UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of August 2022

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 ⌧

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ◻

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ◻

The information contained in Exhibits 99.2 and 99.3 of this Form 6-K is hereby incorporated by reference into the registrant’s registration statements on Form F-3 (file no. 333-264906), on Form S-8 (file no. 333-176856) and on Form F-10 (file no. 333-264971).

INDEX TO EXHIBITS


99.1	Press Release dated August 10, 2022 – Franco-Nevada Reports Record Q2 Results

99.2	Management’s Discussion and Analysis for the three and six months ended June 30, 2022

99.3	Interim Consolidated Financial Statements for the three and six months ended June 30, 2022

99.4	Certification of Chief Executive Officer

99.5	Certification of Chief Financial Officer

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

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Labels Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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

SIGNATURE

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

	FRANCO-NEVADA CORPORATION


	/s/ Lloyd Hong
Date: August 10, 2022	Lloyd Hong

	Chief Legal Officer & Corporate Secretary

Exhibit 99.1

NEWS RELEASE

Toronto, August 10, 2022

(in U.S. dollars unless otherwise noted)

Franco-Nevada Reports Record Q2 Results

Portfolio Outperforms

“We are proud to report record quarterly and half-year results on many financial metrics,” stated Paul Brink, CEO. “The low-risk nature of our business is most pronounced in today’s inflationary environment. Our top-line precious metal stream and royalty interests helped generate our highest margins since starting streaming. Our Energy assets performed well and are the driver behind our record revenues. We are pleased to add exposure to the construction-ready Tocantinzinho gold project and to have received good organic growth news from several of our assets during the quarter, in particular the further expansion of the Detour Lake mine. Franco-Nevada is debt-free and is growing its cash balances.”


		H1 2022		Q2 2022
	H1 results	vs	Q2 results	vs
		H1 2021		Q2 2021
Total GEOs¹ sold (including Energy)	369,666 GEOs	+0%	191,052 GEOs	-1%
Precious Metal GEOs¹ sold	260,201 GEOs	-11%	131,574 GEOs	-10%
Revenue	$691.1 million	+5%	$352.3 million	+1%
Net income	$378.5 million ($1.98/share)	+9%	$196.5 million ($1.03/share)	+12%
Adjusted Net Income²	$373.0 million ($1.95/share)	+9%	$195.8 million ($1.02/share)	+7%
Adjusted EBITDA²	$587.8 million ($3.07/share)	+6%	$301.2 million ($1.57/share)	+4%
Margin²	85.1%	+1%	85.5%	+2%

Strong Financial Position

●

Earned record revenue, Adjusted Net Income and Adjusted EBITDA in Q2 and H1 2022

●

No debt and $1.9 billion in available capital as at June 30, 2022

●

Generated $257.3 million in operating cash flow for the quarter

●

Quarterly dividend of $0.32/share

Sector-Leading ESG

●

Ranked #1 gold company by Sustainalytics, AA by MSCI and Prime by ISS ESG

●

Named on the Corporate Knights’ 2022 list of the Best 50 Corporate Citizens in Canada

●

Committed to the World Gold Council’s “Responsible Gold Mining Principles”

●

Partnering with our operators on community and ESG initiatives

●

Goal of 40% diverse representation at the Board and top leadership levels as a group by 2025

Diverse, Long-Life Portfolio

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Most diverse royalty and streaming portfolio by asset, operator and country

●

Core assets outperforming since time of acquisition

●

Long-life reserves and resources

Growth and Optionality

●

Acquisitions, mine expansions and new mines driving future growth

●

Long-term optionality in gold, copper and nickel and to some of the world’s great mineral endowments

●

Strong pipeline of precious metal opportunities


Quarterly revenue and GEOs sold by commodity
	Q2 2022			Q2 2021
	GEOs Sold	Revenue		GEOs Sold	Revenue
	#	(in millions)		#	(in millions)
PRECIOUS METALS
Gold	102,714	$	190.7	109,064	$	194.9
Silver	19,456		35.8	24,884		45.0
PGMs	9,404		17.3	11,989		22.0
	131,574	$	243.8	145,937	$	261.9
DIVERSIFIED
Iron ore	7,769	$	14.6	20,415	$	36.9
Other mining assets	1,322		2.4	504		1.0
Oil	25,342		46.2	13,660		25.3
Gas	20,939		37.9	9,656		17.9
NGL	4,106		7.4	2,207		4.1
	59,478	$	108.5	46,442	$	85.2
	191,052	$	352.3	192,379	$	347.1


Year-to-date revenue and GEOs sold by commodity
	H1 2022			H1 2021
	GEOs Sold	Revenue		GEOs Sold	Revenue
	#	(in millions)		#	(in millions)
PRECIOUS METALS
Gold	202,545	$	378.2	216,069	$	384.9
Silver	40,857		76.9	52,350		92.7
PGMs	16,799		31.5	23,487		41.5
	260,201	$	486.6	291,906	$	519.1
DIVERSIFIED
Iron ore	18,262	$	33.9	23,216	$	41.9
Other mining assets	1,885		3.5	1,309		2.6
Oil	45,518		85.2	28,585		51.2
Gas	36,081		67.4	18,134		32.3
NGL	7,719		14.5	4,966		8.9
	109,465	$	204.5	76,210	$	136.9
	369,666	$	691.1	368,116	$	656.0

In Q2 2022, we earned $352.3 million in revenue, up 1.5% from Q2 2021. The growth was primarily driven by higher realized oil and gas prices from our Energy assets. These more than offset the decrease in Precious Metal revenue and resulted in 69.2% of our revenue being sourced from Precious Metal assets (54.1% gold, 10.2% silver, 4.9% PGM). Revenue was sourced 91.7% from the Americas (25.3% South America, 24.1% Central America & Mexico, 25.1% U.S. and 17.2% Canada).

Environmental, Social and Governance (ESG) Updates

During the quarter, Franco-Nevada was named on the Corporate Knights’ 2022 list of the Best 50 Corporate Citizens in Canada. As part of the Tocantinzinho transaction, we committed to $1 million of environmental and community-support programs over 4 years and we continue to expand our community engagement and contributions with existing partners.

Portfolio Additions

●

Financing Package with G Mining Ventures on the Tocantinzinho Gold Project: As previously announced on July 18, 2022, we acquired, through our wholly-owned subsidiary, Franco-Nevada (Barbados) Corporation (“FNBC”), a gold stream with reference to production from the Tocantinzinho project, owned by G Mining Ventures Corp. (“G Mining Ventures”) and located in Pará State, Brazil (the “Stream”). FNBC will provide a deposit of $250 million. Additionally, through one of our wholly-owned subsidiaries, we agreed to provide G Mining Ventures with a $75.0 million secured term loan (the “Term Loan”). We also subscribed for $27.5 million of G Mining Ventures’ common shares (“G Mining Common Shares”).

●

Acquisition of Caserones Royalty in Chile: On April 14, 2022, we acquired, through a wholly-owned subsidiary, an effective 0.4582% NSR on JX Nippon Mining & Metals Group’s producing Caserones copper-molybdenum mine located in the Atacama Region of northern Chile for an aggregate purchase price of $37.4 million. Franco-Nevada is entitled to royalty payments in respect of the period commencing January 1, 2022. The last quarterly distribution attributable to Franco-Nevada was $1.2 million.

Q2 2022 Portfolio Updates

Precious Metal assets: GEOs from our Precious Metal assets were 131,574, compared to 145,937 GEOs sold in Q2 2021. Higher contributions from Hemlo, Gold Quarry and Subika (Ahafo) were more than offset by lower deliveries from Antamina, Guadalupe, Goldstrike and Stillwater.

South America:

●

Candelaria (gold and silver stream) – GEOs delivered and sold in Q2 2022 were consistent with Q2 2021. On August 1, 2022, Lundin Mining reported that a sinkhole was detected near its Minera Ojos del Salado operation in Chile. As a preventive measure, development work in an area of the Alcaparrosa underground mine, which is part of the Minera Ojos del Salado operation and contributes approximately 5% to the overall ore processed annually by Candelaria, was temporarily suspended. Lundin Mining reported that it does not expect this event to impact annual guidance for Candelaria.

●

Antapaccay (gold and silver stream) – GEOs delivered and sold were lower in Q2 2022 compared to Q2 2021 due to anticipated lower grades in 2022 and a temporarily elevated strip ratio.

●

Antamina (22.5% silver stream) – GEOs delivered and sold were lower in Q2 2022 compared to Q2 2021. As expected, silver ounces sold decreased in the current quarter compared to the prior year period when silver production was particularly strong. In addition, the decrease in GEOs reflects a less favourable GEO conversion ratio when compared to the 2021 period.

●

Cascabel (1% royalty) – In May 2022, SolGold provided an updated mineral resource estimate for its Tandayama-America deposit at the Cascabel project. The Mineral Resource was updated to 528.5 million tonnes at 0.36% copper equivalent for 1.27 million tonnes of copper, and 3.16 million ounces of gold in the Measured and Indicated categories, representing an increase in contained metal of approximately 0.74 million tonnes of copper and 1.96 million ounces of gold compared to the maiden mineral resource estimate.

Central America & Mexico:

●

Cobre Panama (gold and silver stream) – Cobre Panama delivered record copper production of 90,778 tonnes in Q2 2022 and achieved a record mill throughput of 21.2 million tonnes, attributable to increased plant stability and continuous improvement projects. GEOs sold were relatively consistent with those sold in Q2 2021 due to the timing of shipments. On July 26, 2022, First Quantum reported that Panama has been experiencing civil unrest, largely focused on temporary blockades to transport routes in the main cities. Production at Cobre Panama has been undisrupted and First Quantum continues to monitor the situation closely.

●

Guadalupe-Palmarejo (50% gold stream) – GEOs sold from Guadalupe-Palmarejo decreased in Q2 2022 compared to the same quarter in 2021, with a lower proportion of production being sourced from ground covered by our stream and timing of deliveries.

●

Milpillas ($0.04/lb copper royalty) – In August 2022, Industrias Peñoles announced that mining, crushing and ore deposit activities resumed at the Milpillas copper mine. Operations were suspended in Q2 2020 as a result of low copper prices.

U.S.:

●

Stillwater (5% royalty) – GEOs from Stillwater decreased compared to Q2 2021 due to lower realized palladium and platinum prices. In June 2022, Sibanye-Stillwater reported a significant flood event which affected its U.S. PGM operations. Sibanye-Stillwater estimates that operations at the mine will remain suspended for part of Q3 2022 before safe access to the mine is restored and production can resume.

●

Copper World/East Pit (Rosemont) (2.085% royalty) – In May 2022, Hudbay announced that the U.S. Court of Appeals affirmed a prior ruling to vacate and remand the U.S. Forest Service’s Final Record of Decision for the Rosemont project. While Hudbay is reviewing the decision, it is continuing to advance its Copper World project and in July 2022, filed a Preliminary Economic Assessment outlining a two-phase mine plan. Hudbay is currently advancing a pre-feasibility study and expects to submit applications for key state-level permits for Phase I in H2 2022. Phase I reflects a standalone operation on private land and patented mining claims.

●

Marigold (0.5-5% royalties) – SSR Mining reported that Marigold is progressing towards a strong second half of the year, with higher grade ore expected to be accessed in the second and third quarters of 2022.

●

Stibnite (1.7% royalty) – Perpetua Resources announced that permitting continues to progress at its Stibnite Gold project. Perpetua Resources received the Clean Air Act Permit to Construct, its first permit for the project.

Canada:

●

Detour Lake (2% royalty) – In Q2 2022, Agnico Eagle reported that it completed a technical evaluation which extended the expected mine life of Detour by 10 years to 2052 and increased gold reserves by 38% to 20.4 million ounces of gold (835.1 million tonnes at 0.76 grams per tonne of gold). Agnico Eagle is also evaluating the potential to expand operations to 32 million tonnes per year, develop an underground mining operation, and increase production to 1.0 million ounces or more per year.

●

Hemlo (3% royalty & 50% NPI) – Revenue from Hemlo was significantly higher than in Q2 2021 reflecting an increase in production on royalty lands and an improvement in operating costs. Barrick expects continued underground productivity improvements throughout 2022.

●

Brucejack (1.2% royalty) – In March 2022, Newcrest Mining completed its acquisition of Pretium and the Brucejack mine and, in June 2022, reported that its three-phase transformation program, which aims to optimize operations and grow the mineral resource, is progressing well.

●

Kirkland Lake (1.5-5.5% royalty & 20% NPI) – Agnico Eagle reported that the focus at Macassa remains on completing Shaft #4 infrastructure, which is expected to occur close to year-end 2022, and ramping up production. At the Amalgamated Kirkland deposit, two underground and two surface drills are working to infill and expand the existing mineral resource. Agnico Eagle is evaluating the deposit as a potential ore source for the Macassa mine. Franco-Nevada has multiple royalties at Macassa that include Amalgamated Kirkland.

●

Canadian Malartic (1.5% royalty) – Agnico Eagle reported that the Odyssey underground project, which is expected to extend the life of the complex to at least 2039, is progressing on schedule and on budget, with initial pre-commercial production expected near the end of Q1 2023. Recent drilling has extended the East Gouldie deposit from the current mineral resource outline.

●

Island Gold (0.62% royalty) – In June 2022, Alamos Gold reported the results of the Phase 3+ expansion study, which outlined average annual gold production of 287,000 ounces starting in 2026, an 18-year mine life to 2039 while operating at 20% higher production rates of 2,400 tonnes per day, and a 43% increase in mineable resource to 4.6 million ounces of gold grading 10.59 grams per tonne. Completion of the Phase 3+ expansion is expected in 2026.

●

Greenstone (Hardrock) (3% royalty) – In July 2022, Equinox Gold reported that construction of the project is on schedule and budget. The Greenstone project is 35% complete and expected to pour first gold in H1 2024.

●

Valentine Lake (2% royalty) – In July 2022, Marathon Gold reported an updated Mineral Resource estimate of 4.0 million ounces of gold (64.6 million tonnes at 1.90 grams per tonne of gold), representing an increase of 26% in ounces, 14% in tonnes, and 10% in grade compared to the previous estimate.

●

Ring of Fire (1-3% royalties) – On May 4, 2022, following the acquisition of Noront Resources by Wyloo Metals, we received $42.7 million as full repayment of the loan we extended to Noront in April 2015. We continue to own several royalties over Wyloo’s property in the Ring of Fire.

Rest of World:

●

Tasiast (2% royalty) – Kinross reported that the process plant averaged 21,000 tonnes per day during June 2022 and that the second phase of the Tasiast 24k project, which aims to reach throughput of 24,000 tonnes per day by mid-2023, is continuing to progress on schedule.

●

Subika (2% royalty) – Newmont announced that it had reduced 2022 production guidance for Ahafo by 80,000 ounces from 650,000 ounces due to challenges related to labor availability and supply chain disruptions.

●

Séguéla (1.2% royalty) – Fortuna Silver Mines reported that construction activities are progressing on time and on budget with the overall project 64% complete as of June 30, 2022, with first gold pour expected in mid-2023.

Diversified assets: Our Diversified assets, primarily comprising our Iron Ore and Energy interests, generated $108.5 million in revenue, up from $85.2 million in Q2 2021. The increase is primarily due to higher realized oil and gas prices relating to our Energy assets.

Iron Ore:

●

Vale Royalty (iron ore royalty) – We recorded $10.1 million in revenue from our Vale Royalty compared to $28.0 million in Q2 2021. Due to the timing of the acquisition of the Vale royalty, which closed in April 2021, revenue recorded in Q2 2021 included two quarters’ worth of royalties.

●

LIORC – LIORC declared a cash dividend of C$0.90 per common share, reflecting lower iron ore prices, compared to C$1.75 per common share in Q2 2021. Iron Ore Company of Canada reported significant capital expenditures to upgrade existing infrastructure at the Carol Lake mine.

Energy:

●

Marcellus (1% royalty) – Revenue from the Marcellus asset increased compared to Q2 2021. Revenues benefited from significantly higher NGL and natural gas prices, partly offsetting a slight decrease in production.

●

Haynesville (various royalty rates) – Revenue from the Haynesville portfolio increased compared to Q2 2021, reflecting current high NGL and natural gas prices and production from high royalty rate wells.

●

SCOOP/STACK (various royalty rates) – Revenue from the SCOOP/STACK increased compared to Q2 2021 due to higher prices.

●

Permian Basin (various royalty rates) – Revenue from the Permian basin increased compared to Q2 2021. The increase in revenue in the current period reflects higher realized prices, an increase in drilling activity levels and production sourced from wells that carry relatively high royalty rates.

●

Weyburn (NRI, ORR, WI) – Revenue from the Weyburn Unit was significantly higher compared to Q2 2021, reflecting the increase in commodity prices and the operating leverage of our NRI.

Dividend Declaration

Franco-Nevada is pleased to announce that its Board of Directors has declared a quarterly dividend of $0.32 per share. The dividend will be paid on September 29, 2022 to shareholders of record on September 15, 2022 (the “Record Date”). The Canadian dollar equivalent is to 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”). Participation in the DRIP is optional. The Company will issue additional common shares through treasury at a 3% discount to the Average Market Price, as defined in the DRIP. However, 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. The DRIP and enrollment forms are available on the Company’s website at www.franco-nevada.com. Canadian and U.S. registered shareholders may also enroll in the DRIP online through the plan agent’s self-service web portal at www.investorcentre.com/franco-nevada. Canadian and U.S. beneficial shareholders should contact their financial intermediary to arrange enrollment. Non-Canadian and non-U.S. shareholders may potentially participate in the DRIP, subject to the satisfaction of certain conditions. Non-Canadian and non-U.S. shareholders should contact the Company to determine whether they satisfy the necessary conditions to participate in the DRIP.

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

Shareholder Information

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

Management will host a conference call tomorrow, Thursday, August 11, 2022 at 10:00 a.m. Eastern Time to review Franco-Nevada’s Q2 2022 results.

Interested investors are invited to participate as follows:

●

Via Conference Call: Toll-Free: (800) 289-0720; International: (647) 484-0258

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Conference Call Replay until August 18, 2022: Toll-Free (888) 203-1112; International (647) 436-0148; Code 5679385 #

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Webcast: A live audio webcast will be accessible at www.franco-nevada.com

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:


Sandip Rana
Chief Financial Officer
(416) 306-6303
info@franco-nevada.com

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 reserve and mineral resource estimates, production estimates, production costs and revenue, future demand for and prices of commodities, expected mining sequences, business prospects and opportunities, the performance and plans of third party operators, audits being conducted by the CRA, the expected exposure for current and future assessments and available remedies, and the remedies relating to and consequences of the ruling of the Supreme Court of Panama in relation to the Cobre Panama project, expected future performance of the Tocantinzinho project, the Stream and the Term Loan, and capital requirements, construction and development plans, production estimates and production costs estimates relating to the Tocantinzinho project. In addition, statements relating to reserves and resources, gold equivalent ounces (“GEOs”) and mine life 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 reserves and resources, GEOs or mine life will be realized. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “potential for”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Franco-Nevada to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. A number of factors could cause actual events or results to differ materially from any forward-looking statement, including, without limitation: fluctuations in the prices of the primary commodities that drive royalty and stream revenue (gold, platinum group metals, copper, nickel, uranium, silver, iron ore and oil and gas); fluctuations in the value of the Canadian and Australian dollar, Mexican peso, and any other currency in which revenue is generated, relative to the U.S. dollar; changes in national and local government legislation, including permitting and licensing regimes and taxation policies and the enforcement thereof; the adoption of a global minimum tax on corporations; regulatory, political or economic developments in any of the countries where properties in which Franco-Nevada holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Franco-Nevada holds a royalty, stream or other interest, including changes in the ownership and control of such operators; relinquishment or sale of mineral properties; influence of macroeconomic developments; business opportunities that become available to, or are pursued by Franco-Nevada; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; whether or not the Company is determined to have “passive foreign investment company” (“PFIC”) status as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended; potential changes in Canadian tax treatment of offshore streams; excessive cost escalation as well as development, permitting, infrastructure, operating or technical difficulties on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; access to sufficient pipeline capacity; actual mineral content may differ from the reserves and resources contained in technical reports; rate and timing of production differences from resource estimates, other technical reports and mine plans; risks and hazards associated with the business of development and mining on any of the properties in which Franco-Nevada holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters, terrorism, civil unrest or an outbreak of contagious disease; the impact of the COVID-19 (coronavirus) pandemic; and the integration of acquired assets. The forward-looking statements contained in this press release 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 the outcome of the ongoing audit by the CRA or the Company’s exposure as a result thereof. 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.sedar.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 of this press release only and Franco-Nevada does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

ENDNOTES:

GEOs: Starting in Q4 2021, revenue from Franco-Nevada’s Energy assets is included in the calculation of GEOs. GEOs for comparative periods have been recalculated to conform with the current presentation. GEOs include Franco-Nevada’s attributable share of production from our Mining and Energy assets after applicable recovery and payability factors. GEOs are estimated on a gross basis for NSRs and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For NPI royalties, GEOs are calculated taking into account the NPI economics. Silver, platinum, palladium, iron ore, oil, gas and other commodities are converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the relevant gold price. The price used in the computation of GEOs earned from a particular asset varies depending on the royalty or stream agreement, which may make reference to the market price realized by the operator, or the average price for the month, quarter, or year in which the commodity was produced or sold. For Q2 2022, the average commodity prices were as follows: $1,872/oz gold (Q2 2021 - $1,816), $22.64/oz silver (Q2 2021 - $26.69), $957/oz platinum (Q2 2021 - $1,180) and $2,092/oz palladium (Q2 2021 - $2,788), $143/t Fe 62% CFR China (Q2 2021 - $232), $108.41/bbl WTI oil (Q2 2021 - $66.09) and $7.49/mcf Henry Hub natural gas (Q2 2021 - $2.97). For H1 2022 prices, the average commodity prices were as follows: $1,873/oz gold (H1 2021 - $1,805), $23.29/oz silver (H1 2021 - $26.47), $993/oz platinum (H1 2021 - $1,170) and $2,207/oz palladium (H1 2021 - $2,593), $142/t Fe 62% CFR China (H1 2021 - $212), $101.35/bbl WTI oil (H1 2021 - $55.80) and $6.03/mcf Henry Hub natural gas (H1 2021 - $2.85).

NON-GAAP FINANCIAL MEASURES: Adjusted Net Income and Adjusted Net Income per share, Adjusted EBITDA and Adjusted EBIDA per share, and Margin are non-GAAP financial measures with no standardized meaning under International Financial Reporting Standards (“IFRS”) 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 IFRS financial measure, refer to the following tables. Further information relating to these Non-GAAP financial measures is incorporated by reference from the “Non-GAAP Financial Measures” section of Franco-Nevada’s MD&A for the three and six months ended June 30, 2022 dated August 10, 2022 filed with the Canadian securities regulatory authorities on SEDAR available at www.sedar.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 charges and reversal related to royalty, stream and working interests and investments; gains/losses on the sale of royalty, stream and working interests and investments; foreign exchange gains/losses and other income/expenses; unusual non-recurring items; and the impact of income taxes on these items.

●

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; non-cash costs of sales; impairment charges and reversals related to royalty, stream and working interests and investments; gains/losses on the sale of royalty, stream and working interests and investments; foreign exchange gains/losses and other income/expenses; and unusual non-recurring items.

●

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 six months ended
	June 30,				June 30,
(expressed in millions, except per share amounts)	2022		2021		2022		2021
Net income	$	196.5	$	175.3	$	378.5	$	346.8
Impairment and charges		—		7.5		—		7.5
Foreign exchange loss (gain) and other (income) expenses		0.4		1.2		(5.8)		1.3
Finance income related to repayment of Noront loan		(2.2)		—		(2.2)		—
Tax effect of adjustments		1.1		(1.4)		2.5		(1.5)
Other tax related adjustments:
Recognition of previously unrecognized deferred tax assets		—		—		—		(10.6)
Adjusted Net Income	$	195.8	$	182.6	$	373.0	$	343.5
Basic weighted average shares outstanding		191.5		191.0		191.4		191.0
Adjusted Net Income per share	$	1.02	$	0.96	$	1.95	$	1.80


	For the three months ended				For the six months ended
	June 30,				June 30,
(expressed in millions, except per share amounts)	2022		2021		2022		2021
Net income	$	196.5	$	175.3	$	378.5	$	346.8
Income tax expense		36.7		29.4		72.7		49.2
Finance expenses		0.8		1.1		1.7		1.9
Finance income		(2.8)		(1.7)		(3.5)		(2.4)
Depletion and depreciation		69.6		77.2		144.2		148.4
Impairment charges		—		7.5		—		7.5
Foreign exchange loss (gain) and other (income) expenses		0.4		1.2		(5.8)		1.3
Adjusted EBITDA	$	301.2	$	290.0	$	587.8	$	552.7
Basic weighted average shares outstanding		191.5		191.0		191.4		191.0
Adjusted EBITDA per share	$	1.57	$	1.52	$	3.07	$	2.89


	For the three months ended						For the six months ended
	June 30,						June 30,
(expressed in millions, except Margin)	2022			2021			2022			2021
Adjusted EBITDA	$	301.2		$	290.0		$	587.8		$	552.7
Revenue		352.3			347.1			691.1			656.0
Margin		85.5	%		83.5	%		85.1	%		84.3	%

FRANCO-NEVADA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in millions of U.S. dollars)


	At June 30,		At December 31,
	2022		2021

ASSETS
Cash and cash equivalents (Note 4)	$	910.6	$	539.3
Receivables		144.3		119.8
Loan receivable (Note 5)		—		39.7
Prepaid expenses and other (Note 6)		47.9		52.6
Current assets	$	1,102.8	$	751.4

Royalty, stream and working interests, net (Note 7)	$	4,998.2	$	5,149.3
Investments (Note 5)		213.2		235.9
Deferred income tax assets		46.5		49.4
Other assets (Note 8)		49.8		23.9
Total assets	$	6,410.5	$	6,209.9

LIABILITIES
Accounts payable and accrued liabilities	$	34.9	$	33.6
Current income tax liabilities		7.5		9.6
Current liabilities	$	42.4	$	43.2

Deferred income tax liabilities	$	135.7	$	135.4
Other liabilities		5.7		6.1
Total liabilities	$	183.8	$	184.7

SHAREHOLDERS’ EQUITY
Share capital (Note 16)	$	5,657.0	$	5,628.5
Contributed surplus		17.9		16.1
Retained earnings		740.8		484.9
Accumulated other comprehensive loss		(189.0)		(104.3)
Total shareholders’ equity	$	6,226.7	$	6,025.2

Total liabilities and shareholders’ equity	$	6,410.5	$	6,209.9

The condensed consolidated financial statements and accompanying notes can be found in our Q2 2022 Quarterly Report available on our website

FRANCO-NEVADA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

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


	For the three months ended				For the six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Revenue (Note 10)	$	352.3	$	347.1	$	691.1	$	656.0

Costs of sales
Costs of sales (Note 11)	$	45.5	$	47.3	$	89.1	$	87.9
Depletion and depreciation		69.6		77.2		144.2		148.4
Total costs of sales	$	115.1	$	124.5	$	233.3	$	236.3
Gross profit	$	237.2	$	222.6	$	457.8	$	419.7

Other operating expenses (income)
General and administrative expenses	$	5.8	$	5.4	$	11.4	$	9.6
Share-based compensation expenses (Note 12)		—		5.0		4.3		7.0
Impairment charges		—		7.5		—		7.5
Gain on sale of gold bullion		(0.2)		(0.6)		(1.5)		(1.2)
Total other operating expenses	$	5.6	$	17.3	$	14.2	$	22.9
Operating income	$	231.6	$	205.3	$	443.6	$	396.8
Foreign exchange (loss) gain and other income (expenses)	$	(0.4)	$	(1.2)	$	5.8	$	(1.3)
Income before finance items and income taxes	$	231.2	$	204.1	$	449.4	$	395.5

Finance items (Note 14)
Finance income	$	2.8	$	1.7	$	3.5	$	2.4
Finance expenses		(0.8)		(1.1)		(1.7)		(1.9)
Net income before income taxes	$	233.2	$	204.7	$	451.2	$	396.0

Income tax expense (Note 15)		36.7		29.4		72.7		49.2
Net income	$	196.5	$	175.3	$	378.5	$	346.8

Other comprehensive (loss) income, net of taxes

Items that may be reclassified subsequently to profit and loss:
Currency translation adjustment	$	(49.2)	$	17.7	$	(27.0)	$	27.1

Items that will not be reclassified subsequently to profit and loss:
(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)		(76.8)		46.7		(57.1)		65.3
Other comprehensive (loss) income, net of taxes	$	(126.0)	$	64.4	$	(84.1)	$	92.4

Comprehensive income	$	70.5	$	239.7	$	294.4	$	439.2

Earnings per share (Note 17)
Basic	$	1.03	$	0.92	$	1.98	$	1.82
Diluted	$	1.02	$	0.92	$	1.97	$	1.81
Weighted average number of shares outstanding (Note 17)
Basic		191.5		191.0		191.4		191.0
Diluted		191.9		191.4		191.8		191.3

The condensed consolidated financial statements and accompanying notes can be found in our Q2 2022 Quarterly Report available on our website

FRANCO-NEVADA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)


	For the six months ended
	June 30,
	2022		2021
Cash flows from operating activities
Net income	$	378.5	$	346.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion and depreciation		144.2		148.4
Share-based compensation expenses		3.0		3.0
Impairment charges		—		7.5
Unrealized foreign exchange loss		—		0.3
Deferred income tax expense		13.2		11.9
Other non-cash items		(6.0)		(2.4)
Acquisition of gold bullion		(23.0)		(21.2)
Proceeds from sale of gold bullion		26.5		17.5
Changes in other assets		(26.7)		(5.7)
Operating cash flows before changes in non-cash working capital	$	509.7	$	506.1
Changes in non-cash working capital:
Increase in receivables	$	(24.5)	$	(22.3)
Decrease (increase) in prepaid expenses and other		2.6		(6.3)
Increase (decrease) in current liabilities		0.1		(8.0)
Net cash provided by operating activities	$	487.9	$	469.5

Cash flows used in investing activities
Acquisition of royalty, stream and working interests	$	(12.8)	$	(733.5)
Acquisition of investments		(47.4)		—
Acquisition of energy well equipment		(0.6)		(0.7)
Proceeds from repayment of loan receivable		42.7		—
Proceeds from sale of investments		1.7		12.7
Net cash used in investing activities	$	(16.4)	$	(721.5)

Cash flows used in financing activities
Payment of dividends	$	(101.4)	$	(87.0)
Proceeds from draw of revolving credit facilities		—		150.0
Repayment of revolving credit facilities		—		(150.0)
Credit facility amendment costs		—		(0.1)
Proceeds from exercise of stock options		5.2		0.3
Net cash used in financing activities	$	(96.2)	$	(86.8)
Effect of exchange rate changes on cash and cash equivalents	$	(4.0)	$	2.3
Net change in cash and cash equivalents	$	371.3	$	(336.5)
Cash and cash equivalents at beginning of period	$	539.3	$	534.2
Cash and cash equivalents at end of period	$	910.6	$	197.7

Supplemental cash flow information:
Dividend income received	$	8.2	$	13.9
Interest and standby fees paid	$	1.3	$	1.3
Income taxes paid	$	59.3	$	51.3

The condensed consolidated financial statements and accompanying notes can be found in our Q2 2022 Quarterly Report available on our website

MANAGEMENT’S DISCUSSION AND ANALYSIS

Exhibit 99.2

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Management’s Discussion and Analysis

This Management’s Discussion and Analysis (“MD&A”) of financial position and results of operations of Franco-Nevada Corporation (“Franco-Nevada”, the “Company”, “we” or “our”) has been prepared based upon information available to Franco-Nevada as at August 10, 2022 and should be read in conjunction with Franco-Nevada’s unaudited condensed consolidated financial statements and related notes as at and for the three and six months ended June 30, 2022 and 2021 (the “financial statements”). The financial statements and this MD&A are presented in U.S. dollars and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) applicable to the preparation of condensed interim financial statements, including IAS 34, Interim Financial Reporting.

Readers are cautioned that the MD&A contains forward-looking statements and that actual events may vary from management’s expectations. Readers are encouraged to read the “Cautionary Statement on Forward-Looking Information” at the end of this MD&A and to consult Franco-Nevada’s financial statements for the three and six months ended June 30, 2022 and 2021 and the corresponding notes to the financial statements which are available on our website at www.franco-nevada.com, on SEDAR at www.sedar.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.sedar.com and on EDGAR at www.sec.gov, respectively. These documents contain descriptions of certain of Franco-Nevada’s producing and advanced royalty and stream assets, as well as a description of risk factors affecting the Company. For additional information, please see our website at www.franco-nevada.com.

Table of Contents


3	Overview
3	Strategy
5	Highlights
8	Guidance
8	Market Overview
9	Selected Financial Information
10	Revenue by Asset
11	Review of Quarterly Financial Performance
16	Review of Year-To-Date Financial Performance
21	General and Administrative and Share-Based Compensation Expenses
21	Other Income and Expenses
22	Summary of Quarterly Information
23	Balance Sheet Review
24	Liquidity and Capital Resources
30	Critical Accounting Estimates
31	Outstanding Share Data
31	Internal Control over Financial Reporting and Disclosure Controls and Procedures
32	Non-GAAP Financial Measures
35	Cautionary Statement on Forward-Looking Information

Abbreviations Used in this Report

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


Abbreviated Definitions
Periods under review		Measurement		Interest types
"Q4"	The three-month period ended December 31	"GEO"	Gold equivalent ounces	"NSR"	Net smelter return royalty
"Q3"	The three-month period ended September 30	"PGM"	Platinum group metals	"GR"	Gross royalty
"Q2"	The three-month period ended June 30	"oz"	Ounce	"ORR"	Overriding royalty
"Q1"	The three-month period ended March 31	"oz Au"	Ounce of gold	"GORR"	Gross overriding royalty
"H2"	The six-month period ended December 31	"oz Ag"	Ounce of silver	"FH"	Freehold or lessor royalty
"H1"	The six-month period ended June 30	"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.sedar.com or our Form 40-F filed on EDGAR at www.sec.gov.


2022 Second Quarter Management’s Discussion and Analysis	2

Overview

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


Our Portfolio (at August 10, 2022)
	Precious Metals	Other Mining	Energy	TOTAL
Producing	45	13	55	113
Advanced	36	7	—	43
Exploration	142	88	27	257
TOTAL	223	108	82	413

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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Strategy

Our tag-line is “Franco-Nevada is the gold investment that works” and we are committed to ensuring it does work, for our shareholders, our operating partners and our communities:

●

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 14 years ago, we have increased our dividend annually and our share price has outperformed the gold price and all relevant gold equity benchmarks.

●

We build long-term alignment with our operating partners. This alignment and the natural flexibility of our royalties and streams is an effective financing tool for the cyclical resource sector.

●

We work to be a positive force in all our communities, promoting responsible mining, providing a safe and diverse workplace and contributing to build community support for the operations in which we invest.

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


2022 Second Quarter Management’s Discussion and Analysis	3

The advantages of this business model are:

●

Exposure to commodity price optionality;

●

A perpetual discovery option over large areas of geologically prospective lands;

●

No additional capital requirements other than the initial investment;

●

Limited exposure to cost inflation;

●

A free cash-flow business with limited cash calls;

●

A high-margin business that can generate cash through the entire commodity cycle;

●

A scalable and diversified business in which a large number of assets can be managed with a small stable overhead; and

●

Management that focuses on forward-looking growth opportunities rather than operational or development issues.

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

The focus of our business is to create exposure to gold and precious metal resource optionality. This principally involves investments in gold mines and providing financing to copper and other base metal mines to obtain exposure to by-product gold, silver and platinum group metals production. We also invest in other metals and energy to expose our shareholders to additional resource optionality. In H1 2022, 70.4% of our revenue was earned from precious metals and 75.8% was earned from mining assets.

One of the strengths of Franco-Nevada’s business model is that our margins are not generally impacted when producer costs increase. The majority of our interests are royalty and streams with payments/deliveries that are based on production levels with no adjustments for the operator’s operating costs. In H1 2022, these interests accounted for 90.9% of our revenue. We also have a small number of NPI and NRI royalties which are based on the profit of the underlying operations.

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A Note on our GEOs⁽¹⁾

To provide a more comprehensive measure of the performance of our business, we now include revenue from our Energy assets in the calculation of our GEOs. We believe this approach is useful to our investors to evaluate the full scale of our portfolio. GEOs for comparative periods have been recalculated to conform with the current presentation.

________________________

Starting in Q4 2021, revenue from Franco-Nevada’s Energy assets is included in the calculation of GEOs. In this MD&A, GEOs for comparative periods have been recalculated to conform with the current presentation. GEOs include Franco-Nevada’s attributable share of production from our Mining and Energy assets, after applicable recovery and payability factors. GEOs are estimated on a gross basis for NSRs and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For NPI royalties, GEOs are calculated taking into account the NPI economics. Silver, platinum, palladium, iron ore, oil, gas and other commodities are converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the relevant gold price. The price used in the computation of GEOs earned from a particular asset varies depending on the royalty or stream agreement, which may make reference to the market price realized by the operator, or the average price for the month, quarter, or year in which the commodity was produced or sold. For illustrative purposes, please refer to the average commodity price tables on pages 11 and 16 of this MD&A for indicative prices which may be used in the calculation of GEOs for the three and six months ended June 30, 2022 and 2021, respectively.


2022 Second Quarter Management’s Discussion and Analysis	4

Highlights

Financial Update – Q2 2022 vs Q2 2021

●

191,052 GEOs⁽¹⁾ sold, a slight decrease of 0.7%;

●

$352.3 million in revenue, an increase of 1.5%;

●

$45.5 million, or $238 per GEO sold, in Cash Costs⁽²⁾⁽³⁾, compared to $47.3 million, or $246 per GEO sold;

●

$301.2 million, or $1.57 per share, of Adjusted EBITDA⁽²⁾, an increase of 3.9% and 3.3%, respectively;

●

85.5% in Margin⁽²⁾, compared to 83.5%;

●

$196.5 million, or $1.03 per share, in net income, an increase of 12.1% and 12.0%, respectively;

●

$195.8 million, or $1.02 per share in Adjusted Net Income⁽²⁾, an increase of 7.2% and 6.3%, respectively;

●

$257.3 million in net cash provided by operating activities, an increase of 4.9%;

●

$910.6 million in cash and cash equivalents as at June 30, 2022 (December 31, 2021 - $539.3 million);

●

$1.9 billion in available capital as at June 30, 2022 (December 31, 2021 - $1.6 billion), comprising cash and cash equivalents and amounts available to borrow under our revolving credit facility.

Financial Update – H1 2022 vs H1 2021

●

369,666 GEOs sold⁽¹⁾, a slight increase of 0.4%;

●

$691.1 million in revenue, an increase of 5.4%

●

$89.1 million, or $241 per GEO sold, in Cash Costs⁽²⁾⁽³⁾, compared to $87.9 million, or $239 per GEO sold;

●

$587.8 million, or $3.07 per share, in Adjusted EBITDA, an increase of 6.4% and 6.2%, respectively;

●

85.1% in Margin, compared to 84.3%;

●

$378.5 million, or $1.98 per share, in net income, an increase of 9.1% and 8.8%, respectively;

●

$373.0 million, or $1.95 per share, in Adjusted Net Income, an increase of 8.6% and 8.3%, respectively;

●

$487.9 million in net cash provided by operating activities, an increase of 3.9%.

Corporate Developments

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

Subsequent to Q2 2022, on July 18, 2022, the Company’s wholly-owned subsidiary, Franco-Nevada (Barbados) Corporation (“FNBC”), acquired a gold stream with reference to production from the Tocantinzinho project, owned by G Mining Ventures Corp. (“G Mining Ventures”) and located in Pará State, Brazil (the “Stream”). FNBC will provide a deposit of $250 million. Additionally, the Company, through one of its wholly-owned subsidiaries, agreed to provide G Mining Ventures with a $75.0 million secured term loan (the “Term Loan”).

Stream deliveries to FNBC are based on gold production from the Tocantinzinho property, according to the following schedule: (i) 12.5% of gold produced until 300,000 ounces of gold have been delivered and, thereafter, (ii) 7.5% of gold produced for the remaining mine life. G Mining Ventures will receive 20% of the spot gold price for each ounce of gold delivered. The $250 million deposit will become available after G Mining Ventures has spent at least $95 million on the Tocantinzinho project from January 1, 2022 and subject to certain other conditions.

The Term Loan is a $75 million, 6-year term loan with an availability period of 3.5-years, drawable quarterly at G Mining Ventures’ option following full funding of the Stream. The Term Loan will bear interest at a rate of 3-Month Term Secured Overnight Financing Rate (“3-Month SOFR”) +5.75% per annum, reducing to 3-Month SOFR +4.75% after completion tests have been achieved at the project. Amortization will begin in December 2025 with equal quarterly repayments followed by a final 25% repayment upon maturity in June 2028. Fees payable to Franco-Nevada’s subsidiary include a standby fee on undrawn amounts of 1.0% per annum and a 2.0% original issue discount payable on principal amounts drawn. Franco-Nevada was granted warrants to purchase 11.5 million common shares of G Mining Ventures (“G Mining Common Shares”) with a 5-year term and an exercise price of C$1.90 per G Mining Common Share.

Franco-Nevada also subscribed for 44,687,500 G Mining Common Shares for gross proceeds of $27.5 million at a share price of C$0.80 per G Mining Common Share.

_________________________

Starting in Q4 2021, revenue from Franco-Nevada’s Energy assets is included in the calculation of GEOs. In this MD&A, GEOs for comparative periods have been recalculated to conform with the current presentation. GEOs include Franco-Nevada’s attributable share of production from our Mining and Energy assets, after applicable recovery and payability factors. GEOs are estimated on a gross basis for NSRs and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For NPI royalties, GEOs are calculated taking into account the NPI economics. Silver, platinum, palladium, iron ore, oil, gas and other commodities are converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the relevant gold price. The price used in the computation of GEOs earned from a particular asset varies depending on the royalty or stream agreement, which may make reference to the market price realized by the operator, or the average price for the month, quarter, or year in which the commodity was produced or sold. For illustrative purposes, please refer to the average commodity price table on pages 11 and 16 of this MD&A for indicative prices which may be used in the calculation of GEOs for the three and six months ended June 30, 2022 and 2021, respectively.

Cash Costs, Cash Costs per GEO sold, Adjusted EBITDA, Adjusted EBITDA per share, Margin, Adjusted Net Income and Adjusted Net Income per share are non-GAAP financial measures with no standardized meaning under IFRS 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.

Starting in Q4 2021, revenue from Franco-Nevada’s Energy assets is included in the calculation of GEOs. Similarly, the composition of Cash Costs and Cash Costs per GEO has been amended to include costs and GEOs related to Franco-Nevada’s Energy assets. Cash Costs and Cash Costs per GEOs for comparative periods have been recalculated to conform with current presentation.


2022 Second Quarter Management’s Discussion and Analysis	5

Acquisition of Caserones Royalty – Chile

On April 14, 2022, we agreed to acquire, through a wholly-owned subsidiary, an effective 0.4582% NSR on JX Nippon Mining & Metals Group’s producing Caserones copper-molybdenum mine located in the Atacama Region of northern Chile for an aggregate purchase price of approximately $37.4 million. Franco-Nevada is entitled to royalty payments in respect of the period commencing January 1, 2022. The last quarterly distribution attributable to Franco-Nevada was $1.2 million.

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

Acquisition of Additional Castle Mountain Royalty – California, U.S.

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

Acquisition of Portfolio of Royalties – Chile

Subsequent to Q2 2022, on July 25, 2022, we acquired, through a wholly-owned subsidiary, a portfolio of seven royalties, each with a 2% NSR on precious metals and 1% NSR on base metals, which collectively cover approximately 230 km² in Northern Chile, for $1.0 million.

Acquisition of U.S. Oil & Gas Royalty 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 $3.6 million in H1 2022 (H1 2021 –$4.1 million). As at June 30, 2022, Franco-Nevada’s cumulative investment in the Royalty Acquisition Venture totaled $432.0 million and Franco-Nevada has remaining commitments of up to $88.0 million.

Significant Portfolio Updates

Additional updates related to our portfolio of assets are available in our News Release issued on August 10, 2022, available on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

Restart of Operations at Milpillas Mine – Mexico

On August 2, 2022, Industrias Peñoles, S.A.B. de C.V. announced that the preparation of the Milpillas copper mine was completed and that mining, crushing and ore deposit activities were resumed to produce cathodic copper. Operations were suspended in Q2 2020 as a result of low copper prices due to the beginning of the COVID-19 pandemic. Franco-Nevada’s royalty entitles us to $0.04 per pound of copper produced from the mine.

Sinkhole Detected Near Candelaria Mine – Chile

On August 1, 2022, Lundin Mining reported that a sinkhole was detected near its Minera Ojos del Salado operation in Chile. As a preventive measure, development work in an area of the Alcaparrosa underground mine, which is part of the Minera Ojos del Salado operation and contributes approximately 5% to the overall ore processed annually by Candelaria, was temporarily suspended. Lundin Mining reported that it does not expect this event to impact annual guidance for Candelaria.

Stillwater Mine Affected by Flood Event – Montana, U.S.

In June 2022, Sibanye-Stillwater Limited reported a significant flood event which affected a widespread region surrounding its U.S. PGM operations in Montana. Sibanye-Stillwater reported while the Stillwater mining and metallurgical operations were largely unaffected, access to the mine has been restricted resulting in the suspension of operations. Sibanye-Stillwater estimates that operations at the mine will remain suspended for part of Q3 2022 before safe access to the mine is restored and production can resume.

Suspension of Operations due to Security Incident at Karma Mine – Burkina Faso

Operations at the Karma mine have been suspended following an attack by unidentified assailants in June 2022. Management at the Néré Mining Group, owner and operator of the Karma mine, is working on a plan to allow for the safe resumption of operations.

Repayment of Loan Receivable from Noront Resources Ltd. – Ontario, Canada

We had a loan receivable from Noront Resources Ltd. (“Noront”), which we extended to Noront as part of our acquisition of royalty rights in the Ring of Fire mining district of Ontario, Canada, in April 2015 that had a contractual maturity date of September 30, 2022. On May 4, 2022, following the acquisition of Noront by Wyloo Metals Pty Ltd. (“Wyloo Metals”), we received $42.7 million as full repayment of the loan. We continue to own several royalties over Wyloo’s property in the Ring of Fire.


2022 Second Quarter Management’s Discussion and Analysis	6

Cobre Panama Constitutional Proceedings – Panama

In relation to the ongoing constitutional proceedings in connection with Minera Panama SA’s (“MPSA”) mining concession contract, First Quantum Minerals Ltd. (“First Quantum”) reported that, in July 2021, the Government of Panama announced the appointment of a high-level commission of senior government ministers and officials, chaired by the Minister of Commerce, to discuss MPSA’s concession contract. In September 2021, the Supreme Court upheld its ruling in respect of the clarification motions presented by First Quantum to the Court in relation to its Law 9 decision announced in September 2018 and the ruling was gazetted in Q4 2021. First Quantum’s understanding is that the upholding of the unconstitutionality ruling against Law 9 of 1997 does not have retroactive effects, pursuant to article 2573 of the Code of Judicial Proceedings of Panama, therefore the approval of the mining concession contract which occurred in 1997 with the enactment of Law 9, remains unaltered, providing operational continuity as per the status quo. In September 2021, the Ministry of Commerce publicly announced the culmination of the high-level formal discussions with First Quantum on two topics being environmental and labour matters. Subsequently, discussion on the economic and tax aspects was ensued and the Government of Panama presented proposals which were unacceptable to First Quantum. On December 22, 2021, the unconstitutionality ruling was gazetted, after the requests for clarification submitted by MPSA had been deemed inadmissible in July 2021.

During January 2022, the Government of Panama tabled a new proposal, namely that the Government of Panama should receive $375 million in benefits per year from Cobre Panama and that the existing revenue royalty payable to the Government will be replaced by a gross profit royalty. The parties continue to finalize the details behind these proposed principles, including the appropriate mechanics that would achieve the desired outcome, the necessary protections to First Quantum’s business for downside copper price impact and production scenarios and ensuring that the new contract and legislation are both durable and sustainable.

Franco Nevada does not expect the current proposal to have a material impact on future deliveries pursuant to the Cobre Panama stream.

On July 26, 2022, First Quantum reported that Panama had experienced civil unrest, largely focused on temporary blockades to transport routes in the main cities. Production at Cobre Panama had not been disrupted and First Quantum continues to monitor the situation closely and remains in contact with the Government of Panama regarding Law 9. First Quantum and the Government of Panama remain committed to a swift conclusion of the Law 9 discussions on the basis of the agreed principles and on ensuring that the new contract and legislation are both durable and sustainable with downside copper price and production scenarios.

Dividends

In Q2 2022, Franco Nevada declared a quarterly dividend of $0.32 per share, an increase compared to the dividend of $0.30 per share in Q2 2021. The increase was effective in the first quarter of the year rather than in the second quarter in prior years. Total dividends in Q2 2022 were $61.0 million, of which $51.3 million was paid in cash and $9.7 million was paid in common shares under our Dividend Reinvestment Plan (“DRIP”). For H1 2022, dividends declared were $0.64 per share. Total dividends declared were $123.2 million, of which $101.4 million was paid in cash and $21.8 million was paid in common shares under the DRIP.

Credit Facility

The Company has a $1.0 billion unsecured revolving term credit facility (the “Corporate Revolver”). As at June 30, 2022, there were no amounts borrowed against the Corporate Revolver. However, we have posted security in the form of standby letters of credit in the amount of $17.9 million (C$23.1 million) in connection with the audit by the Canada Revenue Agency (“CRA”). These standby letters of credit reduce the available balance under the Corporate Revolver.


2022 Second Quarter Management’s Discussion and Analysis	7

Guidance

The following contains forward-looking statements. For a description of material factors that could cause our actual results to differ materially from the forward-looking statements below, please see the “Cautionary Statement on Forward-Looking Information” section at the end of this MD&A and the “Risk Factors” section of our most recent Annual Information Form filed with the Canadian securities regulatory authorities on www.sedar.com and our most recent Form 40-F filed with the SEC on www.sec.gov. The 2022 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 remain on track to meet our previously announced 2022 GEO guidance:


	2022 guidance	H1 2022 actual	H1 2021 actual
Total GEO sales	680,000 - 740,000	369,666	368,116
Precious Metal GEO sales	510,000 - 550,000	260,201	291,906

We expect our streams to contribute between 385,000 and 425,000 of our GEO sales for 2022. For the three and six months ended June 30, 2022, we sold 98,163 GEOs and 194,903 GEOs, respectively, from our streams.

For our 2022 guidance, when reflecting revenue earned from gold, silver, platinum, palladium, iron ore, oil and gas commodities as GEOs, we have assumed the following prices for the remainder of the year: $1,750/oz Au, $20.00/oz Ag, $850/oz Pt, $2,000/oz Pd, $110/tonne Fe 62% CFR China, $90/bbl WTI oil and $6.50/mcf Henry Hub natural gas.

Our 2022 guidance does not assume any other acquisitions and does not reflect any incremental revenue from additional contributions we may make to the Royalty Acquisition Venture with Continental as part of our remaining commitment of $88.0 million.

We estimate depletion and depreciation expense in 2022 to be within the previously announced range of $270.0 million to $300.0 million. In H1 2022, depletion expense was $144.2 million.

As of June 30, 2022, our remaining capital commitment to the Royalty Acquisition Venture with Continental is $88.0 million. We anticipate our funding for the full year 2022 to be between $10.0 million and $20.0 million, of which $3.6 million has been funded.

Market Overview

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

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

Rising interest rates and concerns around a slowing global economy have weighed down on commodity prices in the first half of 2022, partly offset by continued inflationary pressures and ongoing political tensions and uncertainties. Gold prices increased 3.8%, averaging $1,873/oz in H1 2022, compared to $1,805/oz in H1 2021, and ended the period at $1,817/oz. Silver prices averaged $23.29/oz in H1 2022, a decrease of 12.0% compared to $26.47/oz in H1 2021. Platinum and palladium prices averaged $993/oz and $2,207/oz, respectively, in H1 2022, compared to $1,170/oz and $2,593/oz, respectively, in H1 2021, a decrease of 15.1% for platinum and 14.9% for palladium.

In H1 2022, WTI prices averaged $101.35/bbl, an 81.6% increase from H1 2021. Edmonton Light prices averaged C$127.01/bbl in H1 2022, up 75.4% compared to H1 2021. Henry Hub natural gas prices averaged $6.03/mcf in H1 2022 compared to $2.85/mcf in H1 2021, up 111.6%. Prices for 62% iron ore fines averaged $142/tonne in H1 2022 compared to $212/tonne in H1 2021, a decrease of 33.0%.


2022 Second Quarter Management’s Discussion and Analysis	8

Selected Financial Information


	For the three months ended						For the six months ended
(in millions, except Average Gold Price, GEOs sold,	June 30,						June 30,
Margin, per GEO amounts and per share amounts)	2022			2021			2022			2021

Statistical Measures
Average Gold Price	$	1,872		$	1,816		$	1,873		$	1,805
GEOs sold⁽¹⁾		191,052			192,379			369,666			368,116

Statement of Comprehensive Income
Revenue	$	352.3		$	347.1		$	691.1		$	656.0
Depletion and depreciation		69.6			77.2			144.2			148.4
Costs of sales		45.5			47.3			89.1			87.9
Operating income		231.6			205.3			443.6			396.8
Net income		196.5			175.3			378.5			346.8
Basic earnings per share	$	1.03		$	0.92		$	1.98		$	1.82
Diluted earnings per share	$	1.02		$	0.92		$	1.97		$	1.81

Dividends declared per share	$	0.32		$	0.30		$	0.64		$	0.56
Dividends declared (including DRIP)	$	61.0		$	56.6		$	123.2		$	106.5
Weighted average shares outstanding		191.5			191.0			191.4			191.0

Non-GAAP Measures
Cash Costs^{(2) (3)}	$	45.5		$	47.3		$	89.1		$	87.9
Cash Costs^{(2) (3)} per GEO sold	$	238		$	246		$	241		$	239
Adjusted EBITDA⁽²⁾	$	301.2		$	290.0		$	587.8		$	552.7
Adjusted EBITDA⁽²⁾ per share	$	1.57		$	1.52		$	3.07		$	2.89
Margin⁽²⁾		85.5	%		83.5	%		85.1	%		84.3	%
Adjusted Net Income⁽²⁾	$	195.8		$	182.6		$	373.0		$	343.5
Adjusted Net Income⁽²⁾ per share	$	1.02		$	0.96		$	1.95		$	1.80

Statement of Cash Flows
Net cash provided by operating activities	$	257.3		$	245.2		$	487.9		$	469.5
Net cash used in investing activities	$	(14.8)		$	(543.1)		$	(16.4)		$	(721.5)
Net cash used in financing activities	$	(48.6)		$	(44.9)		$	(96.2)		$	(86.8)


	As at		As at
	June 30,		December 31,
(expressed in millions)	2022		2021
Statement of Financial Position
Cash and cash equivalents	$	910.6	$	539.3
Short-term investments		—		39.7
Total assets		6,410.5		6,209.9
Deferred income tax liabilities		135.7		135.4
Total shareholders’ equity		6,226.7		6,025.2
Available Capital		1,892.7		1,621.1

Starting in Q4 2021, revenue from Franco-Nevada’s Energy assets is included in the calculation of GEOs. In this MD&A, GEOs for comparative periods have been recalculated to conform with the current presentation. Refer to Note 1 at the bottom of page 5 of this MD&A for the methodology for calculating GEOs and, for illustrative purposes, to the average commodity price table on pages 11 and 16 of this MD&A for indicative prices which may be used in the calculations of GEOs for the three and six months ended June 30, 2022 and 2021, respectively.

Starting in Q4 2021, revenue from Franco-Nevada’s Energy assets is included in the calculation of GEOs. Similarly, the composition of Cash Costs and Cash Costs per GEO has been amended to include costs and GEOs related to Franco-Nevada’s Energy assets. Cash Costs and Cash Costs per GEO for comparative periods have been recalculated to conform with current presentation.


2022 Second Quarter Management’s Discussion and Analysis	9

Revenue by Asset

Our portfolio is well-diversified with GEOs and revenue being earned from assets in various jurisdictions, of which 45 are Precious Metal assets. The following table details revenue earned from our various royalty, stream and working interests for the three and six months ended June 30, 2022 and 2021:


		For the three months ended				For the six months ended
(expressed in millions)	Interest and %	June 30,				June 30,
Property	(Gold unless otherwise indicated)	2022		2021		2022		2021
PRECIOUS METALS
South America
Candelaria	Stream 68% Gold & Silver	$	34.0	$	33.2	$	61.4	$	54.0
Antapaccay	Stream (indexed) Gold & Silver		19.9		23.4		48.2		56.0
Antamina	Stream 22.5% Silver		16.5		24.3		38.5		52.7
Condestable	Stream Gold & Silver, Fixed through 2025 then %		5.7		5.8		11.7		11.4
Other			1.8		1.3		3.5		2.7
Central America & Mexico
Cobre Panama	Stream (indexed) Gold & Silver	$	65.0	$	64.6	$	121.2	$	117.2
Guadalupe-Palmarejo	Stream 50%		19.5		25.3		42.5		40.8
Other			—		—		—		0.1
United States
Stillwater	NSR 5% PGM	$	11.9	$	17.3	$	21.9	$	31.9
Goldstrike	NSR 2-4%, NPI 2.4-6%		6.0		10.0		11.2		14.4
Gold Quarry	NSR 7.29%		1.9		—		4.9		7.5
Marigold	NSR 1.75-5%, GR 0.5-4%		1.5		2.0		2.7		4.3
Bald Mountain	NSR/GR 0.875-5%		2.3		2.2		1.9		5.3
Other			2.5		2.7		4.3		5.5
Canada
Detour Lake	NSR 2%	$	7.3	$	6.2	$	14.3	$	11.1
Sudbury	Stream 50% PGM & Gold		5.7		5.6		10.1		11.2
Hemlo	NSR 3%, NPI 50%		8.6		4.6		18.0		25.6
Brucejack	NSR 1.2%		1.4		1.7		2.7		3.4
Kirkland Lake	NSR 1.5-5.5%, NPI 20%		1.6		1.5		2.9		2.9
Other			2.2		2.4		4.4		4.8
Rest of World
MWS	Stream 25%	$	9.5	$	11.3	$	19.8	$	18.6
Sabodala	Stream 6%, Fixed to 105,750 oz		4.4		4.3		8.8		8.4
Tasiast	NSR 2%		4.0		2.6		9.0		6.0
Subika (Ahafo)	NSR 2%		4.0		2.3		7.0		4.5
Karma	Stream 4.875%		1.4		1.7		3.3		6.1
Duketon	NSR 2%		1.4		2.1		4.5		5.6
Other			3.8		3.5		7.9		7.1
		$	243.8	$	261.9	$	486.6	$	519.1
DIVERSIFIED
Vale	0.264% Iron Ore, 0.367% Copper/Gold, 0.147% Other	$	10.1	$	28.0	$	26.9	$	28.0
LIORC	GORR 0.7% Iron Ore, IOC Equity 1.5%⁽¹⁾		4.5		8.9		7.0		13.9
Other mining assets			2.4		1.0		3.5		2.6
United States (Energy)
Marcellus	GORR 1%	$	15.1	$	7.4	$	28.4	$	15.0
Haynesville	Various Royalty Rates		18.1		7.2		31.5		14.4
SCOOP/STACK	Various Royalty Rates		14.5		9.5		27.7		17.8
Permian Basin	Various Royalty Rates		14.4		7.8		26.4		16.0
Other			—		—		0.1		0.1
Canada (Energy)
Weyburn	NRI 11.71%, ORR 0.44%, WI 2.56%	$	20.7	$	10.6	$	37.1	$	19.7
Orion	GORR 4%		4.7		2.9		8.7		5.4
Other			4.0		1.9		7.2		4.0
		$	108.5	$	85.2	$	204.5	$	136.9
Revenue		$	352.3	$	347.1	$	691.1	$	656.0

1 Interest attributable to Franco-Nevada’s 9.9% equity ownership of Labrador Iron Ore Royalty Corporation.


2022 Second Quarter Management’s Discussion and Analysis	10

Review of Quarterly Financial Performance

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



Quarterly average prices and rates		Q2 2022		Q2 2021		Variance
Gold⁽¹⁾	($/oz)	$	1,872	$	1,816	3.1	%
Silver⁽¹⁾	($/oz)		22.64		26.69	(15.2)	%
Platinum⁽¹⁾	($/oz)		957		1,180	(18.9)	%
Palladium⁽¹⁾	($/oz)		2,092		2,788	(25.0)	%
Iron Ore Fines 62% Fe CFR China	($/tonne)		143		232	(38.4)	%

Edmonton Light	(C$/bbl)		136.35		76.16	79.0	%
West Texas Intermediate	($/bbl)		108.41		66.09	64.0	%
Henry Hub	($/mcf)		7.49		2.97	152.2	%

CAD/USD exchange rate⁽²⁾			0.7835		0.8142	(3.8)	%

Based on LBMA PM Fix for gold, platinum and palladium. Based on LBMA Fix for silver.

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 June 30, 2022 and 2021 were as follows:


	Gold Equivalent Ounces⁽¹⁾			Revenue (in millions)
For the three months ended June 30,	2022	2021	Variance	2022		2021		Variance
Commodity
Gold	102,714	109,064	(6,350)	$	190.7	$	194.9	$	(4.2)
Silver	19,456	24,884	(5,428)		35.8		45.0		(9.2)
PGM	9,404	11,989	(2,585)		17.3		22.0		(4.7)
Precious Metals	131,574	145,937	(14,363)	$	243.8	$	261.9	$	(18.1)
Iron ore	7,769	20,415	(12,646)	$	14.6	$	36.9	$	(22.3)
Other mining assets	1,322	504	818		2.4		1.0		1.4
Oil	25,342	13,660	11,682		46.2		25.3		20.9
Gas	20,939	9,656	11,283		37.9		17.9		20.0
NGL	4,106	2,207	1,899		7.4		4.1		3.3
Diversified	59,478	46,442	13,036	$	108.5	$	85.2	$	23.3
	191,052	192,379	(1,327)	$	352.3	$	347.1	$	5.2
Geography
South America	48,151	63,975	(15,824)	$	89.2	$	116.0	$	(26.8)
Central America & Mexico	45,672	49,599	(3,927)		84.5		89.9		(5.4)
United States	48,472	37,728	10,744		88.5		66.3		22.2
Canada	33,013	25,230	7,783		60.7		46.3		14.4
Rest of World	15,744	15,847	(103)		29.4		28.6		0.8
	191,052	192,379	(1,327)	$	352.3	$	347.1	$	5.2
Type
Revenue-based royalties	71,259	62,106	9,153	$	130.9	$	111.4	$	19.5
Streams	98,163	109,922	(11,759)		181.3		199.5		(18.2)
Profit-based royalties	14,913	13,039	1,874		27.6		22.2		5.4
Other	6,717	7,312	(595)		12.5		14.0		(1.5)
	191,052	192,379	(1,327)	$	352.3	$	347.1	$	5.2

Starting in Q4 2021, revenue from Franco-Nevada’s Energy assets is included in the calculation of GEOs. GEOs for comparative periods have been recalculated to conform with the current presentation. Refer to Note 1 at the bottom of page 5 of this MD&A for the methodology for calculating GEOs and, for illustrative purposes, to the average commodity price table above for indicative prices which may be used in the calculations of GEOs.


2022 Second Quarter Management’s Discussion and Analysis	11

We earned $352.3 million in revenue in Q2 2022, up 1.5% from Q2 2021. The growth in our revenue was primarily driven by higher realized oil and gas prices from our Energy assets which more than offset the decrease in revenue from our Precious Metal assets, resulting in 69.2% of our revenue being sourced from Precious Metals, down from 75.5% in Q2 2021. Geographically, we remain heavily invested in the Americas, with 91.7% of our revenue in Q2 2022, compared to 91.7% in Q2 2021.

Chart, bar chart

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We sold 191,052 GEOs in Q2 2022 compared to 192,379 GEOs in Q2 2021. A comparison of our sources of GEOs in Q2 2022 to Q2 2021 is shown below:

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2022 Second Quarter Management’s Discussion and Analysis	12

Precious Metals

Our Precious Metal assets contributed 131,574 GEOs in Q2 2022, compared to 145,937 GEOs in Q2 2021. The decrease is primarily due to the following:

●

Antamina – We sold 9,024 GEOs from our Antamina silver stream, compared to 13,478 GEOs in Q2 2021. As expected, silver ounces sold decreased in the current quarter compared to the prior year period when silver production was particularly strong. In addition, the decrease in GEOs reflects a less favourable GEO conversion ratio when compared to the 2021 period.

●

Goldstrike – We earned 3,233 GEOs from our Goldstrike royalties, compared to 7,146 GEOs in Q2 2021. While our attributable production increased in the current period relative to the prior year period, Q2 2021 included $7.1 million in revenue related to prior periods.

●

Guadalupe-Palmarejo – We sold 10,528 GEOs from our Guadalupe-Palmarejo stream in Q2 2022, compared to 14,097 GEOs in Q2 2021. In the prior year period, we received higher deliveries than in the current period due to differences in the timing of deliveries and a larger proportion of production was also sourced from ground covered by our stream.

●

Stillwater – We earned 6,331 GEOs from Stillwater, compared to 9,521 GEOs in Q2 2021. While PGM ounces were relatively consistent period over period, revenue and GEOs decreased due to lower realized palladium and platinum prices.

●

Antapaccay – We sold 10,712 GEOs from our Antapaccay stream, compared to 12,866 GEOs in Q2 2021 due to the timing of shipments.

The above decreases were partly offset by the following:

●

Hemlo – We earned 4,621 GEOs from our Hemlo royalties, compared to 2,527 GEOs in Q2 2021, reflecting an increase in production on royalty lands and an improvement in operating costs which benefited our NPI royalty.

●

Gold Quarry – We earned 1,026 ounces from our Gold Quarry royalty, compared to nil in Q2 2021. Revenue in the current period was higher due to the timing of payments.

●

Subika (Ahafo) – We earned 2,150 GEOs from our Subika (Ahafo) royalty, compared to 1,280 GEOs in Q2 2021, reflecting an increase in production and a larger proportion of production being sourced from ground covered by our royalty.

●

Tasiast – We earned 2,127 GEOs from our Tasiast royalty, compared to 1,441 GEOs in Q2 2021 which is largely attributed to increased throughput capacity. At the Tasiast 24k project, the process plant continues to regularly reach throughput of 21,000 tonnes per day and averaged 21,000 t/d during June 2022.

Diversified

Our Diversified assets generated $108.5 million in revenue, up from $85.2 million in Q2 2021, primarily comprising our Iron Ore and Energy interests. Our Iron Ore assets generated $14.6 million in Q2 2022, compared to $36.9 million in Q2 2021. Our Energy interests contributed $91.5 million in revenue in Q2 2022, compared to $47.3 million in Q2 2021. When converted to GEOs, Diversified assets contributed 59,478 GEOs, up from 46,442 GEOs in Q2 2021. In Q2 2022, GEOs from our Energy assets benefited from a more favourable GEO conversion ratio than in Q2 2021, while GEOs from our Iron Ore assets were negatively impacted by a less favourable GEO conversion ratio.

Other Mining

●

Vale Royalty – We recorded $10.1 million in revenue from our Vale Royalty in Q2 2022 compared to $28.0 million in Q2 2021. Q2 2021 was the first quarter we recorded revenue following the acquisition of the interest. In that quarter, we recorded royalty payments for the six-month period ended June 30, 2021. That six-month period also experienced higher iron ore prices than in the current quarter.

●

LIORC – Labrador Iron Ore Royalty Corporation (“LIORC”) contributed $4.5 million in revenue in Q2 2022, compared to $8.9 million in Q2 2021. LIORC declared a cash dividend of C$0.90 per common share, compared to C$1.75 per common share in Q2 2021, reflecting lower iron ore prices.

Energy

●

Marcellus – Revenue from the Marcellus asset was $15.1 million in Q2 2022, compared to $7.4 million in Q2 2021. Revenues benefited from significantly higher NGL and natural gas prices, partly offsetting a slight decrease in production.

●

Haynesville – Revenue from the Haynesville asset was $18.1 million in Q2 2022, compared to $7.2 million in Q2 2021, as the asset is benefiting from current high natural gas prices and production from high royalty interest wells.

●

SCOOP/STACK – Royalties from the SCOOP/STACK generated $14.5 million in Q2 2022, compared to $9.5 million, reflecting higher prices.

●

Permian – Royalties from the Permian Basin contributed $14.4 million in Q2 2022, compared to $7.8 million in Q2 2021. The increase in revenue in the current period reflects higher realized prices, an increase in drilling activity levels and production sourced from wells that carry relatively high royalty rates.

●

Weyburn – Revenue from the Weyburn Unit was $20.7 million in Q2 2022, compared to $10.6 million in Q2 2021, reflecting the increase in commodity prices and the operating leverage of our NRI.


2022 Second Quarter Management’s Discussion and Analysis	13

Costs of Sales

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


	For the three months ended June 30,
(expressed in millions)	2022		2021		Variance
Costs of stream sales	$	41.3	$	44.2	$	(2.9)
Mineral production taxes		0.4		0.5		(0.1)
Mining costs of sales	$	41.7	$	44.7	$	(3.0)
Energy costs of sales		3.8		2.6		1.2
	$	45.5	$	47.3	$	(1.8)

Costs of stream sales were lower compared to Q2 2021, primarily reflecting the decrease in GEOs from our streams. This was partly offset by the impact of having received a larger proportion of our GEOs from streams which carry a higher cost per ounce. A comparison of our costs of sales incurred in Q2 2022 to Q2 2021 is shown below:

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2022 Second Quarter Management’s Discussion and Analysis	14

Depletion and Depreciation

Depletion and depreciation expense totaled $69.6 million in Q2 2022, compared to $77.2 million in Q2 2021. While GEOs sold in the current quarter were relatively consistent with the prior year period, we also sold a higher proportion of GEOs from assets which carry a relatively lower depletion rate per GEO. A comparison of our depletion expense incurred in Q2 2022 to Q2 2021 is shown below:

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Income Taxes

Income tax expense was $36.7 million in Q2 2022, compared to $29.4 million in Q2 2021, comprised of a current income tax expense of $30.5 million (Q2 2021 – $15.2 million) and a deferred income tax expense of $6.2 million (Q2 2021 – a deferred tax expense of $14.2 million).

Net Income

Net income for Q2 2022 was $196.5 million, or $1.03 per share, compared to $175.3 million, or $0.92 per share, in Q2 2021. The increase in net income is primarily attributable to increased revenue and lower operating expenses, partly offset by higher income tax expenses. Adjusted Net Income, which adjusts for impairment charges and reversals, foreign exchange gains and losses and other income and expenses, among other items, was $195.8 million, or $1.02 per share, compared to $182.6 million, or $0.96 per share, earned in Q2 2021.


2022 Second Quarter Management’s Discussion and Analysis	15

Review of Year-To-Date Financial Performance

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



Average prices and rates		H1 2022		H1 2021		Variance
Gold⁽¹⁾	($/oz)	$	1,873	$	1,805	3.8	%
Silver⁽¹⁾	($/oz)		23.29		26.47	(12.0)	%
Platinum⁽¹⁾	($/oz)		993		1,170	(15.1)	%
Palladium⁽¹⁾	($/oz)		2,207		2,593	(14.9)	%
Iron Ore Fines 62% Fe CFR China	($/tonne)		142		212	(33.0)	%

Edmonton Light	(C$/bbl)		127.01		72.42	75.4	%
West Texas Intermediate	($/bbl)		101.35		55.80	81.6	%
Henry Hub	($/mcf)		6.03		2.85	111.6	%

CAD/USD exchange rate⁽²⁾			0.7866		0.8019	(1.9)	%

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

Revenue and GEO sales by commodity, geographical location and type of interest for the six months ended June 30, 2022 and 2021 were as follows:


	Gold Equivalent Ounces⁽¹⁾			Revenue (in millions)
For the six months ended June 30,	2022	2021	Variance	2022		2021		Variance
Commodity
Gold	202,545	216,069	(13,524)	$	378.2	$	384.9	$	(6.7)
Silver	40,857	52,350	(11,493)		76.9		92.7		(15.8)
PGM	16,799	23,487	(6,688)		31.5		41.5		(10.0)
Precious Metals	260,201	291,906	(31,705)	$	486.6	$	519.1	$	(32.5)
Iron ore	18,262	23,216	(4,954)	$	33.9	$	41.9	$	(8.0)
Other mining assets	1,885	1,309	576		3.5		2.6		0.9
Oil	45,518	28,585	16,933		85.2		51.2		34.0
Gas	36,081	18,134	17,947		67.4		32.3		35.1
NGL	7,719	4,966	2,753		14.5		8.9		5.6
Diversified	109,465	76,210	33,255	$	204.5	$	136.9	$	67.6
	369,666	368,116	1,550	$	691.1	$	656.0	$	35.1
Geography
South America	102,268	115,024	(12,756)	$	191.4	$	204.9	$	(13.5)
Central America & Mexico	87,335	87,987	(652)		163.7		158.1		5.6
United States	86,386	75,688	10,698		161.6		132.6		29.0
Canada	60,527	56,994	3,533		112.4		102.0		10.4
Rest of World	33,150	32,423	727		62.0		58.4		3.6
	369,666	368,116	1,550	$	691.1	$	656.0	$	35.1
Type
Revenue-based royalties	135,368	115,601	19,767	$	252.2	$	205.5	$	46.7
Streams	194,903	211,005	(16,102)		365.5		376.4		(10.9)
Profit-based royalties	28,161	29,069	(908)		52.4		50.9		1.5
Other	11,234	12,441	(1,207)		21.0		23.2		(2.2)
	369,666	368,116	1,550	$	691.1	$	656.0	$	35.1

Starting in Q4 2021, revenue from Franco-Nevada’s Energy assets are included in the calculation of GEOs. GEOs for comparative periods have been recalculated to conform with the current presentation. Refer to Note 1 at the bottom of page 5 of this MD&A for the methodology for calculating GEOs and, for illustrative purposes, to the average commodity price table above for indicative prices which may be used in the calculations of GEOs.

We earned $691.1 million in revenue in H1 2022, up 5.4% from H1 2021. The growth in our revenue was driven by higher revenue from our Energy assets, partly offset by a decrease in GEOs earned from our Precious Metal and Iron Ore assets.


2022 Second Quarter Management’s Discussion and Analysis	16

We earned 70.4% of our H1 2022 revenue from Precious Metal assets, compared to 79.1% in H1 2021 due to the growth in our Diversified assets driven by the increase in oil and gas prices in the first half of 2022. Geographically, we remain heavily invested in the Americas, with 91.0% in H1 2022, compared to 91.1% in H1 2021.

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We sold 369,666 GEOs in H1 2022, compared to 368,116 GEOs in H1 2021. A comparison of our sources of GEOs in H1 2022 to H1 2021 is shown below:

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2022 Second Quarter Management’s Discussion and Analysis	17

Precious Metals

Our Precious Metal assets contributed 260,201 GEOs in H1 2022, down from 291,906 GEOs in H1 2021. The decrease in GEOs from Precious Metal assets compared to the prior year was primarily due to the following:

●

Antamina – We sold 20,354 GEOs from our Antamina silver stream, compared to 30,030 GEOs in H1 2021. The decrease in GEOs reflects a decrease in silver ounces sold relative to the prior year period when silver production at Antamina was particularly strong together with a less favourable GEO conversion ratio for silver.

●

Stillwater – We earned 11,632 GEOs from Stillwater, compared to 17,812 GEOs in H1 2021. Production in the current period was impacted by operational challenges and restrictions following a fatality in June 2021. The decrease in GEOs also reflects a less favourable GEO conversion ratio for platinum and palladium. We expect the flood reported in mid-June 2022 by Sibanye-Stillwater to slightly impact our royalty payments in H2 2022.

●

Antapaccay – We sold 25,773 GEOs from our Antapaccay stream, compared to 31,364 GEOs in H1 2021 due to anticipated lower grades in 2022 as well as a temporary elevated strip ratio.

●

Hemlo – We sold 9,736 GEOs in H1 2022 compared to 14,202 GEOs in H1 2021. The decrease in GEOs sold was driven by production shifting from ground where we hold our royalty interests and higher costs.

●

Goldstrike – We earned 6,017 GEOs from our Goldstrike royalties, compared to 9,593 GEOs in H1 2021. The prior year period included $7.1 million in revenue related to prior periods.

The above decreases were partly offset by the following factors:

●

Candelaria – We sold 32,806 GEOs from our Candelaria stream, compared to 30,153 in H1 2021 as production levels normalized and due to differences in the timing of shipments.

●

Detour – We earned 7,922 GEOs from our Detour royalty, compared to 6,153 GEOs in H1 2021, reflecting higher production at the mine.

●

Subika (Ahafo) – We earned 3,742 GEOs from our Subika (Ahafo) royalty, compared to 2,484 GEOs in H1 2021, reflecting an increase in production due to higher ore grade milled as well as a larger proportion of production being sourced from ground covered by our royalty.

●

Tasiast – We earned 4,782 GEOs from our Tasiast royalty, compared to 3,334 GEOs in H1 2021, attributable to higher grades as well as higher throughput as capacity continues to increase as part of the Tasiast 24k project.

Diversified

Our Diversified assets generated $204.5 million in revenue in H1 2022, up from $136.9 million in H1 2021, primarily comprising our Iron Ore and Energy interests. Our Iron Ore assets generated $33.9 million in H1 2022, compared to $41.9 million in H1 2021. Our Energy interests contributed $167.1 million in revenue in H1 2022, compared to $92.4 million in H1 2021. When converted to GEOs, Diversified assets contributed 109,465 GEOs in H1 2022, up from 76,210 GEOs in H1 2021. The calculation of GEOs from Diversified assets is affected by relative changes in commodity prices during the period. In H1 2022, revenues from our Energy interests benefited from more favourable GEO conversion ratios than in H1 2021 due to higher relative prices, while GEOs from our Iron Ore assets were negatively impacted by a less favourable GEO conversion ratio.

Other Mining

●

Vale Royalty – Revenue from Vale was $26.9 million in H1 2022 compared to $28.0 million in H1 2021, primarily due to lower iron ore prices, as well as lower attributable sales.

●

LIORC – LIORC contributed $7.0 million in revenue in H1 2022 compared to $13.9 million in H1 2021, reflecting higher iron ore prices and pellet premiums, partially offset by lower volumes of concentrate sales at the Carol Lake mine. Iron Ore Company of Canada reported higher than historical levels of capital expenditures in order to maintain and upgrade existing infrastructure at the Carol Lake mine.

Energy

●

SCOOP/STACK – Royalties from the SCOOP/STACK generated $27.7 million in H1 2022 compared to $17.8 million in H1 2021, primarily due to higher realized prices.

●

Permian – Royalties from the Permian Basin contributed $26.4 million in H1 2022 compared to $16.0 million in H1 2021, reflecting higher commodity prices and higher production volumes from the Permian Basin compared to the prior year.

●

Marcellus – Revenue from the Marcellus asset, operated by Range Resources, was $28.4 million in H1 2022 compared to $15.0 million in H1 2021. Higher prices for natural gas and natural gas liquids more than offset a slight reduction in production in the current year.

●

Haynesville – In H1 2022, we earned $31.5 million in revenue from our Haynesville portfolio, compared to $14.4 million in H1 2021. The increase is largely due to production from some high royalty interest wells and higher natural gas prices.

●

Weyburn – Revenue from the Weyburn Unit in H1 2022 was $37.1 million compared to $19.7 million in H1 2021. Revenues benefited from strong prices in H1 2022, whereas in H1 2021, operating and capital costs largely offset sales from the NRI interest due to the low price environment.


2022 Second Quarter Management’s Discussion and Analysis	18

Costs of Sales

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


	For the six months ended June 30,
(expressed in millions)	2022		2021		Variance
Costs of stream sales	$	81.3	$	81.3	$	—
Mineral production taxes		0.9		1.1		(0.2)
Mining costs of sales	$	82.2	$	82.4	$	(0.2)
Energy costs of sales		6.9		5.5		1.4
	$	89.1	$	87.9	$	1.2

Costs of stream sales in H1 2022 increased relative to H1 2021. While we sold fewer GEOs from our stream interests in H1 2022 compared to the prior year period, costs of sales increased as we earned a larger proportion of our GEOs from streams which carry a higher cost per ounce. A comparison of our costs of sales incurred in H1 2022 to H1 2021 is shown below:

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2022 Second Quarter Management’s Discussion and Analysis	19

Depletion and Depreciation

Depletion and depreciation expense totaled $144.2 million in H1 2022 compared to $148.4 million in H1 2021. While total GEOs sold increased over the prior year period, a larger proportion of our GEOs were earned from assets which carry a lower depletable base, reflecting an increase in GEOs sold. A comparison of our depletion expense incurred in H1 2022 to H1 2021 is shown below:

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Income Taxes

Income tax expense in H1 2022 totaled $72.7 million, compared to $49.2 million in H1 2021, comprised of a current income tax expense of $59.5 million (H1 2021 – $37.3 million) and a deferred income tax expense of $13.2 million (H1 2021 – $11.9 million).

Franco-Nevada is undergoing an audit by the CRA of its 2012-2017 taxation years. Refer to the “Contingencies” section of this MD&A for further details.

Net Income

Net income in H1 2022 was $378.5 million, or $1.98 per share, compared to $346.8 million, or $1.82 per share in H1 2021, reflecting strong revenue from our Energy assets as well as lower operating expenses. In addition, our net income in H1 2021 was lowered by the impairment charges recorded on our Aği Daği royalty.

Adjusted Net Income was $373.0 million, or $1.95 per share, compared to $343.5 million, or $1.80 per share, earned in H1 2021. The increase in Adjusted Net Income in H1 2022 was primarily driven by our increased revenue relative to H1 2021.


2022 Second Quarter Management’s Discussion and Analysis	20

General and Administrative and Share-Based Compensation Expenses

The following table provides a breakdown of general and administrative expenses and share-based compensation expenses incurred for the periods presented:


	For the three months ended June 30,						For the six months ended June 30,
(expressed in millions)	2022		2021		Variance		2022		2021		Variance
Salaries and benefits	$	2.1	$	2.2	$	(0.1)	$	4.4	$	4.3	$	0.1
Professional fees		0.6		1.2		(0.6)		2.1		2.0		0.1
Filing fees		0.5		0.1		0.4		0.8		0.4		0.4
Office costs		0.1		0.1		—		0.2		0.2		—
Board of Directors' costs		0.1		0.1		—		0.2		0.1		0.1
Other		2.4		1.7		0.7		3.7		2.6		1.1
General and administrative expenses	$	5.8	$	5.4	$	0.4	$	11.4	$	9.6	$	1.8
Share-based compensation expenses		—		5.0		(5.0)		4.3		7.0		(2.7)
	$	5.8	$	10.4	$	(4.6)	$	15.7	$	16.6	$	(0.9)

General and administrative and share-based compensation expenses represented 2.3% of our revenue, down from 2.5% in H1 2021. Our general and administrative expenses include business development costs. These costs vary depending upon the level of business development related activity and the timing of completing transactions.

Share-based compensation expenses include the amortization expense of equity-settled stock options and restricted share units, as well as the gain or loss on the mark-to-market value of the deferred share units (“DSUs”) granted to the directors of Franco-Nevada. Share-based compensation was lower in H1 2022 than in H1 2021 owing to the lower share price during the period, which resulted in a lower mark-to-market on the DSU liability.

Other Income and Expenses

Foreign Exchange and Other Income/Expenses

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


	For the three months ended June 30,						For the six months ended June 30,
(expressed in millions)	2022		2021		Variance		2022		2021		Variance
Foreign exchange (loss) gain	$	(2.2)	$	(1.0)	$	(1.2)	$	4.0	$	(1.1)	$	5.1
Other income (expenses)		1.8		(0.2)		2.0		1.8		(0.2)		2.0
	$	(0.4)	$	(1.2)	$	0.8	$	5.8	$	(1.3)	$	7.1

The parent company’s functional currency is the Canadian dollar, while the functional currency of certain subsidiaries is the U.S. dollar. Under IFRS, 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. In H1 2022, the foreign exchange gain is primarily related to a receivable from our Vale Royalty for the H2 2021 and Q1 2022 periods. The receivable is denominated in Brazilian reais and resulted in a foreign exchange gain when converted to the Canadian dollar.

Finance Income and Finance Expenses

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


	For the three months ended June 30,						For the six months ended June 30,
(expressed in millions)	2022		2021		Variance		2022		2021		Variance
Finance income
Interest	$	2.8	$	1.7	$	1.1	$	3.5	$	2.4	$	1.1
	$	2.8	$	1.7	$	1.1	$	3.5	$	2.4	$	1.1
Finance expenses
Standby charges	$	0.5	$	0.5	$	—	$	1.1	$	1.1	$	—
Amortization of debt issue costs		0.3		0.3		—		0.6		0.5		0.1
Interest		—		0.2		(0.2)		—		0.2		(0.2)
Accretion of lease liabilities		—		0.1		(0.1)		—		0.1		(0.1)
	$	0.8	$	1.1	$	(0.3)	$	1.7	$	1.9	$	(0.2)

Finance income is earned on our cash and cash equivalents and interest income on the Noront loan receivable. Interest income from the Noront loan receivable was $2.8 million and $3.5 million for Q2 2022 and H1 2022, respectively. In Q2 2022 and H1 2022, interest income from Noront includes a repayment of 5% of the principal amount upon a change in control of Noront by Wyloo Metals on April 7, 2022.

In H1 2022, finance expenses consisted of standby charges, which represent the costs of maintaining our credit facility based on the undrawn amounts and the amortization of costs incurred with respect to the initial set-up or subsequent amendments of our credit facility.


2022 Second Quarter Management’s Discussion and Analysis	21

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, Margin, GEOs, per GEO amounts and		Q2			Q1			Q4			Q3			Q2			Q1			Q4			Q3
per share amounts)		2022			2022			2021			2021			2021			2021			2020			2020
Revenue	$	352.3		$	338.8		$	327.7		$	316.3		$	347.1		$	308.9		$	304.5		$	279.8
Costs and expenses⁽²⁾		120.7			126.8			60.6			119.5			141.8			117.4			108.7			101.5
Operating income		231.6			212.0			267.1			196.8			205.3			191.5			195.8			178.3
Other income (expenses)		1.6			6.0			(1.5)			(0.6)			(0.6)			(0.2)			2.4			0.8
Income tax expense		36.7			36.0			44.7			30.2			29.4			19.8			21.5			25.2
Net income		196.5			182.0			220.9			166.0			175.3			171.5			176.7			153.9
Basic earnings per share	$	1.03		$	0.95		$	1.16		$	0.87		$	0.92		$	0.90		$	0.93		$	0.81
Diluted earnings per share	$	1.02		$	0.95		$	1.15		$	0.87		$	0.92		$	0.90		$	0.92		$	0.81
Net cash provided by operating activities	$	257.3		$	230.6		$	279.0		$	206.9		$	245.2		$	224.3		$	246.3		$	212.2
Net cash used in investing activities		(14.8)			(1.6)			(36.4)			(7.1)			(543.1)			(178.4)			(137.9)			(117.6)
Net cash (used in) provided by financing activities		(48.6)			(47.6)			(46.1)			(47.3)			(44.9)			(41.9)			(39.7)			(9.4)
Average Gold Price⁽³⁾	$	1,872		$	1,874		$	1,795		$	1,789		$	1,816		$	1,794		$	1,873		$	1,911
GEOs sold⁽⁴⁾		191,052			178,614			182,543			177,578			192,379			175,737			162,533			146,578
Cash Costs^{(5) (6)}	$	45.5		$	43.6		$	48.4		$	42.0		$	47.3		$	40.6		$	46.7		$	40.5
Cash Costs^{(5) (6)} per GEO sold	$	238		$	244		$	265		$	237		$	246		$	231		$	287		$	276
Adjusted EBITDA⁽⁵⁾	$	301.2		$	286.6		$	269.8		$	269.8		$	290.0		$	262.7		$	253.7		$	235.1
Adjusted EBITDA⁽⁵⁾ per share	$	1.57		$	1.50		$	1.41		$	1.41		$	1.52		$	1.37		$	1.33		$	1.23
Margin⁽⁵⁾		85.5	%		84.6	%		82.3	%		85.3	%		83.5	%		85.0	%		83.3	%		84.0	%
Adjusted Net Income⁽⁵⁾	$	195.8		$	177.2		$	163.7		$	165.6		$	182.6		$	160.9		$	163.0		$	152.3
Adjusted Net Income⁽⁵⁾ per share	$	1.02		$	0.93		$	0.86		$	0.87		$	0.96		$	0.84		$	0.85		$	0.80

1	Sum of the quarters may not add up to yearly total due to rounding.

2	Includes impairment (reversals) and charges on royalty, stream and working interests of $(75.5) million in Q4 2021, $7.5 million in Q2 2021 and $(9.6) million in Q4 2020.

3	Based on LBMA Gold Price PM Fix.

Starting in Q4 2021, revenue from Franco-Nevada’s Energy assets is included in the calculation of GEOs. In this MD&A, GEOs for comparative periods have been recalculated to conform with the current presentation. GEOs include Franco-Nevada’s attributable share of production from our Mining and Energy assets, after applicable recovery and payability factors. GEOs are estimated on a gross basis for NSR and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For NPI royalties, GEOs are calculated taking into account the NPI economics. Silver, platinum, palladium, iron ore, oil, gas and other commodities are converted to GEOs by dividing associated revenue, which includes settlement adjustments, by the relevant gold price. The price used in the computation of GEOs earned from a particular asset varies depending on the royalty or stream agreement, which may make reference to the market price realized by the operator, or the average price for the month, quarter, or year in which the commodity was produced or sold. For illustrative purposes, please refer to the average commodity price table on pages 11 and 16 of this MD&A for indicative prices which may be used in the calculation of GEOs for the three and six months ended June 30, 2022 and 2021, respectively.

Cash Costs, Cash Costs per GEOs, Adjusted EBITDA, Adjusted EBITDA per share, Margin, Adjusted Net Income and Adjusted Net Income per share are non-GAAP financial measures with no standardized meaning under IFRS and might not be comparable to similar financial measures disclosed by other issuers. Starting in Q4 2021, production and revenue from Franco-Nevada’s Energy assets is included in the calculation of GEOs. GEOs for comparative periods have been recalculated to conform with the current presentation. Similarly, the composition of Cash Costs and Cash Costs per GEOs has been amended to include production costs from Franco-Nevada’s Energy assets, and Cash Costs and Cash Costs per GEOs for comparative periods have been recalculated to conform with current presentation. Refer to the “Non-GAAP financial measures” section of this MD&A for more information on each non-GAAP financial measure.

Starting in Q4 2021, revenue from Franco-Nevada’s Energy assets is included in the calculation of GEOs. Similarly, the composition of Cash Costs and Cash Costs per GEO has been amended to include costs and GEOs related to Franco-Nevada’s Energy assets. Cash Costs and Cash Costs per GEO for comparative periods have been recalculated to conform with current presentation.


2022 Second Quarter Management’s Discussion and Analysis	22

Balance Sheet Review

Summary Balance Sheet and Key Financial Metrics


	At June 30,			At December 31,
(expressed in millions, except debt to equity ratio)	2022		2021
Cash and cash equivalents	$	910.6	$	539.3

Current assets		1,102.8		751.4
Non-current assets		5,307.7		5,458.5
Total assets	$	6,410.5	$	6,209.9

Current liabilities	$	42.4	$	43.2
Non-current liabilities		141.4		141.5
Total liabilities	$	183.8	$	184.7

Total shareholders’ equity	$	6,226.7	$	6,025.2

Total common shares outstanding		191.6		191.3
Capital management measures
Available capital	$	1,892.7	$	1,621.1
Debt-to-equity		—		—

Assets

Total assets were $6,410.5 million at June 30, 2022 compared to $6,209.9 million at December 31, 2021. Our asset base is primarily comprised of non-current assets such as our royalty, stream and working interests, and equity investments, while our current assets are primarily comprised of cash and cash equivalents and accounts receivable. The increase in assets compared to December 31, 2021 primarily reflects our higher cash and accounts receivable balances, partly offset by a decrease in our royalty, stream and working interest due to depletion and repayment of the loan receivable.

Liabilities

Total liabilities were relatively consistent with those as at December 31, 2021. Total liabilities as at June 30, 2022 are primarily comprised of $34.9 million of accounts payable and accrued liabilities, $7.5 million of current income tax liabilities, and $135.7 million of deferred income tax liabilities.

Shareholders’ Equity

Shareholders’ equity increased by $201.5 million compared to December 31, 2021, reflecting net income of $378.5 million, a loss on the fair value of investments, net of tax, of $57.1 million, a loss of $27.0 million in currency translation adjustments, and dividends of $123.2 million in Q2 2022. Of those dividends, $21.8 million were settled through the issuance of common shares pursuant to the DRIP.


2022 Second Quarter Management’s Discussion and Analysis	23

Liquidity and Capital Resources

Cash flow for the three and six months ended June 30, 2022 and 2021 was as follows:


	For the three months ended				For the six months ended
	June 30,				June 30,
(expressed in millions)	2022		2021		2022		2021
Net cash provided by operating activities	$	257.3	$	245.2	$	487.9	$	469.5
Net cash used in investing activities		(14.8)		(543.1)		(16.4)		(721.5)
Net cash used in financing activities		(48.6)		(44.9)		(96.2)		(86.8)
Effect of exchange rate changes on cash and cash equivalents		(6.0)		2.0		(4.0)		2.3
Net change in cash and cash equivalents	$	187.9	$	(340.8)	$	371.3	$	(336.5)

Operating Cash Flow

Net cash provided by operating activities was $257.3 million in Q2 2022 (Q2 2021 – $245.2 million). Operating cash flow in Q2 2022 was higher than in the same period in 2021 due to the increase in revenue primarily due to higher energy prices in the period. Also reflected in operating cash flow are cash flows related to gold bullion we received as settlement for certain of our royalties. In Q2 2022, we sold a larger portion of our gold bullion balance than in Q2 2021. These operating cash inflows were partly offset by higher non-cash working capital.

For H1 2022, net cash provided by operating activities was $487.9 million (H1 2021 - $469.5 million). Operating cash flow was higher due to an increase in GEOs and revenues compared to H1 2021.

Investing Activities

Net cash used in investing activities was $14.8 million in Q2 2022 (Q2 2021 – $543.1 million), and consisted of the acquisition of the Caserones royalty of $37.4 million, shares of EMX for $10.0 million, and the Castle Mountain royalty for $6.0 million and the funding of our share of royalty acquisitions through the Royalty Acquisition Venture with Continental, partially offset by the Noront loan repayment of $42.7 million. Comparatively, investing activities in Q2 2021 consisted primarily of the acquisition of the Vale Royalty Debentures at a cost of $538 million (R$3,049,500,000).

For H1 2022, net cash used in investing activities was $16.4 million (H1 2021 - $721.5 million) and consisted of the acquisition of the Caserones royalty for $37.4 million, shares of EMX for $10.0 million, and the Castle Mountain royalty for $6.0 million and the funding of our share of acquisitions through the Royalty Acquisition Venture with Continental. These cash outlays were partially offset by the receipt of $42.7 million as repayment of our loan to Noront. Comparatively, in H1 2021, investing activities consisted of the acquisition of the Vale Royalty Debentures at a cost of $538 million (R$3,049,500,000), the Condestable stream for a gross purchase price of $165.0 million, the Séguéla royalty for $15.2 million (A$20.0 million), and $12.8 million of royalty acquisitions through the Royalty Acquisition Venture.

Financing Activities

For Q2 2022, net cash used by financing activities was $48.6 million (Q2 2021 – $44.9 million), reflecting the payment of dividends. In Q2 2022, we also received $2.7 million in proceeds from the exercise of stock options. Comparatively, in Q2 2021, the Company drew $150.0 million from its Corporate Revolver to finance the acquisition of the Vale Royalty Debentures, but repaid the amounts borrowed within the same period.

For H1 2022, net cash used by financing activities was $96.2 million (H1 2021 - $86.8 million), reflecting the payments of dividends. Comparatively, in H1 2021, the Company drew $150.0 million from its Corporate Revolver to finance the acquisition of the Vale Royalty Debentures, but repaid the amounts borrowed within the same period.


2022 Second Quarter Management’s Discussion and Analysis	24

Capital Resources

Our cash and cash equivalents totaled $910.6 million as at June 30, 2022 (December 31, 2021 – $539.3 million). In addition, we held investments of $213.2 million as at June 30, 2022 (December 31, 2021 – investments and loan receivable of $275.6 million), of which $169.2 million was held in publicly-traded equity instruments (December 31, 2021 – $231.0 million). Of the $169.2 million held in publicly-traded equity instruments, $139.3 million relate to our holdings of LIORC (December 31, 2021 – $187.4 million).

As at the date of this MD&A, we have one revolving credit facility available. The Corporate Revolver is a $1.0 billion unsecured, revolving credit facility with a term maturing July 9, 2025. Advances under the Corporate Revolver bear interest depending upon the currency of the advance and Franco-Nevada’s leverage ratio. Funds are generally drawn using LIBOR 30-day rates plus 100 basis points. As at June 30, 2022, while we have no amounts outstanding against the Corporate Revolver, we have two standby letters of credit in the amount of $17.9 million (C$23.1 million) in relation to the audit by the CRA, as referenced in the “Contingencies” section of this MD&A. These standby letters of credit reduce the available balance under the Corporate Revolver. As at August 10, 2022, we have a total of $982.1 million available under the Corporate Revolver.

Management’s objectives when managing capital are:

(a)

when capital is not being used for long-term investments, ensure its preservation and availability by investing in low-risk investments with high liquidity; and

(b)

to ensure that adequate levels of capital are maintained to meet Franco-Nevada’s operating requirements and other current liabilities.

As at June 30, 2022, the majority of funds were held in cash deposits with several financial institutions. We invest our excess funds in term deposits. Certain investments with maturities upon acquisition of 3 months, or 92 days or less, were classified as term deposits within cash and cash equivalents on the statement of financial position.

Our performance is impacted by foreign currency fluctuations of the Canadian dollar and Australian dollar relative to the U.S. dollar. The largest exposure is with respect to the Canadian/U.S. dollar exchange rates as we hold a significant amount of our assets in Canada and report our results in U.S. dollars. The effect of volatility in these currencies against the U.S. dollar impacts our general and administrative expenses and depletion of our royalty, stream and working interests incurred in our Canadian and Australian entities due to their respective functional currencies. During Q2 2022, the Canadian dollar traded in a range of $0.7669 to $0.8031, ending at $0.7760, and the Australian dollar traded between $0.6878 and $0.7595, ending at $0.6891.

Our near-term cash requirements include our funding commitments towards the Tocantinzinho Stream and Term Loan, the Royalty Acquisition Venture with Continental, commitments for contingent payments under various royalty purchase agreements, corporate administration costs, certain costs of operations, payment of dividends and income taxes directly related to the recognition of royalty, stream and working interest revenues. As a royalty and stream company, we are subject to limited requirements for capital expenditures other than for the acquisition of additional royalties or streams and capital commitments for our working interests. Such acquisitions are entirely discretionary and will be consummated through the use of cash, as available, or through the issuance of common shares or other equity or debt securities, or the use of our credit facility. 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.


2022 Second Quarter Management’s Discussion and Analysis	25

Purchase Commitments

The following table summarizes Franco-Nevada’s commitments to pay for gold, silver and PGM pursuant to the associated precious metal agreements as at June 30, 2022:


	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	0	%	22.5	% ⁽⁴⁾	0	%		n/a			5	% ⁽⁵⁾		n/a	40 years		7-Oct-15
Antapaccay	—	% ⁽⁶⁾	—	% ⁽⁷⁾	0	%		20	% ⁽⁸⁾		20	% ⁽⁹⁾		n/a	40 years		10-Feb-16
Candelaria	68	% ⁽¹⁰⁾	68	% ⁽¹⁰⁾	0	%	$	400		$	4.00			n/a	40 years		6-Oct-14
Cobre Panama Fixed Payment Stream	—	% ⁽¹¹⁾	—	% ⁽¹²⁾	0	%	$	418	⁽¹³⁾	$	6.27	⁽¹⁴⁾		n/a	40 years		19-Jan-18
Cobre Panama Floating Payment Stream	—	% ⁽¹⁵⁾	—	% ⁽¹⁶⁾	0	%		20	% ⁽¹⁷⁾		20	% ⁽¹⁸⁾		n/a	40 years		19-Jan-18
Condestable	—	% ⁽¹⁹⁾	—	% ⁽²⁰⁾	0	%		20	% ⁽²¹⁾		20	% ⁽²²⁾		n/a	40 years		8-Mar-21
Karma	4.875	% ⁽²³⁾	0	%	0	%		20	% ⁽²⁴⁾		n/a			n/a	40 years		11-Aug-14
Guadalupe-Palmarejo	50	%	0	%	0	%	$	800			n/a			n/a	40 years		2-Oct-14
Sabodala	—	% ⁽²⁵⁾	0	%	0	%		20	% ⁽²⁶⁾		n/a			n/a	40 years		25-Sep-20
MWS	25	%	0	%	0	%	$	400			n/a			n/a	40 years	⁽²⁷⁾	2-Mar-12
Cooke 4	7	%	0	%	0	%	$	400			n/a			n/a	40 years		5-Nov-09
Sudbury⁽²⁸⁾	50	%	0	%	50	%	$	400			n/a		$	400	40 years		15-Jul-08

Subject to an annual inflationary adjustment except for Antamina, Antapaccay, Karma, Guadalupe-Palmarejo, and Sabodala.

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.

Subject to successive extensions.

Subject to a fixed payability of 90%. Percentage decreases to 15% after 86 million ounces of silver has been delivered under the agreement.

Purchase price is 5% of the average silver price at the time of delivery.

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.

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.

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.

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.

Percentage decreases to 40% after 720,000 ounces of gold and 12.0 million ounces of silver have been delivered under the agreement.

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.

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.

After 1,341,000 ounces of gold delivered, purchase price is the greater of 50% of spot and $418.27 per ounce. 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 will receive a 5% annual rate of return until such mill throughput was achieved, through a reduction of the applicable fixed gold price of $100 per ounce or a delivery of additional ounces for no consideration.

After 21,510,000 ounces of silver delivered, purchase price is the greater of 50% of spot and $6.27 per ounce.

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.

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.

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 will receive a 5% annual rate of return until such mill throughput was achieved, through a reduction of the applicable fixed gold price of $100 per ounce or a delivery of additional ounces for no consideration.

After 9,618,000 ounces of silver delivered, purchase price is 50% of the spot price of silver.

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, 25% of the gold in concentrate.

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, 25% of the silver in concentrate.

Purchase price is 20% of the spot price of gold at the time of delivery.

Purchase price is 20% of the spot price of silver at the time of delivery.

Gold deliveries were fixed until February 28, 2021. Percentage is now 4.875% of gold production.

Purchase price is 20% of the average gold price at the time of delivery.

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).

Purchase price is 20% of prevailing market price at the time of delivery.

Agreement is capped at 312,500 ounces of gold.

Franco-Nevada is committed to purchase 50% of the precious metals contained in ore from the properties. Payment is based on gold equivalent ounces. For McCreedy West, effective June 1, 2021, purchase price per gold equivalent ounce is determined based on the monthly average gold spot price: (i) when the gold spot price is less than $800 per ounce, the purchase price is the prevailing monthly average gold spot price; (ii) when the gold spot price is greater than $800 per ounce but less than $1,333 per ounce, the purchase price is $800 per ounce; (iii) when the gold spot price is greater than $1,333 per ounce but less than $2,000 per ounce, the purchase price is 60% of the prevailing monthly average gold spot price; and (iv) when the gold spot price is greater than $2,000, the purchase price is $1,200 per ounce.


2022 Second Quarter Management’s Discussion and Analysis	26

Capital Commitments

As described in the “Corporate Developments” section above, Franco-Nevada has a strategic relationship with a subsidiary of Continental to jointly acquire royalty rights through the Royalty Acquisition Venture. As at June 30, 2022, Franco-Nevada has remaining commitments of $88.0 million, subject to the achievement of agreed upon development thresholds.

We also have commitments of $12.5 million for contingent payments in relation to our Rosemont/Copper World 0.585% NSR acquired in November 2021, and $8.0 million for contingent payments in relation to our Rio Baker (Salares Norte) royalty.

Subsequent to Q2 2022, as of July 18, 2022, the Company is committed to funding its acquisition of the Stream and obligations under the Term Loan in relation to the Tocantinzinho project as described in the “Corporate Developments” section above.

Contingencies

Canada Revenue Agency Audit

The CRA is conducting an audit of Franco-Nevada for the 2012-2017 taxation years.

During the quarter, the Company received a Notice of Reassessment for the 2017 taxation year in relation to the Canadian Domestic Tax matters, as further detailed below in Note 21(a) of the financial statements. The Company has filed a formal Notice of Objection against the reassessment and has posted security in the form of cash for 50% of the reassessed amounts.

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


2022 Second Quarter Management’s Discussion and Analysis	27

The following table provides a summary of the various CRA audit and reassessment matters further detailed below:


	CRA Position	Taxation Years Reassessed	Potential Exposure for Tax, Interest and Penalties (in millions)
Canadian Domestic Tax Matters	Upfront payment made in connection with precious metal stream agreements should be deducted for income tax purposes in a similar manner to how such amount is expensed for financial statement purposes.	2014, 2015, 2016, 2017	For 2014-2017: Tax: $15.5 (C$19.9) Interest and other penalties: $4.4 (C$5.6) If CRA were to reassess the 2018-2021 taxation years on the same basis: Tax: $34.3 (C$44.2) Interest and other penalties: $3.4 (C$4.3)
Transfer Pricing (Mexico)	Transfer pricing provisions in the Act (as defined below) apply such that a majority of the income earned by the Company’s Mexican subsidiary should be included in the income of the Company and subject to tax in Canada.	2013, 2014, 2015, 2016	For 2013-2016: Tax: $23.3 (C$29.9) Transfer pricing penalties: $8.0 (C$10.3) for 2013-2015; $1.3 (C$1.7) for 2016 under review Interest and other penalties: $11.0 (C$14.2) The amounts set forth above do not include any potential relief under the Canada-Mexico tax treaty. The Company’s Mexican subsidiary ceased operations after 2016 and no reassessments for this issue are expected for subsequent years.
Transfer Pricing (Barbados)	Transfer pricing provisions in the Act (as defined below) apply such that a majority of the income relating to certain precious metal streams earned by the Company’s Barbadian subsidiary should be included in the income of the Company and subject to tax in Canada.	2014, 2015, 2016, 2017	For 2014-2017: Tax: $36.1 (C$46.5) Transfer pricing penalties: $1.9 (C$2.5) for 2014-2015; $11.7 (C$15.1) for 2016-2017 under review Interest and other penalties: $11.7 (C$15.0) If CRA were to reassess the 2018-2021 taxation years on the same basis: Tax: $166.6 (C$214.7) Transfer pricing penalties: $62.9 (C$81.0) Interest and other penalties: $16.4 (C$21.1)
FAPI (Barbados)	The FAPI provisions in the Act (as defined below) apply such that a majority of the income relating to precious metal streams earned by the Company’s Barbadian subsidiary, in 2012 and 2013, should be included in the income of the Company and subject to tax in Canada.	2012, 2013	For 2012-2013: Tax: $5.9 (C$7.7) Interest and other penalties: $3.1 (C$4.0) Based on CRA’s proposal letter, no reassessments for this issue for years after 2013 are expected.

Canadian Domestic Tax Matters (2014-2017)

In October 2019, certain wholly-owned Canadian subsidiaries of the Company received Notices of Reassessment for the 2014 and 2015 taxation years (the “2014 and 2015 Domestic Reassessments”) in which the CRA increased income by adjusting the timing of the deduction of the upfront payments which were made in connection with precious metal stream agreements. The CRA’s position is that the upfront payment should be deducted for income tax purposes in a similar manner to how such upfront payment is expensed for financial statement purposes. Consequently, the CRA’s position results in a slower deduction of the upfront payment and an acceleration of the payment of Canadian taxes. This results in the Company being subject to an incremental payment of Federal and provincial income taxes for these years of $1.1 million (C$1.4 million) (after applying available non-capital losses and other deductions) plus estimated interest (calculated to June 30, 2022) and other penalties of $0.2 million (C$0.2 million). The Company has filed formal Notices of Objection with the CRA against the 2014 and 2015 Domestic Reassessments, posted security in cash for 50% of the reassessed amounts, as referenced in Note 8 of the financial statements, and has commenced an appeal in the Tax Court of Canada with respect to these reassessments.

On September 14, 2021, the Company received a Notice of Reassessment for the 2016 taxation year (the “2016 Domestic Reassessment”) on the same basis as the 2014 and 2015 Domestic Reassessments, resulting in an incremental payment of Federal and provincial income taxes of $7.8 million (C$10.0 million) (after applying available non-capital losses and other deductions) plus interest (calculated to June 30, 2022) and applicable penalties of $2.3 million (C$2.9 million). The Company has filed a formal Notice of Objection with the CRA against the 2016 Domestic Reassessment and has posted security in cash for 50% of the reassessed amounts, as referenced in Note 8 of the financial statements.


2022 Second Quarter Management’s Discussion and Analysis	28

On April 1, 2022, the Company received a Notice of Reassessment for the 2017 taxation year (the “2017 Domestic Reassessment” and, collectively with the 2016 Domestic Reassessment and the 2014 and 2015 Domestic Reassessments, the “Domestic Reassessments”) on the same basis as the 2014 and 2015 Domestic Reassessments, resulting in an incremental payment of Federal and provincial income taxes of $6.6 million (C$8.5 million) (after applying available non-capital losses and other deductions) plus interest (calculated to June 30, 2022) and applicable penalties of $1.9 million (C$2.5 million). The Company has filed a formal Notice of Objection with the CRA against the 2017 Domestic Reassessment and has posted security in cash for 50% of the reassessed amounts, as referenced in Note 8 of the financial statements.

If the CRA were to reassess the particular Canadian subsidiaries for taxation years 2018 through 2021 on the same basis, the Company estimates that it would be subject to an incremental payment of Canadian tax (after applying available non-capital losses and other deductions) of approximately $34.3 million (C$44.2 million) plus interest (calculated to June 30, 2022) and other penalties of approximately $3.4 million (C$4.3 million).

Mexico (2013-2016)

In December 2018 and December 2019, the Company received Notices of Reassessment from the CRA for the 2013 taxation year (the “2013 Reassessment”) and for the 2014 and 2015 taxation years (the “2014 and 2015 Reassessments”, collectively with the 2013 Reassessment, the “2013-2015 Reassessments”) in relation to its Mexican subsidiary. The reassessments were made on the basis of the transfer pricing provisions in the Income Tax Act (Canada) (the “Act”) and asserts that a majority of the income earned by the Mexican subsidiary should have been included in the income of the Company and subject to tax in Canada. The 2013-2015 Reassessments result in additional Federal and provincial income taxes of $19.7 million (C$25.3 million) plus estimated interest (calculated to June 30, 2022) and other penalties of $9.8 million (C$12.7 million) but before any relief under the Canada-Mexico tax treaty. The Company has filed formal Notices of Objection with the CRA against the 2013-2015 Reassessments and has posted security in the form of a standby letter of credit for 50% of the reassessed amounts, as referenced in Note 9 (a) of the financial statements.

In December 2020, the CRA issued revised 2013-2015 Reassessments to include transfer pricing penalties of $8.0 million (C$10.3 million). The Company has filed formal Notices of Objection with the CRA against these revised reassessments and has posted security in the form of cash for 50% of the reassessed amounts of penalties, as referenced in Note 8 of the financial statements. The Company has commenced an appeal in the Tax Court of Canada with respect to the 2013-2015 Reassessments.

On December 21, 2021, the Company received a Notice of Reassessment for the 2016 taxation year (the “2016 Reassessment”) on the same basis as the 2013-2015 Reassessments, resulting in additional Federal and provincial income taxes of $3.6 million (C$4.6 million) plus estimated interest (calculated to June 30, 2022) and other penalties of $1.2 million (C$1.5 million) but before any relief under the Canada-Mexico tax treaty. The Company’s Mexican subsidiary ceased operations after 2016 and no reassessments are expected for subsequent years.

The 2016 Reassessment did not include transfer pricing penalties which are currently under review. If the CRA were to apply transfer pricing penalties, the Company estimates that the amount would be approximately $1.3 million (C$1.7 million). The Company has filed a formal Notice of Objection with the CRA against the 2016 Reassessment and has posted security in the form of cash for 50% of the reassessed amounts, as referenced in Note 8 of the financial statements.

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

Barbados (2014-2017)

The 2014 and 2015 Reassessments also reassess the Company in relation to its Barbadian subsidiary. The reassessments were made on the basis of the transfer pricing provisions in the Act and assert that a majority of the income relating to certain precious metal streams earned by the Barbadian subsidiary should have been included in the income of the Company and subject to tax in Canada, resulting in additional Federal and provincial income taxes of $5.2 million (C$6.7 million) plus estimated interest (calculated to June 30, 2022) and other penalties of $2.4 million (C$3.1 million). As noted previously, the Company has filed formal Notices of Objection with the CRA against the 2014 and 2015 Reassessments and has posted security in the form of a standby letter of credit for 50% of the reassessed amounts, as referenced in Note 9 (a) of the financial statements.

As noted above, in December 2020, the CRA issued revised 2014 and 2015 Reassessments to include transfer pricing penalties of $1.9 million (C$2.5 million). The Company has filed formal Notices of Objection with the CRA against these revised reassessments and has posted security in the form of cash for 50% of the reassessed amounts of penalties, as referenced in Note 8 of the financial statements. The Company has commenced an appeal in the Tax Court of Canada with respect to the 2014-2015 Reassessments.


2022 Second Quarter Management’s Discussion and Analysis	29

On December 21, 2021, the Company received the 2016 Reassessment as well as a Notice of Reassessment for the 2017 taxation year (the “2017 Reassessment”, collectively with the 2016 Reassessment, the “2016 and 2017 Reassessments”) that reassess the Company in relation to its Barbadian subsidiary on the same basis as the 2014 and 2015 Reassessments, resulting in additional Federal and provincial income taxes of $30.9 million (C$39.8 million) plus estimated interest (calculated to June 30, 2022) and other penalties of $9.3 million (C$11.9 million). The 2016 and 2017 Reassessments did not include transfer pricing penalties which are currently under review. If the CRA were to apply transfer pricing penalties, the Company estimates that the amounts would be approximately $11.7 million (C$15.1 million). The Company has filed formal Notices of Objection with the CRA against the 2016 and 2017 Reassessments and has posted security in the form of cash for 50% of the reassessed amounts, as referenced in Note 8 of the financial statements.

If the CRA were to reassess the Company for taxation years 2018 through 2021 on the same basis and continue to apply transfer pricing penalties, the Company estimates that it would be subject to additional Canadian tax for these years of approximately $166.6 million (C$214.7 million), transfer pricing penalties of approximately $62.9 million (C$81.0 million) plus interest (calculated to June 30, 2022) and other penalties of approximately $16.4 million (C$21.1 million).

Barbados (2012-2013)

In August 2020, the Company received Notices of Reassessment for the 2012 and 2013 taxation years (the “FAPI Reassessments” and, collectively with the Domestic Reassessments, the 2013 Reassessment, the 2014 and 2015 Reassessments, and the 2016 and 2017 Reassessments, the “Reassessments”) in relation to its Barbadian subsidiary. The FAPI Reassessments assert that a majority of the income relating to precious metal streams earned by the Barbadian subsidiary, in those years, should have been included in the income of its Canadian parent company and subject to tax in Canada as Foreign Accrual Property Income (“FAPI”). The CRA has noted that its position may not extend beyond the 2013 taxation year. The FAPI Reassessments result in additional Federal and provincial income taxes of $5.9 million (C$7.7 million) plus estimated interest (calculated to June 30, 2022) and other penalties of $3.1 million (C$4.0 million). The Company has filed formal Notices of Objection with the CRA against the FAPI Reassessments, has posted security in cash for 50% of the reassessed amounts, as referenced in Note 8 of the financial statements, and has commenced an appeal in the Tax Court of Canada with respect to these reassessments.

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

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in accordance with IFRS 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 significant accounting policies and estimates are disclosed in Note 3 of our 2021 audited consolidated financial statements.

New and Amended Accounting Standards

Certain new accounting standards and interpretations have been published that are currently effective requirements or forthcoming requirements. These standards are not expected to have a material impact on the Company’s current or future reporting periods.


2022 Second Quarter Management’s Discussion and Analysis	30

Outstanding Share Data

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

As of August 10, 2022, the number of common shares outstanding or issuable pursuant to other outstanding securities is as follows:


Common Shares		Number
Outstanding		191,556,373
Issuable upon exercise of Franco-Nevada options⁽¹⁾		778,555
Issuable upon vesting of Franco-Nevada RSUs		98,894
Diluted common shares		192,433,822

There were 778,555 stock options under our share compensation plan outstanding to directors, officers, employees and others with exercise prices ranging from C$40.87 to C$171.33 per share.

During the six months ended June 30, 2022, we did not issue any common shares under our previous at-the-market equity program. We also have not issued any preferred shares.

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. 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, and that receipts and expenditures of Franco-Nevada are being made only in accordance with authorizations of management and directors of Franco-Nevada; and (iii) are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Franco-Nevada’s assets that could have a material effect on Franco-Nevada’s financial statements. Internal control over other financial disclosure is a process designed to ensure that other financial information included in this MD&A, fairly represents in all material respects the financial condition, results of operations and cash flows of Franco-Nevada for the periods presented in this MD&A.

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

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

For the three and six months ended June 30, 2022, 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.


2022 Second Quarter Management’s Discussion and Analysis	31

Non-GAAP Financial Measures

Cash Costs and Cash Costs per GEO

Starting in Q4 2021, revenue from Franco-Nevada’s Energy assets is included in the calculation of GEOs. Similarly, the composition of Cash Costs and Cash Costs per GEO has been amended to include costs and GEOs related to Franco-Nevada’s Energy assets. Cash Costs and Cash Costs per GEO for comparative periods have been recalculated to conform with current presentation.

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

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

Reconciliation of Cash Costs and Cash Costs per GEO sold:


	For the three months ended				For the six months ended
	June 30,				June 30,
(expressed in millions, except per GEO amounts)	2022		2021		2022		2021
Total costs of sales	$	115.1	$	124.5	$	233.3	$	236.3
Depletion and depreciation		(69.6)		(77.2)		(144.2)		(148.4)
Cash Costs	$	45.5	$	47.3	$	89.1	$	87.9
GEOs		191,052		192,379		369,666		368,116
Cash Costs per GEO sold	$	238	$	246	$	241	$	239

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 (loss) and earnings (loss) per share (“EPS”):

●

Income tax expense/recovery;

●

Finance expenses;

●

Finance income;

●

Depletion and depreciation;

●

Impairment charges and reversals related to royalty, stream and working interests;

●

Impairment of investments;

●

Gains/losses on sale of royalty, stream and working interests;

●

Gains/losses on investments;

●

Foreign exchange gains/losses and other income/expenses; and

●

Unusual non-recurring items.

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


2022 Second Quarter Management’s Discussion and Analysis	32

Reconciliation of Net Income to Adjusted EBITDA:


	For the three months ended				For the six months ended
	June 30,				June 30,
(expressed in millions, except per share amounts)	2022		2021		2022		2021
Net income	$	196.5	$	175.3	$	378.5	$	346.8
Income tax expense		36.7		29.4		72.7		49.2
Finance expenses		0.8		1.1		1.7		1.9
Finance income		(2.8)		(1.7)		(3.5)		(2.4)
Depletion and depreciation		69.6		77.2		144.2		148.4
Impairment charges		—		7.5		—		7.5
Foreign exchange loss (gain) and other (income) expenses		0.4		1.2		(5.8)		1.3
Adjusted EBITDA	$	301.2	$	290.0	$	587.8	$	552.7
Basic weighted average shares outstanding		191.5		191.0		191.4		191.0

Basic earnings per share	$	1.03	$	0.92	$	1.98	$	1.82
Income tax expense		0.19		0.15		0.38		0.26
Finance expenses		—		0.01		0.01		0.01
Finance income		(0.01)		(0.01)		(0.02)		(0.01)
Depletion and depreciation		0.36		0.40		0.75		0.76
Impairment charges		—		0.04		—		0.04
Foreign exchange loss (gain) and other (income) expenses		—		0.01		(0.03)		0.01
Adjusted EBITDA per share	$	1.57	$	1.52	$	3.07	$	2.89

Margin

Margin is a non-GAAP ratio which is defined by Franco-Nevada as Adjusted EBITDA divided by revenue. Franco-Nevada uses 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, our investors and analysts use Margin to evaluate the Company’s ability to contain costs relative to revenue. 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. It does not have any standardized meaning under IFRS and may not be comparable to similar measures presented by other issuers.

Calculation of Margin:


	For the three months ended						For the six months ended
	June 30,						June 30,
(expressed in millions, except Margin)	2022			2021			2022			2021
Adjusted EBITDA	$	301.2		$	290.0		$	587.8		$	552.7
Revenue		352.3			347.1			691.1			656.0
Margin		85.5	%		83.5	%		85.1	%		84.3	%


2022 Second Quarter Management’s Discussion and Analysis	33

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 (loss) and EPS:

●

Foreign exchange gains/losses and other income/expenses;

●

Impairment charges and reversals related to royalty, stream and working interests;

●

Impairment of investments;

●

Gains/losses on sale of royalty, stream and working interests;

●

Gains/losses on investments;

●

Unusual non-recurring items; and

●

Impact of income taxes on these items.

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

Reconciliation of Net Income to Adjusted Net Income:


	For the three months ended				For the six months ended
	June 30,				June 30,
(expressed in millions, except per share amounts)	2022		2021		2022		2021
Net income	$	196.5	$	175.3	$	378.5	$	346.8
Impairment and charges		—		7.5		—		7.5
Foreign exchange loss (gain) and other (income) expenses		0.4		1.2		(5.8)		1.3
Finance income related to repayment of Noront loan		(2.2)		—		(2.2)		—
Tax effect of adjustments		1.1		(1.4)		2.5		(1.5)
Other tax related adjustments:
Recognition of previously unrecognized deferred tax assets		—		—		—		(10.6)
Adjusted Net Income	$	195.8	$	182.6	$	373.0	$	343.5
Basic weighted average shares outstanding		191.5		191.0		191.4		191.0

Basic earnings per share	$	1.03	$	0.92	$	1.98	$	1.82
Impairment charges		—		0.04		—		0.04
Foreign exchange loss (gain) and other (income) expenses		—		0.01		(0.03)		0.01
Finance income related to repayment of Noront loan		(0.01)		—		(0.01)		—
Tax effect of adjustments		—		(0.01)		0.01		(0.01)
Other tax related adjustments:
Recognition of previously unrecognized deferred tax assets		—		—		—		(0.06)
Adjusted Net Income per share	$	1.02	$	0.96	$	1.95	$	1.80


2022 Second Quarter Management’s Discussion and Analysis	34

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 reserve and mineral resource estimates, production estimates, production costs and revenue, future demand for and prices of commodities, expected mining sequences, business prospects and opportunities, the performance and plans of third party operators, audits being conducted by the CRA, the expected exposure for current and future assessments and available remedies, and the remedies relating to and consequences of the ruling of the Supreme Court of Panama in relation to the Cobre Panama project, expected future performance of the Tocantinzinho project, the Stream and the Term Loan, and capital requirements, construction and development plans, production estimates and production costs estimates relating to the Tocantinzinho project. In addition, statements (including data in tables) relating to reserves and resources including reserves and resources covered by a royalty, stream or other interest, 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 reserves and resources, GEOs or mine lives will be realized. Such forward-looking statements reflect management’s current beliefs and are based on information currently available to management. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “potential for”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Franco-Nevada to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. A number of factors could cause actual events or results to differ materially from any forward-looking statement, including, without limitation: fluctuations in the prices of the primary commodities that drive royalty and stream revenue (gold, platinum group metals, copper, nickel, uranium, silver, iron ore and oil and gas); fluctuations in the value of the Canadian and Australian dollar, Mexican peso, and any other currency in which revenue is generated, relative to the U.S. dollar; changes in national and local government legislation, including permitting and licensing regimes and taxation policies and the enforcement thereof; the adoption of a global minimum tax on corporations; regulatory, political or economic developments in any of the countries where properties in which Franco-Nevada holds a royalty, stream or other interest are located or through which they are held; risks related to the operators of the properties in which Franco-Nevada holds a royalty, stream or other interest, including changes in the ownership and control of such operators; relinquishment or sale of mineral properties; influence of macroeconomic developments; business opportunities that become available to, or are pursued by Franco-Nevada; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; whether or not the Company is determined to have “passive foreign investment company” (“PFIC”) status as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended; potential changes in Canadian tax treatment of offshore streams; excessive cost escalation as well as development, permitting, infrastructure, operating or technical difficulties on any of the properties in which Franco-Nevada holds a royalty, stream or other interest; access to sufficient pipeline capacity; actual mineral content may differ from the reserves and resources contained in technical reports; rate and timing of production differences from resource estimates, other technical reports and mine plans; risks and hazards associated with the business of development and mining on any of the properties in which Franco-Nevada holds a royalty, stream or other interest, including, but not limited to unusual or unexpected geological and metallurgical conditions, slope failures or cave-ins, flooding and other natural disasters, terrorism, civil unrest or an outbreak of contagious disease; the impact of the COVID-19 (coronavirus) pandemic; and the integration of acquired assets. The forward-looking statements contained in this MD&A 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 the outcome of the ongoing audit by the CRA or the Company’s exposure as a result thereof. 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.sedar.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 of this MD&A 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.


2022 Second Quarter Management’s Discussion and Analysis	35

fnv-20220630xex99d3.htm
Attachment: EX-99.3

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Franco-Nevada Corporation (the “issuer”) for the interim period ended June 30, 2022.

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

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

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

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

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

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

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

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

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

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2022 and ended on June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: August 10, 2022




(signed) 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:

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

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

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

5.2 N/A

5.3 N/A

Date: August 10, 2022




(signed) Sandip Rana
Sandip Rana, Chief Financial Officer
Franco-Nevada Corporation

fnv-20220630.xsd
Attachment: EX-101.SCH

fnv-20220630_cal.xml
Attachment: EX-101.CAL

fnv-20220630_def.xml
Attachment: EX-101.DEF

fnv-20220630_lab.xml
Attachment: EX-101.LAB

fnv-20220630_pre.xml
Attachment: EX-101.PRE