% |
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| ● | $109.9 million in proceeds and $74.7 million in realized gains from sale of equity investments |
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GEOs Sold and Revenue
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|---|---|---|---|---|---|---|---|---|---|---|---|
| Year-to-date GEOs sold and revenue by commodity | | | | ||||||||
| | | YTD 2025 | | YTD 2024 | | ||||||
| | GEOs Sold | Revenue | GEOs Sold | Revenue | |||||||
| | | # | | (in millions) | | # | (in millions) | | |||
| PRECIOUS METALS | | | | | | | | | | | |
| Gold | | 265,329 | | $ | 855.9 | 215,662 | | $ | 495.4 | ||
| Silver | | 39,418 | | | 130.6 | 34,799 | | | 81.5 | ||
| PGM | | 7,434 | | | 24.7 | 9,284 | | | 21.8 | ||
| | | 312,181 | | $ | 1,011.2 | 259,745 | | $ | 598.7 | ||
| DIVERSIFIED | | | | | | | | | | | |
| Iron ore | | 10,536 | | $ | 34.7 | | 17,984 | | $ | 38.9 | |
| Other mining assets | | 3,215 | | | 10.0 | 3,223 | | | 7.4 | ||
| Oil | | 33,411 | | | 95.9 | 44,713 | | | 94.6 | ||
| Gas | | 12,078 | | | 48.5 | 11,450 | | | 31.5 | ||
| NGL | | 6,029 | | | 15.5 | 6,156 | | | 15.0 | ||
| | | 65,269 | | $ | 204.6 | | 83,526 | | $ | 187.4 | |
| GEOs and revenue from royalty, stream and working interests | | 377,450 | | $ | 1,215.8 | | 343,271 | | $ | 786.1 | |
| Interest revenue and other interest income | | — | | $ | 9.7 | | — | | $ | 6.5 | |
| Total GEOs and revenue | | 377,450 | | $ | 1,225.5 | 343,271 | | $ | 792.6 |
In Q3 2025, we recognized revenue of $487.7 million, an increase of 77% from Q3 2024, and sold 138,772 GEOs, an increase of 26% from Q3 2024. We benefited from record gold prices during the quarter, deliveries from Cobre Panama in connection with the sale of concentrate that had remained on site when production was suspended in November 2023, and contributions from Precious Metal assets which were acquired or commenced production over the past year. Revenue from our Diversified assets was higher than in Q3 2024, reflecting higher natural gas prices than in the prior year quarter. The outperformance of the gold price relative to our other commodities resulted in a reduction in GEOs reported from our Diversified assets.
Precious Metal assets accounted for 85% of our revenue (72% gold, 11% silver, and 2% PGM). Revenue was sourced 88% from the Americas (40% South America, 18% Central America & Mexico, 18% Canada and 12% U.S.).
Guidance
Our 2025 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 earned record revenue during the first nine months of 2025, driven by record gold prices and a robust performance across our portfolio. We further benefited from additional deliveries from Cobre Panama and initial contributions from our recently acquired Côté Gold royalty, both of which were not included in our original guidance. We now expect to exceed our initial Precious Metal GEO sales guidance.
For Total GEO sales, we have narrowed our guidance range, toward the higher end of our original guidance. Total GEOs, which include GEOs from our non-gold assets, are impacted by the relative performance of commodity prices relative to gold. Our 2025 updated guidance is based on the following assumed commodity prices for the remainder of 2025: $3,800/oz Au, $47.50/oz Ag, $1,450/oz Pt, $1,350/oz Pd, $100/tonne Fe 62% CFR China, $60/bbl WTI oil and $3.00/mcf Henry Hub natural gas.
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| | 2025 Revised Guidance | 2025 Initial Guidance | YTD 2025 Actual | |||||||
| Precious Metal GEO sales | | | 420,000 - 440,000 | | | 385,000 - 425,000 | | | 312,181 | |
| Total GEO sales | | | 495,000 - 525,000 | | | 465,000 - 525,000 | | | 377,450 | |
Canada Revenue Agency Audit
On September 11, 2025, we reached a settlement with the Canada Revenue Agency (the “CRA Settlement”) which provided for a final resolution of our tax dispute in connection with the reassessments under transfer pricing rules of the 2013 to 2019 taxation years in relation to our Mexican and Barbadian subsidiaries. Under the terms of the CRA Settlement, no payment of any tax in Canada is required on the foreign earnings of the Company’s Barbadian and Mexican subsidiaries for the 2013 to 2019 taxation years. Franco-Nevada has posted security in the form of cash totaling $44.1 million (C$61.4 million) and standby letters of credit totaling $47.4 million (C$66.0 million), which we expect will be released in the short-term.
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Cobre Panama Updates
Cobre Panama remains in a phase of Preservation and Safe Management (“P&SM”) with production halted. Following the approval of the P&SM plan in May 2025 by the Government of Panama, through the Ministry of Commerce and Industries (“MICI”), the shipment of the 122,520 dry metric tonnes of copper concentrate that had remained at site was completed. First Quantum has commenced pre-commissioning of the thermoelectric power plant (“power plant”) and the mobilization of specialists to site. The power plant is currently anticipated to restart in Q4 2025, with the first 150MW unit expected to be fired and synchronized with the national grid in November 2025. On October 10, 2025, the Ministry of Environment (“MiAmbiente”) issued the order for SGS Panama Control Services Inc. (“SGS”) to proceed with the integral audit of the Cobre Panama project. MiAmbiente and MICI, together with SGS, are coordinating the audit planning and implementation, which is expected to cover environmental, social, legal and fiscal compliance aspects.
During Q3 2025, Franco-Nevada received 11,208 GEOs in stream deliveries in reference to the shipped copper concentrate that had remained at site, and expects approximately 1,000 GEOs in Q4 2025 or early Q1 2026.
Management Update
Jason O’Connell, Senior Vice President, Diversified, has left the Company to pursue other opportunities. “Jason’s dedication and hard work have been a key contributor to the growth of the Company and we wish him well with his new endeavour,” commented Paul Brink, President & CEO.
Sustainability Updates
We continue to be top rated by Sustainalytics, AA by MSCI and Prime by ISS ESG. During the quarter, we expanded the Franco-Nevada Diversity Scholarship program by awarding four new diversity scholarships to mining engineering students at the University of Toronto, McGill University, and Queen’s University. Franco-Nevada is now providing scholarships to 15 students. Our community initiatives included supporting an initiative led by Fundación Hogar De La Divina Gracia to renovate a girls’ home in Arraiján, Panama, helping improve living conditions for vulnerable young women. We also renewed our funding support for the Enseña Perú education initiative in Peru.
Portfolio Additions
| ● | Acquisition of Royalty on Arthur Gold Project: On July 23, 2025, we acquired a 1.0% NSR (of an existing 1.5% NSR) on AngloGold Ashanti plc’s Arthur Gold Project (previously the Expanded Silicon Project) from Altius Minerals Corporation for $250.0 million in cash, plus a contingent cash payment of $25.0 million. The contingent cash consideration is payable dependent upon the final award outcome of an arbitration process between Altius and AngloGold related to the coverage of the royalty. The final award decision confirming the extent of the royalty area was received by Altius on August 14, 2025. As such, we expect to make the cash payment of $25.0 million in Q4 2025, following the expiry of any relevant appeal or challenge periods. Funding of the transaction was completed with cash on hand, and a $175.0 million draw from our $1.0 billion revolving credit facility which was repaid prior to quarter-end. |
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| ● | Acquisition of Additional Royalty on Gold Quarry Gold Mine: On July 11, 2025, we acquired from a third party an additional NSR on Nevada Gold Mines’s Gold Quarry mine for $10.5 million plus a $1.0 million contingent payment. As a result, Franco-Nevada now holds a combined NSR which provides an annual minimum payment of at least 1,650 gold ounces tied to mineral reserves and stockpiles attributed to the royalty property. Franco-Nevada expects to receive this annual minimum payment through to the end of the mine life with the potential to increase to a higher level if mineral reserves increase beyond current levels. |
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Equity Investments and Loans Receivable
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Q3 2025 Portfolio Updates
Precious Metal assets: GEOs sold from our Precious Metal assets were 119,109 GEOs, an increase of 41% from 84,377 GEOs in Q3 2024. This was primarily due to deliveries from Cobre Panama as a result of the sale of copper concentrate that had been stored at site, robust production at Guadalupe-Palmarejo and Tocantinzinho, and contributions from our recently acquired interests in Côté Gold, Western Limb, and Porcupine.
South America:
Central America & Mexico:
| ● | Guadalupe-Palmarejo (50% gold stream) – GEOs sold from Guadalupe-Palmarejo in Q3 2025 were substantially higher than in Q3 2024, both from higher overall production and higher portion of ore coming from stream ground. |
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| ● | Cobre Panama (gold and silver stream) – During the quarter, we received and sold 11,208 GEOs from Cobre Panama in connection with the sale of concentrate that had remained on site when production was suspended in November 2023 and expect an additional 1,000 GEOs in Q4 2025 or early Q1 2026. |
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Canada:
| ● | Detour Lake (2% royalty) – Agnico Eagle commenced excavation of the exploration ramp for the underground project with the first blast completed in July 2025. Exploration drilling in the West Pit zone further defined the high-grade domains that could potentially be mined early in the underground project. Drilling into the West Extension zone at underground depths further confirmed the grades and continuity of mineralization in the western plunge of the deposit. |
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| ● | Côté Gold (7.5% GMR) – We earned 5,343 GEOs from our recently acquired Côté Gold royalty. In June 2025, IAMGOLD announced that the Côté Gold mine achieved nameplate throughput after operating at 36,000 tonnes per day on average over 30 consecutive days. Costs at the mine and mill are expected to decrease from current levels following the completion of ramp-up and stabilization activities and the installation of an additional secondary crusher in Q4 2025. |
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U.S.:
| ● | Stibnite (1.7% gold royalty, 100% silver royalty) – In September 2025, Perpetua Resources received its conditional notice to proceed from the U.S. Forest Service for the Stibnite gold project. Perpetua also received an indicative term sheet from the Export-Import Bank of the United States on a potential $2 billion debt financing and raised $474 million in equity to advance the project. In October 2025, Perpetua broke ground on early works construction. |
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| ● | Copper World (2.085% royalty) – After receiving all major permits required for the development and operations of Copper World in January 2025, Hudbay has been working on a definitive feasibility study which could lead to a potential construction decision in 2026. In August 2025, Hudbay Minerals announced that Mitsubishi Corporation had agreed to acquire a 30% interest in Copper World for an initial cash contribution of $600 million. |
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Rest of World:
| ● | Western Limb (gold and platinum stream) – Our stream on Sibanye-Stillwater’s Western Limb mining operations delivered 4,838 GEOs in Q3 2025. 82% of the GEOs derived from gold deliveries and 18% from platinum deliveries. Platinum prices have outpaced gold price increases since acquisition of the stream. |
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| ● | Subika (Ahafo) (2% royalty) – GEOs from our Subika (Ahafo) royalty were lower than in Q3 2024 due to end of mining operations at the Subika open pit at Ahafo South in July as planned. We expect production from royalty ground to continue from the Subika Underground. |
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| ● | Ağı Dağı (2% royalty) – In October 2025, Alamos Gold completed the sale of its Turkish development projects, Kirazlı, Ağı Dağı and Çamyurt, to Tümad Madencilik Sanayi ve Ticaret A.Ş, a mining company operating in the Republic of Türkiye for total consideration of $470 million. Franco-Nevada owns a 2% royalty on the Ağı Dağı project. |
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Diversified assets: Our Diversified assets, primarily comprising our Iron Ore and Energy interests, generated $67.1 million in revenue, compared to $61.2 million in Q3 2024. When converted to GEOs, our Diversified assets contributed 19,663 GEOs, a decrease of 24% from 25,733 GEOs in Q3 2024.
Other Mining:
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| ● | U.S. (various royalty rates) – Revenue from our U.S. Energy interests increased compared to Q3 2024. The increase was largely driven by higher production from our SCOOP/STACK interests acquired with Continental and higher realized natural gas prices when compared to Q3 2024. |
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| ● | Canada (various royalty rates) – Revenue from our Canadian Energy interests was lower than in Q3 2024 primarily due to lower oil prices. |
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Dividend Declaration
Franco-Nevada is pleased to announce that its Board of Directors has declared a quarterly dividend of US$0.38 per share. The dividend will be paid on December 18, 2025, to shareholders of record on December 4, 2025 (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.
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Shareholder Information and Details for Q3 2025 Conference Call
The complete unaudited Condensed Consolidated Interim Financial Statements and Management’s Discussion and Analysis can be found on our website at www.franco-nevada.com, on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov.
We will host a conference call to review our Q3 2025 quarterly results. Interested investors are invited to participate as follows:
| Conference Call and Webcast: | November 4^th^ 11:00 am ET |
| Dial-in Numbers: | Toll-Free: 1-888-510-2154<br><br>International: 437-900-0527 |
| Conference Call URL (This allows participants to join the conference call by phone without operator assistance. Participants will receive an automated call back after entering their name and phone number): | emportal.ink/4o9qUE5 |
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| Webcast: | www.franco-nevada.com |
| Replay (available until November 11^th^): | Toll-Free: 1-888-660-6345<br><br>International: 289-819-1450<br><br>Pass code: 52085# |
Corporate Summary
Franco-Nevada Corporation is the leading gold-focused royalty and streaming company with the largest and 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. Franco-Nevada is the gold investment that works.
For more information, please go to our website at www.franco-nevada.com or contact:
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| Sandip Rana | | |
| Chief Financial Officer | | |
| (416) 306-6303 | | |
| [email protected] | | |
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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, any 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; proposed tariff and other trade measures that may be imposed by the United States and proposed retaliatory measures that may be adopted by its trading partners; the adoption of a global minimum tax on corporations; regulatory, political or economic developments in any of the countries where properties in which Franco-Nevada holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Franco-Nevada holds a royalty, stream or other interest, including changes in the ownership and control of such operators; relinquishment or sale of mineral properties; influence of macroeconomic developments; business opportunities that become available to, or are pursued by Franco-Nevada; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; whether or not 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 mineral 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 any ongoing or future audits 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.
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ENDNOTES:
| 1. | Gold Equivalent Ounces (“GEOs”) and Net Gold Equivalent Ounces (“Net GEOs”): |
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| ● | 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. Where the Company receives gold and silver bullion in-kind as payment for its royalties, GEOs are recognized at the time of receipt of such bullion. Silver, platinum, palladium, iron ore, oil, gas and other commodities are converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the relevant gold price. The price used in the computation of GEOs varies depending on the royalty or stream agreement of each particular asset, which may make reference to the market price realized by the operator, or the average price for the month, quarter, or year in which the commodity was produced or sold. For Q3 2025, the average commodity prices were as follows: $3,456/oz gold (Q3 2024 - $2,477), $39.38/oz silver (Q3 2024 - $29.42), $1,385/oz platinum (Q3 2024 - $963) and $1,171/oz palladium (Q3 2024 - $970), $101/t Fe 62% CFR China (Q3 2024 - $100), $64.93/bbl WTI oil (Q3 2024 - $75.09) and $3.07/mcf Henry Hub natural gas (Q3 2024 - $2.24). For YTD 2025, the average commodity prices were as follows: $3,199/oz gold (YTD 2024 - $2,296), $34.98/oz silver (YTD 2024 - $27.21), $1,142/oz platinum (2024 - $951) and $1,041/oz palladium (YTD 2024 - $973), $101/t Fe 62% CFR China (YTD 2024 - $112), $66.70/bbl WTI oil (YTD 2024 - $77.54) and $3.48/mcf Henry Hub natural gas (YTD 2024 - $2.22). |
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| ● | Net GEOs are GEOs sold, net of direct operating costs, including for our stream GEOs, the associated ongoing cost per ounce. |
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Calculation of Net Gold Equivalent Ounces:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (expressed in millions, excepts GEOs and Average Gold Price) | Q1 2025 | Q2 2025 | Q3 2025 | For the nine months ended September 30, 2025 | |||||||||||
| GEOs | | | 126,585 | | | | 112,093 | | | | 138,772 | | | 377,450 | |
| Less: | | | | | | | | | | | | | | | |
| Cash Costs | | $ | 38.5 | | | $ | 33.5 | | | $ | 47.2 | | $ | 119.2 | |
| Divided by: Average gold price per ounce | | $ | 2,863 | | | $ | 3,279 | | | $ | 3,456 | | $ | 3,194 | |
| | | | 13,447 | | | | 10,217 | | | | 13,657 | | | 37,321 | |
| Net GEOs | | | 113,138 | | | | 101,876 | | | | 125,115 | | | 340,129 | |
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (expressed in millions, excepts GEOs and Average Gold Price) | Q1 2024 | Q2 2024 | Q3 2024 | For the nine months ended September 30, 2024 | |||||||||||
| GEOs | | | 122,897 | | | | 110,264 | | | | 110,110 | | | 343,271 | |
| Less: | | | | | | | | | | | | | | | |
| Cash Costs | | $ | 33.6 | | | $ | 29.1 | | | $ | 31.9 | | $ | 94.6 | |
| Divided by: Average gold price per ounce | | $ | 2,072 | | | $ | 2,338 | | | $ | 2,477 | | $ | 2,277 | |
| | | | 16,216 | | | | 12,447 | | | | 12,878 | | | 41,541 | |
| Net GEOs | | | 106,681 | | | | 97,817 | | | | 97,232 | | | 301,730 | |
| 2. | NON-GAAP FINANCIAL MEASURES: Adjusted Net Income and Adjusted Net Income per share, Adjusted Net Income Margin, Adjusted EBITDA and Adjusted EBITDA per share, and Adjusted EBITDA Margin are non-GAAP financial measures with no standardized meaning under International Financial Reporting Standards (“IFRS Accounting Standards”) and might not be comparable to similar financial measures disclosed by other issuers. For a quantitative reconciliation of each non-GAAP financial measure to the most directly comparable financial measure under IFRS Accounting Standards, refer to the below tables. Further information relating to these non-GAAP financial measures is incorporated by reference from the “Non-GAAP Financial Measures” section of Franco-Nevada’s MD&A for the three and nine months ended September 30, 2025 dated November 3, 2025 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 equity 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; the impact of income taxes on these items; income taxes related to the reassessment of the probability of realization of previously recognized or de-recognized deferred income tax assets; and income taxes relating to the revaluation of deferred income tax assets and liabilities as a result of statutory income tax rate changes in the countries in which the Company operates. |
| --- | --- |
9
| ● | 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 equity investments, loans receivable and other financial instruments, changes in fair value of investment, loans receivable and other financial instruments, and foreign exchange gains/losses and other income/expenses. |
| --- | --- |
| ● | Adjusted EBITDA Margin is a non-GAAP financial measure which is defined by the Company as Adjusted EBITDA divided by revenue. |
| --- | --- |
Reconciliation of Non-GAAP Financial Measures:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | | ||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| (expressed in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income | | $ | 287.5 | | | $ | 152.7 | | | $ | 744.4 | | | $ | 376.7 | |
| Impairment reversal | | | (0.7) | | | | — | | | | (4.8) | | | | — | |
| Gain on disposal of royalty interests | | | — | | | | — | | | | — | | | | (0.3) | |
| Foreign exchange (gain) loss and other (income) expenses | | | (14.2) | | | | 1.3 | | | | (24.0) | | | | 12.7 | |
| Tax effect of adjustments | | | 2.4 | | | | (0.4) | | | | 3.4 | | | | (2.4) | |
| Other tax related adjustments | | | | | | | | | | | | | | | | |
| Deferred tax expense related to the remeasurement of deferred tax liability due to changes in Barbados tax rate | | | — | | | | — | | | | — | | | | 49.1 | |
| Change in unrecognized deferred income tax assets | | | — | | | | 0.3 | | | | — | | | | (1.1) | |
| Adjusted Net Income | | $ | 275.0 | | | $ | 153.9 | | | $ | 719.0 | | | $ | 434.7 | |
| Basic weighted average shares outstanding | | | 192.7 | | | | 192.3 | | | | 192.6 | | | | 192.3 | |
| Adjusted Net Income per share | | $ | 1.43 | | | $ | 0.80 | | | $ | 3.73 | | | $ | 2.26 | |
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | | ||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| (expressed in millions, except Adjusted Net Income Margin) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Adjusted Net Income | | $ | 275.0 | | | $ | 153.9 | | | $ | 719.0 | | | $ | 434.7 | |
| Revenue | | 487.7 | | | 275.7 | | | 1,225.5 | | | 792.6 | | ||||
| Adjusted Net Income Margin | | 56.4 | % | | 55.8 | % | | 58.7 | % | | 54.8 | % |
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | |||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| (expressed in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income | | $ | 287.5 | | | $ | 152.7 | | | $ | 744.4 | | | $ | 376.7 | |
| Income tax expense | | | 74.9 | | | | 42.2 | | | | 203.3 | | | | 165.0 | |
| Finance expenses | | | 0.8 | | | | 0.7 | | | | 2.3 | | | | 1.9 | |
| Finance income | | | (8.0) | | | | (14.9) | | | | (25.7) | | | | (47.1) | |
| Depletion and depreciation | | | 87.0 | | | | 54.2 | | | | 219.4 | | | | 165.3 | |
| Impairment reversal | | | (0.7) | | | | — | | | | (4.8) | | | | — | |
| Gain on disposal of royalty interests | | | — | | | | — | | | | — | | | | (0.3) | |
| Foreign exchange (gain) loss and other (income) expenses | | | (14.2) | | | | 1.3 | | | | (24.0) | | | | 12.7 | |
| Adjusted EBITDA | | $ | 427.3 | | | $ | 236.2 | | | $ | 1,114.9 | | | $ | 674.2 | |
| Basic weighted average shares outstanding | | | 192.7 | | | | 192.3 | | | | 192.6 | | | | 192.3 | |
| Adjusted EBITDA per share | | $ | 2.22 | | | $ | 1.23 | | | $ | 5.79 | | | $ | 3.51 | |
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | | ||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| (expressed in millions, except Adjusted EBITDA Margin) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Adjusted EBITDA | | $ | 427.3 | | | $ | 236.2 | | | $ | 1,114.9 | | | $ | 674.2 | |
| Revenue | | 487.7 | | | 275.7 | | | 1,225.5 | | | 792.6 | | ||||
| Adjusted EBITDA Margin | | 87.6 | % | | 85.7 | % | | 91.0 | % | | 85.1 | % |
| 3. | AVAILABLE CAPITAL: Available Capital comprises our cash and cash equivalents and the amount available to borrow under our $1.0 billion revolving credit facility. |
|---|
10
FRANCO-NEVADA CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in millions of U.S. dollars)
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | At September 30, | | | At December 31, | | ||
| | | 2025 | 2024 | |||||
| ASSETS | | | | | | | | |
| Cash and cash equivalents | | $ | 236.7 | | | $ | 1,451.3 | |
| Receivables | | 190.7 | | | 151.8 | | ||
| Gold and silver bullion and stream inventory | | | 10.3 | | | | 96.8 | |
| Loans receivable | | 23.7 | | | 5.9 | | ||
| Other current assets | | 81.1 | | | 11.0 | | ||
| Current assets | | $ | 542.5 | | | $ | 1,716.8 | |
| | | | | | | | | |
| Royalty, stream and working interests, net | | $ | 6,087.1 | | | $ | 4,098.8 | |
| Investments | | 774.2 | | | 325.5 | | ||
| Loans receivable | | | 76.9 | | | | 104.1 | |
| Deferred income tax assets | | 24.1 | | | 30.8 | | ||
| Other assets | | 12.1 | | | 54.4 | | ||
| Total assets | | $ | 7,516.9 | | | $ | 6,330.4 | |
| | | | | | | | | |
| LIABILITIES | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 66.1 | | | $ | 28.7 | |
| Income tax liabilities | | 50.8 | | | 38.8 | | ||
| Current liabilities | | $ | 116.9 | | | $ | 67.5 | |
| | | | | | | | | |
| Deferred income tax liabilities | | $ | 369.0 | | | $ | 238.0 | |
| Income tax liabilities | | | 23.2 | | | | 19.8 | |
| Other liabilities | | | 8.5 | | | | 8.5 | |
| Total liabilities | | $ | 517.6 | | | $ | 333.8 | |
| | | | | | | | | |
| SHAREHOLDERS’ EQUITY | | | | | | | | |
| Share capital | | $ | 5,799.6 | | | $ | 5,769.1 | |
| Contributed surplus | | 20.2 | | | 23.0 | | ||
| Retained earnings | | 1,078.4 | | | 486.5 | | ||
| Accumulated other comprehensive loss | | 101.1 | | | (282.0) | | ||
| Total shareholders’ equity | | $ | 6,999.3 | | | $ | 5,996.6 | |
| Total liabilities and shareholders’ equity | | $ | 7,516.9 | | | $ | 6,330.4 | |
| | | | | | | | | |
The unaudited condensed consolidated interim financial statements and accompanying notes can be found in our Q3 2025 Quarterly Report available on our website
11
FRANCO-NEVADA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(in millions of U.S. dollars and shares, except per share amounts)
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | ||||||||||
| | | September 30, | | | September 30, | ||||||||||
| | 2025 | 2024 | | 2025 | 2024 | ||||||||||
| Revenue | | | | | | | | | | | | | | | |
| Revenue from royalty, streams and working interests | | $ | 483.6 | | | $ | 272.9 | | | $ | 1,215.8 | | | $ | 786.1 |
| Interest revenue | | | 4.1 | | | | 2.8 | | | | 9.7 | | | | 5.9 |
| Other interest income | | | — | | | | — | | | | — | | | | 0.6 |
| Total revenue | | $ | 487.7 | | | $ | 275.7 | | | $ | 1,225.5 | | | $ | 792.6 |
| | | | | | | | | | | | | | | | |
| Costs of sales | | | | | | | | | | | | | | | |
| Costs of sales | | $ | 47.2 | | | $ | 31.9 | | $ | 119.2 | | | $ | 94.6 | |
| Depletion and depreciation | | | 87.0 | | | 54.2 | | | 219.4 | | | 165.3 | |||
| Total costs of sales | | $ | 134.2 | | | $ | 86.1 | | | $ | 338.6 | | | $ | 259.9 |
| Gross profit | | $ | 353.5 | | | $ | 189.6 | | | $ | 886.9 | | | $ | 532.7 |
| | | | | | | | | | | | | | | | |
| Other operating expenses (income) | | | | | | | | | | | | | | | |
| General and administrative expenses | | $ | 8.6 | | | $ | 7.8 | | $ | 27.6 | | | $ | 21.9 | |
| Share-based compensation expenses | | | 7.7 | | | | 2.4 | | | | 16.2 | | | | 7.0 |
| Impairment reversal | | | (0.7) | | | | — | | | (4.8) | | | | — | |
| Gain on disposal of royalty interests | | | — | | | | — | | | — | | | | (0.3) | |
| Gain on sale of gold and silver bullion | | | (3.1) | | | | (2.6) | | | (52.4) | | | | (5.1) | |
| Total other operating expenses (income) | | $ | 12.5 | | | $ | 7.6 | | $ | (13.4) | | | $ | 23.5 | |
| Operating income | | $ | 341.0 | | | $ | 182.0 | | $ | 900.3 | | | $ | 509.2 | |
| Foreign exchange gain (loss) and other income (expenses) | | $ | 14.2 | | | $ | (1.3) | | $ | 24.0 | | | $ | (12.7) | |
| Income before finance items and income taxes | | $ | 355.2 | | | $ | 180.7 | | $ | 924.3 | | | $ | 496.5 | |
| | | | | | | | | | | | | | | | |
| Finance items | | | | | | | | | | | | | | | |
| Finance income | | $ | 8.0 | | | $ | 14.9 | | $ | 25.7 | | | $ | 47.1 | |
| Finance expenses | | | (0.8) | | | (0.7) | | | (2.3) | | | (1.9) | |||
| Net income before income taxes | | $ | 362.4 | | | $ | 194.9 | | $ | 947.7 | | | $ | 541.7 | |
| | | | | | | | | | | | | | | | |
| Income tax expense | | | 74.9 | | | 42.2 | | | 203.3 | | | 165.0 | |||
| Net income | | $ | 287.5 | | | $ | 152.7 | | | $ | 744.4 | | | $ | 376.7 |
| | | | | | | | | | | | | | | | |
| Other comprehensive income, net of taxes | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Items that may be reclassified subsequently to profit and loss: | | | | | | | | | | | | | | | |
| Currency translation adjustment | | $ | (52.6) | | | $ | 24.1 | | $ | 45.8 | | | $ | (27.4) | |
| | | | | | | | | | | | | | | | |
| Items that will not be reclassified subsequently to profit and loss: | | | | | | | | | | | | | | | |
| Gain on changes in the fair value of equity investments | | | | | | | | | | | | | |||
| at fair value through other comprehensive income ("FVTOCI"), | | | | | | | | | | | | | | | |
| net of income tax | | | 224.8 | | | | 24.3 | | | | 404.8 | | | | 41.5 |
| Other comprehensive income, net of taxes | | $ | 172.2 | | | $ | 48.4 | | $ | 450.6 | | | $ | 14.1 | |
| | | | | | | | | | | | | | | | |
| Comprehensive income | | $ | 459.7 | | | $ | 201.1 | | | $ | 1,195.0 | | | $ | 390.8 |
| | | | | | | | | | | | | | | | |
| Earnings per share | | | | | | | | | | | | | | | |
| Basic | | $ | 1.49 | | | $ | 0.79 | | | $ | 3.86 | | | $ | 1.96 |
| Diluted | | $ | 1.49 | | | $ | 0.79 | | | $ | 3.86 | | | $ | 1.96 |
| Weighted average number of shares outstanding | | | | | | | | | | | | | | | |
| Basic | | | 192.7 | | | | 192.3 | | | | 192.6 | | | | 192.3 |
| Diluted | | | 193.0 | | | | 192.5 | | | | 192.9 | | | | 192.5 |
| | | | | | | | | | | | | | | | |
The unaudited condensed consolidated interim financial statements and accompanying notes can be found in our Q3 2025 Quarterly Report available on our website
12
FRANCO-NEVADA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions of U.S. dollars)
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | For the nine months ended | ||||||||||||
| | | September 30, | | September 30, | ||||||||||||
| | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Cash flows from operating activities | | | | | | | | | | | | | | | | |
| Net income | | $ | 287.5 | | | $ | 152.7 | | | $ | 744.4 | | | $ | 376.7 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | | | | |
| Depletion and depreciation | | 87.0 | | | 54.2 | | | 219.4 | | | 165.3 | | ||||
| Share-based compensation expenses | | 1.7 | | | 1.3 | | | 4.8 | | | 4.2 | | ||||
| Impairment reversal | | (0.7) | | | — | | | (4.8) | | | — | | ||||
| Gain on disposal of royalty interests | | — | | | — | | | — | | | (0.3) | | ||||
| Unrealized foreign exchange (gain) loss | | (1.7) | | | 0.1 | | | (12.9) | | | 7.9 | | ||||
| Deferred income tax expense | | 36.6 | | | 7.7 | | | 82.9 | | | 64.0 | | ||||
| Gain on sale of gold and silver bullion | | | (3.1) | | | | (2.6) | | | | (52.4) | | | | (5.1) | |
| (Gain) loss on derivative financial instruments | | | (12.9) | | | | 1.0 | | | | (18.5) | | | | 4.0 | |
| Other non-cash items | | (1.5) | | | (0.1) | | | (1.5) | | | (4.6) | | ||||
| Gold and silver bullion from royalties received in-kind | | | (31.5) | | | | (20.0) | | | | (61.6) | | | | (52.4) | |
| Proceeds from sale of gold and silver bullion | | | 31.3 | | | | 12.7 | | | | 208.6 | | | | 29.3 | |
| Changes in other assets | | — | | | — | | | — | | | (17.4) | | ||||
| Operating cash flows before changes in non-cash working capital | | $ | 392.7 | | | $ | 207.0 | | | $ | 1,108.4 | | | $ | 571.6 | |
| Changes in non-cash working capital: | | | | | | | | | | | | | | | | |
| Increase in receivables | | $ | (44.0) | | | $ | (12.8) | | | $ | (38.9) | | | $ | (22.7) | |
| (Increase) decrease in other current assets | | (5.2) | | | 8.2 | | | (16.3) | | | 10.7 | | ||||
| Increase in accounts payable and accrued liabilities | | 4.5 | | | 11.2 | | | 14.0 | | | 26.9 | | ||||
| Net cash provided by operating activities | | $ | 348.0 | | | $ | 213.6 | | | $ | 1,067.2 | | | $ | 586.5 | |
| | | | | | | | | | | | | | | | | |
| Cash flows used in investing activities | | | | | | | | | | | | | | | | |
| Acquisition of royalty, stream and working interests | | $ | (291.8) | | | $ | (238.6) | | | $ | (2,157.4) | | | $ | (401.7) | |
| Proceeds from sale of investments | | 84.4 | | | 12.9 | | | 109.9 | | | 14.0 | | ||||
| Acquisition of investments | | | — | | | | (27.9) | | | | (55.3) | | | | (38.9) | |
| Proceeds from repayment of loan receivable | | — | | | 10.0 | | | 10.0 | | | 28.9 | | ||||
| Acquisition of property and equipment | | | (0.1) | | | — | | | (2.2) | | | (0.1) | | |||
| Acquisition of energy well equipment | | (0.5) | | | (0.7) | | | (2.1) | | | (1.4) | | ||||
| Advances of loans receivable | | | — | | | | (34.7) | | | | — | | | | (118.2) | |
| Proceeds from disposal of royalty interests | | | — | | | — | | | — | | | 11.2 | | |||
| Net cash used in investing activities | | $ | (208.0) | | | $ | (279.0) | | | $ | (2,097.1) | | | $ | (506.2) | |
| | | | | | | | | | | | | | | | | |
| Cash flows used in financing activities | | | | | | | | | | | | | | | | |
| Payment of dividends | | $ | (67.3) | | | $ | (61.1) | | | $ | (204.5) | | | $ | (180.3) | |
| Proceeds from draw down of Corporate Revolver | | 175.0 | | | — | | | 175.0 | | | — | | ||||
| Repayment of Corporate Revolver | | (175.0) | | | — | | | (175.0) | | | — | | ||||
| Proceeds from exercise of stock options | | 3.1 | | | — | | | 7.4 | | | 2.7 | | ||||
| Revolving credit facility amendment costs | | — | | | — | | | — | | | (0.8) | | ||||
| Net cash used in financing activities | | $ | (64.2) | | | $ | (61.1) | | | $ | (197.1) | | | $ | (178.4) | |
| Effect of exchange rate changes on cash and cash equivalents | | $ | 0.6 | | | $ | 4.8 | | | $ | 12.4 | | | $ | (6.5) | |
| Net change in cash and cash equivalents | | $ | 76.4 | | | $ | (121.7) | | | $ | (1,214.6) | | | $ | (104.6) | |
| Cash and cash equivalents at beginning of period | | $ | 160.3 | | | $ | 1,439.0 | | | $ | 1,451.3 | | | $ | 1,421.9 | |
| Cash and cash equivalents at end of period | | $ | 236.7 | | | $ | 1,317.3 | | | $ | 236.7 | | | $ | 1,317.3 | |
| | | | | | | | | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | | | | | | | | |
| Income taxes paid | | $ | 46.8 | | | $ | 14.1 | | | $ | 140.0 | | | $ | 56.6 | |
| Dividend income received | | $ | 1.4 | | | $ | 5.1 | | | $ | 6.9 | | | $ | 9.3 | |
| Interest and standby fees paid | | $ | 1.2 | | | $ | 0.5 | | | $ | 2.6 | | | $ | 1.5 | |
The unaudited condensed consolidated interim financial statements and accompanying notes can be found in our Q3 2025 Quarterly Report available on our website
13
MD&A - Q3 2025
Exhibit 99.2
| Management’s Discussion and Analysis |
This Management’s Discussion and Analysis (“MD&A”) of financial position and results of operations of Franco-Nevada Corporation (“Franco-Nevada”, the “Company”, “we” or “our”) has been prepared based upon information available to Franco-Nevada as at November 3, 2025 and should be read in conjunction with Franco-Nevada’s unaudited condensed consolidated interim financial statements and related notes as at and for the three and nine months ended September 30, 2025 and 2024 (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 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.
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 ounce | | "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 | | "GMR" | Gross margin royalty |
| | | | "oz Pt" | Ounce of platinum | | "NPI" | Net profits interest |
| | | | "oz Pd" | Ounce of palladium | | "NRI" | Net royalty interest |
| Places and currencies | | | "62% Fe" | 62% Fe iron ore fines, dry metric | | "WI" | Working interest |
| "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.
Franco-Nevada is the leading gold-focused royalty and streaming company with the largest and most diversified portfolio of cash-flow producing assets.
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| Our Portfolio (at November 3, 2025) | ||||||||
| | Precious Metals | Other Mining | | Energy | TOTAL | |||
| Producing | | 51 | | 13 | | 56 | | 120 |
| Advanced | | 30 | | 8 | | — | | 38 |
| Exploration | | 164 | | 85 | | 27 | | 276 |
| TOTAL | | 245 | | 106 | | 83 | | 434 |
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.
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| Third Quarter 2025 Management’s Discussion and Analysis | 3 |
We believe that combining lower risk gold investments with a strong balance sheet, progressively growing dividends and exposure to exploration optionality is the right mix to appeal to investors seeking to hedge market instability. Since our Initial Public Offering over 17 years ago, we have increased our dividend annually and our share price has outperformed the gold price and all relevant gold equity benchmarks. Creating successful long-term partnerships with operators is a core objective. The alignment and the natural flexibility of royalty and stream financing has made it an attractive source of capital for the cyclical resource sector. We also work to be a positive force in all our communities, providing a safe and diverse workplace, promoting responsible mining and contributing to build community support for the operations in which we invest.
Our revenue is generated from various forms of agreements, ranging from net smelter return royalties, streams, profit-based royalty 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 no additional capital requirements other than the initial commitment, 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 to provide capital to the industry when it is otherwise scarce.
The advantages of this business model are:
| ● | Exposure to commodity price optionality; |
|---|---|
| ● | A perpetual discovery option over large areas of geologically prospective lands; |
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| ● | No additional capital requirements other than the initial commitment; |
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| ● | Limited exposure to cost inflation; |
| --- | --- |
| ● | A free cash-flow business with limited cash calls; |
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| ● | A high-margin business that can generate cash through the entire commodity cycle; |
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| ● | A scalable and diversified business in which a large number of assets can be managed with a small stable overhead; and |
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| ● | Management that focuses on forward-looking growth opportunities rather than operational or development issues. |
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Our short-term financial results are primarily tied to the price of commodities and the amount of production from our portfolio of assets. Our attributable production has typically been supplemented by acquisitions of new assets. Over the longer term, our results are impacted by the amount of exploration and development capital available to operators to expand or extend our producing assets or to progress our advanced and exploration assets into production.
The focus of our business is to create exposure to gold and precious metal resource optionality. This principally involves investments in gold mines and providing capital to copper and other base metal mines to obtain exposure to by-product gold, silver and platinum group metals production. We also invest in other metals and energy to expose our shareholders to additional resource optionality. In YTD 2025, 86.2% of our revenue was earned from mining assets, of which 82.5% was earned from precious metals.
A strength of our business model is that our margins are not generally impacted when producer costs increase. The majority of our interests are royalty and streams with payments/deliveries that are based on production levels with no adjustments for the operator’s operating costs. In YTD 2025, these interests accounted for 93.0% of our revenue (YTD 2024 – 92.3%). We also have WI, NPI, NRI and GMR royalties which are based on the margin or profit of the underlying operations.
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| Third Quarter 2025 Management’s Discussion and Analysis | 4 |
Selected Financial Information
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except Average Gold Price, GEOs sold, Net GEOs sold, | | | For the three months ended | | For the nine months ended | | |||||||||||
| Adjusted EBITDA Margin, Adjusted Net Income Margin, | | | September 30, | | | September 30, | | ||||||||||
| per GEO amounts and per share amounts) | 2025 | | 2024 | 2025 | 2024 | | |||||||||||
| | | | | | | | | | | | | | | | | | |
| Statistical Measures | | | | | | | | | | | | | | | | | |
| Average Gold Price | | | $ | 3,456 | | | $ | 2,477 | | | $ | 3,199 | | | $ | 2,296 | |
| GEOs sold^(1)^ | | | 138,772 | | | 110,110 | | | 377,450 | | | 343,271 | | ||||
| Net GEOs sold^(1)^ | | | | 125,115 | | | | 97,232 | | | | 340,129 | | | | 301,730 | |
| | | | | | | | | | | | | | | | | | |
| Statement of Comprehensive Income | | | | | | | | | | | | | | | | | |
| Revenue | | | $ | 487.7 | | | $ | 275.7 | | | $ | 1,225.5 | | | $ | 792.6 | |
| Costs of sales | | | 47.2 | | | 31.9 | | | 119.2 | | | 94.6 | | ||||
| Depletion and depreciation | | | 87.0 | | | 54.2 | | | 219.4 | | | 165.3 | | ||||
| Operating income | | | 341.0 | | | 182.0 | | | 900.3 | | | 509.2 | | ||||
| Net income | | | 287.5 | | | 152.7 | | | 744.4 | | | 376.7 | | ||||
| Basic earnings per share | | | $ | 1.49 | | | $ | 0.79 | | | $ | 3.86 | | | $ | 1.96 | |
| Diluted earnings per share | | | $ | 1.49 | | | $ | 0.79 | | | $ | 3.86 | | | $ | 1.96 | |
| | | | | | | | | | | | | | | | | | |
| Dividends declared per share | | | $ | 0.38 | | | $ | 0.36 | | | $ | 1.14 | | | $ | 1.08 | |
| Dividends declared (including DRIP) | | | $ | 73.7 | | | $ | 69.3 | | | $ | 220.0 | | | $ | 208.3 | |
| Weighted average shares outstanding | | | 192.7 | | | 192.3 | | | 192.6 | | | 192.3 | | ||||
| | | | | | | | | | | | | | | | | | |
| Non-GAAP Measures | | | | | | | | | | | | | | | | | |
| Cash Costs^(2)^ | | | $ | 47.2 | | | $ | 31.9 | | | $ | 119.2 | | | $ | 94.6 | |
| Cash Costs^(2)^ per GEO sold | | | $ | 340 | | | $ | 290 | | | $ | 316 | | | $ | 276 | |
| Adjusted EBITDA^(2)^ | | | $ | 427.3 | | | $ | 236.2 | | | $ | 1,114.9 | | | $ | 674.2 | |
| Adjusted EBITDA^(2)^ per share | | | $ | 2.22 | | | $ | 1.23 | | | $ | 5.79 | | | $ | 3.51 | |
| Adjusted EBITDA Margin^(2)^ | | | 87.6 | % | | 85.7 | % | | 91.0 | % | | 85.1 | % | ||||
| Adjusted Net Income^(2)^ | | | $ | 275.0 | | | $ | 153.9 | | | $ | 719.0 | | | $ | 434.7 | |
| Adjusted Net Income^(2)^ per share | | | $ | 1.43 | | | $ | 0.80 | | | $ | 3.73 | | | $ | 2.26 | |
| Adjusted Net Income Margin^(2)^ | | | | 56.4 | % | | | 55.8 | % | | | 58.7 | % | | | 54.8 | % |
| | | | | | | | | | | | | | | | | | |
| Statement of Cash Flows | | | | | | | | | | | | | | | | | |
| Net cash provided by operating activities | | | $ | 348.0 | | | $ | 213.6 | | | $ | 1,067.2 | | | $ | 586.5 | |
| Net cash used in investing activities | | | $ | (208.0) | | | $ | (279.0) | | | $ | (2,097.1) | | | $ | (506.2) | |
| Net cash used in financing activities | | | $ | (64.2) | | | $ | (61.1) | | | $ | (197.1) | | | $ | (178.4) | |
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | | As at | | | As at | | | ||
| | | | September 30, | | | December 31, | | | ||
| (expressed in millions) | 2025 | 2024 | ||||||||
| Statement of Financial Position | | | | | | | | | | |
| Cash and cash equivalents | | | $ | 236.7 | | | $ | 1,451.3 | | |
| Investments | | | 774.2 | | | 325.5 | | | ||
| Royalty, stream and working interests, net | | | | 6,087.1 | | | | 4,098.8 | | |
| Total assets | | | | 7,516.9 | | | | 6,330.4 | | |
| Deferred income tax liabilities | | | | 369.0 | | | | 238.0 | | |
| Total shareholders’ equity | | | | 6,999.3 | | | | 5,996.6 | | |
| Available capital^(3)^ | | | | 1,189.3 | | | | 2,433.6 | | |
| 1 | Refer to the “Gold Equivalent Ounces and Net Gold Equivalent Ounces” section of this MD&A for more information on our methodology for calculating GEOs sold and Net GEOs sold. Net GEOs sold are GEOs sold, net of direct operating costs, including for our stream GEOs, the associated ongoing cost per ounce. |
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| 2 | Cash Costs, Cash Costs per GEO sold, Adjusted EBITDA, Adjusted EBITDA per share, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income per share and Adjusted Net Income Margin are non-GAAP financial measures with no standardized meaning under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. Refer to the “Non-GAAP Financial Measures” section of this MD&A for more information on each non-GAAP financial measure. |
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| 3 | Available capital comprises our cash and cash equivalents and the amount available to borrow under our $1.0 billion revolving credit facility (the “Corporate Revolver”) as referenced in the “Credit Facility” section of this MD&A. |
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| Third Quarter 2025 Management’s Discussion and Analysis | 5 |
Financial Update –Q3 2025 compared to Q3 2024
| ● | $487.7 million in revenue (a new record), +76.9% from $275.7 million in Q3 2024; |
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| ● | 138,772 GEOs sold (including 11,208 GEOs from Cobre Panama), +26.0% from 110,110 GEOs in Q3 2024; |
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| ● | 125,115 Net GEOs sold, +28.7% from 97,232 Net GEOs in Q3 2024; |
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| ● | Cash Costs of $340 per GEO sold, compared to $290 per GEO sold in Q3 2024; |
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| ● | $427.3 million, or $2.22 per share, of Adjusted EBITDA (new records), +80.9% and 80.5%, respectively, from $236.2 million, or $1.23 per share, in Q3 2024; |
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| ● | 87.6% in Adjusted EBITDA Margin, compared to 85.7% in Q3 2024; |
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| ● | $287.5 million, or $1.49 per share, in net income (new records), +88.3% and +88.6%, respectively, from $152.7 million, or $0.79 per share, in Q3 2024; |
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| ● | $275.0 million, or $1.43 per share, in Adjusted Net Income (new records), +78.7% and +78.8%, respectively, from $153.9 million, or $0.80 per share, in Q3 2024; |
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| ● | 56.4% in Adjusted Net Income Margin, compared to 55.8% in Q3 2024; |
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| ● | $84.4 million in proceeds and $67.4 million in realized gains from sale of equity investment in Q3 2025 (Q3 2024 – proceeds of $25.9 million, realized gains of $5.0 million); |
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| ● | $348.0 million in net cash provided by operating activities, +62.9% from $213.6 million in Q3 2024; |
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| ● | $236.7 million in cash and cash equivalents as at September 30, 2025 (December 31, 2024 – $1,451.3 million); |
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| ● | $1.2 billion in available capital as at September 30, 2025 (December 31, 2024 – $2.4 billion). |
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Financial Update – YTD 2025 compared to YTD 2024
| ● | $1,225.5 million in revenue (a new record), +54.6% from $792.6 million; |
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| ● | 377,450 GEOs sold (including 11,208 GEOs from Cobre Panama), +10.0% from 343,271 GEOs; |
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| ● | 340,129 Net GEOs sold, +12.7% from 301,730 GEOs; |
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| ● | Cash Costs of $316 per GEO sold, compared to $276 per GEO sold; |
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| ● | $1,114.9 million, or $5.79 per share, in Adjusted EBITDA (new records), +65.4% and +65.0%, respectively; |
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| ● | 91.0% in Adjusted EBITDA Margin (a new record), compared to 85.1%; |
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| ● | $744.4 million, or $3.86 per share, in net income (new records), +97.6% and +96.9%, respectively; |
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| ● | $719.0 million, or $3.73 per share, in Adjusted Net Income (new records), +65.4% and +65.0%, respectively; |
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| ● | 58.7% in Adjusted Net Income Margin (a new record), compared to 54.8%; |
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| ● | $109.9 million in proceeds and $74.7 million in realized gains from sale of equity investment in YTD 2025 (YTD 2024 – proceeds of $34.4 million, realized gains of $5.2 million); |
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| ● | $1,067.2 million in net cash provided by operating activities (a new record), +82.0% compared to prior year. |
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Corporate Developments
Acquisition of Royalty on AngloGold Ashanti plc’s Arthur Gold Project – Nevada, U.S.
On July 23, 2025, we acquired, through a wholly-owned subsidiary, a 1.0% NSR (of an existing 1.5% NSR) on AngloGold Ashanti plc’s (“AngloGold”) Arthur Gold Project (previously the Expanded Silicon Project) from Altius Minerals Corporation (“Altius”) for $250.0 million in cash, plus a contingent cash payment of $25.0 million. The contingent cash consideration is payable dependent upon the final award outcome of an arbitration process between Altius and AngloGold related to the coverage of the royalty. The final award decision confirming the extent of the area of coverage was received by Altius on August 14, 2025. As such, we expect to make the cash payment of $25.0 million in Q4 2025 following the expiry of any relevant appeal or challenge periods.
Pre-construction Funding of Cascabel Stream – Ecuador
On July 17, 2025, our wholly-owned subsidiary, Franco-Nevada (Barbados) Corporation (“FNBC”), funded the second of three equal-sized payments in the amount of $23.3 million to SolGold plc (“SolGold”) for pre-construction activities of the Cascabel project. FNBC acquired the Cascabel stream from SolGold in July 2024 with Osisko Gold Royalties Ltd.’s subsidiary, Osisko Bermuda Limited (“Osisko”), on a 70%/30% basis. Subject to the achievement of certain conditions, FNBC has committed to providing a total of $525.0 million and Osisko a total of $225.0 million for a total combined funding of $750.0 million.
Acquisition of Additional Royalty on Gold Quarry Mine – Nevada, U.S.
On July 11, 2025, through a wholly-owned subsidiary, we acquired from a third party an additional NSR on Nevada Gold Mines LLC’s Gold Quarry mine for $10.5 million plus a $1.0 million contingent payment. As a result, Franco-Nevada now holds a combined NSR which provides an annual minimum payment of at least 1,650 gold ounces tied to mineral reserves and stockpiles attributed to the royalty property. Franco-Nevada expects to receive this annual minimum payment through to the end of the mine life with the potential to increase to a higher level if mineral reserves increase beyond current levels. The contingent consideration is payable dependent upon the annual minimum payment.
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| Third Quarter 2025 Management’s Discussion and Analysis | 6 |
Acquisition of Royalty on Côté Gold Mine – Ontario, Canada
On June 24, 2025, we acquired an existing royalty on the Côté Gold mine in Ontario from a private third party for total cash consideration of $1,050.0 million. The royalty consists of a 7.5% gross margin royalty on the Côté Gold mine. Royalty deductions include cash operating costs and exclude all capital, exploration, depreciation and other non-cash costs. The Côté Gold mine is operated through an unincorporated joint venture by IAMGOLD Corporation (“IAMGOLD”) and is owned by IAMGOLD (70%) and Sumitomo Metal Mining Co. Ltd. (“Sumitomo”) (30%). IAMGOLD and Sumitomo hold an option, exercisable at their discretion, to buy down up to 50% of the royalty at Franco-Nevada’s attributable cost in two equal tranches of 25%. The cost to repurchase the tranches are as follows: (i) the initial 25% buydown option for an internal rate of return equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.1%, exercisable within two years of closing, and (ii) the additional 25% buydown option cost for an internal rate of return equal to 10%, following exercise of the initial option, exercisable within three years of closing. Both 25% options are subject to a minimum such that the exercise price shall be the greater of the calculated value or 25% of Franco-Nevada’s royalty purchase price ($262.5 million).
Financing Package with Discovery Silver Corp. on the Porcupine Complex – Ontario, Canada
On April 15, 2025, we completed a comprehensive financing transaction with Discovery Silver Corp. (“Discovery”) to support its acquisition of the Porcupine complex located near Timmins, Ontario, from Newmont Corporation. The financing package includes: i) a 4.25% NSR, consisting of two tranches, for $300.0 million, on production from the Porcupine complex, ii) a $100.0 million senior secured term loan (the “Discovery Term Loan”), and iii) $48.6 million (C$70.9 million) of equity participation. The financing package, totaling $448.6 million, provided Discovery with proceeds to acquire and fund a planned capital program for the Porcupine complex.
Porcupine Royalty
The royalty on the Porcupine complex consists of two tranches: (i) a 2.25% NSR in perpetuity on all minerals produced, and (ii) a 2.00% NSR on all minerals produced until the earlier of royalty payments on the tranche equivalent to 72,000 gold ounces or a cash payment equal to a pre-tax annual internal rate of return of 12% in reference to a $100.0 million attributable purchase price.
Discovery Term Loan
The Discovery Term Loan was a $100.0 million, 7-year term loan with an availability period of 2 years from closing at an interest rate of 3-Month Secured Overnight Financing Rate (“3-Month SOFR”) +4.50% per annum and amortization after year 5 at 5% per quarter, with no restrictions on prepayment. The loan provided for an upfront fee equal to 2% on any principal drawn, a standby fee of 100 basis points per annum on undrawn funds, and the issuance by Discovery of 3,900,000 common share purchase warrants with an exercise price of C$0.95 per common share and an expiry date of April 15, 2028.
On September 15, 2025, after arranging a $250.0 million revolving credit facility with a syndicate of commercial banks, Discovery terminated the Discovery Term Loan, which remained undrawn as of the date of termination.
Discovery Common Shares
As part of Discovery’s public offering of subscription receipts of approximately $169.5 million (C$247.5 million) which closed on February 3, 2025, we purchased 78,833,333 subscription receipts at a price of C$0.90 per subscription receipt for an aggregate purchase price of $48.6 million (C$70.9 million). Upon closing of the acquisition of the Porcupine complex by Discovery, the subscription receipts were automatically exchanged for common shares of Discovery.
On September 18, 2025, we sold 26,000,000 shares for aggregate net proceeds of $84.4 million (C$116.5 million) and realized a gain of $67.4 million (C$93.1 million). The proceeds were used to repay our Corporate Revolver and for general corporate purposes.
As our equity investments are accounted for at fair value through other comprehensive income, the fair value gain of $67.4 million is presented within shareholders’ equity. This gain was included within accumulated other comprehensive income and was transferred to retained earnings upon disposal. As such, the gain is not included in, and is incremental to, net income.
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| Third Quarter 2025 Management’s Discussion and Analysis | 7 |
Acquisition of Precious Metals Stream on Sibanye Stillwater Limited’s Western Limb Mining Operations – South Africa
On February 28, 2025, our wholly-owned subsidiary, FNBC completed the acquisition of a precious metals stream (the “Western Limb Stream”) with reference to specific production from Sibanye Stillwater Limited’s (“Sibanye-Stillwater”) Marikana, Rustenburg and Kroondal mining operations (the “Stream Area”) in South Africa for a purchase price of $500.0 million. The Western Limb Stream is comprised of a gold component for the life of mine (“LOM”) and a platinum component for approximately 25 years.
Key terms:
| ● | Gold stream deliveries to FNBC are initially based off the platinum, palladium, rhodium and gold (“4E PGM”) production from the Stream Area, according to the following schedule: |
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| o | Gold ounces equal to 1.1% of 4E PGM ounces contained in concentrate until delivery of 87,500 ounces of gold, then |
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| o | Gold ounces equal to 0.75% of 4E PGM ounces contained in concentrate until total delivery of 237,000 ounces of gold, then |
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| o | 80% of gold contained in concentrate for the remaining LOM. |
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| ● | Platinum stream deliveries to FNBC are based on platinum production from the Western Limb Stream area, according to the following schedule: |
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| o | 1.0% of platinum contained in concentrate until the delivery of 48,000 ounces of platinum, then |
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| o | Step-up to 2.1% of platinum contained in concentrate until total delivery of 294,000 ounces of platinum, then |
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| o | No further platinum deliveries. |
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Other terms include:
| ● | Gold and platinum ounces delivered will be subject to an ongoing payment of 5% of spot prices respectively to Sibanye-Stillwater. In the case of gold, the ongoing payment will increase to 10% following the delivery of 237,000 ounces of gold to FNBC. |
|---|---|
| ● | Effective start date of the Western Limb Stream is September 1, 2024. First deliveries related to production from September 1, 2024 to December 31, 2024 were received in March 2025. |
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Pandora Royalty – South Africa
On February 28, 2025, Franco-Nevada and Sibanye-Stillwater converted Franco-Nevada’s 5% net profit interest on the Pandora property to a 1% net smelter return royalty. Sibanye-Stillwater’s Pandora property forms a portion of its Marikana operations and includes the currently operating E3 decline.
Acquisition of Royalty on Hayasa Metals Inc.’s Urasar Project – Armenia
On January 21, 2025, we acquired a 0.625% NSR covering all minerals produced from Hayasa Metals Inc.’s (“Hayasa”) Urasar gold-copper project in northern Armenia for $0.55 million, pursuant to a joint acquisition agreement with EMX Royalty Corporation (“EMX”).
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 $2.6 million and $7.0 million in Q3 2025 and YTD 2025, respectively (Q3 2024 and YTD 2024 – $1.9 million and $21.1 million, respectively). As at September 30, 2025, Franco-Nevada has remaining commitments of up to $39.3 million.
Canada Revenue Agency Audit
On September 11, 2025, we reached a settlement with the Canada Revenue Agency (the “CRA Settlement”) which provided for a final resolution of Franco-Nevada’s tax dispute in connection with the reassessments under transfer pricing rules of the 2013 to 2019 taxation years (the “Reassessments”) in relation to its Mexican and Barbadian subsidiaries. Under the terms of the CRA Settlement, no payment of any tax in Canada is required on the foreign earnings of the Company’s Barbadian and Mexican subsidiaries for the 2013 to 2019 taxation years. Please refer to the “Contingencies – Canada Revenue Agency Audit” section of this MD&A for further details.
Franco-Nevada has posted security in the form of cash totaling $44.1 million (C$61.4 million) and standby letters of credit totaling $47.4 million (C$66.0 million), which the Company expects will be released in the short term.
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| Third Quarter 2025 Management’s Discussion and Analysis | 8 |
Credit Facility
On July 22, 2025, we drew down $175.0 million of the $1.0 billion unsecured revolving term credit facility (the “Corporate Revolver”) to finance part of the acquisition of the royalty on the Arthur Gold Project, as referenced above. The Corporate Revolver was fully repaid within the quarter, with $100.0 million repaid on August 21, 2025, and $75.0 million on September 22, 2025. Interest expense of $1.2 million incurred in connection with the Corporate Revolver was capitalized as part of the cost of the Arthur Gold Project mineral interest, in accordance with IAS 23 Borrowing Costs.
As at the date of this MD&A, there are four standby letters of credit issued against the Corporate Revolver in relation to the audit by the CRA, as referenced above. These standby letters of credit reduce the available balance under the Corporate Revolver. As such, the available balance on our Corporate Revolver as of the date of this MD&A is $952.6 million.
Dividends
In Q3 2025, we declared a quarterly dividend of $0.38 per share, compared to the dividend of $0.36 per share in Q3 2024. During the quarter, we paid total dividends of $73.7 million, of which $67.3 million was paid in cash and $6.4 million was settled in common shares under our Dividend Reinvestment Plan (the “DRIP”).
In YTD 2025, we paid total dividends of $220.0 million, of which $204.5 million was paid in cash and $15.5 million was settled in common shares under our DRIP.
Portfolio Updates
Additional updates related to our portfolio of assets are available in our News Release issued on November 3, 2025 available on SEDAR+ at www.sedarplus.com and EDGAR at www.sec.gov.
Cobre Panama remains on preservation and safe management (“P&SM”) with production halted since November 2023. First Quantum Minerals Ltd. (“First Quantum”) has been working with the Government of Panama (the “GOP”) and the Ministry of Commerce and Industry (the “MICI”) to implement a plan that would allow for the execution of environmental and asset integrity measures during the P&SM phase of Cobre Panama (the “P&SM Plan”).
On January 6, 2025, Panama’s Ministry of Environment (“MiAmbiente”) released the draft terms of reference for the environmental audit of the Cobre Panama mine. A public consultation process on the terms of reference concluded on February 7, 2025. The overall timeline and final scope for the proposed environmental audit are pending finalization and announcement by MiAmbiente. Separately, an independent audit of the copper concentrate stored on site was completed by the GOP in December 2024, which confirmed the quantities of copper concentrate stored at the facilities.
On January 12, 2025, the Minister of Environment and the Minister of Public Security conducted a site visit of Cobre Panama. During the visit, the ministers toured the mine as well as the process, port and power plant facilities to inspect the upkeep of the mine and the status of surrounding communities and the environment. The visit also enabled the ministers to inspect and approve the export of 7,960 tons of ammonium nitrate stored at the mine’s Punta Rincón port. Export of the ammonium nitrate commenced by road in January 2025.
On May 30, 2025, the GOP, through the MICI, approved and formally instructed the execution of the P&SM Plan by means of MICI Resolution No. 45. The implementation of the P&SM Plan is now underway.
The P&SM Plan approval authorized the export of the 122,520 dry metric tonnes of copper concentrate. Following the first shipment of this material at the end of Q2 2025, the remaining concentrate was exported during Q3 2025. First Quantum reported that it expects to use the proceeds from the concentrate sales to fund P&SM activities including local supply and procurement in Panama and the ongoing environmental stewardship of the mine and its surroundings.
The execution of the P&SM Plan also provides for the import of fuel and the restart of Cobre Panama’s thermoelectric power plant (“power plant”). First Quantum has commenced pre-commissioning of the power plant and the mobilization of specialists to site. The power plant is currently anticipated to restart in Q4 2025, with the first 150MW unit expected to be fired and synchronized with the national grid in November 2025.
On October 10, 2025, MiAmbiente issued the order for SGS Panama Control Services Inc. (“SGS”) to proceed with the integral audit of the Cobre Panamá Project. MiAmbiente and MICI, together with SGS, are coordinating the audit planning and implementation, which is expected to cover environmental, social, legal and fiscal compliance aspects.
During Q3 2025, Franco-Nevada received 11,208 GEOs in stream deliveries in reference to the shipped copper concentrate and expects approximately 1,000 GEOs in Q4 2025 or early Q1 2026. As a result of the stream deliveries, we recorded a partial impairment reversal of $4.8 million, of which $4.1 million was recorded in Q2 2025 and $0.7 million in Q3 2025.
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| Third Quarter 2025 Management’s Discussion and Analysis | 9 |
Arbitration Proceedings
On March 31, 2025, First Quantum announced it had agreed to discontinue its International Chamber of Commerce arbitration proceedings and has also agreed to suspend its Canada-Panama Free Trade Agreement arbitration.
On June 18, 2025, Franco-Nevada agreed to suspend its arbitration proceeding against the GOP. Franco-Nevada reiterates its hope for a resolution with the State of Panama providing the best outcome for the Panamanian people and all parties involved.
Salares Norte Royalty Buy-Back
In May 2025, Gold Fields Limited exercised its option to buy back 1% of Franco-Nevada’s 2% NSR on Salares Norte after having paid $6.0 million in cumulative royalty payments.
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 2025 guidance is based on assumptions including the forecasted state of operations from our assets based on the public statements and other disclosures by the third-party owners and operators of the underlying properties and our assessment thereo f.
We present our guidance in reference to GEO sales. For streams, our guidance reflects GEOs that have been delivered from the operators of our assets and that we have subsequently sold. Our GEO deliveries may differ from operators’ production based on timing of deliveries and due to recovery and payability factors. Our GEO sales may differ from GEO deliveries based on the timing of the sales. For royalties, GEO guidance reflects the timing of royalty payments or accruals.
Our 2025 revised guidance is based on the following assumed commodity prices for the remainder of 2025: $3,800/oz Au, $47.50/oz Ag, $1,450/oz Pt, $1,350/oz Pd, $100/tonne Fe 62% CFR China, $60/bbl WTI oil and $3.00/mcf Henry Hub natural gas.
We earned record revenue during the first nine months of 2025, driven by record gold prices and a robust performance across our portfolio. We further benefited from additional deliveries from Cobre Panama and initial contributions from our recently acquired Côté Gold royalty, both of which were not included in our original guidance. We now expect to exceed our initial Precious Metal GEO sales guidance.
For Total GEO sales, we have narrowed our guidance range, toward the higher end of our original guidance. Total GEOs, which include GEOs from our non-gold assets, are impacted by the relative performance of commodity prices relative to gold. Our initial guidance assumed a gold price of $2,800/ounce. For reference, a $100 increase in the price of gold from our initial assumption of $2,800/oz results in a decrease of approximately 4,750 GEOs, with all other commodity prices and production levels held constant.
The table below presents our revised Precious Metal GEO sales guidance and reiterates our Total GEO sales guidance for 2025:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | 2025 Revised Guidance | 2025 Initial Guidance | YTD 2025 Actual | |||||||
| Precious Metal GEO sales | | | 420,000 - 440,000 | | | 385,000 - 425,000 | | | 312,181 | |
| Total GEO sales | | | 495,000 - 525,000 | | | 465,000 - 525,000 | | | 377,450 | |
| 1 | We expect our streams to contribute between 255,000 and 285,000 of our GEO sales for 2025. For YTD 2025, we sold 202,148 GEOs from our streams. | |||||||||
| --- | --- | |||||||||
| 2 | Our guidance 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 $39.3 million. | |||||||||
| --- | --- |
Interest revenue : Interest revenue from our loans receivable in 2025 is expected to be between $13.0 million and $15.0 million.
Depletion expense: We expect to exceed our previously stated depletion and depreciation expense estimate due to the addition of Côté Gold, and now anticipate between $300.0 million and $315.0 million for 2025. In YTD 2025, depletion expense was $219.4 million.
Income tax: We expect our annual effective tax rate to be between 19% and 22%.
Capital commitments: We anticipate making the third pre-construction payment for the Cascabel stream of $23.3 million in late 2025. As of September 30, 2025, our remaining capital commitment to the Royalty Acquisition Venture with Continental was $39.3 million, of which between $3.0 million and $5.0 million is expected to be deployed in Q4 2025. Refer to the “Commitments” section of this MD&A for further details on our other commitments.
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| Third Quarter 2025 Management’s Discussion and Analysis | 10 |
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 revenue from 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. Refer to the commodity price tables on pages 13 and 18 of this MD&A for further details.
Gold prices rallied in the first nine months of 2025, reflecting strong safe haven demand, central bank buying, anticipations of U.S. interest rate cuts, and economic uncertainty. Silver prices also increased due to robust industrial and safe haven demand. During this same time period, oil and gas prices fell due to economic uncertainty and oversupply. Subsequent to quarter-end, precious metal prices pulled back from their historic highs reached in mid-October 2025.
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| Third Quarter 2025 Management’s Discussion and Analysis | 11 |
The following table details revenue for the three and nine months ended September 30, 2025 and 2024:
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | For the three months ended | | | For the nine months ended | |||||||||||
| (expressed in millions) | | Interest and % | | | September 30, | | | September 30, | |||||||||||
| Property | (Gold unless otherwise indicated) | | 2025 | | 2024 | | 2025 | | 2024 | ||||||||||
| PRECIOUS METALS | | | | | | | | | | | | | | | | | | | |
| South America | | | | | | | | | | | | | | | | | | | |
| Candelaria | Stream 68% Gold & Silver | | | $ | 57.6 | | | $ | 32.5 | | | $ | 168.5 | | | $ | 100.6 | | |
| Antapaccay | Stream (indexed) Gold & Silver | | | | 42.9 | | | | 31.2 | | | | 90.3 | | | | 92.4 | | |
| Antamina | Stream 22.5% Silver | | | 30.2 | | | 15.2 | | | 74.8 | | | 41.2 | | |||||
| Tocantinzinho | | Stream 12.5% | | | | 21.4 | | | | 2.9 | | | | 51.1 | | | | 2.9 | |
| Condestable | | Stream Gold & Silver, Fixed through 2025 | | | | 11.1 | | | | 7.9 | | | | 30.3 | | | | 22.0 | |
| Yanacocha | | NSR 1.8% | | | | 9.5 | | | | 2.9 | | | | 22.7 | | | | 2.9 | |
| Salares Norte | | NSR 1% | | | | 6.8 | | | | — | | | | 11.2 | | | | — | |
| Other | | | | | | 0.1 | | | | 2.2 | | | | 3.7 | | | | 5.5 | |
| Central America & Mexico | | | | | | | | | | | | | | | | | | | |
| Guadalupe-Palmarejo | Stream 50% | | | $ | 47.1 | | | $ | 22.0 | | | $ | 126.5 | | | $ | 62.9 | | |
| Cobre Panama^(2)^ | Stream (indexed) Gold & Silver | | | | 38.3 | | | | — | | | | 38.3 | | | | 0.1 | | |
| Canada | | | | | | | | | | | | | | | | | | | |
| Detour Lake | NSR 2% | | | $ | 13.4 | | | $ | 9.3 | | | $ | 33.5 | | | $ | 22.9 | | |
| Hemlo | NSR 3%, NPI 50% | | | 4.1 | | | 3.1 | | | 33.2 | | | 12.2 | | |||||
| Côté Gold | | GMR 7.5% | | | | 18.5 | | | | — | | | | 19.9 | | | | — | |
| Porcupine | | NSR 4.25% | | | | 9.7 | | | | — | | | | 16.3 | | | | — | |
| Greenstone | | NSR 3% | | | | 5.7 | | | | 3.3 | | | | 13.5 | | | | 4.2 | |
| Kirkland Lake (Macassa) | NSR 1.5-5.5%, NPI 20% | | | 4.1 | | | 2.4 | | | 11.4 | | | 6.8 | | |||||
| Musselwhite | | NPI 5% | | | | 1.4 | | | | — | | | | 10.0 | | | | 1.8 | |
| Sudbury | Stream 50% PGM & Gold | | | | 3.3 | | | | 2.2 | | | | 9.2 | | | | 8.7 | | |
| Brucejack | NSR 1.2% | | | | 3.2 | | | | 2.6 | | | | 6.7 | | | | 4.6 | | |
| Magino | | NSR 3% | | | | 2.8 | | | | 1.2 | | | | 6.2 | | | | 3.7 | |
| Other | | | | | 2.1 | | | 1.8 | | | 6.6 | | | 6.4 | | ||||
| United States | | | | | | | | | | | | | | | | | | | |
| Goldstrike | NSR 2-4%, NPI 2.4-6% | | | $ | 5.8 | | | $ | 3.6 | | | $ | 14.0 | | | $ | 14.2 | | |
| Bald Mountain | NSR/GR 0.875-5% | | | 5.0 | | | 3.3 | | | 14.1 | | | 11.7 | | |||||
| Stillwater | NSR 5% PGM | | | 4.8 | | | | 4.3 | | | | 10.7 | | | | 15.6 | | ||
| Marigold | NSR 1.75-5%, GR 0.5-4% | | | 2.3 | | | 2.0 | | | 6.5 | | | 4.0 | | |||||
| Gold Quarry | NSR 7.29% | | | 0.2 | | | 0.3 | | | 0.5 | | | 1.1 | | |||||
| Other | | | | | 7.2 | | | 3.8 | | | 17.3 | | | 8.6 | | ||||
| Rest of World | | | | | | | | | | | | | | | | | | | |
| Western Limb | Stream Gold (indexed) & 1% Platinum | | | $ | 16.7 | | | $ | — | | | $ | 47.1 | | | $ | — | | |
| Subika (Ahafo) | NSR 2% | | | 11.3 | | | 10.4 | | | | 37.3 | | | | 27.0 | | |||
| Tasiast | NSR 2% | | | 8.8 | | | 7.9 | | | | 23.2 | | | | 21.8 | | |||
| Sabodala | Stream 6%, Fixed to 105,750 oz | | | 8.2 | | | 5.9 | | | 22.8 | | | 16.3 | | |||||
| Duketon | NSR 2% | | | 2.6 | | | 3.0 | | | 6.7 | | | 8.2 | | |||||
| MWS | Stream 25% | | | | — | | | | 18.8 | | | | — | | | | 51.6 | | |
| Other | | | | | 10.3 | | | 5.7 | | | 27.1 | | | 16.8 | | ||||
| | | | | | $ | 416.5 | | | $ | 211.7 | | | $ | 1,011.2 | | | $ | 598.7 | |
| DIVERSIFIED | | | | | | | | | | | | | | | | | | | |
| Vale | | Various Royalty Rates | | | $ | 13.3 | | | $ | 8.8 | | | $ | 29.3 | | | $ | 28.4 | |
| LIORC | | GORR 0.7% Iron Ore, IOC Equity 1.5%^(1)^ | | | | 1.8 | | | | 3.3 | | | | 5.4 | | | | 10.5 | |
| Other mining assets | | | | | 2.6 | | | 2.7 | | | 10.0 | | | 7.4 | | ||||
| United States (Energy) | | | | | | | | | | | | | | | | | | | |
| Marcellus | | GORR 1% | | | $ | 6.8 | | | $ | 6.7 | | | $ | 23.0 | | | $ | 19.6 | |
| Haynesville | | Various Royalty Rates | | | | 7.4 | | | | 3.8 | | | | 21.7 | | | | 15.2 | |
| SCOOP/STACK | | Various Royalty Rates | | | | 10.0 | | | | 7.0 | | | | 32.9 | | | | 23.0 | |
| Permian Basin | | Various Royalty Rates | | | | 9.6 | | | | 11.8 | | | | 36.3 | | | | 30.8 | |
| Other | | | | | — | | | — | | | 0.2 | | | 0.2 | | ||||
| Canada (Energy) | | | | | | | | | | | | | | | | | | | |
| Weyburn | NRI 11.71%, ORR 0.44%, WI 2.56% | | | $ | 10.5 | | | $ | 11.2 | | | $ | 30.0 | | | $ | 34.6 | | |
| Orion | | GORR 4% | | | | 3.0 | | | | 3.7 | | | | 9.3 | | | | 10.9 | |
| Other | | | | | 2.1 | | | 2.2 | | | 6.5 | | | 6.8 | | ||||
| | | | | | $ | 67.1 | | | $ | 61.2 | | | $ | 204.6 | | | $ | 187.4 | |
| Revenue from royalty, stream and working interests | | | $ | 483.6 | | | $ | 272.9 | | | $ | 1,215.8 | | | $ | 786.1 | | ||
| Interest revenue and other interest income | | | $ | 4.1 | | | $ | 2.8 | | | $ | 9.7 | | | $ | 6.5 | | ||
| Total revenue | | | | | $ | 487.7 | | | $ | 275.7 | | | $ | 1,225.5 | | | $ | 792.6 | |
| 1 | Includes interest attributable to Franco-Nevada’s 9.9% equity ownership of Labrador Iron Ore Royalty Corporation. |
|---|---|
| 2 | Revenue from Cobre Panama in 2024 relates to the finalization of sales from 2023 vessels. |
| --- | --- |
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| Third Quarter 2025 Management’s Discussion and Analysis | 12 |
Review of Quarterly Financial Performance
The prices of precious metals, iron ore, and oil and gas and production from our assets are the largest factors in determining our profitability and cash flow from operations. The following table summarizes average commodity prices and average exchange rates during the periods presented.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | |||
| Quarterly average prices and rates | | Q3 2025 | Q3 2024 | Variance | |||||||||
| Gold^(1)^ | ($/oz) | | | $ | 3,456 | | | $ | 2,477 | | 39.5 | % | |
| Silver^(1)^ | ($/oz) | | | 39.38 | | | 29.42 | | 33.9 | % | |||
| Platinum^(1)^ | ($/oz) | | | 1,385 | | | 963 | | 43.8 | % | |||
| Palladium^(1)^ | ($/oz) | | | 1,171 | | | 970 | | 20.7 | % | |||
| Iron Ore Fines 62% Fe CFR China | | ($/tonne) | | | | 101 | | | | 100 | | 1.0 | % |
| | | | | | | | | | | | | | |
| Edmonton Light | (C$/bbl) | | | 85.08 | | | 98.26 | | (13.4) | % | |||
| West Texas Intermediate | | ($/bbl) | | | | 64.93 | | | | 75.09 | | (13.5) | % |
| Henry Hub | | ($/mcf) | | | | 3.07 | | | | 2.24 | | 37.1 | % |
| | | | | | | | | | | | | | |
| CAD/USD exchange rate^(2)^ | | | | | 0.7261 | | | 0.7333 | | (1.0) | % | ||
| 1 | Based on LBMA PM Fix for gold, platinum and palladium. Based on LBMA Fix for silver. | ||||||||||||
| --- | --- | ||||||||||||
| 2 | Based on Bank of Canada daily rates. | ||||||||||||
| --- | --- |
Revenue and GEOs
Revenue and GEO sales by commodity, geographical location and type of interest for the three months ended September 30, 2025 and 2024 were as follows:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Gold Equivalent Ounces^(1)^ | | | Revenue (in millions) | ||||||||||||
| For the three months ended September 30, | 2025 | 2024 | Variance | 2025 | 2024 | Variance | ||||||||||||
| Commodity | | | | | | | | | | | | | | | | | | |
| Gold | | 101,068 | 71,100 | 29,968 | | | $ | 351.6 | | | $ | 177.6 | | $ | 174.0 | | ||
| Silver | | 15,407 | 11,111 | 4,296 | | | 55.4 | | | 28.5 | | 26.9 | | |||||
| PGM | | 2,634 | 2,166 | 468 | | | 9.5 | | | 5.6 | | 3.9 | | |||||
| Precious Metals | | | 119,109 | 84,377 | | 34,732 | | | $ | 416.5 | | | $ | 211.7 | | $ | 204.8 | |
| Iron ore^(2)^ | | 4,451 | 5,528 | (1,077) | | | $ | 15.1 | | | $ | 12.1 | | $ | 3.0 | | ||
| Other mining assets | | | 758 | 1,068 | | (310) | | | | 2.6 | | | | 2.7 | | | (0.1) | |
| Oil | | | 9,580 | 14,366 | | (4,786) | | | | 30.4 | | | | 32.5 | | | (2.1) | |
| Gas | | | 3,336 | 2,576 | | 760 | | | | 14.3 | | | | 8.4 | | | 5.9 | |
| NGL | | | 1,538 | 2,195 | | (657) | | | | 4.7 | | | | 5.5 | | | (0.8) | |
| Diversified | | | 19,663 | 25,733 | | (6,070) | | | $ | 67.1 | | | $ | 61.2 | | $ | 5.9 | |
| Revenue from royalty, stream and working interests | | | 138,772 | 110,110 | | 28,662 | | | $ | 483.6 | | | $ | 272.9 | | $ | 210.7 | |
| Interest revenue and other interest income | | | — | — | | — | | | $ | 4.1 | | | $ | 2.8 | | $ | 1.3 | |
| | | 138,772 | 110,110 | 28,662 | | | $ | 487.7 | | | $ | 275.7 | | $ | 212.0 | | ||
| | | | | | | | | | | | | | | | | | | |
| Geography | | | | | | | | | | | | | | | | | | |
| South America | | 55,152 | 42,404 | 12,748 | | | $ | 194.0 | | | $ | 105.5 | | $ | 88.5 | | ||
| Central America & Mexico | | | 24,518 | 8,860 | | 15,658 | | | | 85.7 | | | | 22.4 | | | 63.3 | |
| Canada^(2)^ | | 24,753 | 18,653 | 6,100 | | | 89.8 | | | 49.1 | | 40.7 | | |||||
| United States | | 17,273 | 19,363 | (2,090) | | | | 59.3 | | | | 46.9 | | | 12.4 | | ||
| Rest of World | | 17,076 | 20,830 | (3,754) | | | 58.9 | | | 51.8 | | 7.1 | | |||||
| | | 138,772 | 110,110 | 28,662 | | | $ | 487.7 | | | $ | 275.7 | | $ | 212.0 | | ||
| | | | | | | | | | | | | | | | | | | |
| Type | | | | | | | | | | | | | | | | | | |
| Revenue-based royalties | | 48,697 | 46,787 | 1,910 | | | $ | 167.5 | | | $ | 113.1 | | $ | 54.4 | | ||
| Streams | | 78,844 | 54,805 | 24,039 | | | 276.9 | | | 138.6 | | 138.3 | | |||||
| Profit-based royalties | | 9,548 | 4,575 | 4,973 | | | 33.1 | | | 11.4 | | 21.7 | | |||||
| Interest revenue and other^(2)^ | | 1,683 | 3,943 | (2,260) | | | 10.2 | | | 12.6 | | (2.4) | | |||||
| | | 138,772 | 110,110 | 28,662 | | | $ | 487.7 | | | $ | 275.7 | | $ | 212.0 | | ||
| 1 | Refer to the “Gold Equivalent Ounces and Net Gold Equivalent Ounces” section of this MD&A for more information on our methodology for calculating GEOs. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| 2 | Includes interest attributable to Franco-Nevada’s 9.9% equity ownership of Labrador Iron Ore Royalty Corporation. | |||||||||||||||||
| --- | --- |
| | |
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| Third Quarter 2025 Management’s Discussion and Analysis | 13 |
We recognized $487.7 million in revenue in Q3 2025, an increase of 76.9% from Q3 2024, primarily due to record gold prices and contributions from Precious Metal assets which were acquired or commenced production in the past year. During the quarter, we also received deliveries from Cobre Panama as a result of the shipment of copper concentrate that had been stored at site. Revenue from our Diversified assets also increased, largely due to higher contributions from our Vale royalty and natural gas assets. Revenue also includes interest revenue of $4.1 million related to our loans receivable.
In Q3 2025, we earned 85.4% of our revenue from Precious Metals, compared to 76.8% in Q3 2024. Geographically, 88.0% of our revenue was derived from the Americas in Q3 2025, compared to 81.2% in Q3 2024.
We sold 138,772 GEOs in Q3 2025, an increase of 26.0% compared to 110,110 GEOs in Q3 2024. A comparison of our sources of GEOs in Q3 2025 to Q3 2024 is shown below:
| | |
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| Third Quarter 2025 Management’s Discussion and Analysis | 14 |
Precious Metals
Our Precious Metal assets contributed 119,109 GEOs in Q3 2025, an increase of 41.2% compared to 84,377 GEOs in Q3 2024, primarily due to the following:
| ● | Cobre Panama – We received and sold 11,208 GEOs from Cobre Panama. While Cobre Panama remains on P&SM, concentrate that had been stored at site since November 2023, when production was suspended, was approved for export by the GOP. |
|---|---|
| ● | Côté Gold – We earned 5,343 GEOs from our Côté Gold royalty, which we acquired in June 2025. In June 2025, IAMGOLD announced that the Côté Gold mine achieved nameplate throughput after operating at 36,000 tonnes per day on average over thirty consecutive days. Costs at the mine and mill are expected to decrease from current levels following the completion of ramp-up and stabilization activities and the installation of an additional secondary crusher in Q4 2025. |
| --- | --- |
| ● | Tocantinzinho – We received and sold 6,115 GEOs from Tocantinzinho in Q3 2025, compared to 1,108 GEOs in Q3 2024. During the quarter, the mine achieved its highest quarterly gold production since reaching commercial production. |
| --- | --- |
| ● | Western Limb – We received and sold 4,838 GEOs from our gold and platinum stream on Sibanye-Stillwater’s Western Limb mining operations acquired in February 2025. We continue to benefit from increased platinum prices and expect further benefits as prices steadily increase subsequent to quarter-end. |
| --- | --- |
| ● | Guadalupe-Palmarejo – We received and sold 13,227 GEOs from Guadalupe-Palmarejo, compared to 8,720 GEOs in Q3 2024, reflecting higher production from Palmarejo and a greater proportion of production being mined from stream ground. |
| --- | --- |
The above increases were partly offset by the following:
| ● | MWS – There were no GEO deliveries from MWS as our stream reached its cumulative cap of 312,500 gold ounces in Q4 2024. In the prior year quarter, MWS had delivered 7,577 GEOs. |
|---|
Diversified
Our Diversified assets, primarily comprising our Iron Ore and Energy interests, generated $67.1 million in revenue compared to $61.2 million in Q3 2024, an increase of 9.6%. However, when converted to GEOs, our Diversified assets contributed 19,663 GEOs compared to 25,733 GEOs in Q3 2024, a decrease of 23.6% when compared to Q3 2024 due to the impact of higher gold prices on the conversion of non-gold revenue to GEOs.
Iron Ore and Other Mining
Our Iron Ore and Other Mining assets generated $17.7 million in Q3 2025, an increase compared to $14.8 million in Q3 2024.
| ● | Vale Royalty – We recorded $13.3 million in revenue from our Vale Royalty in Q3 2025 compared to $8.8 million in Q3 2024. The increase is due to initial contributions from the Southeastern System, where the cumulative sales threshold of 1.7 billion tonnes of iron ore was reached in Q2 2025. |
|---|---|
| ● | LIORC – Labrador Iron Ore Royalty Corporation (“LIORC”) contributed $1.8 million in revenue in Q3 2025 compared to $3.3 million in Q3 2024. LIORC declared a cash dividend of C$0.40 per common share in the current period, compared to C$0.70 in Q3 2024. Production in Q3 2025 was constrained as IOC focuses on pit health, with lower ore feed to the concentrator. |
| --- | --- |
Energy
Our Energy interests contributed $49.4 million in revenue in Q3 2025, 6.5% higher than $46.4 million in Q3 2024.
| ● | U.S. – Revenue from our U.S. Energy interests increased to $33.8 million in Q3 2025, compared to $29.3 million in Q3 2024. The increase was largely driven by higher production from our SCOOP/STACK interests acquired with Continental and higher realized natural gas prices when compared to Q3 2024. |
|---|---|
| ● | Canada – Revenue from our Canadian Energy interests was $15.6 million in Q3 2025, compared to $17.1 million in the prior year quarter, primarily due to lower oil prices. |
| --- | --- |
Interest revenue
Revenue in Q3 2025 included interest revenue of $4.1 million related to our loans receivable. Our loans include term loans to G Mining Ventures Corp. and EMX with principal amounts outstanding of $79.1 million and $25.0 million, respectively, as at September 30, 2025.
On September 15, 2025, after arranging a $250 million revolving credit facility with a syndicate of commercial banks, Discovery terminated the Discovery Term Loan agreement. No funds had been advanced under the Discovery Term Loan.
In September 2025, EMX and Elemental Altus Royalties Corp. (“Elemental Altus”) announced a proposed arrangement pursuant to which Elemental Altus would acquire all of the issued and outstanding common shares of EMX. The EMX term loan would become due and payable in full upon occurrence of EMX’s change of control.
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 15 |
Costs of Sales
The following table provides a breakdown of costs of sales, excluding depletion and depreciation, incurred in the periods presented:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | For the three months ended September 30, | |||||||||
| (expressed in millions) | 2025 | 2024 | Variance | |||||||||
| Costs of stream sales | | | $ | 43.2 | | | $ | 26.9 | | $ | 16.3 | |
| Mineral production taxes | | | 0.9 | | | 0.6 | | 0.3 | | |||
| Mining costs of sales | | | $ | 44.1 | | | $ | 27.5 | | $ | 16.6 | |
| Energy costs of sales | | | 3.1 | | | 4.4 | | (1.3) | | |||
| | | | $ | 47.2 | | | $ | 31.9 | | $ | 15.3 | |
Costs of sales related to our streams increased compared to Q3 2024, reflecting the increase in stream GEOs and higher costs per ounce for streams where the ongoing purchase price varies as a function of spot prices. Costs of sales related to our Energy assets decreased compared to the prior year period due to lower property taxes, which are reassessed from time to time. Energy costs of sales also include royalties payable and production taxes which vary based on revenue. Costs of sales incurred in Q3 2025 compared to Q3 2024 are shown below:
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 16 |
Depletion and Depreciation
Depletion and depreciation expense totaled $87.0 million in Q3 2025 compared to $54.2 million in Q3 2024. The increase compared to the prior year period is due to a higher proportion of our GEOs being generated from recently acquired assets which carry a relatively higher depletion rate per ounce. Depletion rates per ounce decrease over time when mineral resources are converted into mineral reserves. The increase in depletion expense incurred in Q3 2025 compared to Q3 2024 is shown below:
**Gain on Sale of Gold and Silver Bullion
Certain of our royalties are settled in-kind with gold and silver bullion rather than cash payments. In Q3 2025, we sold 9,000 gold ounces with a carrying value of $28.2 million for proceeds of $31.3 million and realized a gain of $3.1 million. At September 30, 2025, we held 2,902 ounces of gold and 12,713 ounces of silver at a carrying value of $9.5 million and $0.3 million, respectively.
Income Taxes
Income tax expense was $74.9 million in Q3 2025, an increase compared to $42.2 million in Q3 2024 due to higher income before taxes earned in the quarter.
Net Income and Adjusted Net Income
Net income for Q3 2025 was $287.5 million, or $1.49 per share, compared to $152.7 million, or $0.79 per share, in Q3 2024. The increase is primarily attributable to higher revenue partly offset by higher costs of sales and depletion expense. Adjusted Net Income for the same period was $275.0 million, or $1.43 per share, compared to $153.9 million, or $0.80 per share, in Q3 2024. Please refer to the “Non-GAAP Financial Measures” section of this MD&A for further details on the computation of Adjusted Net Income.
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|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 17 |
Review of Year-to-Date Financial Performance
The following table summarizes average commodity prices and average exchange rates during the periods presented.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | |||
| Average prices and rates | | YTD 2025 | YTD 2024 | Variance | | ||||||||
| Gold^(1)^ | ($/oz) | | | $ | 3,199 | | | $ | 2,296 | 39.3 | % | ||
| Silver^(1)^ | ($/oz) | | | 34.98 | | | 27.21 | 28.6 | % | ||||
| Platinum^(1)^ | ($/oz) | | | 1,142 | | | 951 | 20.1 | % | ||||
| Palladium^(1)^ | ($/oz) | | | 1,041 | | | 973 | 7.0 | % | ||||
| Iron Ore Fines 62% Fe CFR China | | ($/tonne) | | | | 101 | | | | 112 | | (9.8) | % |
| | | | | | | | | | | | | | |
| Edmonton Light | (C$/bbl) | | | | 88.63 | | | 99.98 | (11.4) | % | |||
| West Texas Intermediate | | ($/bbl) | | | | 66.70 | | | | 77.54 | | (14.0) | % |
| Henry Hub | | ($/mcf) | | | | 3.48 | | | | 2.22 | | 56.8 | % |
| | | | | | | | | | | | | | |
| CAD/USD exchange rate^(2)^ | | | | | 0.7152 | | | 0.7350 | (2.7) | % | |||
| 1 | Based on LBMA PM Fix for gold, platinum and palladium. Based on LBMA Fix for silver. | ||||||||||||
| --- | --- | ||||||||||||
| 2 | Based on Bank of Canada daily rates. | ||||||||||||
| --- | --- |
Revenue and GEOs
Revenue and GEO sales by commodity, geographical location and type of interest for the nine months ended September 30, 2025 and 2024 were as follows:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Gold Equivalent Ounces^(1)^ | | | Revenue (in millions) | ||||||||||||
| For the nine months ended September 30, | 2025 | 2024 | Variance | 2025 | 2024 | Variance | ||||||||||||
| | | | | | | | | | | | | | | | | | | |
| Commodity | | | | | | | | | | | | | | | | | | |
| Gold | | 265,329 | 215,662 | 49,667 | | | $ | 855.9 | | | $ | 495.4 | | $ | 360.5 | | ||
| Silver | | 39,418 | 34,799 | 4,619 | | | 130.6 | | | 81.5 | | 49.1 | | |||||
| PGM | | 7,434 | 9,284 | (1,850) | | | 24.7 | | | 21.8 | | 2.9 | | |||||
| Precious Metals | | | 312,181 | 259,745 | | 52,436 | | | $ | 1,011.2 | | | $ | 598.7 | | $ | 412.5 | |
| Iron ore^(2)^ | | 10,536 | 17,984 | (7,448) | | | $ | 34.7 | | | $ | 38.9 | | $ | (4.2) | | ||
| Other mining assets | | | 3,215 | 3,223 | | (8) | | | | 10.0 | | | | 7.4 | | | 2.6 | |
| Oil | | | 33,411 | 44,713 | | (11,302) | | | | 95.9 | | | | 94.6 | | | 1.3 | |
| Gas | | | 12,078 | 11,450 | | 628 | | | | 48.5 | | | | 31.5 | | | 17.0 | |
| NGL | | | 6,029 | 6,156 | | (127) | | | | 15.5 | | | | 15.0 | | | 0.5 | |
| Diversified | | | 65,269 | 83,526 | | (18,257) | | | $ | 204.6 | | | $ | 187.4 | | $ | 17.2 | |
| Revenue from royalty, stream and working interests | | | 377,450 | 343,271 | | 34,179 | | | $ | 1,215.8 | | | $ | 786.1 | | $ | 429.7 | |
| Interest revenue and other interest income | | | — | — | | — | | | $ | 9.7 | | | $ | 6.5 | | $ | 3.2 | |
| | | 377,450 | 343,271 | 34,179 | | | $ | 1,225.5 | | | $ | 792.6 | | $ | 432.9 | | ||
| | | | | | | | | | | | | | | | | | | |
| Geography | | | | | | | | | | | | | | | | | | |
| South America | | 149,557 | 130,868 | 18,689 | | | $ | 486.2 | | | $ | 299.9 | | $ | 186.3 | | ||
| Central America & Mexico | | 50,112 | 27,891 | 22,221 | | | | 165.6 | | | | 64.0 | | | 101.6 | | ||
| Canada^(2)^ | | 68,189 | 57,997 | 10,192 | | | 227.4 | | | 140.6 | | 86.8 | | |||||
| United States | | 56,897 | 64,191 | (7,294) | | | | 178.3 | | | | 144.9 | | | 33.4 | | ||
| Rest of World | | 52,695 | 62,324 | (9,629) | | | 168.0 | | | 143.2 | | 24.8 | | |||||
| | | 377,450 | 343,271 | 34,179 | | | $ | 1,225.5 | | | $ | 792.6 | | $ | 432.9 | | ||
| | | | | | | | | | | | | | | | | | | |
| Type | | | | | | | | | | | | | | | | | | |
| Revenue-based royalties | | 139,833 | 138,222 | 1,611 | | | $ | 445.3 | | | $ | 312.8 | | $ | 132.5 | | ||
| Streams | | 202,148 | 172,526 | 29,622 | | | 659.0 | | | 398.6 | | 260.4 | | |||||
| Profit-based royalties | | 27,567 | 18,997 | 8,570 | | | 86.0 | | | 43.2 | | 42.8 | | |||||
| Interest revenue and other^(2)^ | | 7,902 | 13,526 | (5,624) | | | 35.2 | | | 38.0 | | (2.8) | | |||||
| | | 377,450 | 343,271 | 34,179 | | | $ | 1,225.5 | | | $ | 792.6 | | $ | 432.9 | | ||
| 1 | Refer to the “Gold Equivalent Ounces and Net Gold Equivalent Ounces” section of this MD&A for more information on our methodology for calculating GEOs. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| 2 | Includes interest attributable to Franco-Nevada’s 9.9% equity ownership of Labrador Iron Ore Royalty Corporation. | |||||||||||||||||
| --- | --- |
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 18 |
We recognized $1,225.5 million in revenue in YTD 2025, up 54.6% from YTD 2024. Revenue in the current period benefited from record gold prices, recently acquired Precious Metal assets, and higher natural gas prices compared to the prior year period. During the period, we also received deliveries from Cobre Panama as a result of the shipment of copper concentrate that had been stored at site. Revenue also includes interest revenue and other interest income of $9.7 million related to our loans receivable.
We earned 82.5% of our YTD 2025 revenue from Precious Metal assets, compared to 75.6% in YTD 2024. Geographically, we remain heavily invested in the Americas, with 86.3% of revenue in YTD 2025, compared to 81.9% in YTD 2024.
We sold 377,450 GEOs in YTD 2025, a 10.0% increase compared to 343,271 GEOs in YTD 2024. The increase in GEO sales generated from our Precious Metal assets was partly offset by the decrease in GEO contributions from our Diversified assets. The conversion of revenue from our non-gold assets into GEOs was impacted by the outperformance of gold prices relative to other commodities. A comparison of our sources of GEOs in YTD 2025 to YTD 2024 is shown below:
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| Third Quarter 2025 Management’s Discussion and Analysis | 19 |
Precious Metals
Our Precious Metal assets contributed 312,181 GEOs in YTD 2025, up 20.2% from 259,745 GEOs in YTD 2024, primarily due to the following:
| ● | Tocantinzinho – We received and sold 15,777 GEOs from Tocantinzinho in YTD 2025, of which 667 GEOs were received in Q4 2024 and remained in inventory at December 31, 2024. Production at the mine commenced in July 2024. Nameplate capacity of 12,890 tonnes per day was reached in July 2025. |
|---|---|
| ● | Western Limb – We received and sold 14,624 GEOs from our recently acquired gold and platinum stream on Western Limb. The stream had an effective date of September 1, 2024. |
| --- | --- |
| ● | Guadalupe-Palmarejo – We received and sold 38,661 GEOs from Guadalupe-Palmarejo, of which 2,216 GEOs were received in Q4 2024 and remained in inventory at December 31, 2024, compared to 27,430 GEOs sold in YTD 2024. The current period benefited from higher production from Palmarejo and a greater proportion of production being mined from stream ground. |
| --- | --- |
| ● | Cobre Panama – We received and sold 11,208 GEOs from Cobre Panama. While Cobre Panama remains on P&SM, concentrate that had been stored at site since November 2023 when production was suspended were approved for export by the GOP. |
| --- | --- |
| ● | Candelaria – We received and sold 52,858 GEOs from our Candelaria stream, of which 3,333 GEOs were received in Q4 2024 and remained in inventory at December 31, 2024, compared to 43,702 GEOs sold in YTD 2024. Production in YTD 2025 benefited from increased throughput due to higher overall production. Production is expected to continue at similar levels through Q4 2025. |
| --- | --- |
The above increases were partly offset by the following factors:
| ● | MWS – There were no GEO deliveries from MWS as our stream reached its cumulative cap of 312,500 gold ounces in Q4 2024. In the prior year period, MWS had delivered 22,412 GEOs. |
|---|---|
| ● | Antapaccay – We received and sold 28,067 GEOs from our Antapaccay stream in YTD 2025, compared to 40,807 GEOs sold in YTD 2024, primarily reflecting a delay in the timing of shipments from the mine in Q2 2025. We expect a stronger Q4 2025, having recovered from the delays in shipments. |
| --- | --- |
Diversified
Our Diversified assets, primarily comprising our Iron Ore and Energy interests, generated $204.6 million in revenue in YTD 2025, an increase of 9.2% compared to $187.4 million in YTD 2024. When converted to GEOs, Diversified assets contributed 65,269 GEOs in YTD 2025, a decrease of 21.9% compared to YTD 2024, due to changes in gold prices used in the conversion of non-gold revenue into GEOs.
Iron Ore and Other Mining
Our Iron Ore and Other Mining assets generated $44.7 million in YTD 2025, compared to $46.3 million in YTD 2024.
| ● | Vale Royalty – Revenue from Vale was $29.3 million in YTD 2025 compared to $28.4 million in YTD 2024. Sales from the Southeastern System were attributed to the royalty after the cumulative threshold of 1.7 billion tonnes of iron ore was reached in Q2 2025. This benefit was partly offset by lower iron ore prices in YTD 2025 compared to YTD 2024. |
|---|---|
| ● | LIORC – LIORC contributed $5.4 million in revenue in YTD 2025 compared to $10.5 million in YTD 2024. Production of iron ore at IOC is expected to be at lower end of 2025 production guidance as IOC focuses on pit health. |
| --- | --- |
| ● | Caserones – Revenue from our effective NSR on the Caserones mine was $4.3 million in YTD 2025, an increase compared to $4.0 million in YTD 2024. |
| --- | --- |
Energy
Our Energy interests contributed $159.9 million in revenue in YTD 2025, compared to $141.1 million in YTD 2024.
| ● | U.S. – Revenue from our U.S. Energy interests increased to $114.1 million in YTD 2025, compared to $88.8 million in YTD 2024. We benefited from an increase in realized gas prices, strong performance from our royalties in the Permian Basin and additional volumes from our royalty venture with Continental in the SCOOP/STACK, partly offset by the impact of lower oil prices. |
|---|---|
| ● | Canada – Revenue from our Canadian Energy interests decreased to $45.8 million in YTD 2025, compared to $52.3 million in YTD 2024. The decrease in revenue is primarily attributable to a lower oil price. |
| --- | --- |
Interest revenue
Revenue in YTD 2025 included interest revenue of $9.7 million related to our loans receivable. Our loans include term loans to G Mining Ventures Corp. and EMX with principal amounts outstanding of $79.1 million and $25.0 million, respectively, as at September 30, 2025.
On April 15, 2025, we received a prepayment of $10.0 million from EMX in connection with the $35.0 million term loan advanced in 2024.
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|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 20 |
Costs of Sales
The following table provides a breakdown of costs of sales, excluding depletion and depreciation, incurred in the periods presented:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | For the nine months ended September 30, | |||||||||
| (expressed in millions) | 2025 | 2024 | Variance | |||||||||
| Costs of stream sales | | | $ | 106.9 | | | $ | 82.9 | | $ | 24.0 | |
| Mineral production taxes | | | 2.3 | | | 1.8 | | 0.5 | | |||
| Mining costs of sales | | | $ | 109.2 | | | $ | 84.7 | | $ | 24.5 | |
| Energy costs of sales | | | 10.0 | | | 9.9 | | 0.1 | | |||
| | | | $ | 119.2 | | | $ | 94.6 | | $ | 24.6 | |
Costs of sales related to our streams in YTD 2025 increased relative to YTD 2024, reflecting the increase in stream GEOs and higher costs per ounce for streams where the ongoing purchase price varies as a function of spot prices. Costs of sales related to our Energy assets include royalties payable and production taxes which vary based on revenue, and property taxes which may be reassessed from time to time. Costs of sales incurred in YTD 2025 compared to YTD 2024 are shown below:
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 21 |
Depletion and Depreciation
Depletion and depreciation expense totaled $219.4 million in YTD 2025 compared to $165.3 million in YTD 2024. The increase compared to the prior year period is due to an increase in the proportion of our GEOs being generated from recently acquired assets which carry a relatively higher depletion rate per ounce. Depletion rates per ounce decrease over time when mineral resources are converted into mineral reserves. Depletion expense incurred in YTD 2025 compared to YTD 2024 is shown below:
Gain on Sale of Gold and Silver Bullion
Certain of our royalties are settled with payments in-kind in the form of gold and silver bullion rather than cash. YTD 2025, we sold 63,984 gold ounces with an average carrying value of $156.2 million for proceeds of $208.6 million, and recognized a corresponding gain of $52.4 million. At September 30, 2025, we held 2,902 ounces of gold and 12,713 ounces of silver at a cost of $9.5 million and $0.3 million, respectively.
Income Taxes
Income tax expense was $203.3 million in YTD 2025, compared to $165.0 million in YTD 2024, reflecting higher net income before taxes earned in the current period. The YTD 2024 period also included a deferred tax expense of approximately $49.1 million in relation to the remeasurement of our deferred tax liability due to the changes in the Barbados tax rate enacted in Q2 2024.
Net Income and Adjusted Net Income
Net income in YTD 2025 was $744.4 million, or $3.86 per share, compared to $376.7 million, or $1.96 per share in YTD 2024. The increase is primarily attributable to higher revenue and a gain of $52.4 million from the sale of gold and silver bullion, partly offset by higher costs of sales, depletion and income tax expense. Adjusted Net Income was $719.0 million, or $3.73 per share, compared to $434.7 million, or $2.26 per share, in YTD 2024. Please refer to the “Non-GAAP Financial Measures” section of this MD&A for further details on the computation of Adjusted Net Income.
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| Third Quarter 2025 Management’s Discussion and Analysis | 22 |
Cobre Panama
**First Quantum has been working with the GOP and the MICI to implement the P&SM Plan. On May 30, 2025, the GOP, through the MICI, approved and formally instructed the execution of the P&SM Plan, including the shipment of 121 thousand dry metric tonnes of copper concentrate that had been stored at site since operations were suspended in November 2023. Exports of the copper concentrate commenced in June 2025.
Based on the resulting stream deliveries to Franco-Nevada, we determined that this was an indicator of a partial reversal of the impairment we recorded in 2023 and recorded a partial impairment reversal of $4.8 million, of which $4.1 million was recorded in Q2 2025 and $0.7 million in Q3 2025, in relation to the gold and silver ounces we expect as a result of the sale of copper concentrate. We continue to assess our Cobre Panama stream for further indicators of impairment reversals.
General and Administrative and Share-Based Compensation Expense**s
The following table provides a breakdown of general and administrative (“G&A”) expenses and share-based compensation (“SBC”) expenses incurred for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | For the three months ended September 30, | | For the nine months ended September 30, | ||||||||||||||||||
| (expressed in millions) | 2025 | 2024 | Variance | 2025 | 2024 | Variance | |||||||||||||||||
| Salaries and benefits | | | $ | 2.7 | | | $ | 2.3 | | $ | 0.4 | | | $ | 10.3 | | | $ | 7.3 | | $ | 3.0 | |
| Cobre Panama arbitration expenses | | | | 1.2 | | | | 1.9 | | | (0.7) | | | | 5.8 | | | | 4.2 | | | 1.6 | |
| Professional fees | | | 2.2 | | | 1.5 | | 0.7 | | | 5.0 | | | 5.2 | | (0.2) | | ||||||
| Community contributions | | | | 0.4 | | | | 0.6 | | | (0.2) | | | | 0.9 | | | | 1.0 | | | (0.1) | |
| Board of Directors' costs | | | | 0.2 | | | | 0.1 | | | 0.1 | | | | 0.4 | | | | 0.3 | | | 0.1 | |
| Office expenses | | | | 0.4 | | | | 0.2 | | | 0.2 | | | | 1.2 | | | | 0.6 | | | 0.6 | |
| Insurance costs | | | | 0.3 | | | | 0.2 | | | 0.1 | | | | 0.7 | | | | 0.7 | | | — | |
| Other expenses | | | 1.2 | | | 1.0 | | 0.2 | | | 3.3 | | | 2.6 | | 0.7 | | ||||||
| General and administrative expenses | | | $ | 8.6 | | | $ | 7.8 | | $ | 0.8 | | | $ | 27.6 | | | $ | 21.9 | | $ | 5.7 | |
| Share-based compensation expenses | | | 7.7 | | | 2.4 | | 5.3 | | | 16.2 | | | 7.0 | | 9.2 | | ||||||
| | | | $ | 16.3 | | | $ | 10.2 | | $ | 6.1 | | | $ | 43.8 | | | $ | 28.9 | | $ | 14.9 | |
G&A expenses increased to $27.6 million in YTD 2025 compared to $21.9 million in YTD 2024. The increase was primarily due to higher salary and benefit expenses, and expenses incurred in connection with the Cobre Panama arbitration. The Company agreed to suspend its arbitration proceedings in June 2025, and as such, does not expect to incur significant expenses going forward.
Included in G&A expenses are business development expenses and community contributions. Business development expenses vary based on the level of business development related activities in the period and the timing of the closing of transactions. Community contributions relate to the environmental and social initiatives we contribute to for the benefit of the communities where we operate, or own assets.
SBC expenses increased to $16.2 million in YTD 2025 compared to $7.0 million in YTD 2024. 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 which are fair valued based on the Company’s share price. The increase in SBC expenses in the current year periods reflects the significant increase in the Company’s share price during these periods.
G&A (including Cobre Panama arbitration expenses and SBC expenses) represented 3.6% of revenue in YTD 2025, compared to 3.6% in YTD 2024.
Foreign Exchange Gain (Loss) and Other Income (Expenses)
The following table provides a list of foreign exchange and other income/expenses incurred for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | For the three months ended September 30, | | For the nine months ended September 30, | ||||||||||||||||||
| (expressed in millions) | 2025 | 2024 | Variance | 2025 | 2024 | Variance | |||||||||||||||||
| Foreign exchange gain (loss) | | | $ | 1.2 | | | $ | (0.2) | | $ | 1.4 | | | $ | 5.6 | | | $ | (8.6) | | $ | 14.2 | |
| Gain (loss) on derivative financial instruments | | | 12.9 | | | (1.0) | | 13.9 | | | | 18.5 | | | | (4.0) | | | 22.5 | | |||
| Other expenses | | | 0.1 | | | (0.1) | | 0.2 | | | (0.1) | | | (0.1) | | — | | ||||||
| | | | $ | 14.2 | | | $ | (1.3) | | $ | 15.5 | | | $ | 24.0 | | | $ | (12.7) | | $ | 36.7 | |
The foreign exchange gain of $5.6 million recognized in YTD 2025 is largely related to our cash and account receivable balances held in Brazilian Reais received from our Vale royalty, which strengthened relative to the U.S. dollar in the year-to-date period. 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 (loss). The parent company’s functional currency is the Canadian dollar, while the functional currency of certain subsidiaries is the U.S. dollar.
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|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 23 |
The gain (loss) on derivative instruments includes the mark-to-market of financial instruments that are designed at Fair Value Through Profit and Loss. The instruments include warrants and other derivative instruments the Company holds, such as warrants in Discovery and EMX. The Company recognized a significant gain during the current year periods due to the increase in the share price of the underlying common shares.
Finance Income and Finance Expenses
The following table provides a breakdown of finance income and expenses incurred for the periods presented:
| | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | For the three months ended September 30, | | | For the nine months ended September 30, | |||||||||||||||||
| (expressed in millions) | 2025 | 2024 | Variance | 2025 | 2024 | Variance | |||||||||||||||||
| Finance income | | | | | | | | | | | | | | | | | | | | | |||
| Interest | | | $ | 8.0 | | | $ | 14.9 | | $ | (6.9) | | | $ | 25.7 | | | $ | 47.1 | | $ | (21.4) | |
| | | | $ | 8.0 | | | $ | 14.9 | | $ | (6.9) | | | $ | 25.7 | | | $ | 47.1 | | $ | (21.4) | |
| Finance expenses | | | | | | | | | | | | | | | | | | | | | |||
| Standby charges | | | $ | 0.6 | | | $ | 0.5 | | $ | 0.1 | | | $ | 1.8 | | | $ | 1.5 | | $ | 0.3 | |
| Amortization of debt issue costs | | | 0.1 | | | 0.2 | | | (0.1) | | | 0.3 | | | 0.4 | | (0.1) | | |||||
| Accretion of lease liabilities | | | 0.1 | | | — | | 0.1 | | | 0.2 | | | — | | 0.2 | | ||||||
| | | | $ | 0.8 | | | $ | 0.7 | | $ | 0.1 | | | $ | 2.3 | | | $ | 1.9 | | $ | 0.4 | |
Finance income includes interest earned on our cash and cash equivalents. We earned less interest income in the current year periods due to a decrease in yields and cash and cash equivalents balances held compared to YTD 2024. Also included in finance income is accrued interest of $5.3 million (C$7.5 million) earned on our cash deposits posted with the CRA, which we expect to recover as a result of the CRA Settlement.
Finance expenses consist of standby charges, which represent the costs of maintaining our Corporate Revolver based on the unutilized portion of our credit facility, fees incurred in connection with standby letters of credit outstanding, and the amortization of costs incurred with respect to the initial set-up or subsequent amendments of our Corporate Revolver. In Q3 2025, we borrowed $175.0 million against our Corporate Revolver to fund the acquisition of the Arthur Gold royalty and incurred $1.2 million in interest expense, which was capitalized as part of the acquisition cost of the Arthur Gold royalty asset.
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 24 |
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 sold, net GEOs sold, | | Q3 | | Q2 | | Q1 | | Q4 | | Q3 | | Q2 | | Q1 | | Q4 | ||||||||||||||||
| per GEO amounts and per share amounts) | | | 2025 | | | | 2025 | | | | 2025 | | | | 2024 | | | | 2024 | | | | 2024 | | | | 2024 | | | | 2023 | |
| Revenue | | $ | 487.7 | | | $ | 369.4 | | | $ | 368.4 | | | $ | 321.0 | | | $ | 275.7 | | | $ | 260.1 | | | $ | 256.8 | | | $ | 303.3 | |
| Costs and expenses^(2)^ | | 146.7 | | | 63.6 | | | 114.9 | | | 103.6 | | | 93.7 | | | 91.1 | | | 98.6 | | | 1,290.9 | | ||||||||
| Operating income (loss) | | 341.0 | | | 305.8 | | | 253.5 | | | 217.4 | | | 182.0 | | | 169.0 | | | 158.2 | | | (987.6) | | ||||||||
| Other income | | 21.4 | | | 9.9 | | | 16.1 | | | 4.8 | | | 12.9 | | | 5.8 | | | 13.8 | | | 27.8 | | ||||||||
| Income tax expense | | 74.9 | | | 68.6 | | | 59.8 | | | 46.8 | | | 42.2 | | | 95.3 | | | 27.5 | | | 22.7 | | ||||||||
| Net income (loss) | | 287.5 | | | 247.1 | | | 209.8 | | | 175.4 | | | 152.7 | | | 79.5 | | | 144.5 | | | (982.5) | | ||||||||
| Basic earnings (loss) per share | | $ | 1.49 | | | $ | 1.28 | | | $ | 1.09 | | | $ | 0.91 | | | $ | 0.79 | | | $ | 0.41 | | | $ | 0.75 | | | $ | (5.11) | |
| Diluted earnings (loss) per share | | $ | 1.49 | | | $ | 1.28 | | | $ | 1.09 | | | $ | 0.91 | | | $ | 0.79 | | | $ | 0.41 | | | $ | 0.75 | | | $ | (5.11) | |
| Net cash provided by operating activities | | $ | 348.0 | | | $ | 430.3 | | | $ | 288.9 | | | $ | 243.0 | | | $ | 213.6 | | | $ | 194.4 | | | $ | 178.6 | | | $ | 283.5 | |
| Net cash used in investing activities | | | (208.0) | | | | (1,338.1) | | | | (551.0) | | | | (31.1) | | | | (279.0) | | | | (36.7) | | | | (190.5) | | | | (104.2) | |
| Net cash used in financing activities | | | (64.2) | | | | (66.1) | | | | (66.8) | | | | (62.0) | | | | (61.1) | | | | (59.2) | | | | (58.1) | | | | (59.8) | |
| Average Gold Price^(3)^ | | $ | 3,456 | | | $ | 3,279 | | | $ | 2,863 | | | $ | 2,662 | | | $ | 2,477 | | | $ | 2,338 | | | $ | 2,072 | | | $ | 1,976 | |
| GEOs sold^(4)^ | | 138,772 | | | 112,093 | | | 126,585 | | | 120,063 | | | 110,110 | | | 110,264 | | | 122,897 | | | 152,351 | | ||||||||
| Net GEOs sold^(4)^ | | | 125,115 | | | | 101,876 | | | | 113,138 | | | | 107,140 | | | | 97,232 | | | | 97,817 | | | | 106,681 | | | | 129,527 | |
| Cash Costs^(5)^ | | $ | 47.2 | | | $ | 33.5 | | | $ | 38.5 | | | $ | 34.4 | | | $ | 31.9 | | | $ | 29.1 | | | $ | 33.6 | | | $ | 45.1 | |
| Cash Costs^(5)^ per GEO sold | | $ | 340 | | | $ | 299 | | | $ | 304 | | | $ | 287 | | | $ | 290 | | | $ | 264 | | | $ | 273 | | | $ | 296 | |
| Adjusted EBITDA^(5)^ | | $ | 427.3 | | | $ | 365.7 | | | $ | 321.9 | | | $ | 277.4 | | | $ | 236.2 | | | $ | 221.9 | | | $ | 216.1 | | | $ | 254.6 | |
| Adjusted EBITDA^(5)^ per share | | $ | 2.22 | | | $ | 1.90 | | | $ | 1.67 | | | $ | 1.44 | | | $ | 1.23 | | | $ | 1.15 | | | $ | 1.12 | | | $ | 1.33 | |
| Adjusted EBITDA Margin^(5)^ | | 87.6 | % | | 99.0 | % | | 87.4 | % | | 86.4 | % | | 85.7 | % | | 85.3 | % | | 84.2 | % | | 83.9 | % | ||||||||
| Adjusted Net Income^(5)(6)^ | | $ | 275.0 | | | $ | 238.5 | | | $ | 205.6 | | | $ | 183.3 | | | $ | 153.9 | | | $ | 144.9 | | | $ | 136.1 | | | $ | 172.9 | |
| Adjusted Net Income^(5)(6)^ per share | | $ | 1.43 | | | $ | 1.24 | | | $ | 1.07 | | | $ | 0.95 | | | $ | 0.80 | | | $ | 0.75 | | | $ | 0.71 | | | $ | 0.90 | |
| Adjusted Net Income Margin^(5)(6)^ | | 56.4 | % | | 64.6 | % | | 55.8 | % | | 57.1 | % | | 55.8 | % | | 55.7 | % | | 53.0 | % | | 57.0 | % | ||||||||
| 1 | Sum of the quarters may not add up to yearly total due to rounding. | |||||||||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||||||||
| 2 | Includes an impairment reversal of $0.7 million Q3 2025, an impairment reversal of $4.1 million in Q2 2025, and impairment losses on royalty, stream and working interests of $1,173.3 million in Q4 2023. | |||||||||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||||||||
| 3 | Based on LBMA Gold Price PM Fix. | |||||||||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||||||||
| 4 | Refer to the “Gold Equivalent Ounces and Net Gold Equivalent Ounces” section of this MD&A for more information on our methodology for calculating GEOs sold and Net GEOs sold. | |||||||||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||||||||
| 5 | Cash Costs, Cash Costs per GEO sold, Adjusted EBITDA, Adjusted EBITDA per share, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income per share and Adjusted Net Income Margin are non-GAAP financial measures with no standardized meaning under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. Refer to the “Non-GAAP Financial Measures” section of this MD&A for more information on each non-GAAP financial measure. | |||||||||||||||||||||||||||||||
| --- | --- | |||||||||||||||||||||||||||||||
| 6 | Adjusted Net Income, Adjusted Net Income per share, and Adjusted Net Income Margin for Q1 2024 were recalculated to include $9.9 million in income tax expense which was recognized in Q2 2024 but related to the retroactive application of tax measures enacted in relation to the Organisation for Economic Co-operation and Development’s Global Minimum Tax (“GMT”) initiative pertaining to income earned in Q1 2024. | |||||||||||||||||||||||||||||||
| --- | --- |
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 25 |
Summary Balance Sheet and Key Financial Metrics
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | At September 30, | | | At December 31, | ||
| (expressed in millions, except debt-to-equity ratio) | 2025 | 2024 | |||||
| Cash and cash equivalents | | $ | 236.7 | | $ | 1,451.3 | |
| | | | | | | | |
| Current assets | | 542.5 | | 1,716.8 | | ||
| Non-current assets | | 6,974.4 | | 4,613.6 | | ||
| Total assets | | $ | 7,516.9 | | $ | 6,330.4 | |
| | | | | | | | |
| Current liabilities | | $ | 116.9 | | $ | 67.5 | |
| Non-current liabilities | | 400.7 | | 266.3 | | ||
| Total liabilities | | $ | 517.6 | | $ | 333.8 | |
| | | | | | | | |
| Total shareholders’ equity | | $ | 6,999.3 | | $ | 5,996.6 | |
| | | | | | | | |
| Total common shares outstanding | | 192.8 | | 192.6 | | ||
| Capital management measures | | | | | | | |
| Available capital | | $ | 1,189.3 | | $ | 2,433.6 | |
| Debt-to-equity | | — | | — | |
Assets
Total assets were $7,516.9 million as at September 30, 2025 compared to $6,330.4 million as at December 31, 2024. Our non-current asset base is primarily comprised of royalty, stream and working interests, investments and loans receivable, while our current assets are primarily comprised of cash and cash equivalents, receivables, loans receivables, gold and silver bullion and stream inventory.
Current assets decreased compared to December 31, 2024, as the Company used cash on hand and sold gold bullion and equity investments to fund mineral interest acquisitions in YTD 2025. At September 30, 2025, current assets also include the cash deposits we posted as security with the CRA. Previously, these deposits were classified as non-current assets. As a result of the CRA Settlement, we now expect to recover these deposits in the shorter term and have reclassified these as current assets.
Non-current assets increased primarily due to the additions of the Western Limb Stream, the Porcupine financing package, the Côté Gold royalty, and the Arthur Gold royalty, partly offset by the depletion of our royalty, stream and working interests. During the 2025 period, our equity investments, which are marked to market, increased in fair value by $466.5 million.
Liabilities
Total liabilities as at September 30, 2025 increased compared to December 31, 2024, largely due to an increase in current and deferred income tax liabilities as a result of tax measures enacted in relation to the GMT. During the quarter, we drew down $175.0 million from our Corporate Revolver to finance part of the acquisition of the royalty on the Arthur Gold Project. The Corporate Revolver was fully repaid within the quarter.
Shareholders’ Equity
Shareholders’ equity increased compared to December 31, 2024 as a result of earning net income of $744.4 million in YTD 2025 and an increase of $404.8 million in the fair value of our equity investments which are recorded at fair value through other comprehensive income. These were offset by dividends of $220.0 million of which $15.5 million was settled through the issuance of common shares pursuant to the DRIP.
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 26 |
Liquidity and Capital Resources
Cash flow for the periods ended September 30, 2025 and 2024 was as follows:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | |||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| (expressed in millions) | 2025 | | 2024 | 2025 | 2024 | |||||||||||
| Net cash provided by operating activities | | $ | 348.0 | | | $ | 213.6 | | | $ | 1,067.2 | | | $ | 586.5 | |
| Net cash used in investing activities | | (208.0) | | | (279.0) | | | (2,097.1) | | | (506.2) | | ||||
| Net cash used in financing activities | | (64.2) | | | (61.1) | | | (197.1) | | | (178.4) | | ||||
| Effect of exchange rate changes on cash and cash equivalents | | | 0.6 | | | | 4.8 | | | | 12.4 | | | | (6.5) | |
| Net change in cash and cash equivalents | | $ | 76.4 | | | $ | (121.7) | | | $ | (1,214.6) | | | $ | (104.6) | |
Operating Activities
Net cash provided by operating activities was $348.0 million in Q3 2025 (Q3 2024 – $213.6 million) and $1,067.2 million in YTD 2025 (YTD 2024 – $586.5 million). Operating cash flow in Q3 2025 was higher than in Q3 2024 primarily due to an increase in revenue and higher proceeds from sales of our gold and silver bullion. During Q3 2025 and YTD 2025, we sold 9,000 gold ounces and 63,984 gold ounces, respectively, for gross proceeds of $31.3 million and $208.6 million, respectively. The timing of the sale of gold and silver bullion and stream inventory may vary from period to period.
Investing Activities
Net cash used in investing activities was $208.0 million in Q3 2025 (Q3 2024 - $279.0 million) and $2,097.1 million in YTD 2025 (YTD 2024 – $506.2 million). Investing activities in Q3 2025 included the acquisition of the Arthur Gold royalty of $275.0 million, of which $250.0 million was paid in cash on closing. The remaining $25.0 million is contingent consideration which we expect to pay in Q4 2025 following the expiry of any relevant appeal or challenge periods. Investing activities in the first half of 2025 included the acquisition of the Côté Gold royalty of $1,050.0 million, the closing of the Porcupine royalty of $300.0 million, the acquisition of Discovery subscription receipts of $48.6 million and the acquisition of the Western Limb Stream of $500.0 million. During Q3 2025 and YTD 2025, we sold equity investments for gross proceeds of $84.4 million and $109.9 million, respectively.
Financing Activities
For Q3 2025, net cash used in financing activities was $64.2 million (Q3 2024 – $61.1 million) and $197.1 million in YTD 2025 (YTD 2024 – $178.4 million). Financing activities primarily related to the payment of dividends offset by proceeds from the exercise of stock options held by employees of the Company. During the quarter, we also drew down $175.0 million from our Corporate Revolver to finance part of the acquisition of the royalty on the Arthur Gold Project. The Corporate Revolver was fully repaid within the quarter.
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|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 27 |
Capital Resources
Our cash and cash equivalents totaled $236.7 million as at September 30, 2025 (December 31, 2024 – $1,451.3 million). In addition, we held investments of $774.2 million (December 31, 2024 – $325.5 million). Of the total investments held, $742.2 million was held in publicly-traded equity instruments (December 31, 2024 – $316.8 million). Of the $742.2 million held in publicly-traded equity instruments, $127.7 million relates to our holdings of LIORC (December 31, 2024 – $127.3 million) which we consider being equivalent to a royalty and therefore hold as 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, and a maturity date of June 3, 2029. As at September 30, 2025, we have four standby letters of credit in the amount of $47.4 million (C$66.0 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 such that we have a total of $952.6 million available under the Corporate Revolver. As a result of the CRA Settlement, we expect these standby letters of credit to be released in the short term.
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 September 30, 2025, 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 corporate general and administrative expenses and the depletion of our royalty, stream and working interests incurred in our Canadian and Australian entities due to their respective functional currencies. During Q3 2025, the Canadian dollar traded in a range of $0.7173 to $0.7366, ending at $0.7183, and the Australian dollar traded between $0.6423 and $0.6673, ending at $0.6606.
Our near-term cash requirements include our capital commitments related to the pre-construction funding for the Cascabel project and the Royalty Acquisition Venture with Continental, purchase commitments for the ongoing cost per ounce under stream agreements as outlined in the “Contingencies – Purchase Commitments” section of this MD&A, corporate administration costs, certain costs of operations, commitments under our various environmental and social initiatives, payment of dividends and income taxes directly related to the recognition of royalty, stream and working interest revenues. 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.
As a royalty and stream company, we are subject to limited requirements for capital expenditures beyond our initial commitments at the time of entering into our agreements. Other than the capital commitments detailed in the “Contingencies – Capital Commitments” section of this MD&A, the acquisition of additional royalties, streams or other investments are entirely discretionary and will be consummated through the use of cash, as available, or through the issuance of common shares or other equity or debt securities, or the use of our Corporate Revolver.
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|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 28 |
Purchase Commitments
The following table summarizes Franco-Nevada’s commitments to pay for gold, silver and PGM pursuant to the associated precious metal agreements as at September 30, 2025:
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Attributable payable | | | | | | | | | | | | | | | |||||
| | | production to be purchased | | Per ounce cash payment ^(1),(2)^ | | | Term of | | Date of | ||||||||||||
| Interest | Gold | Silver | PGM | Gold | Silver | PGM | agreement^(3)^ | contract | |||||||||||||
| Antamina | — | % | 22.5 | % ^(4)^ | — | % | | n/a | | | 5 | % ^(5)^ | | n/a | | 40 years | | 7-Oct-15 | | ||
| Antapaccay | — | % ^(6)^ | — | % ^(7)^ | — | % | 20 | % ^(8)^ | | 20 | % ^(9)^ | | n/a | | 40 years | | 10-Feb-16 | | |||
| Candelaria | 68 | % ^(10)^ | 68 | % ^(10)^ | — | % | $ | 400 | | $ | 4.00 | | | n/a | | 40 years | | 6-Oct-14 | | ||
| Cascabel | | 14 | % ^(11)^ | — | % | — | % | | 20 | % ^(12)^ | | n/a | | | n/a | | | 40 years | | 15-Jul-24 | |
| Cooke 4 | 7 | % | — | % | — | % | $ | 400 | | | n/a | | | n/a | | 40 years | | 5-Nov-09 | | ||
| Cobre Panama Fixed Payment Stream | — | % ^(13)^ | — | % ^(14)^ | — | % | $ | 418 | ^(15)^ | $ | 6.27 | ^(16)^ | | n/a | | 40 years | | 19-Jan-18 | | ||
| Cobre Panama Floating Payment Stream | | — | % ^(17)^ | — | % ^(18)^ | — | % | | 20 | % ^(19)^ | | 20 | % ^(20)^ | | n/a | | 40 years | | 19-Jan-18 | | |
| Condestable | | — | % ^(21)^ | — | % ^(22)^ | — | % | | 20 | % ^(23)^ | | 20 | % ^(24)^ | | n/a | | 40 years | | 27-Mar-24 | | |
| Guadalupe-Palmarejo | 50 | % | — | % | — | % | $ | 800 | | | n/a | | | n/a | | 40 years | | 2-Oct-14 | | ||
| Karma | 4.875 | % | — | % | — | % | 20 | % ^(25)^ | | n/a | | | n/a | | 40 years | | 11-Aug-14 | | |||
| New Prosperity | | 22 | % ^(26)^ | — | % | — | % | $ | 400 | ^(27)^ | | n/a | | | n/a | | 40 years | | 12-May-10 | | |
| Sabodala | — | % ^(28)^ | — | % | — | % | 20 | % ^(29)^ | | n/a | | | n/a | | 40 years | | 25-Sep-20 | | |||
| Sudbury ^(30)^ | 50 | % | — | % | 50 | % | $ | 400 | | | n/a | | $ | 400 | | 40 years | | 15-Jul-08 | | ||
| Tocantinzinho | 12.5 | % ^(31)^ | — | % | — | % | | 20 | % ^(32)^ | | n/a | | | n/a | | 40 years | | 18-Jul-22 | | ||
| Western Limb | — | % ^(33)^ | — | % | 1 | % ^(34)^ | | 5 | % ^(35)^ | | n/a | | | 5 | % | 40 years | | 28-Feb-25 | |
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 29 |
| 31 | Percentage decreases to 7.5% after 300,000 ounces of gold have been delivered under the agreement. |
|---|---|
| 32 | Purchase price is 20% of the spot price of gold at the time of delivery. |
| --- | --- |
| 33 | Gold deliveries are referenced to platinum, palladium, rhodium and gold (“4E”) ounces contained in concentrate with deliveries of gold ounces initially equal to 1.1% of 4E PGM ounces contained in concentrate, until 87,500 ounces of gold delivered. Thereafter, deliveries of gold ounces equal to 0.75% of 4E PGM ounces contained in concentrate, until a total of 237,000 ounces of gold delivered. Thereafter, 80.0% of gold contained in concentrate. |
| --- | --- |
| 34 | Percentage increases to 2.1% of platinum contained in concentrate after 48,000 ounces of platinum delivered. Platinum deliveries are capped at 294,000 ounces of platinum. |
| --- | --- |
| 35 | After 237,000 ounces of gold delivered, purchase price is 10% of the spot price of gold. |
| --- | --- |
Capital Commitments
As at September 30, 2025, we have the following investment commitments with respect to our royalty and stream interests:
| | | | | | |
|---|---|---|---|---|---|
| Asset | | Commitment | | Obligating Event | |
| Cascabel stream | | $478.3 million | | Without limitation, completion of key development milestones, receipt of all material permits, a construction decision approved by the board of directors of SolGold plc, and availability of the remainder of the required project financing | |
| Royalty Acquisition Venture with Continental | | $39.3 million | | Acquisition of mineral rights acquired through the Royalty Acquisition Venture with Continental, triggering funding requirements by the Company | |
| Yanacocha royalty | | 118,534 Franco-Nevada common shares (equivalent to $15.0 million at closing) | | Achievement of commercial production and receipt of royalty payments from the Conga project for a full year within 20 years of the August 13, 2024 purchase agreement | |
| Copper World royalty | | $12.5 million | | 50% of commitment payable upon the project having all necessary permits and approvals and being free of legal challenges. 50% of commitment payable upon Franco-Nevada receiving royalty payments from the operator. Proportionate reduction of such contingent payments for a smaller-scale mine having anticipated life of mine production of copper contained in concentrate between 550,000 short tons and 1,703,000 short tons | |
| Salares Norte (Rio Baker) royalty | | $8.0 million | | Receipt of Rio Baker royalty payments (excluding proceeds from the exercise by Gold Fields Limited of a partial buy-back option on the royalty) in excess of $15 million | |
| Royalty with EMX Royalty Corporation | | $4.9 million | | Sourcing by EMX of newly created precious metals and copper royalties meeting specified criteria within three years of the June 27, 2023 joint acquisition agreement | |
| Eskay Creek royalty | | C$4.5 million | | Skeena Resources having obtained mineral and surface rights to the materials contained in the Albino Lake storage facility, and such materials containing at least 300,000 ounces of contained gold that are contemplated to be mined in a mine plan approved by the board of Skeena Resources | |
| Gold Quarry | | $1.0 million | | An increase in the minimum annual royalty amount during any calendar year preceding January 1, 2030 | |
We also have commitments related to environmental and social initiatives in connection with our acquisition of royalty and stream interests.
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 30 |
Contingencies
| (a) | Cobre Panama |
|---|
On June 18, 2025, we agreed to suspend the arbitration against the Government of Panama we had filed under the Canada-Panama Free Trade Agreement with the International Centre for Settlement of Investment Disputes on June 27, 2024.
| (b) | Canada Revenue Agency Audit |
|---|
Settlement of Canada Revenue Agency Transfer Pricing Tax Dispute
From December of 2018 to November of 2024, the Company received Notices of Reassessment from the CRA for taxation years 2013 to 2019 (the “Reassessments”) in relation to its Mexican and Barbadian subsidiaries. The reassessments were made on the basis of the transfer pricing provisions in the Income Tax Act (Canada) (the “Act”) and asserted that a majority of the income earned by the Mexican and Barbadian subsidiaries should have been included in the income of the Company and subject to tax in Canada. The Reassessments resulted in $201.4 million (C$280.3 million) of additional Federal and provincial income taxes, transfer pricing penalties, and interest and other penalties.
The Company filed formal Notices of Objection with the CRA against the Reassessments and commenced an appeal in the Tax Court of Canada with respect to the Reassessments for the 2013-2015 taxation years. The Company also posted security for 50% of the reassessed amounts in the form of cash totaling $44.1 million (C$61.4 million) and standby letters of credit totaling $47.4 million (C$66.0 million), as referenced in Note 8 and Note 11 of the financial statements, respectively.
On September 11, 2025, the Company reached a settlement with the CRA (the “CRA Settlement”) which provides for a final resolution of the Company’s tax dispute in connection with the Reassessments.
CRA Settlement Highlights:
| ● | The CRA Settlement will not require the payment of any tax in Canada on the foreign earnings of the Company’s Barbadian and Mexican subsidiaries for the 2013 to 2019 taxation years. |
|---|---|
| ● | The service fee charged by the Company for certain services provided to the Barbadian and Mexican subsidiaries will be adjusted to increase the mark-up applied to the Company’s cost of providing those services from the current range of 7-20% to 30%. |
| --- | --- |
| ● | The additional service fee will result in the Company being subjected to Canadian tax on additional income of C$1.4 million in Canada for the 2013 to 2019 taxation years. After the application of non-capital losses, the Company does not anticipate any additional cash taxes will arise in respect of these years as a result of the CRA Settlement. |
| --- | --- |
| ● | Transfer pricing penalties reflected in the Reassessments will be reversed. The interest charges reflected in the Reassessments will be reduced and adjusted consequentially to the adjustments described above. |
| --- | --- |
| ● | The CRA Settlement is not legally binding on the CRA for years after 2019, however, the Company believes the transfer pricing principles established by the CRA Settlement will apply to years after 2019, including the 2020 and 2021 taxation years which are currently under audit, provided there are no material changes to the facts or law. |
| --- | --- |
The CRA will issue revised Notices of Reassessment to the Company to reflect the adjustments under the CRA Settlement. In addition, the Company expects that the amounts that were posted as security for the Reassessments in the form of cash totaling $44.1 million (C$61.4 million) will be refunded plus interest of approximately $5.3 million (C$7.5 million), which has been accounted for in the period, and standby letters of credit totaling $47.4 million (C$66.0 million) will be cancelled.
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 31 |
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 2024 audited consolidated financial statements and Note 2 of our financial statements for the three and nine months ended September 30, 2025.
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.
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.
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.
Franco-Nevada is authorized to issue an unlimited number of common and preferred shares. A detailed description of the rights, privileges, restrictions and conditions attached to each class of authorized shares is included in our most recent Annual Information Form, a copy of which can be found on SEDAR+ at www.sedarplus.com and in our Form 40-F, a copy of which can be found on EDGAR at www.sec.gov.
As of November 3, 2025, the number of common shares outstanding or issuable pursuant to other outstanding securities is as follows:
| | | | |
|---|---|---|---|
| Common Shares | Number | ||
| Outstanding | 192,777,097 | | |
| Issuable upon exercise of Franco-Nevada options^(1)^ | 540,948 | | |
| Issuable upon vesting of Franco-Nevada RSUs^(2)^ | 108,458 | | |
| Diluted common shares | 193,426,503 | | |
| 1 | There were 540,948 stock options under our share compensation plan outstanding to directors, officers, employees and others with exercise prices ranging from C$65.76 to C$231.18 per share. The above table assumes all stock options are exercisable. | ||
| --- | --- | ||
| 2 | There were 35,339 time-based RSUs and 76,020 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 200% of the number granted. The above table assumes a performance multiplier of 100% of performance-based RSUs granted. | ||
| --- | --- |
During the nine months ended September 30, 2025, we did not issue or have any outstanding preferred shares.
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 32 |
Internal Control Over Financial Reporting and Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining Franco-Nevada’s internal control over financial reporting and other financial disclosure and our disclosure controls and procedures.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. Franco-Nevada’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Franco-Nevada; (ii) are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards, and that receipts and expenditures of Franco-Nevada are being made only in accordance with authorizations of management and directors of Franco-Nevada; and (iii) are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Franco-Nevada’s assets that could have a material effect on Franco-Nevada’s financial statements. Internal control over other financial disclosure is a process designed to ensure that other financial information included in this MD&A fairly represents, in all material respects, the financial condition, results of operations and cash flows of Franco-Nevada for the periods presented in this MD&A.
Franco-Nevada’s disclosure controls and procedures are designed to provide reasonable assurance that material information relating to Franco-Nevada, including its consolidated subsidiaries, is made known to management by others within those entities, particularly during the period in which this MD&A is prepared and that information required to be disclosed by Franco-Nevada in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.
Due to its inherent limitations, internal control over financial reporting and other financial disclosure may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may change.
For the three and nine months ended September 30, 2025, 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.
Gold Equivalent Ounces and Net Gold Equivalent Ounces
Gold Equivalent Ounces
GEOs include Franco-Nevada’s attributable share of production from all of our royalties, streams and working interests, 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. Where the Company receives gold and silver bullion in-kind as payment for its royalties, GEOs are recognized at the time of receipt of such bullion.
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 table on pages 12 and 17 of this MD&A for indicative prices which may be used in the calculation of GEOs for the three and nine months ended September 30, 2025 and 2024, respectively.
Net Gold Equivalent Ounces
Net GEOs are GEOs sold, net of direct operating costs, including, for our stream GEOs, the associated ongoing cost per ounce. We use Net GEOs to reflect that GEOs from royalty interests have different economics than GEOs from stream interests due to the ongoing cost per ounce associated with GEOs from streams. We calculate Net GEOs on a quarterly basis by dividing Cash Costs (as defined below in the “Non-GAAP Financial Measures” section) by the average gold price (based on the LBMA PM Fix during the period), and subtracting this total from GEOs sold in the period.
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 33 |
Calculation of Net Gold Equivalent Ounces:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (expressed in millions, excepts GEOs and Average Gold Price) | Q1 2025 | Q2 2025 | Q3 2025 | For the nine months ended September 30, 2025 | |||||||||||
| GEOs | | | 126,585 | | | | 112,093 | | | | 138,772 | | | 377,450 | |
| Less: | | | | | | | | | | | | | | | |
| Cash Costs | | $ | 38.5 | | | $ | 33.5 | | | $ | 47.2 | | $ | 119.2 | |
| Divided by: Average gold price per ounce | | $ | 2,863 | | | $ | 3,279 | | | $ | 3,456 | | $ | 3,194 | |
| | | | 13,447 | | | | 10,217 | | | | 13,657 | | | 37,321 | |
| Net GEOs | | | 113,138 | | | | 101,876 | | | | 125,115 | | | 340,129 | |
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (expressed in millions, excepts GEOs and Average Gold Price) | Q1 2024 | Q2 2024 | Q3 2024 | For the nine months ended September 30, 2024 | |||||||||||
| GEOs | | | 122,897 | | | | 110,264 | | | | 110,110 | | | 343,271 | |
| Less: | | | | | | | | | | | | | | | |
| Cash Costs | | $ | 33.6 | | | $ | 29.1 | | | $ | 31.9 | | $ | 94.6 | |
| Divided by: Average gold price per ounce | | $ | 2,072 | | | $ | 2,338 | | | $ | 2,477 | | $ | 2,277 | |
| | | | 16,216 | | | | 12,447 | | | | 12,878 | | | 41,541 | |
| Net GEOs | | | 106,681 | | | | 97,817 | | | | 97,232 | | | 301,730 | |
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 is calculated by dividing Cash Costs by the number of GEOs sold in the period, excluding prepaid GEOs.
Management uses Cash Costs and Cash Costs per GEO sold to evaluate Franco-Nevada’s ability to generate positive cash flow from its royalty, stream and working interests. Management and certain investors also use this information to evaluate Franco-Nevada’s performance relative to peers in the mining industry who present this measure on a similar basis. Cash Costs and Cash Costs per GEO sold are only intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
Reconciliation of Cash Costs and Cash Costs per GEO sold:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | For the nine months ended | |||||||||||
| | | September 30, | | | September 30, | ||||||||||
| (expressed in millions, except per GEO amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Total costs of sales | | $ | 134.2 | | | $ | 86.1 | | | $ | 338.6 | | | $ | 259.9 |
| Depletion and depreciation | | | (87.0) | | | | (54.2) | | | | (219.4) | | | | (165.3) |
| Cash Costs | | $ | 47.2 | | | $ | 31.9 | | | $ | 119.2 | | | $ | 94.6 |
| GEOs | | 138,772 | | | 110,110 | | | 377,450 | | | 343,271 | ||||
| Cash Costs per GEO sold | | $ | 340 | | | $ | 290 | | | $ | 316 | | | $ | 276 |
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 34 |
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 equity investments, loans receivable and other financial instruments; and |
| --- | --- |
| ● | Foreign exchange gains/losses and other income/expenses. |
| --- | --- |
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 and its ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations and fund acquisitions. 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.
Reconciliation of Net Income to Adjusted EBITDA:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | |||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| (expressed in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income | | $ | 287.5 | | | $ | 152.7 | | | $ | 744.4 | | | $ | 376.7 | |
| Income tax expense | | 74.9 | | | | 42.2 | | | | 203.3 | | | | 165.0 | | |
| Finance expenses | | 0.8 | | | | 0.7 | | | | 2.3 | | | | 1.9 | | |
| Finance income | | (8.0) | | | | (14.9) | | | | (25.7) | | | | (47.1) | | |
| Depletion and depreciation | | 87.0 | | | | 54.2 | | | | 219.4 | | | | 165.3 | | |
| Impairment reversal | | (0.7) | | | | — | | | | (4.8) | | | | — | | |
| Gain on disposal of royalty interests | | | — | | | | — | | | | — | | | | (0.3) | |
| Foreign exchange (gain) loss and other (income) expenses | | (14.2) | | | | 1.3 | | | | (24.0) | | | | 12.7 | | |
| Adjusted EBITDA | | $ | 427.3 | | | $ | 236.2 | | | $ | 1,114.9 | | | $ | 674.2 | |
| Basic weighted average shares outstanding | | 192.7 | | | 192.3 | | | 192.6 | | | 192.3 | | ||||
| | | | | | | | | | | | | | | | | |
| Basic earnings per share | | $ | 1.49 | | | $ | 0.79 | | | $ | 3.86 | | | $ | 1.96 | |
| Income tax expense | | 0.39 | | | | 0.22 | | | | 1.06 | | | | 0.86 | | |
| Finance expenses | | — | | | | — | | | | 0.01 | | | | 0.01 | | |
| Finance income | | (0.04) | | | | (0.08) | | | | (0.13) | | | | (0.24) | | |
| Depletion and depreciation | | 0.45 | | | | 0.28 | | | | 1.14 | | | | 0.86 | | |
| Impairment reversal | | — | | | | — | | | | (0.02) | | | | — | | |
| Gain on disposal of royalty interests | | — | | | | — | | | | — | | | | — | | |
| Foreign exchange (gain) loss and other (income) expenses | | (0.07) | | | 0.02 | | | | (0.13) | | | | 0.06 | | ||
| Adjusted EBITDA per share | | $ | 2.22 | | | $ | 1.23 | | | $ | 5.79 | | | $ | 3.51 | |
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 35 |
Adjusted EBITDA Margin
Adjusted EBITDA Margin is a non-GAAP ratio which is defined by Franco-Nevada as Adjusted EBITDA divided by revenue. Franco-Nevada uses Adjusted EBITDA Margin in its annual incentive compensation process to evaluate management’s performance in increasing revenue and containing costs. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards, our investors and analysts use Adjusted EBITDA Margin to evaluate the Company’s ability to contain costs relative to revenue. Adjusted EBITDA Margin is intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. It does not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
Calculation of Adjusted EBITDA Margin:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | | ||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| (expressed in millions, except Adjusted EBITDA Margin) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Adjusted EBITDA | | $ | 427.3 | | | $ | 236.2 | | | $ | 1,114.9 | | | $ | 674.2 | |
| Revenue | | 487.7 | | | 275.7 | | | 1,225.5 | | | 792.6 | | ||||
| Adjusted EBITDA Margin | | 87.6 | % | | 85.7 | % | | 91.0 | % | | 85.1 | % |
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 equity investments, loans receivable and other financial instruments; |
| --- | --- |
| ● | Impact of income taxes on these items; |
| --- | --- |
| ● | Income taxes related to the reassessment of the probability of realization of previously recognized or de-recognized deferred income tax assets; and |
| --- | --- |
| ● | Income taxes relating to the revaluation of deferred income tax assets and liabilities as a result of statutory income tax rate changes in the countries in which the Company operates. |
| --- | --- |
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 items that are adjusted for are typically not included in our guidance. While the adjustments to net income and EPS in these measures include items that are both recurring and non-recurring, management believes that Adjusted Net Income and Adjusted Net Income per share are useful measures of Franco-Nevada’s performance because they adjust for items which may not relate to or have a disproportionate effect on the period in which they are recognized, impact the comparability of our core operating results from period to period, are not always reflective of the underlying operating performance of our business and/or are not necessarily indicative of future operating results. Adjusted Net Income and Adjusted Net Income per share are intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. They do not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 36 |
Reconciliation of Net Income to Adjusted Net Income:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | For the nine months ended | | |||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| (expressed in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net income | | $ | 287.5 | | | $ | 152.7 | | | $ | 744.4 | | | $ | 376.7 | |
| Impairment reversal | | (0.7) | | | — | | | (4.8) | | | — | | ||||
| Gain on disposal of royalty interests | | — | | | | — | | | | — | | | | (0.3) | | |
| Foreign exchange (gain) loss and other (income) expenses | | (14.2) | | | 1.3 | | | (24.0) | | | 12.7 | | ||||
| Tax effect of adjustments | | | 2.4 | | | | (0.4) | | | | 3.4 | | | | (2.4) | |
| Other tax related adjustments | | | | | | | | | | | | | | | | |
| Deferred tax expense related to the remeasurement of deferred tax liability due to changes in Barbados tax rate | | | — | | | | — | | | | — | | | | 49.1 | |
| Change in unrecognized deferred income tax assets | | | — | | | | 0.3 | | | | — | | | | (1.1) | |
| Adjusted Net Income | | $ | 275.0 | | | $ | 153.9 | | | $ | 719.0 | | | $ | 434.7 | |
| Basic weighted average shares outstanding | | 192.7 | | | 192.3 | | | 192.6 | | | 192.3 | | ||||
| | | | | | | | | | | | | | | | | |
| Basic earnings per share | | $ | 1.49 | | | $ | 0.79 | | | $ | 3.86 | | | $ | 1.96 | |
| Impairment reversal | | | — | | | | — | | | | (0.02) | | | | — | |
| Gain on disposal of royalty interests | | | — | | | | — | | | | — | | | | — | |
| Foreign exchange (gain) loss and other (income) expenses | | (0.07) | | | 0.01 | | | (0.13) | | | 0.06 | | ||||
| Tax effect of adjustments | | | 0.01 | | | | — | | | | 0.02 | | | | (0.01) | |
| Other tax related adjustments | | | | | | | | | | | | | | | | |
| Deferred tax expense related to the remeasurement of deferred tax liability due to changes in Barbados tax rate | | — | | | — | | | — | | | 0.26 | | ||||
| Change in unrecognized deferred income tax assets | | — | | | — | | | — | | | (0.01) | | ||||
| Adjusted Net Income per share | | $ | 1.43 | | | $ | 0.80 | | | $ | 3.73 | | | $ | 2.26 | |
Adjusted Net Income Margin
Adjusted Net Income Margin is a non-GAAP ratio which is defined by Franco-Nevada as Adjusted Net Income divided by revenue. Franco-Nevada uses Adjusted Net Income Margin in its annual incentive compensation process to evaluate management’s performance in increasing revenue and containing costs. Management believes that in addition to measures prepared in accordance with IFRS Accounting Standards, our investors and analysts use Adjusted Net Income Margin to evaluate the Company’s ability to contain costs relative to revenue. Adjusted Net Income Margin is intended to provide additional information to investors and analysts and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards. It does not have any standardized meaning under IFRS Accounting Standards and may not be comparable to similar measures presented by other issuers.
Calculation of Adjusted Net Income Margin:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | | ||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| (expressed in millions, except Adjusted Net Income Margin) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Adjusted Net Income | | $ | 275.0 | | | $ | 153.9 | | | $ | 719.0 | | | $ | 434.7 | |
| Revenue | | 487.7 | | | 275.7 | | | 1,225.5 | | | 792.6 | | ||||
| Adjusted Net Income Margin | | 56.4 | % | | 55.8 | % | | 58.7 | % | | 54.8 | % |
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 37 |
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, any 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; proposed tariff and other trade measures that may be imposed by the United States and proposed retaliatory measures that may be adopted by its trading partners; the adoption 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 mineral 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 any ongoing or future audits by the CRA or the Company’s exposure as a result thereof, or (ii) the future status and any potential restart of the Cobre Panama mine or the outcome of any related arbitration proceedings. Franco-Nevada cannot assure investors that actual results will be consistent with these forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.
For additional information with respect to risks, uncertainties and assumptions, please refer to Franco-Nevada’s most recent Annual Information Form filed with the Canadian securities regulatory authorities on www.sedarplus.com and Franco-Nevada’s most recent Annual Report filed on Form 40-F filed with the SEC on www.sec.gov. The forward-looking statements herein are made as of the date hereof only and Franco-Nevada does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.
| | |
|---|---|
| Third Quarter 2025 Management’s Discussion and Analysis | 38 |
FRANCO-NEVADA CORPORATION
Exhibit 99.3
Franco-Nevada Corporation
| Condensed Consolidated Statements of Financial Position |
|---|
(unaudited, in millions of U.S. dollars)
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | At September 30, | | | At December 31, | | ||
| | | 2025 | 2024 | |||||
| | | | | | | | | |
| ASSETS | | | | | | | | |
| Cash and cash equivalents (Note 4) | | $ | 236.7 | | | $ | 1,451.3 | |
| Receivables | | 190.7 | | | 151.8 | | ||
| Gold and silver bullion and stream inventory (Note 7) | | | 10.3 | | | | 96.8 | |
| Loans receivable (Note 6) | | 23.7 | | | 5.9 | | ||
| Other current assets (Note 8) | | 81.1 | | | 11.0 | | ||
| Current assets | | $ | 542.5 | | | $ | 1,716.8 | |
| | | | | | | | | |
| Royalty, stream and working interests, net (Note 9) | | $ | 6,087.1 | | | $ | 4,098.8 | |
| Investments (Note 5) | | 774.2 | | | 325.5 | | ||
| Loans receivable (Note 6) | | | 76.9 | | | | 104.1 | |
| Deferred income tax assets | | 24.1 | | | 30.8 | | ||
| Other assets (Note 10) | | 12.1 | | | 54.4 | | ||
| Total assets | | $ | 7,516.9 | | | $ | 6,330.4 | |
| | | | | | | | | |
| LIABILITIES | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 66.1 | | | $ | 28.7 | |
| Income tax liabilities | | 50.8 | | | 38.8 | | ||
| Current liabilities | | $ | 116.9 | | | $ | 67.5 | |
| | | | | | | | | |
| Deferred income tax liabilities | | $ | 369.0 | | | $ | 238.0 | |
| Income tax liabilities | | | 23.2 | | | | 19.8 | |
| Other liabilities | | | 8.5 | | | | 8.5 | |
| Total liabilities | | $ | 517.6 | | | $ | 333.8 | |
| | | | | | | | | |
| SHAREHOLDERS’ EQUITY | | | | | | | | |
| Share capital (Note 20) | | $ | 5,799.6 | | | $ | 5,769.1 | |
| Contributed surplus | | 20.2 | | | 23.0 | | ||
| Retained earnings | | 1,078.4 | | | 486.5 | | ||
| Accumulated other comprehensive income (loss) | | 101.1 | | | (282.0) | | ||
| Total shareholders’ equity | | $ | 6,999.3 | | | $ | 5,996.6 | |
| Total liabilities and shareholders’ equity | | $ | 7,516.9 | | | $ | 6,330.4 | |
| | | | | | | | | |
| Commitments and contingencies (Notes 24 and 25) | | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 2 |
Franco-Nevada Corporation
| Condensed Consolidated Statements of Income and Comprehensive Income |
|---|
(unaudited, in millions of U.S. dollars and shares, except per share amounts)
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | | ||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| | 2025 | 2024 | | 2025 | 2024 | | ||||||||||
| Revenue | | | | | | | | | | | | | | | | |
| Revenue from royalty, streams and working interests (Note 12) | | $ | 483.6 | | | $ | 272.9 | | $ | 1,215.8 | | | $ | 786.1 | | |
| Interest revenue (Note 6) | | | 4.1 | | | 2.8 | | | 9.7 | | | 5.9 | | |||
| Other interest income | | | — | | | | — | | | | — | | | | 0.6 | |
| Total revenue | | $ | 487.7 | | | $ | 275.7 | | | $ | 1,225.5 | | | $ | 792.6 | |
| | | | | | | | | | | | | | | | | |
| Costs of sales | | | | | | | | | | | | | | | | |
| Costs of sales (Note 13) | | $ | 47.2 | | | $ | 31.9 | | $ | 119.2 | | | $ | 94.6 | | |
| Depletion and depreciation | | | 87.0 | | | 54.2 | | | 219.4 | | | 165.3 | | |||
| Total costs of sales | | $ | 134.2 | | | $ | 86.1 | | | $ | 338.6 | | | $ | 259.9 | |
| Gross profit | | $ | 353.5 | | | $ | 189.6 | | | $ | 886.9 | | | $ | 532.7 | |
| | | | | | | | | | | | | | | | | |
| Other operating expenses (income) | | | | | | | | | | | | | | | | |
| General and administrative expenses (Note 2 (c), 14) | | $ | 8.6 | | | $ | 7.8 | | $ | 27.6 | | | $ | 21.9 | | |
| Share-based compensation expenses (Note 15) | | | 7.7 | | | | 2.4 | | | | 16.2 | | | | 7.0 | |
| Impairment reversal (Note 9) | | | (0.7) | | | | — | | | (4.8) | | | | — | | |
| Gain on disposal of royalty interests | | | — | | | | — | | | — | | | | (0.3) | | |
| Gain on sale of gold and silver bullion (Note 7) | | | (3.1) | | | | (2.6) | | | (52.4) | | | | (5.1) | | |
| Total other operating expenses (income) | | $ | 12.5 | | | $ | 7.6 | | $ | (13.4) | | | $ | 23.5 | | |
| Operating income | | $ | 341.0 | | | $ | 182.0 | | $ | 900.3 | | | $ | 509.2 | | |
| Foreign exchange gain (loss) and other income (expenses) (Note 17) | | $ | 14.2 | | | $ | (1.3) | | $ | 24.0 | | | $ | (12.7) | | |
| Income before finance items and income taxes | | $ | 355.2 | | | $ | 180.7 | | $ | 924.3 | | | $ | 496.5 | | |
| | | | | | | | | | | | | | | | | |
| Finance items (Note 18) | | | | | | | | | | | | | | | | |
| Finance income | | $ | 8.0 | | | $ | 14.9 | | $ | 25.7 | | | $ | 47.1 | | |
| Finance expenses | | | (0.8) | | | (0.7) | | | (2.3) | | | (1.9) | | |||
| Net income before income taxes | | $ | 362.4 | | | $ | 194.9 | | $ | 947.7 | | | $ | 541.7 | | |
| | | | | | | | | | | | | | | | | |
| Income tax expense (Note 19) | | | 74.9 | | | 42.2 | | | 203.3 | | | 165.0 | | |||
| Net income | | $ | 287.5 | | | $ | 152.7 | | | $ | 744.4 | | | $ | 376.7 | |
| | | | | | | | | | | | | | | | | |
| Other comprehensive income, net of taxes | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Items that may be reclassified subsequently to profit and loss: | | | | | | | | | | | | | | | | |
| Currency translation adjustment | | $ | (52.6) | | | $ | 24.1 | | $ | 45.8 | | | $ | (27.4) | | |
| | | | | | | | | | | | | | | | | |
| Items that will not be reclassified subsequently to profit and loss: | | | | | | | | | | | | | | | | |
| Gain on changes in the fair value of equity investments | | | | | | | | | | | | | | |||
| at fair value through other comprehensive income ("FVTOCI"), | | | | | | | | | | | | | | | | |
| net of income tax (Note 5) | | | 224.8 | | | | 24.3 | | | | 404.8 | | | | 41.5 | |
| Other comprehensive income, net of taxes | | $ | 172.2 | | | $ | 48.4 | | $ | 450.6 | | | $ | 14.1 | | |
| | | | | | | | | | | | | | | | | |
| Comprehensive income | | $ | 459.7 | | | $ | 201.1 | | | $ | 1,195.0 | | | $ | 390.8 | |
| | | | | | | | | | | | | | | | | |
| Earnings per share (Note 21) | | | | | | | | | | | | | | | | |
| Basic | | $ | 1.49 | | | $ | 0.79 | | | $ | 3.86 | | | $ | 1.96 | |
| Diluted | | $ | 1.49 | | | $ | 0.79 | | | $ | 3.86 | | | $ | 1.96 | |
| Weighted average number of shares outstanding (Note 21) | | | | | | | | | | | | | | | | |
| Basic | | | 192.7 | | | | 192.3 | | | | 192.6 | | | | 192.3 | |
| Diluted | | | 193.0 | | | | 192.5 | | | | 192.9 | | | | 192.5 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 3 |
Franco-Nevada Corporation
| Condensed Consolidated Statements of Cash Flows |
|---|
(unaudited, in millions of U.S. dollars)
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | For the nine months ended | ||||||||||||
| | | September 30, | | September 30, | ||||||||||||
| | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Cash flows from operating activities | | | | | | | | | | | | | | | | |
| Net income | | $ | 287.5 | | | $ | 152.7 | | | $ | 744.4 | | | $ | 376.7 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | | | | |
| Depletion and depreciation | | 87.0 | | | 54.2 | | | 219.4 | | | 165.3 | | ||||
| Share-based compensation expenses | | 1.7 | | | 1.3 | | | 4.8 | | | 4.2 | | ||||
| Impairment reversal | | (0.7) | | | — | | | (4.8) | | | — | | ||||
| Gain on disposal of royalty interests | | — | | | — | | | — | | | (0.3) | | ||||
| Unrealized foreign exchange (gain) loss | | (1.7) | | | 0.1 | | | (12.9) | | | 7.9 | | ||||
| Deferred income tax expense | | 36.6 | | | 7.7 | | | 82.9 | | | 64.0 | | ||||
| Gain on sale of gold and silver bullion | | | (3.1) | | | | (2.6) | | | | (52.4) | | | | (5.1) | |
| (Gain) loss on derivative financial instruments | | | (12.9) | | | | 1.0 | | | | (18.5) | | | | 4.0 | |
| Other non-cash items | | (1.5) | | | (0.1) | | | (1.5) | | | (4.6) | | ||||
| Gold and silver bullion from royalties received in-kind | | | (31.5) | | | | (20.0) | | | | (61.6) | | | | (52.4) | |
| Proceeds from sale of gold and silver bullion | | | 31.3 | | | | 12.7 | | | | 208.6 | | | | 29.3 | |
| Changes in other assets | | — | | | — | | | — | | | (17.4) | | ||||
| Operating cash flows before changes in non-cash working capital | | $ | 392.7 | | | $ | 207.0 | | | $ | 1,108.4 | | | $ | 571.6 | |
| Changes in non-cash working capital: | | | | | | | | | | | | | | | | |
| Increase in receivables | | $ | (44.0) | | | $ | (12.8) | | | $ | (38.9) | | | $ | (22.7) | |
| (Increase) decrease in other current assets | | (5.2) | | | 8.2 | | | (16.3) | | | 10.7 | | ||||
| Increase in accounts payable and accrued liabilities | | 4.5 | | | 11.2 | | | 14.0 | | | 26.9 | | ||||
| Net cash provided by operating activities | | $ | 348.0 | | | $ | 213.6 | | | $ | 1,067.2 | | | $ | 586.5 | |
| | | | | | | | | | | | | | | | | |
| Cash flows used in investing activities | | | | | | | | | | | | | | | | |
| Acquisition of royalty, stream and working interests | | $ | (291.8) | | | $ | (238.6) | | | $ | (2,157.4) | | | $ | (401.7) | |
| Proceeds from sale of investments | | 84.4 | | | 12.9 | | | 109.9 | | | 14.0 | | ||||
| Acquisition of investments | | | — | | | | (27.9) | | | | (55.3) | | | | (38.9) | |
| Proceeds from repayment of loan receivable | | — | | | 10.0 | | | 10.0 | | | 28.9 | | ||||
| Acquisition of property and equipment | | | (0.1) | | | — | | | (2.2) | | | (0.1) | | |||
| Acquisition of energy well equipment | | (0.5) | | | (0.7) | | | (2.1) | | | (1.4) | | ||||
| Advances of loans receivable | | | — | | | | (34.7) | | | | — | | | | (118.2) | |
| Proceeds from disposal of royalty interests | | | — | | | — | | | — | | | 11.2 | | |||
| Net cash used in investing activities | | $ | (208.0) | | | $ | (279.0) | | | $ | (2,097.1) | | | $ | (506.2) | |
| | | | | | | | | | | | | | | | | |
| Cash flows used in financing activities | | | | | | | | | | | | | | | | |
| Payment of dividends | | $ | (67.3) | | | $ | (61.1) | | | $ | (204.5) | | | $ | (180.3) | |
| Proceeds from draw down of Corporate Revolver | | 175.0 | | | — | | | 175.0 | | | — | | ||||
| Repayment of Corporate Revolver | | (175.0) | | | — | | | (175.0) | | | — | | ||||
| Proceeds from exercise of stock options | | 3.1 | | | — | | | 7.4 | | | 2.7 | | ||||
| Revolving credit facility amendment costs | | — | | | — | | | — | | | (0.8) | | ||||
| Net cash used in financing activities | | $ | (64.2) | | | $ | (61.1) | | | $ | (197.1) | | | $ | (178.4) | |
| Effect of exchange rate changes on cash and cash equivalents | | $ | 0.6 | | | $ | 4.8 | | | $ | 12.4 | | | $ | (6.5) | |
| Net change in cash and cash equivalents | | $ | 76.4 | | | $ | (121.7) | | | $ | (1,214.6) | | | $ | (104.6) | |
| Cash and cash equivalents at beginning of period | | $ | 160.3 | | | $ | 1,439.0 | | | $ | 1,451.3 | | | $ | 1,421.9 | |
| Cash and cash equivalents at end of period | | $ | 236.7 | | | $ | 1,317.3 | | | $ | 236.7 | | | $ | 1,317.3 | |
| | | | | | | | | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | | | | | | | | |
| Income taxes paid | | $ | 46.8 | | | $ | 14.1 | | | $ | 140.0 | | | $ | 56.6 | |
| Dividend income received | | $ | 1.4 | | | $ | 5.1 | | | $ | 6.9 | | | $ | 9.3 | |
| Interest and standby fees paid | | $ | 1.2 | | | $ | 0.5 | | | $ | 2.6 | | | $ | 1.5 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 4 |
Franco-Nevada Corporation
| Condensed Consolidated Statements of Changes in Shareholders’ Equity |
|---|
(unaudited, in millions of U.S. dollars)
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Accumulated | | | | ||||||||||
| | | | | | | other | | | | | | |||||
| | | Share capital | | Contributed | | comprehensive | | Retained | | | | |||||
| | | (Note 20) | | surplus | | (loss) income | | earnings | | Total equity | | |||||
| Balance at January 1, 2024 | | $ | 5,728.2 | | $ | 20.6 | | $ | (192.0) | | $ | 212.3 | | $ | 5,769.1 | |
| Net income | | — | | — | | — | | 376.7 | | 376.7 | | |||||
| Other comprehensive income, net of taxes | | — | | — | | 14.1 | | — | | 14.1 | | |||||
| Total comprehensive income | | | | | | | | | | | | | | $ | 390.8 | |
| | | | | | | | | | | | | | | | | |
| Exercise of stock options | | $ | 3.5 | | $ | (0.8) | | $ | — | | $ | — | | $ | 2.7 | |
| Share-based payments | | | — | | | 4.5 | | | — | | | — | | | 4.5 | |
| Vesting of restricted share units | | | 2.4 | | | (2.4) | | | — | | | — | | | — | |
| Transfer of loss on disposal of equity investments at FVTOCI | | — | | — | | 0.4 | | (0.4) | | — | | |||||
| Dividend reinvestment plan | | 28.0 | | — | | — | | — | | 28.0 | | |||||
| Dividends declared | | — | | — | | — | | (208.3) | | (208.3) | | |||||
| Balance at September 30, 2024 | | $ | 5,762.1 | | $ | 21.9 | | $ | (177.5) | | $ | 380.3 | | $ | 5,986.8 | |
| | | | | | | | | | | | | | | | | |
| Balance at January 1, 2025 | | $ | 5,769.1 | | $ | 23.0 | | $ | (282.0) | | $ | 486.5 | | $ | 5,996.6 | |
| Net income | | — | | — | | — | | 744.4 | | 744.4 | | |||||
| Other comprehensive income, net of taxes | | — | | — | | 450.6 | | — | | 450.6 | | |||||
| Total comprehensive income | | | | | | | | | | | | | | $ | 1,195.0 | |
| | | | | | | | | | | | | | | | | |
| Exercise of stock options | | $ | 9.5 | | $ | (2.1) | | $ | — | | $ | — | | $ | 7.4 | |
| Share-based payments | | | — | | | 4.8 | | | — | | | — | | | 4.8 | |
| Vesting of restricted share units | | | 5.5 | | | (5.5) | | | — | | | — | | | — | |
| Transfer of gain on disposal of equity investments at FVTOCI | | — | | — | | (67.5) | | 67.5 | | — | | |||||
| Dividend reinvestment plan | | 15.5 | | — | | — | | — | | 15.5 | | |||||
| Dividends declared | | — | | — | | — | | (220.0) | | (220.0) | | |||||
| Balance at September 30, 2025 | | $ | 5,799.6 | | $ | 20.2 | | $ | 101.1 | | $ | 1,078.4 | | $ | 6,999.3 | |
| | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 5 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(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, 2024 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, 2024.
The financial statements included herein reflects all adjustments, consisting only of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year. Seasonality is not considered to have a significant impact over the condensed consolidated interim financial statements. Taxes on income in the interim period have been accrued using the tax rates that would be applicable to expected total annual income.
These condensed consolidated interim financial statements were authorized for issuance by the Board of Directors on November 3, 2025.
(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, 2024.
(c) Reclassification of Comparative Amounts
Certain prior period amounts have been reclassified for consistency with the current period presentation. Cobre Panama arbitration expenses of $1.9 million and $4.2 million in Q3 2024 and YTD 2024, respectively, which was previously separately presented on the statement of income and comprehensive income, have been presented within general and administrative expenses. These reclassifications had no effect on the previously reported statements of income and comprehensive income.
(d) 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.
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 fair value through other comprehensive income (“FVTOCI”). The
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 6 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
amendments are effective for annual reporting periods beginning on or after January 1, 2026. The Company is currently assessing the impact of the amendments.
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 income 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.
Note 3 - Acquisitions and Other Transactions
For the nine months ended September 30, 2025
| (a) | Acquisition of Royalty on AngloGold Ashanti plc’s Arthur Gold Project – Nevada, U.S. |
|---|
On July 23, 2025, the Company acquired, through a wholly-owned subsidiary, a 1.0% net smelter return royalty (“NSR”) (of an existing 1.5% NSR) on AngloGold Ashanti plc’s (“AngloGold”) Arthur Gold Project (previously the Expanded Silicon Project) from Altius Minerals Corporation (“Altius”) for $250.0 million in cash, plus a contingent cash payment of $25.0 million. The contingent cash consideration is payable dependent upon the final award outcome of an arbitration process between Altius and AngloGold related to the coverage of the royalty.
The final award decision confirming the extent of the area of coverage was received by Altius on August 14, 2025. As such, the Company will be obligated to make the additional cash payment of $25.0 million in Q4 2025 following the expiry of any relevant appeal or challenge periods. As of September 30, 2025, the Company recognized the contingent consideration as part of the cost of the acquired NSR, with a corresponding contingent liability, on the basis that the contingent cash payment was considered probable and reasonably estimated.
The transaction has been accounted for as an acquisition of a mineral interest.
| (b) | Pre-construction Funding of Cascabel Stream – Ecuador |
|---|
On July 17, 2025, the Company, through a wholly-owned subsidiary, Franco-Nevada (Barbados) Corporation (“FNBC”), funded the second of three equal-sized payments in the amount of $23.3 million to SolGold plc (“SolGold”) for pre-construction activities of the Cascabel project. FNBC acquired the Cascabel stream from SolGold in July 2024 with Osisko Gold Royalties Ltd.’s subsidiary, Osisko Bermuda Limited (“Osisko”), on a 70%/30% basis. Subject to the achievement of certain conditions, FNBC has committed to providing a total of $525.0 million and Osisko a total of $225.0 million for a total combined funding of $750.0 million.
The transaction has been accounted for as an acquisition of a mineral interest.
| (c) | Acquisition of Additional Royalty on Gold Quarry Mine – Nevada, U.S. |
|---|
On July 11, 2025, the Company, through a wholly-owned subsidiary, acquired from a third party an additional NSR on Nevada Gold Mines LLC’s Gold Quarry mine for $10.5 million plus a $1.0 million contingent payment. As a result, Franco-Nevada now holds a combined NSR which provides an annual minimum payment of at least 1,650 gold ounces tied to mineral reserves and stockpiles attributed to the royalty property. The contingent consideration is payable dependent upon the annual minimum payment.
The transaction has been accounted for as an acquisition of a mineral interest.
| (d) | Acquisition of Royalty on Côté Gold Mine – Ontario, Canada |
|---|
On June 24, 2025, the Company acquired an existing royalty on the Côté Gold mine in Ontario from a private third party for total cash consideration of $1,050.0 million. The royalty consists of a 7.5% gross margin royalty on the Côté Gold mine. Royalty deductions include cash operating costs and exclude all capital, exploration, depreciation and other non-cash costs. The Côté Gold mine is operated through an unincorporated joint venture by IAMGOLD Corporation (“IAMGOLD”) and is owned by IAMGOLD (70%) and Sumitomo Metal Mining Co. Ltd. (“Sumitomo”) (30%). IAMGOLD and Sumitomo hold an option, exercisable at their discretion, to buy down up to 50% of the royalty at Franco-Nevada’s attributable cost in two equal tranches of 25%. The cost to repurchase the tranches are as follows: (i) the initial 25% buydown option for an internal rate of return equal to the Secured Overnight Financing Rate (“SOFR”) plus 1.1%, exercisable within two years of
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 7 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
closing, and (ii) the additional 25% buydown option cost for an internal rate of return equal to 10%, following exercise of the initial option, exercisable within three years of closing. Both 25% options are subject to a minimum such that the exercise price shall be the greater of the calculated value or 25% of Franco-Nevada’s royalty purchase price ($262.5 million).
The transaction has been accounted for as an acquisition of a mineral interest.
| (e) | Financing Package with Discovery Silver Corp. on the Porcupine Complex – Ontario, Canada |
|---|
On April 15, 2025, the Company completed a comprehensive financing transaction with Discovery Silver Corp. (“Discovery”) to support its acquisition of the Porcupine complex located near Timmins, Ontario from Newmont Corporation. The financing package includes: i) a 4.25% NSR, consisting of two tranches, for $300.0 million, on production from the Porcupine complex, ii) a $100.0 million senior secured term loan (the “Discovery Term Loan”), and iii) $48.6 million (C$70.9 million) of equity participation. The financing package, totaling $448.6 million, provided Discovery with proceeds to acquire and fund a planned capital program for the Porcupine complex.
Porcupine Royalty
The royalty on the Porcupine complex consists of two tranches: (i) a 2.25% NSR in perpetuity on all minerals produced, and (ii) a 2.00% NSR on all minerals produced until the earlier of royalty payments on the tranche equivalent to 72,000 gold ounces or a cash payment equal to a pre-tax annual internal rate of return of 12% in reference to a $100.0 million attributable purchase price.
The royalty on the Porcupine complex has been accounted for as an acquisition of a mineral interest.
Discovery Term Loan
The Discovery Term Loan was a $100.0 million, 7-year term loan with an availability period of 2 years from closing at an interest rate of 3-Month Secured Overnight Financing Rate (“3-Month SOFR”) +4.50% per annum and amortization after year 5 at 5% per quarter, with no restrictions on prepayment. The loan provided for an upfront fee equal to 2% on any principal drawn, a standby fee of 100 basis points per annum on undrawn funds, and the issuance by Discovery of 3,900,000 common share purchase warrants with an exercise price of C$0.95 per common share and an expiry date of April 15, 2028. The warrants have been accounted for as derivative instruments designated at FVTPL.
On September 15, 2025, Discovery terminated the Discovery Term Loan, which remained undrawn as of the date of termination.
Discovery Common Shares
As part of Discovery’s public offering of subscription receipts of approximately $169.5 million (C$247.5 million) which closed on February 3, 2025, the Company purchased 78,833,333 subscription receipts at a price of C$0.90 per subscription receipt for an aggregate purchase price of $48.6 million (C$70.9 million). Upon closing of the acquisition of the Porcupine complex by Discovery, the subscription receipts were automatically exchanged for common shares of Discovery.
The Company’s holding of common shares of Discovery has been accounted for as an equity investment designated at FVTOCI.
On September 18, 2025, the Company sold 26,000,000 shares for aggregate net proceeds of $84.4 million (C$116.5 million) and realized a gain of $67.4 million (C$93.1 million). As the Discovery common shares are recognized at FVTOCI, the fair value gain of $67.4 million is presented within shareholders’ equity. This gain was included within accumulated other comprehensive income and was transferred to retained earnings upon disposal.
| (f) | Acquisition of Precious Metals Stream on Sibanye Stillwater Limited’s Western Limb Mining Operations – South Africa |
|---|
On February 28, 2025, the Company’s wholly-owned subsidiary, FNBC completed the acquisition of a precious metals stream (the “Western Limb Stream”) with reference to specific production from Sibanye Stillwater Limited’s (“Sibanye-Stillwater”) Marikana, Rustenburg and Kroondal mining operations (the “Stream Area”) in South Africa for a purchase price
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 8 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
of $500.0 million. The Western Limb Stream is comprised of a gold component for the life of mine (“LOM”) and a platinum component until total delivery of 294,000 ounces of platinum.
Key terms:
| ● | Gold stream deliveries to FNBC are initially based off the platinum, palladium, rhodium and gold (“4E PGM”) production from the Stream Area, according to the following schedule: |
|---|---|
| o | Gold ounces equal to 1.1% of 4E PGM ounces contained in concentrate until delivery of 87,500 ounces of gold, then |
| --- | --- |
| o | Gold ounces equal to 0.75% of 4E PGM ounces contained in concentrate until total delivery of 237,000 ounces of gold, then |
| --- | --- |
| o | 80% of gold contained in concentrate for the remaining LOM. |
| --- | --- |
| ● | Platinum stream deliveries to FNBC are based on platinum production from the Western Limb Stream area, according to the following schedule: |
| --- | --- |
| o | 1.0% of platinum contained in concentrate until the delivery of 48,000 ounces of platinum, then |
| --- | --- |
| o | Step-up to 2.1% of platinum contained in concentrate until total delivery of 294,000 ounces of platinum, then |
| --- | --- |
| o | No further platinum deliveries. |
| --- | --- |
Other terms include:
| ● | Gold and platinum ounces delivered will be subject to an ongoing payment of 5% of spot prices respectively to Sibanye-Stillwater. In the case of gold, the ongoing payment will increase to 10% following the delivery of 237,000 ounces of gold to FNBC. |
|---|---|
| ● | Effective start date of the Western Limb Stream is September 1, 2024. First deliveries related to production from September 1, 2024 to December 31, 2024 were received in March 2025. |
| --- | --- |
The transaction has been accounted for as an acquisition of a mineral interest.
| (g) | Pandora Royalty – South Africa |
|---|
On February 28, 2025, the Company and Sibanye-Stillwater converted the Company’s 5% net profit interest on the Pandora property to a 1% net smelter return royalty.
| (h) | Acquisition of Royalty on Hayasa Metals Inc.’s Urasar Project – Armenia |
|---|
On January 21, 2025, the Company acquired a 0.625% NSR covering all minerals produced from Hayasa Metals Inc.’s (“Hayasa”) Urasar gold-copper project in northern Armenia for $0.55 million, pursuant to a joint acquisition agreement with EMX Royalty Corporation (“EMX”).
The transaction has been accounted for as an acquisition of a mineral interest.
| (i) | Acquisition of Mineral Rights with Continental Resources, Inc. – U.S. |
|---|
The Company recorded contributions to the Royalty Acquisition Venture of $2.6 million and $7.0 million in Q3 2025 and YTD 2025, respectively (Q3 2024– $1.9 million and YTD 2024 – $21.1 million). As at September 30, 2025, the Company has remaining commitments of up to $39.3 million.
The Royalty Acquisition Venture is accounted for as a joint operation in accordance with IFRS 11*.*
Note 4 - Cash and Cash Equivalents
Cash and cash equivalents comprised the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | At September 30, | | | At December 31, | |||
| | 2025 | 2024 | |||||||
| Cash deposits | | | $ | 206.6 | | | $ | 788.1 | |
| Term deposits | | | 30.1 | | | 663.2 | | ||
| | | | $ | 236.7 | | | $ | 1,451.3 | |
As at September 30, 2025 and December 31, 2024, 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 18.
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 9 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 5 - Investments
Investments comprised the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | At September 30, | | | At December 31, | |||
| | 2025 | 2024 | |||||||
| Equity investments at FVTOCI | | | $ | 754.0 | | | $ | 324.8 | |
| Warrants | | | 20.2 | | | 0.7 | | ||
| | | | $ | 774.2 | | | $ | 325.5 | |
Equity Investments at FVTOCI
Equity investments comprised the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | At September 30, | | | At December 31, | |||
| | 2025 | 2024 | |||||||
| G Mining Ventures Corp. | | | $ | 354.1 | | | $ | 133.8 | |
| Discovery Silver Corp. | | | | 195.8 | | | | — | |
| Labrador Iron Ore Royalty Corporation ("LIORC") | | | | 127.7 | | | | 127.3 | |
| Other | | | 76.4 | | | 63.7 | | ||
| | | | $ | 754.0 | | | $ | 324.8 | |
Changes in equity investments at FVTOCI and accumulated other comprehensive (loss) income for the three and nine months ended September 30, 2025 and 2024 were as follows:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | For the three months ended | |||||||||
| | | | September 30, 2025 | | | September 30, 2024 | |||||||
| | | | | | | Accumulated Other | | | | | | | |
| | | | Equity Investments | | | Comprehensive | | | Equity Investments | | | Accumulated Other | |
| | Carrying amount | (Loss) Income | Carrying amount | Comprehensive Loss | | ||||||||
| Balance at July 1 | | $ | 590.4 | | $ | (13.1) | | $ | 267.5 | | $ | (223.0) | |
| Additions | | | — | | | — | | | 40.9 | | | — | |
| Gain on changes in the fair value of equity investments at FVTOCI | | | | | | | | | | | | | |
| Held during the period | | | 191.7 | | | 191.7 | | | 23.0 | | | 23.0 | |
| Disposed during the period | | | 67.4 | | | 67.4 | | | 5.0 | | | 5.0 | |
| Income tax expense | | | — | | | (34.3) | | | — | | | (3.7) | |
| Disposals | | | (84.4) | | | — | | | (25.9) | | | — | |
| Transfers within equity following disposal | | | — | | | (58.0) | | | — | | | (2.9) | |
| Impact of foreign exchange | | | (11.1) | | | — | | | 3.2 | | | — | |
| Currency translation adjustment | | | — | | | (52.6) | | | — | | | 24.1 | |
| Balance at September 30 | | $ | 754.0 | | $ | 101.1 | | $ | 313.7 | | $ | (177.5) | |
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the nine months ended | | For the nine months ended | |||||||||
| | | | September 30, 2025 | | | September 30, 2024 | |||||||
| | | | | | | Accumulated Other | | | | | | | |
| | | | Equity Investments | | | Comprehensive | | | Equity Investments | | | Accumulated Other | |
| | Carrying amount | (Loss) Income | Carrying amount | Comprehensive Income | | ||||||||
| Balance at January 1 | | $ | 324.8 | | $ | (282.0) | | $ | 246.4 | | $ | (192.0) | |
| Additions | | | 55.3 | | | — | | | 59.3 | | | — | |
| Gain on changes in the fair value of equity investments at FVTOCI | | | | | | | | | | | | | |
| Held during the period | | | 391.8 | | | 391.8 | | | 42.6 | | | 42.6 | |
| Disposed during the period | | | 74.7 | | | 74.7 | | | 5.2 | | | 5.2 | |
| Income tax expense | | | — | | | (61.7) | | | — | | | (6.3) | |
| Disposals | | | (109.9) | | | — | | | (34.4) | | | — | |
| Transfers within equity following disposal | | | — | | | (67.5) | | | — | | | 0.4 | |
| Impact of foreign exchange | | | 17.3 | | | — | | | (5.4) | | | — | |
| Currency translation adjustment | | | — | | | 45.8 | | | — | | | (27.4) | |
| Balance at September 30 | | $ | 754.0 | | $ | 101.1 | | $ | 313.7 | | $ | (177.5) | |
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 10 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
During the three months ended September 30, 2025, the Company disposed of equity investments with an initial cost of $17.0 million for gross proceeds of $84.4 million, and realized a fair value gain of $58.0 million, net of tax.
During the nine months ended September 30, 2025, the Company disposed of equity investments with an initial cost of $31.6 million for gross proceeds of $109.9 million, and realized a fair value gain of $67.5 million, net of tax.
Note 6 – Loans Receivable
Loans receivable comprised the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | At September 30, | | | At December 31, | | ||
| | | | 2025 | 2024 | | ||||
| G Mining Ventures Term Loan | | | $ | 76.4 | | | $ | 75.9 | |
| EMX Term Loan | | | | 24.2 | | | | 34.1 | |
| Loans receivable | | | $ | 100.6 | | | $ | 110.0 | |
| Current | | | $ | 23.7 | | | $ | 5.9 | |
| Non-Current | | | | 76.9 | | | | 104.1 | |
| Loans receivable | | | $ | 100.6 | | | $ | 110.0 | |
| (a) | G Mining Ventures Term Loan | ||||||||
| --- | --- |
The G Mining Ventures Term Loan is a 6-year senior secured term loan, which bears interest at a rate of 3-Month SOFR +5.75% per annum, reducing to 3-Month SOFR +4.75% after completion tests have been achieved at the Tocantinzinho mine. 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.
On July 29, 2025, completion tests were achieved at the Tocantinzinho mine, thereby reducing the interest rate on the G Mining Ventures Term Loan to 3-Month SOFR +4.75%.
| (b) | EMX Term Loan |
|---|
The EMX Term Loan is a senior secured term loan which matures on July 1, 2029. Interest is payable monthly at a rate equal to the 3-Month SOFR plus an applicable margin 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.
On April 15, 2025, EMX made a $10.0 million principal prepayment on the EMX Term Loan.
In September 2025, EMX and Elemental Altus Royalties Corp. (“Elemental Altus”) announced a proposed arrangement pursuant to which Elemental Altus would acquire all of the issued and outstanding common shares of EMX. The EMX term loan would become due and payable in full upon occurrence of EMX’s change of control.
| (c) | Discovery Term Loan |
|---|
The Discovery Term Loan was a $100.0 million, 7-year term loan with an availability period of 2 years from closing at an interest rate of 3-Month SOFR +4.50% per annum and amortization after year 5 at 5% per quarter, with no restrictions on prepayment. The loan provided for an upfront fee equal to 2% on any principal drawn, a standby fee of 100 basis points per annum on undrawn funds, and the issuance by Discovery of 3,900,000 common share purchase warrants with an exercise price of C$0.95 per common share and an expiry date of April 15, 2028.
On September 15, 2025, Discovery terminated the Discovery Term Loan, which remained undrawn as of the date of the termination.
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 11 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 7 – Gold and Silver Bullion and Stream Inventory
Gold and silver bullion and stream inventory comprised the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | At September 30, | | | At December 31, | | ||
| | 2025 | 2024 | |||||||
| Gold and silver bullion from royalties received in-kind^(1)^ | | | $ | 9.8 | | | $ | 89.5 | |
| Stream ounces^(2)^ | | | | 0.5 | | | | 7.3 | |
| | | | $ | 10.3 | | | $ | 96.8 | |
| 1. | Represents gold and silver bullion received from royalty interests settled in-kind. As at September 30, 2025, the Company holds inventory from royalty interests settled in-kind of 2,902 ounces of gold and 12,713 ounces of silver with a carrying value of $9.5 million and $0.3 million, respectively (December 31, 2024 – 41,673 ounces of gold and 10,117 ounces of silver with a carrying value of $89.3 million and $0.2 million, respectively). | ||||||||
| --- | --- | ||||||||
| 2. | Represents gold and silver ounces acquired by the Company from its stream arrangements. As at September 30, 2025, the stream ounces inventory consists of 44,872 ounces of silver with a carrying value of $0.5 million (December 31, 2024 – 6,216 ounces of gold and 154,010 ounces of silver with a carrying value of $5.6 million and $1.7 million, respectively). | ||||||||
| --- | --- |
During the three months ended September 30, 2025, the Company sold gold and silver bullion from royalties received in-kind with a cost of $28.2 million (Q3 2024 – $10.1 million) for gross proceeds of $31.3 million (Q3 2024- $12.7 million), resulting in a gain on sale of gold and silver bullion of $3.1 million (Q3 2024 – $2.6 million).
During the nine months ended September 30, 2025, the Company sold gold and silver bullion from royalties received in-kind with a cost of $156.2 million (YTD 2024 – $24.2 million) for gross proceeds of $208.6 million (YTD 2024 – $29.3 million), resulting in a gain on sale of gold and silver bullion of $52.4 million (YTD 2024 – $5.1 million).
Note 8 - Other Current Assets
Other current assets comprised the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | At September 30, | | | At December 31, | | ||
| | 2025 | 2024 | |||||||
| Deposits related to the CRA audits | | | $ | 49.4 | | | $ | — | |
| Tax receivables | | | | 27.6 | | | | 8.1 | |
| Prepaid expenses | | | | 3.7 | | | | 2.5 | |
| Debt issue costs | | | 0.4 | | | 0.4 | | ||
| | | | $ | 81.1 | | | $ | 11.0 | |
Deposits related to the CRA audits represent cash on deposit totaling $44.1 million (C$66.0 million) plus accrued interest of $5.3 million (C$7.5 million). As at September 30, 2025, these amounts have been classified to current assets as the Company expects to recover the balance within twelve months as a result of the CRA Settlement, as referenced in Note 25 (b).
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 12 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 9 - 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:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Accumulated | | Impairment | | | | | | ||
| As at September 30, 2025 | Cost | depletion^(1)^ | reversal^(2)^ | Carrying value | ||||||||||
| Mining royalties | | $ | 3,178.7 | | $ | (836.7) | | $ | — | | | $ | 2,342.0 | |
| Streams | | | 5,324.0 | | | (3,640.6) | | | 4.8 | | | | 1,688.2 | |
| Energy | | | 2,084.3 | | | (919.0) | | | — | | | | 1,165.3 | |
| Advanced | | | 694.2 | | | (56.9) | | | — | | | | 637.3 | |
| Exploration | | | 272.3 | | | (18.0) | | | — | | | | 254.3 | |
| | | $ | 11,553.5 | | $ | (5,471.2) | | $ | 4.8 | | | $ | 6,087.1 | |
| 1. | Accumulated depletion includes impairment losses recognized prior to the nine months ended September 30, 2025. | |||||||||||||
| --- | --- | |||||||||||||
| 2. | Impairment reversal recognized in the nine months ended September 30, 2025. | |||||||||||||
| --- | --- | |||||||||||||
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Impairments | | | | |||||
| | | | | | Accumulated | | (losses) | | | | | | ||
| As at December 31, 2024 | Cost | depletion^(1)^ | reversals^(2)^ | Carrying value | ||||||||||
| Mining royalties | | $ | 1,818.7 | | $ | (784.4) | | $ | — | | | $ | 1,034.3 | |
| Streams | | | 4,801.5 | | | (3,528.2) | | | — | | | 1,273.3 | | |
| Energy | | | 2,055.2 | | | (857.4) | | | — | | | 1,197.8 | | |
| Advanced | | | 389.2 | | | (45.8) | | | — | | | | 343.4 | |
| Exploration | | | 267.7 | | | (17.7) | | | — | | | | 250.0 | |
| | | $ | 9,332.3 | | $ | (5,233.5) | | $ | — | | | $ | 4,098.8 | |
| 1. | Accumulated depletion includes impairment losses recognized prior to the year ended December 31, 2024. |
|---|---|
| 2. | Impairment (losses) reversals recognized in the year-ended December 31, 2024. |
| --- | --- |
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 13 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Changes in royalty, stream and working interests for the periods ended September 30, 2025 and December 31, 2024 were as follows:
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Mining | | | | | | | | | | | | ||||||
| | royalties | Streams | Energy | Advanced | Exploration | Total | |||||||||||||
| Balance at January 1, 2024 | | $ | 948.7 | | $ | 1,359.0 | | $ | 1,146.4 | | $ | 396.0 | | $ | 177.0 | | $ | 4,027.1 | |
| Additions | | | 140.3 | | | 36.2 | | | 137.0 | | | 8.9 | | | 85.0 | | 407.4 | | |
| Disposals | | (10.6) | | — | | — | | — | | — | | (10.6) | | ||||||
| Transfers | | 44.0 | | — | | — | | (36.2) | | (7.8) | | — | | ||||||
| Depletion | | (40.0) | | (121.9) | | (60.9) | | (0.2) | | — | | (223.0) | | ||||||
| Impact of foreign exchange | | (48.1) | | — | | (24.7) | | (25.1) | | (4.2) | | (102.1) | | ||||||
| Balance at December 31, 2024 | | $ | 1,034.3 | | $ | 1,273.3 | | $ | 1,197.8 | | $ | 343.4 | | $ | 250.0 | | $ | 4,098.8 | |
| | | | | | | | | | | | | | | | | | | | |
| Balance at January 1, 2025 | | $ | 1,034.3 | | $ | 1,273.3 | | $ | 1,197.8 | | $ | 343.4 | | $ | 250.0 | | $ | 4,098.8 | |
| Additions | | | 1,370.3 | | | 524.2 | | | 6.9 | | | 278.7 | | | 1.8 | | | 2,181.9 | |
| Transfers | | (4.0) | | — | | — | | 4.0 | | — | | — | | ||||||
| Impairment reversal | | | — | | | 4.8 | | — | | — | | — | | 4.8 | | ||||
| Depletion | | (54.8) | | (114.1) | | (48.6) | | (0.1) | | — | | (217.6) | | ||||||
| Impact of foreign exchange | | (3.8) | | — | | 9.2 | | 11.3 | | 2.5 | | 19.2 | | ||||||
| Balance at September 30, 2025 | | $ | 2,342.0 | | $ | 1,688.2 | | $ | 1,165.3 | | $ | 637.3 | | $ | 254.3 | | $ | 6,087.1 | |
Of the total net book value as at September 30, 2025, $4,627.0 million (December 31, 2024 – $2,962.4 million) is depletable and $1,460.1 million (December 31, 2024 – $1,136.4 million) is non-depletable.
| (b) | Impairment Reversal |
|---|
Cobre Panama
Cobre Panama currently remains in a phase of preservation and safe management (“P&SM”) with production halted since November 2023. First Quantum Minerals Ltd. (“First Quantum”) has been working with the Ministry of Commerce and Industries (“MICI”) to implement a plan that would allow for the execution of environmental and asset integrity measures during the P&SM phase of Cobre Panama (the “P&SM Plan”). On May 30, 2025, the Government of Panama, through the MICI, approved and formally instructed the execution of the P&SM Plan, including the sale of the copper concentrate that had remained on site. Exports of the copper concentrate commenced in June 2025 and were completed by the end of July 2025.
The Company determined that this was an indicator of impairment reversal and concluded that a discrete amount of the asset’s FVLCD exceeded its carrying value since the last impairment test was carried out. The Company recorded a partial impairment reversal of $4.8 million (of which $4.1 million was recorded in Q2 2025 and $0.7 million in Q3 2025) in relation to the gold and silver ounces it expects as a result of the sale of copper concentrate. The Company continues to assess its Cobre Panama stream for further indicators of impairment reversals.
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 14 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 10 - Other Assets
Other assets comprised the following:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | At September 30, | | | At December 31, | | ||
| | 2025 | 2024 | |||||||
| Energy well equipment, net | | | $ | 6.0 | | | $ | 5.6 | |
| Right-of-use assets, net | | | 4.2 | | | 4.5 | | ||
| Debt issue costs | | | | 1.1 | | | | 1.4 | |
| Furniture and fixtures, net | | | 0.8 | | | 0.4 | | ||
| Deposits related to CRA audits | | | | — | | | | 42.5 | |
| | | | $ | 12.1 | | | $ | 54.4 | |
Deposits related to CRA audits represent cash on deposit with CRA in connection with the transfer pricing Reassessments, as referenced in Note 25 (b). Following the CRA Settlement, as referenced in Note 25 (b), these amounts have been reclassified to other current assets as the Company expects to recover the balance within twelve months.
Note 11 - 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 July 22, 2025, the Company drew down $175.0 million from the Corporate Revolver to finance part of the royalty acquisition on the Arthur Gold Project, as referenced in Note 3 (a). Interest incurred of $1.2 million were capitalized to the Arthur Gold Project royalty. The Corporate Revolver was fully repaid by September 30, 2025.
As at September 30, 2025, no amounts were drawn from the Corporate Revolver. The Company has four standby letters of credit in the amount of $47.4 million (C$66.0 million) against the Corporate Revolver in relation to the audit by the CRA of its 2013-2015, and 2019 taxation years, as referenced in Note 25 (b). These standby letters of credit reduce the available balance under the Corporate Revolver.
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 15 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 12 - Revenue
Disaggregated revenue under revenue contracts with customers classified by commodity, geography and type comprised the following:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | |||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Commodity | | | | | | | | | | | | | | | | |
| Gold^(1)^ | | $ | 351.6 | | | $ | 177.6 | | | $ | 855.9 | | | $ | 495.4 | |
| Silver | | 55.4 | | | | 28.5 | | | 130.6 | | | | 81.5 | | ||
| Platinum group metals^(1)^ | | 9.5 | | | | 5.6 | | | 24.7 | | | | 21.8 | | ||
| Precious metals | | $ | 416.5 | | | $ | 211.7 | | | $ | 1,011.2 | | | $ | 598.7 | |
| Iron ore^(2)^ | | $ | 15.1 | | | $ | 12.1 | | | $ | 34.7 | | | $ | 38.9 | |
| Other mining assets | | | 2.6 | | | | 2.7 | | | | 10.0 | | | | 7.4 | |
| Other mining | | $ | 17.7 | | | $ | 14.8 | | | $ | 44.7 | | | $ | 46.3 | |
| Oil | | $ | 30.4 | | | $ | 32.5 | | | $ | 95.9 | | | $ | 94.6 | |
| Gas | | | 14.3 | | | | 8.4 | | | | 48.5 | | | | 31.5 | |
| Natural gas liquids | | | 4.7 | | | | 5.5 | | | | 15.5 | | | | 15.0 | |
| Energy | | $ | 49.4 | | | $ | 46.4 | | | $ | 159.9 | | | $ | 141.1 | |
| Revenue from royalty, stream and working interests | | $ | 483.6 | | | $ | 272.9 | | | $ | 1,215.8 | | | $ | 786.1 | |
| Interest from loans receivable | | | | | | | | | | | | | | | | |
| Interest revenue | | $ | 4.1 | | | $ | 2.8 | | | $ | 9.7 | | | $ | 5.9 | |
| Other interest income | | | — | | | | — | | | | — | | | | 0.6 | |
| | | $ | 487.7 | | | $ | 275.7 | | | $ | 1,225.5 | | | $ | 792.6 | |
| Geography | | | | | | | | | | | | | | | | |
| South America | | $ | 194.0 | | | $ | 105.5 | | | $ | 486.2 | | | $ | 299.9 | |
| Central America & Mexico | | | 85.7 | | | | 22.4 | | | | 165.6 | | | | 64.0 | |
| Canada(1)(2) | | 89.8 | | | | 49.1 | | | 227.4 | | | | 140.6 | | ||
| United States | | 59.3 | | | | 46.9 | | | 178.3 | | | | 144.9 | | ||
| Rest of World | | 58.9 | | | | 51.8 | | | 168.0 | | | | 143.2 | | ||
| | | $ | 487.7 | | | $ | 275.7 | | | $ | 1,225.5 | | | $ | 792.6 | |
| Type | | | | | | | | | | | | | | | | |
| Revenue-based royalties | | $ | 167.5 | | | $ | 113.1 | | | $ | 445.3 | | | $ | 312.8 | |
| Streams^(1)^ | | 276.9 | | | 138.6 | | | 659.0 | | | 398.6 | | ||||
| Profit-based royalties | | 33.1 | | | 11.4 | | | 86.0 | | | 43.2 | | ||||
| Interest revenue and other^(2)^ | | 10.2 | | | 12.6 | | | 35.2 | | | 38.0 | | ||||
| | | $ | 487.7 | | | $ | 275.7 | | | $ | 1,225.5 | | | $ | 792.6 | |
| 1. | For Q3 2025, revenue includes a gain of nil and a loss of $0.2 million for provisional pricing adjustments for gold and platinum group metals, respectively (Q3 2024– a gain of $0.1 million and a loss of $0.6 million, respectively). For YTD 2025, revenue includes gain of $0.1 million and $0.3 million for provisional pricing adjustments for gold and platinum group metals, respectively (YTD 2024– a gain of nil and a loss of $0.7 million, respectively). | |||||||||||||||
| --- | --- | |||||||||||||||
| 2. | For Q3 2025, revenue includes dividend income of $1.8 million from the Company’s equity investment in LIORC (Q3 2024 – $3.3 million). For YTD 2025, revenue includes dividend income of $5.4 million from the Company’s equity investment in LIORC (YTD 2024– $10.5 million). | |||||||||||||||
| --- | --- |
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 16 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 13 - Costs of Sales
Costs of sales, excluding depletion and depreciation, comprised the following:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | |||||||||||
| | | September 30, | | | September 30, | | ||||||||||
| | 2025 | | 2024 | 2025 | 2024 | |||||||||||
| Costs of stream sales | | $ | 43.2 | | | $ | 26.9 | | | $ | 106.9 | | | $ | 82.9 | |
| Mineral production taxes | | 0.9 | | | 0.6 | | | 2.3 | | | 1.8 | | ||||
| Mining costs of sales | | $ | 44.1 | | | $ | 27.5 | | | $ | 109.2 | | | $ | 84.7 | |
| Energy costs of sales | | 3.1 | | | 4.4 | | | 10.0 | | | 9.9 | | ||||
| | | $ | 47.2 | | | $ | 31.9 | | | $ | 119.2 | | | $ | 94.6 | |
Note 14 – General and Administrative Expenses
General and administrative expenses comprised the following:
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | For the three months ended September 30, | | For the nine months ended September 30, | ||||||||||||
| | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Salaries and benefits | | | $ | 2.7 | | | $ | 2.3 | | | $ | 10.3 | | | $ | 7.3 | |
| Cobre Panama arbitration expenses (Note 25 (a)) | | | | 1.2 | | | | 1.9 | | | | 5.8 | | | | 4.2 | |
| Professional fees | | | 2.2 | | | 1.5 | | | 5.0 | | | 5.2 | | ||||
| Community contributions | | | | 0.4 | | | | 0.6 | | | | 0.9 | | | | 1.0 | |
| Board of Directors' costs | | | | 0.2 | | | | 0.1 | | | | 0.4 | | | | 0.3 | |
| Office expenses | | | | 0.4 | | | | 0.2 | | | | 1.2 | | | | 0.6 | |
| Insurance costs | | | | 0.3 | | | | 0.2 | | | | 0.7 | | | | 0.7 | |
| Other expenses | | | 1.2 | | | 1.0 | | | 3.3 | | | 2.6 | | ||||
| | | | $ | 8.6 | | | $ | 7.8 | | | $ | 27.6 | | | $ | 21.9 | |
Note 15 - Share-Based Compensation Expenses
Share-based compensation expenses comprised the following:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | ||||||||||
| | | September 30, | | | September 30, | | |||||||||
| | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Stock options and restricted share units | | $ | 1.7 | | $ | 1.3 | | | $ | 4.8 | | | $ | 4.2 | |
| Deferred share units | | 6.0 | | 1.1 | | | 11.4 | | | 2.8 | | ||||
| | | $ | 7.7 | | $ | 2.4 | | | $ | 16.2 | | | $ | 7.0 | |
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.
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 17 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 16 - Related Party Disclosures
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management personnel include the Board of Directors and the executive management team.
Compensation for key management personnel of the Company was as follows:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | ||||||||||
| | | September 30, | | | September 30, | | |||||||||
| | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Short-term benefits^(1)^ | | $ | 1.0 | | $ | 0.9 | | | $ | 3.1 | | | $ | 2.8 | |
| Share-based payments^(2)^ | | 7.7 | | 1.9 | | | 14.4 | | | 6.0 | | ||||
| | | $ | 8.7 | | $ | 2.8 | | | $ | 17.5 | | | $ | 8.8 | |
| 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. | ||||||||||||||
| --- | --- |
Note 17 – Foreign Exchange Gain (Loss) and Other Income (Expenses)
Foreign exchange gain (loss) and other income (expenses) comprised the following:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | For the three months ended September 30, | | For the nine months ended September 30, | |||||||||||||
| | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Gain (loss) on derivative financial instruments | | | $ | 12.9 | | | $ | (1.0) | | | | $ | 18.5 | | | $ | (4.0) | |
| Foreign exchange gain (loss) | | | | 1.2 | | | | (0.2) | | | | | 5.6 | | | | (8.6) | |
| Other expenses | | | 0.1 | | | (0.1) | | | | (0.1) | | | (0.1) | | ||||
| | | | $ | 14.2 | | | $ | (1.3) | | | | $ | 24.0 | | | $ | (12.7) | |
The gain (loss) on derivative instruments includes the mark-to-market of financial instruments that are designed at Fair Value Through Profit and Loss. The instruments include warrants and other derivative instruments the Company holds, such as warrants in Discovery and EMX.
For the three months ended September 30, 2025 of the foreign exchange gain of $1.2 million (Q3 2024 - foreign exchange loss of $0.2 million), $1.7 million was an unrealized foreign exchange gain and $0.5 million was a realized foreign exchange loss (Q3 2024 - $0.2 million unrealized foreign exchange loss).
For the nine months ended September 30, 2025 of the foreign exchange gain of $5.6 million (YTD 2024 - foreign exchange loss of $8.6 million), $12.9 million was an unrealized foreign exchange gain and $7.3 million was a realized foreign exchange loss (YTD 2024 - $7.9 million unrealized foreign exchange loss and $0.7 million realized foreign exchange loss).
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 18 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 18 - Finance Income and Expenses
Finance income and expenses for the periods ended September 30, 2025 and 2024 were as follows:
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | For the three months ended | | | For the nine months ended | | ||||||||||
| | | | September 30, | | | September 30, | | ||||||||||
| | 2025 | 2024 | | 2025 | 2024 | | |||||||||||
| Finance income | | | | | | | | | | | | | | | | ||
| Interest | | | $ | 8.0 | | | $ | 14.9 | | | $ | 25.7 | | | $ | 47.1 | |
| | | | $ | 8.0 | | | $ | 14.9 | | | $ | 25.7 | | | $ | 47.1 | |
| Finance expenses | | | | | | | | | | | | | | | | ||
| Standby charges | | | $ | 0.6 | | | $ | 0.5 | | | $ | 1.8 | | | $ | 1.5 | |
| Amortization of debt issue costs | | | 0.1 | | | 0.2 | | | 0.3 | | | 0.4 | | ||||
| Accretion of lease liabilities | | | 0.1 | | | — | | | 0.2 | | | — | | ||||
| | | | $ | 0.8 | | | $ | 0.7 | | | $ | 2.3 | | | $ | 1.9 | |
Finance income includes interest earned on cash and cash equivalents, referenced in Note 4. Also included in finance income is accrued interest of $5.3 million (C$7.5 million) earned on the Company’s cash deposits posted with the CRA, which the Company expects to recover as a result of the CRA Settlement, as referenced in Note 25 (b). Finance expenses include fees and expenses incurred in connection with the Company’s Corporate Revolver, referenced in Note 11.
In Q3 2025, borrowing costs of $1.2 million related to the Corporate Revolver was capitalized to the Arthur Gold Project, as referenced in Note 11.
Note 19 - Income Tax Expense
Income tax expense for the periods ended September 30, 2025 and 2024 was as follows:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | For the three months ended | | | For the nine months ended | ||||||||||
| | | | September 30, | | | September 30, | ||||||||||
| | | 2025 | | 2024 | 2025 | 2024 | ||||||||||
| Current income tax expense | | | $ | 38.3 | | $ | 34.5 | | | $ | 120.4 | | | $ | 101.0 | |
| Deferred income tax expense | | | | 36.6 | | | 7.7 | | | | 82.9 | | | | 64.0 | |
| Income tax expense | | | $ | 74.9 | | $ | 42.2 | | | $ | 203.3 | | | $ | 165.0 | |
Canada Revenue Agency Audit:
The Company reached a settlement with the Canada Revenue Agency in respect of its tax dispute in connection with the 2013-2019 taxation years, as referenced in Note 25 (b).
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 19 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 20 - Shareholders’ Equity
| (a) | Share Capital |
|---|
The Company’s authorized capital stock includes an unlimited number of common shares (192,777,097 common shares issued and outstanding as at September 30, 2025) having no par value and preferred shares issuable in series (issued - nil).
Changes in share capital for the periods ended September 30, 2025 and December 31, 2024 were as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | | Number | | | | |
| | of shares | Amount | |||||
| Balance at January 1, 2024 | | 192,175,042 | | $ | 5,728.2 | | |
| Exercise of stock options | | | 71,864 | | | 3.6 | |
| Vesting of restricted share units | | | 18,340 | | | 2.7 | |
| Dividend reinvestment plan | | | 287,449 | | | 34.6 | |
| Balance at December 31, 2024 | | | 192,552,695 | | $ | 5,769.1 | |
| | | | | | | | |
| Balance at January 1, 2025 | | | 192,552,695 | | $ | 5,769.1 | |
| Exercise of stock options | | | 105,777 | | | 9.5 | |
| Vesting of restricted share units | | | 32,073 | | | 5.5 | |
| Dividend reinvestment plan | | | 86,552 | | | 15.5 | |
| Balance at September 30, 2025 | | | 192,777,097 | | $ | 5,799.6 | |
| (b) | Dividends | ||||||
| --- | --- |
For the three months ended September 30, 2025, the Company declared dividends of $0.38 per common share (Q3 2024 – $0.36). For the nine months ended September 30, 2025, the Company declared dividends of $1.14 per common share (YTD 2024– $1.08). Dividends paid in cash and through the Company’s Dividend Reinvestment Plan (“DRIP”) were as follows:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | | For the nine months ended | ||||||||||
| | | September 30, | | | September 30, | ||||||||||
| | 2025 | 2024 | 2025 | 2024 | |||||||||||
| Cash dividends | | $ | 67.3 | | $ | 61.1 | | | $ | 204.5 | | | $ | 180.3 | |
| DRIP dividends | | 6.4 | | 8.2 | | | 15.5 | | | 28.0 | | ||||
| | | $ | 73.7 | | $ | 69.3 | | | $ | 220.0 | | | $ | 208.3 | |
Note 21 - Earnings per Share ("EPS")
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended September 30, | |||||||||||||||||||
| | | 2025 | | 2024 | |||||||||||||||||
| | | | Shares | | Per Share | | | Shares | | Per Share | |||||||||||
| | | | Net income | | (in millions) | | | Amount | Net income | | (in millions) | | | Amount | |||||||
| Basic earnings per share | | | $ | 287.5 | 192.7 | | | $ | 1.49 | | | $ | 152.7 | 192.3 | | | $ | 0.79 | | ||
| Effect of dilutive securities | | | — | 0.3 | | | — | | | — | 0.2 | | | — | | ||||||
| Diluted earnings per share | | | $ | 287.5 | 193.0 | | | $ | 1.49 | | | $ | 152.7 | 192.5 | | | $ | 0.79 | |
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the nine months ended September 30, | |||||||||||||||||||
| | | 2025 | | 2024 | |||||||||||||||||
| | | | Shares | | Per Share | | | Shares | | Per Share | |||||||||||
| | | | Net income | | (in millions) | | | Amount | | Net income | | (in millions) | | | Amount | ||||||
| Basic earnings per share | | | $ | 744.4 | 192.6 | | | $ | 3.86 | | | $ | 376.7 | 192.3 | | | $ | 1.96 | | ||
| Effect of dilutive securities | | | — | 0.3 | | | — | | | — | 0.2 | | | — | | ||||||
| Diluted earnings per share | | | $ | 744.4 | 192.9 | | | $ | 3.86 | | | $ | 376.7 | 192.5 | | | $ | 1.96 | |
For the three months ended September 30, 2025, 16,345 stock options (Q3 2024 –85,246 stock options) were excluded in the computation of diluted EPS due to being anti-dilutive. For the nine months ended September 30, 2025, 4,598 stock options (YTD 2024 –1,577 stock options) were excluded in the computation of diluted EPS due to being anti-dilutive.
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 20 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 22 - Segment Reporting
Prior to Q4 2024, the Company presented two reportable segments: mining (which comprised the precious metal and other mining operating segments) and energy. Starting in Q4 2024, the Company changed to three reportable segments: precious metals, other mining and energy. The prior period amounts have been reclassified for consistency with the current period presentation.
The Company’s reportable segments for purposes of assessing performance are presented as follows:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended September 30, | ||||||||||||
| | | 2025 | ||||||||||||
| | | Precious metals | | | Other mining | | | Energy | Total | | ||||
| Revenue | | | | | | | | | | | | | | |
| Revenue from royalty, streams and working interests | | $ | 416.5 | | $ | 17.7 | | | $ | 49.4 | | $ | 483.6 | |
| Interest revenue | | | 4.1 | | | — | | | | — | | | 4.1 | |
| Total Revenue | | $ | 420.6 | | $ | 17.7 | | | $ | 49.4 | | $ | 487.7 | |
| | | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | | | |
| Costs of sales | | $ | 44.1 | | $ | — | | | $ | 3.1 | | $ | 47.2 | |
| Depletion and depreciation | | | 64.8 | | | 4.6 | | | | 17.5 | | | 86.9 | |
| Segment gross profit | | $ | 311.7 | | $ | 13.1 | | | $ | 28.8 | | $ | 353.6 | |
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended September 30, | ||||||||||||
| | | 2024 | ||||||||||||
| | | Precious metals | | | Other mining | | | Energy | Total | | ||||
| Revenue | | | | | | | | | | | | | | |
| Revenue from royalty, streams and working interests | | $ | 211.7 | | $ | 14.8 | | | $ | 46.4 | | $ | 272.9 | |
| Interest revenue | | | 2.8 | | | — | | | | — | | | 2.8 | |
| Other interest income | | | — | | | — | | | | — | | | — | |
| Total Revenue | | $ | 214.5 | | $ | 14.8 | | | $ | 46.4 | | $ | 275.7 | |
| | | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | | | |
| Costs of sales | | $ | 27.5 | | $ | — | | | $ | 4.4 | | $ | 31.9 | |
| Depletion and depreciation | | | 36.0 | | | 2.6 | | | | 15.5 | | | 54.1 | |
| Segment gross profit | | $ | 151.0 | | $ | 12.2 | | | $ | 26.5 | | $ | 189.7 | |
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 21 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the nine months ended September 30, | ||||||||||||
| | | 2025 | ||||||||||||
| | Precious metals | | | Other mining | | Energy | Total | | ||||||
| Revenue | | | | | | | | | | | | | | |
| Revenue from royalty, streams and working interests | | $ | 1,011.2 | | $ | 44.7 | | | $ | 159.9 | | $ | 1,215.8 | |
| Interest revenue | | | 9.7 | | | — | | | | — | | | 9.7 | |
| Total Revenue | | $ | 1,020.9 | | $ | 44.7 | | | $ | 159.9 | | $ | 1,225.5 | |
| | | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | | | |
| Costs of sales | | $ | 109.2 | | $ | — | | | $ | 10.0 | | $ | 119.2 | |
| Depletion and depreciation | | | 156.8 | | | 12.2 | | | | 50.0 | | | 219.0 | |
| Segment gross profit | | $ | 754.9 | | $ | 32.5 | | | $ | 99.9 | | $ | 887.3 | |
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| | | For the nine months ended September 30, | ||||||||||||
| | | 2024 | ||||||||||||
| | Precious metals | | | Other mining | | Energy | Total | | ||||||
| Revenue | | | | | | | | | | | | | | |
| Revenue from royalty, streams and working interests | | $ | 598.7 | | $ | 46.3 | | | $ | 141.1 | | $ | 786.1 | |
| Interest revenue | | | 5.9 | | | — | | | | — | | | 5.9 | |
| Other interest income | | | 0.6 | | | — | | | | — | | | 0.6 | |
| Total Revenue | | $ | 605.2 | | $ | 46.3 | | | $ | 141.1 | | $ | 792.6 | |
| | | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | | | |
| Costs of sales | | $ | 84.7 | | $ | — | | | $ | 9.9 | | $ | 94.6 | |
| Depletion and depreciation | | | 109.1 | | | 9.0 | | | | 46.7 | | | 164.8 | |
| Segment gross profit | | $ | 411.4 | | $ | 37.3 | | | $ | 84.5 | | $ | 533.2 | |
A reconciliation of total segment gross profit to consolidated net income before income taxes is presented below:
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | For the three months ended | | | For the nine months ended | | ||||||||||
| | | | September 30, | | | September 30, | | ||||||||||
| | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | ||||
| Total segment gross profit | | $ | 353.6 | | | $ | 189.7 | | | $ | 887.3 | | | $ | 533.2 | | |
| | | | | | | | | | | | | | | | | | |
| Other operating expenses (income) | | | | | | | | | | | | | | | | | |
| General and administrative expenses | | $ | 8.6 | | | $ | 7.8 | | | $ | 27.6 | | | $ | 21.9 | | |
| Share-based compensation expense | | | 7.7 | | | | 2.4 | | | | 16.2 | | | | 7.0 | | |
| Impairment reversal^(1)^ | | | (0.7) | | | | — | | | | (4.8) | | | | — | | |
| Gain on disposal of royalty interests^(1)^ | | | — | | | | — | | | | — | | | | (0.3) | | |
| Gain on sale of gold and silver bullion^(1)^ | | | (3.1) | | | | (2.6) | | | | (52.4) | | | | (5.1) | | |
| Depreciation | | | 0.1 | | | | 0.1 | | | | 0.4 | | | | 0.5 | | |
| Foreign exchange (gain) loss and other (income) expenses | | | (14.2) | | | | 1.3 | | | | (24.0) | | | | 12.7 | | |
| Income before finance items and income taxes | | $ | 355.2 | | | $ | 180.7 | | | $ | 924.3 | | | $ | 496.5 | | |
| | | | | | | | | | | | | | | | | | |
| Finance items | | | | | | | | | | | | | | | | | |
| Finance income | | $ | 8.0 | | | $ | 14.9 | | | $ | 25.7 | | | $ | 47.1 | | |
| Finance expenses | | | (0.8) | | | | (0.7) | | | | (2.3) | | | | (1.9) | | |
| Net income before income taxes | | $ | 362.4 | | | $ | 194.9 | | | $ | 947.7 | | | $ | 541.7 | | |
| 1. | Amounts were attributed to the precious metals reportable segment for the three and nine months ended September 30, 2025 and 2024. | ||||||||||||||||
| --- | --- |
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 22 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 23 - Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Quoted prices in | Significant other | Significant | | ||||||||||
| | | active markets for | | observable | | unobservable | | | | |||||
| | | identical assets | | inputs | | inputs | | | Aggregate | |||||
| As at September 30, 2025 | | (Level 1) | | (Level 2) | | (Level 3) | | | fair value | |||||
| Equity investments | | $ | 742.2 | | $ | — | | $ | 11.8 | | | $ | 754.0 | |
| Warrants | | — | | 20.2 | | — | | | 20.2 | | ||||
| Receivables from provisional concentrate sales | | | — | | | 5.1 | | | — | | | | 5.1 | |
| | | $ | 742.2 | | $ | 25.3 | | $ | 11.8 | | | $ | 779.3 | |
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Quoted prices in | Significant other | Significant | | ||||||||||
| | | active markets for | | observable | | unobservable | | | | |||||
| | | identical assets | | inputs | | inputs | | | Aggregate | |||||
| As at December 31, 2024 | | (Level 1) | | (Level 2) | | (Level 3) | | | fair value | |||||
| Equity investments | | $ | 316.8 | | $ | — | | $ | 8.0 | | | $ | 324.8 | |
| Warrants | | — | | 0.7 | | — | | | 0.7 | | ||||
| Receivables from provisional concentrate sales | | | — | | | 2.6 | | | — | | | | 2.6 | |
| | | $ | 316.8 | | $ | 3.3 | | $ | 8.0 | | | $ | 328.1 | |
As at September 30, 2025 the carrying values of the G Mining Ventures Term Loan and EMX Term Loan which are measured at amortized cost approximated their fair values. The carrying values of the Company’s remaining financial assets and liabilities, which include cash and cash equivalents, receivables, accounts payable and accrued liabilities approximated their fair values due to their short-term nature or negligible expected credit losses (“ECL”).
There were no transfers between the levels of the fair value hierarchy during the nine months ended September 30, 2025.
The Company has not offset financial assets with financial liabilities.
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 23 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
Note 24 - Commitments
(a) Purchase Commitments
The following table summarizes the Company’s commitments to pay for gold, silver and PGM pursuant to the associated precious metal agreements as at September 30, 2025:
| | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Attributable payable | | | | | | | | | | | | | | | |||||
| | | production to be purchased | | Per ounce cash payment ^(1),(2)^ | | | Term of | | Date of | ||||||||||||
| Interest | Gold | Silver | PGM | Gold | Silver | PGM | agreement^(3)^ | contract | |||||||||||||
| Antamina | — | % | 22.5 | % ^(4)^ | — | % | | n/a | | | 5 | % ^(5)^ | | n/a | | 40 years | | 7-Oct-15 | | ||
| Antapaccay | — | % ^(6)^ | — | % ^(7)^ | — | % | 20 | % ^(8)^ | | 20 | % ^(9)^ | | n/a | | 40 years | | 10-Feb-16 | | |||
| Candelaria | 68 | % ^(10)^ | 68 | % ^(10)^ | — | % | $ | 400 | | $ | 4.00 | | | n/a | | 40 years | | 6-Oct-14 | | ||
| Cascabel | | 14 | % ^(11)^ | — | % | — | % | | 20 | % ^(12)^ | | n/a | | | n/a | | | 40 years | | 15-Jul-24 | |
| Cooke 4 | 7 | % | — | % | — | % | $ | 400 | | | n/a | | | n/a | | 40 years | | 5-Nov-09 | | ||
| Cobre Panama Fixed Payment Stream | — | % ^(13)^ | — | % ^(14)^ | — | % | $ | 418 | ^(15)^ | $ | 6.27 | ^(16)^ | | n/a | | 40 years | | 19-Jan-18 | | ||
| Cobre Panama Floating Payment Stream | | — | % ^(17)^ | — | % ^(18)^ | — | % | | 20 | % ^(19)^ | | 20 | % ^(20)^ | | n/a | | 40 years | | 19-Jan-18 | | |
| Condestable | | — | % ^(21)^ | — | % ^(22)^ | — | % | | 20 | % ^(23)^ | | 20 | % ^(24)^ | | n/a | | 40 years | | 27-Mar-24 | | |
| Guadalupe-Palmarejo | 50 | % | — | % | — | % | $ | 800 | | | n/a | | | n/a | | 40 years | | 2-Oct-14 | | ||
| Karma | 4.875 | % | — | % | — | % | 20 | % ^(25)^ | | n/a | | | n/a | | 40 years | | 11-Aug-14 | | |||
| New Prosperity | | 22 | % ^(26)^ | — | % | — | % | $ | 400 | ^(27)^ | | n/a | | | n/a | | 40 years | | 12-May-10 | | |
| Sabodala | — | % ^(28)^ | — | % | — | % | 20 | % ^(29)^ | | n/a | | | n/a | | 40 years | | 25-Sep-20 | | |||
| Sudbury ^(30)^ | 50 | % | — | % | 50 | % | $ | 400 | | | n/a | | $ | 400 | | 40 years | | 15-Jul-08 | | ||
| Tocantinzinho | 12.5 | % ^(31)^ | — | % | — | % | | 20 | % ^(32)^ | | n/a | | | n/a | | 40 years | | 18-Jul-22 | | ||
| Western Limb | — | % ^(33)^ | — | % | 1 | % ^(34)^ | | 5 | % ^(35)^ | | n/a | | | 5 | % | 40 years | | 28-Feb-25 | |
| 1 | Subject to an annual inflationary adjustment except for Antamina, Antapaccay, Cascabel, Guadalupe-Palmarejo, Karma, Sabodala, Tocantinzinho and Western Limb. |
|---|---|
| 2 | Should the prevailing market price for gold be lower than this amount, the per ounce cash payment will be reduced to the prevailing market price. |
| --- | --- |
| 3 | Subject to successive extensions. |
| --- | --- |
| 4 | Subject to a fixed payability of 90%. Percentage decreases to 15% after 86 million ounces of silver has been delivered under the agreement. |
| --- | --- |
| 5 | Purchase price is 5% of the average silver price at the time of delivery. |
| --- | --- |
| 6 | Gold deliveries are referenced to copper in concentrate shipped with 300 ounces of gold delivered for each 1,000 tonnes of copper in concentrate shipped, until 630,000 ounces of gold has been delivered. Thereafter, percentage is 30% of gold shipped. |
| --- | --- |
| 7 | Silver deliveries are referenced to copper in concentrate shipped with 4,700 ounces of silver delivered for each 1,000 tonnes of copper in concentrate shipped, until 10.0 million ounces of silver has been delivered. Thereafter, percentage is 30% of silver shipped. |
| --- | --- |
| 8 | Purchase price is 20% of the spot price of gold until 750,000 ounces of gold have been delivered, thereafter the purchase price is 30% of the spot price of gold. |
| --- | --- |
| 9 | Purchase price is 20% of the spot price of silver until 12.8 million ounces of silver have been delivered, thereafter the purchase price is 30% of the spot price of silver. |
| --- | --- |
| 10 | Percentage decreases to 40% after 720,000 ounces of gold and 12.0 million ounces of silver have been delivered under the agreement. |
| --- | --- |
| 11 | Percentage decreases to 8.4% after 525,000 ounces of gold have been delivered to Franco-Nevada (Barbados) Corporation under the agreement. |
| --- | --- |
| 12 | Purchase price is 20% of the spot price of gold at the time of delivery. |
| --- | --- |
| 13 | Gold deliveries are indexed to copper in concentrate produced from the project. 120 ounces of gold per every 1 million pounds of copper produced until 808,000 ounces of gold delivered. Thereafter, 81 ounces of gold per 1 million pounds of copper produced until 1,716,188 ounces of gold delivered. Thereafter, 63.4% of the gold in concentrate. |
| --- | --- |
| 14 | Silver deliveries are indexed to copper in concentrate produced from the project. 1,376 ounces of silver per every 1 million pounds of copper produced until 9,842,000 ounces of silver delivered. Thereafter 1,776 ounces of silver per 1 million pounds of copper produced until 29,731,000 ounces of silver delivered. Thereafter, 62.1% of the silver in concentrate. |
| --- | --- |
| 15 | After 1,341,000 ounces of gold delivered, purchase price is the greater of 50% of spot and $418.27 per ounce, subject to an annual inflationary adjustment. As the mill throughput for 30 consecutive days commensurate with annual capacity of 58 million tonnes per annum was not reached by January 1, 2019, Franco-Nevada received a reduction of the applicable fixed gold price of $100 per ounce until the end of Q2 2023. |
| --- | --- |
| 16 | After 21,510,000 ounces of silver delivered, purchase price is the greater of 50% of spot and $6.27 per ounce, subject to an annual inflationary adjustment. |
| --- | --- |
| 17 | Gold deliveries are indexed to copper in concentrate produced from the project. 30 ounces of gold per every 1 million pounds of copper produced until 202,000 ounces of gold delivered. Thereafter 20.25 ounces of gold per 1 million pounds of copper produced until 429,047 ounces of gold delivered. Thereafter, 15.85% of the gold in concentrate. |
| --- | --- |
| 18 | Silver deliveries are indexed to copper in concentrate produced from the project. 344 ounces of silver per every 1 million pounds of copper produced until 2,460,500 ounces of silver delivered. Thereafter, 444 ounces of silver per 1 million pounds of copper produced until 7,432,750 ounces of silver delivered. Thereafter 15.53% of the silver in concentrate. |
| --- | --- |
| 19 | After 604,000 ounces of gold delivered, purchase price is 50% of the spot price of gold. As the mill throughput for 30 consecutive days commensurate with annual capacity of 58 million tonnes per annum was not reached by January 1, 2019, Franco-Nevada received a reduction of the applicable floating gold price of $100 per ounce until the end of Q2 2023. |
| --- | --- |
| 20 | After 9,618,000 ounces of silver delivered, purchase price is 50% of the spot price of silver. |
| --- | --- |
| 21 | Gold deliveries are fixed at 8,760 ounces per annum from January 1, 2021 to December 31, 2025. Thereafter, 63% of the gold in concentrate until a cumulative total of 87,600 ounces of gold delivered. Thereafter, 37.5% of the gold in concentrate. |
| --- | --- |
| 22 | Silver deliveries are fixed at 291,000 ounces per annum from January 1, 2021 to December 31, 2025. Thereafter, 63% of the silver in concentrate until a cumulative total of 2,910,000 ounces of silver delivered. Thereafter, 37.5% of the silver in concentrate. |
| --- | --- |
| 23 | Purchase price is 20% of the spot price of gold at the time of delivery. |
| --- | --- |
| 24 | Purchase price is 20% of the spot price of silver at the time of delivery. |
| --- | --- |
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 24 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
| 25 | Purchase price is 20% of the average gold price at the time of delivery. |
|---|---|
| 26 | Franco-Nevada has the right to acquire a 22% gold stream on New Prosperity for $350.0 million. |
| --- | --- |
| 27 | Purchase price is subject to a 1% increase, compounding annually, that commenced in May 2014. |
| --- | --- |
| 28 | Based on amended agreement with an effective date of September 1, 2020, gold deliveries are fixed at 783.33 ounces per month until 105,750 ounces of gold is delivered. Thereafter, percentage is 6% of gold production (subject to reconciliation after fixed delivery period to determine if Franco-Nevada would have received more or less than 105,750 ounces of gold under the original 6% variable stream for such period, entitling the operator to a credit for an over-delivery applied against future stream deliveries or a one-time additional delivery to Franco-Nevada for an under-delivery). |
| --- | --- |
| 29 | Purchase price is 20% of prevailing market price at the time of delivery. |
| --- | --- |
| 30 | The Company is committed to purchase 50% of the precious metals contained in ore from the properties. Payment is based on gold equivalent ounces. For McCreedy West, effective June 1, 2021, purchase price per gold equivalent ounce is determined based on the monthly average gold spot price: (i) when the gold spot price is less than $800 per ounce, the purchase price is the prevailing monthly average gold spot price; (ii) when the gold spot price is greater than $800 per ounce but less than $1,333 per ounce, the purchase price is $800 per ounce; (iii) when the gold spot price is greater than $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. |
| --- | --- |
| 31 | Percentage decreases to 7.5% after 300,000 ounces of gold have been delivered under the agreement. |
| --- | --- |
| 32 | Purchase price is 20% of the spot price of gold at the time of delivery. |
| --- | --- |
| 33 | Gold deliveries are referenced to platinum, palladium, rhodium and gold (“4E”) ounces contained in concentrate with deliveries of gold ounces initially equal to 1.1% of 4E PGM ounces contained in concentrate, until 87,500 ounces of gold delivered. Thereafter, deliveries of gold ounces equal to 0.75% of 4E PGM ounces contained in concentrate, until a total of 237,000 ounces of gold delivered. Thereafter, 80.0% of gold contained in concentrate. |
| --- | --- |
| 34 | Percentage increases to 2.1% of platinum contained in concentrate after 48,000 ounces of platinum delivered. Platinum deliveries are capped at 294,000 ounces of platinum. |
| --- | --- |
| 35 | After 237,000 ounces of gold delivered, purchase price is 10% of the spot price of gold. |
| --- | --- |
(b) Capital Commitments
As at September 30, 2025, the Company has the following investment commitments with respect to the Company’s royalty and stream interests:
| | | | | | |
|---|---|---|---|---|---|
| Asset | | Commitment | | Obligating Event | |
| Cascabel stream | | $478.3 million | | Without limitation, completion of key development milestones, receipt of all material permits, a construction decision approved by the board of directors of SolGold plc, and availability of the remainder of the required project financing | |
| Royalty Acquisition Venture with Continental | | $39.3 million | | Acquisition of mineral rights acquired through the Royalty Acquisition Venture with Continental, triggering funding requirements by the Company | |
| Yanacocha royalty | | 118,534 Franco-Nevada common shares (equivalent to $15.0 million at closing) | | Achievement of commercial production and receipt of royalty payments from the Conga project for a full year within 20 years of the August 13, 2024 purchase agreement | |
| Copper World royalty | | $12.5 million | | 50% of commitment payable upon the project having all necessary permits and approvals and being free of legal challenges. 50% of commitment payable upon Franco-Nevada receiving royalty payments from the operator. Proportionate reduction of such contingent payments for a smaller-scale mine having anticipated life of mine production of copper contained in concentrate between 550,000 short tons and 1,703,000 short tons | |
| Salares Norte (Rio Baker) royalty | | $8.0 million | | Receipt of Rio Baker royalty payments (excluding proceeds from the exercise by Gold Fields Limited of a partial buy-back option on the royalty) in excess of $15 million | |
| Royalty with EMX Royalty Corporation | | $4.9 million | | Sourcing by EMX of newly created precious metals and copper royalties meeting specified criteria within three years of the June 27, 2023 joint acquisition agreement | |
| Eskay Creek royalty | | C$4.5 million | | Skeena Resources having obtained mineral and surface rights to the materials contained in the Albino Lake storage facility, and such materials containing at least 300,000 ounces of contained gold that are contemplated to be mined in a mine plan approved by the board of Skeena Resources | |
| Gold Quarry | | $1.0 million | | An increase in the minimum annual royalty amount during any calendar year preceding January 1, 2030 | |
| | |
|---|---|
| 2025 Third Quarter Financial Statements | 25 |
Franco-Nevada Corporation
| Notes to the Condensed Consolidated Financial Statements |
For the three and nine months ended September 30, 2025 and 2024
(expressed in millions of U.S. dollars, except per share amounts, unless otherwise noted)
In addition to the table above, the Company has commitments related to environmental and social initiatives in connection with its acquisition of royalty and stream interests.
Note 25 - Contingencies
| (a) | Cobre Panama |
|---|
On June 18, 2025, Franco-Nevada agreed to suspend its arbitration proceeding against the Government of Panama. Franco-Nevada had previously filed a request for arbitration under the Canada-Panama Free Trade Agreement to the International Centre for Settlement of Investment Disputes on June 27, 2024.
| (b) | Canada Revenue Agency Audit |
|---|
Settlement of Canada Revenue Agency Transfer Pricing Tax Dispute
From December of 2018 to November of 2024, the Company received Notices of Reassessment from the CRA for taxation years 2013 to 2019 (the “Reassessments”) in relation to its Mexican and Barbadian subsidiaries. The reassessments were made on the basis of the transfer pricing provisions in the Income Tax Act (Canada) (the “Act”) and asserted that a majority of the income earned by the Mexican and Barbadian subsidiaries should have been included in the income of the Company and subject to tax in Canada. The Reassessments resulted in $201.4 million (C$280.3 million) of additional Federal and provincial income taxes, transfer pricing penalties, and interest and other penalties.
The Company filed formal Notices of Objection with the CRA against the Reassessments and commenced an appeal in the Tax Court of Canada with respect to the Reassessments for the 2013-2015 taxation years. The Company also posted security for 50% of the reassessed amounts in the form of cash totaling $44.1 million (C$61.4 million) and standby letters of credit totaling $47.4 million (C$66.0 million), as referenced in Note 8 and Note 11 respectively.
On September 11, 2025, the Company reached a settlement with the CRA (the “CRA Settlement”) which provides for a final resolution of the Company’s tax dispute in connection with the Reassessments.
CRA Settlement Highlights:
| ● | The CRA Settlement will not require the payment of any tax in Canada on the foreign earnings of the Company’s Barbadian and Mexican subsidiaries for the 2013 to 2019 taxation years. |
|---|---|
| ● | The service fee charged by the Company for certain services provided to the Barbadian and Mexican subsidiaries will be adjusted to increase the mark-up applied to the Company’s cost of providing those services from the current range of 7-20% to 30%. |
| --- | --- |
| ● | The additional service fee will result in the Company being subjected to Canadian tax on additional income of C$1.4 million in Canada for the 2013 to 2019 taxation years. After the application of non-capital losses, the Company does not anticipate any additional cash taxes will arise in respect of these years as a result of the CRA Settlement. |
| --- | --- |
| ● | Transfer pricing penalties reflected in the Reassessments will be reversed. The interest charges reflected in the Reassessments will be reduced and adjusted consequentially to the adjustments described above. |
| --- | --- |
| ● | The CRA Settlement is not legally binding on the CRA for years after 2019, however, the Company believes the transfer pricing principles established by the CRA Settlement will apply to years after 2019, including the 2020 and 2021 taxation years which are currently under audit, provided there are no material changes to the facts or law. |
| --- | --- |
The CRA will issue revised Notices of Reassessment to the Company to reflect the adjustments under the CRA Settlement. In addition, the Company expects that the amounts that were posted as security for the Reassessments in the form of cash totaling $44.1 million (C$61.4 million) will be refunded plus interest of approximately $5.3 million (C$7.5 million), which has been accounted for in the period, and standby letters of credit totaling $47.4 million (C$66.0 million) will be cancelled.
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| 2025 Third Quarter Financial Statements | 26 |
***
Exhibit 99.4
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Paul Brink, President & Chief Executive Officer of Franco-Nevada Corporation, certify the following:
- Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Franco-Nevada Corporation (the “issuer”) for the interim period ended September 30, 2025.
- No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
- Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
- Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
- Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control — Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
5.2 N/A
5.3 N/A
- Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 3, 2025
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| /s/ Paul Brink | | ||
| Paul Brink, President & Chief Executive Officer | | ||
| Franco-Nevada Corporation | |
Exhibit 99.5
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Sandip Rana, Chief Financial Officer of Franco-Nevada Corporation, certify the following:
- Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Franco-Nevada Corporation (the “issuer”) for the interim period ended September 30, 2025.
- No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
- Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
- Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
- Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings:
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control — Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
5.2 N/A
5.3 N/A
- Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on July 1, 2025 and ended on September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: November 3, 2025
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| /s/ Sandip Rana | | |
| Sandip Rana, Chief Financial Officer | | |
| Franco-Nevada Corporation | |