EX-99.1 2 a15-21391_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FORM 51-102F3

 

Material Change Report

 

Item 1                                    Name and Address of Company

 

Franco-Nevada Corporation (the “Company”)
Suite 2000, Commerce Court West
199 Bay Street
Toronto, Ontario M5L 1G9

 

Item 2                                    Date of Material Change

 

October 7, 2015

 

Item 3                                    News Release

 

A news release was issued through CNW Group on October 7, 2015 and a copy was subsequently filed on SEDAR.

 

Item 4                                    Summary of Material Change

 

On October 7, 2015, the Company announced that it has agreed to acquire a silver stream on production from the Antamina mine in Peru from Teck Resources Limited (“Teck”). The Company announced that it has finalized the terms of a replacement precious metals stream agreement for First Quantum Minerals Ltd.’s (“First Quantum”) Cobre Panama project.

 

Item 5                                    Full Description of Material Change

 

5.1 — Full Description of Material Change

 

Antamina Mine

 

On October 7, 2015, the Company agreed to acquire a silver stream on production from the Antamina mine in Peru from Teck. Teck owns a 22.50% interest in Compania Miñera Antamina S.A. (“CMA”), the Antamina joint venture company, along with partners BHP Billiton Plc (33.75%), Glencore Plc (33.75%) and Mitsubishi Corporation (10.00%).

 

In accordance with the silver stream agreement (the “Agreement”), a wholly-owned Canadian subsidiary of the Company made a one-time US$610 million advance payment to Teck on October 9, 2015. The first silver delivery to the Company is due in fourth quarter 2015.

 

The stream will be based on all recovered silver from Teck’s attributable 22.50% interest in the Antamina mine, subject to a fixed silver payability of 90%. The Company will pay 5% of the spot silver price for each ounce of silver delivered under

 



 

the stream. Silver deliveries are scheduled for the 45th day after each calendar quarter and based on the previous quarter’s concentrate shipments. The obligation to deliver silver will be a joint and several obligation between Teck as well as a single-purpose, debt free entity holding Teck’s direct interest in CMA. Silver deliveries under the stream will be an absolute obligation of the joint sellers and are not contingent on the availability of cash flow from the project.

 

Under the terms of the Agreement, the stream will reduce by one-third after 86 million ounces have been delivered under the Agreement, estimated at current throughput to be approximately 30 years.

 

Antamina is a well-established producing copper mine that has been in production since 2001 and is one of the lowest cost copper mines in the world. The deposit is a polymetallic skarn with associated regional porphyry mineralization. The mine has reserves of 647 million tonnes grading 0.94% copper, 0.98% zinc and 10.7 g/t silver and measured and indicated resources (inclusive of reserves) of 1,136 million tonnes grading 0.89% copper, 0.82% zinc and 10.6 g/t silver. Inferred resources at the project are 1,280 million tonnes grading 0.84% copper, 0.66% zinc and 11.4 g/t silver.(1)

 

Beyond the known reserves and resources, Antamina hosts additional potential open-pit and bulk/selective underground targets. There is also regional exploration potential over a large, prospective land package greater than 700 km2.

 

The mine is an open pit operation processing approximately 150,000 tonnes per day using conventional flotation, located in the Peruvian Andes 270 km north-east of Lima, at an elevation of approximately 4,000 meters. It employs over 3,000 people and is owned and operated by CMA. In 2014, Antamina produced approximately 345,000 tonnes of copper, 211,000 tonnes of zinc, 3.1 million pounds of molybdenum and 12.0 million ounces of silver (with associated bismuth and lead).

 

Concentrates are pumped via a 302 km pipeline to the Huarmey Port on the Pacific Coastline (300 km north of Lima) for shipping. The pipeline and port facilities are wholly owned and operated by CMA. Antamina produces separate copper, zinc, molybdenum and lead/bismuth concentrates, with silver predominantly contained within the copper concentrates, with additional silver contained within the lead-bismuth concentrate.

 

Current measured and indicated resources are sufficient to support over 20 years of open pit mining. The Company remains exposed to any future throughput expansions as well as regional exploration potential (on existing CMA concessions) without further capital or funding commitments.

 

The effective date for the transaction is July 1, 2015 and the Company is expected to receive 900,000 – 1,100,000 ounces of silver (12,300 – 15,000 Gold Equivalent Ounces (“GEOs”)(2)) in the fourth quarter 2015. Annual silver stream contributions are expected to average 2.8 – 3.2 million ounces going forward (38,200 – 43,600

 

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GEOs(2)), with 2016 and 2017 silver deliveries expected to be above average. Based on current expectations, and assuming spot commodity prices, Antamina would increase the Company’s GEOs and operating cash flow by approximately 13% and 18%, respectively.

 

Cobre Panama Commitment

 

On October 7, 2015, the Company finalized the terms of a replacement precious metals stream agreement for First Quantum’s Cobre Panama project. Under the terms of the revised agreement, Franco-Nevada (Barbados) Corporation (“FNB”) will provide a US$1 billion deposit against future deliveries of the gold and silver from Cobre Panama. This deposit will be funded on a pro-rata basis of 1:3 with First Quantum’s 80% share of the capital costs in excess of US$1 billion. Execution of the revised documentation is expected shortly and initial funding is expected to be completed during October. Based on this timing, initial funding by FNB is expected to be US$330 million to US$340 million. The changes from the original agreement have largely addressed standardizing reporting arrangements and providing a mechanism for First Quantum to utilize Cobre Panama as collateral while still maintaining the FNB security.

 


(1) Antamina Mineral Reserves and Resources

 

Mineral Reserves as at December 31, 2014 (100% basis)

 

Classification

 

Ore,
Mtonnes

 

Cu%

 

Zn%

 

Ag
(g/t)

 

Contained
Cu, ‘000t

 

Contained
Zn, ‘000t

 

Contained
Ag, Moz

 

Proven Sulphide Copper Ores

 

145

 

1.00

 

0.15

 

8.6

 

1,450

 

218

 

40.1

 

Proven Sulphide Copper Zinc Ores

 

65

 

1.07

 

2.24

 

17.1

 

696

 

1,456

 

35.7

 

Probable Sulphide Copper Ores

 

231

 

0.97

 

0.18

 

8.0

 

2,241

 

416

 

59.4

 

Probable Sulphide Copper Zinc Ores

 

206

 

0.83

 

2.06

 

13.1

 

1,710

 

4,244

 

86.8

 

Total Proven & Probable Sulphide Reserves

 

647

 

0.94

 

0.98

 

10.7

 

6,082

 

6,341

 

222.6

 

 

Mineral Resources (Inclusive of Mineral Reserves) as at December 31, 2014 (100% basis)

 

Classification

 

Ore,
Mtonnes

 

Cu%

 

Zn%

 

Ag
(g/t)

 

Contained
Cu, ‘000t

 

Contained
Zn, ‘000t

 

Contained
Ag, Moz

 

Measured Sulphide Copper Ores

 

188

 

0.88

 

0.14

 

7.9

 

1,654

 

263

 

47.8

 

Measured Sulphide Copper Zinc Ores

 

86

 

0.95

 

1.95

 

16.0

 

817

 

1,677

 

44.2

 

Indicated Sulphide Copper Ores

 

514

 

0.89

 

0.16

 

8.3

 

4,575

 

822

 

137.2

 

Indicated Sulphide Copper Zinc Ores

 

348

 

0.87

 

1.89

 

14.3

 

3,028

 

6,577

 

160.0

 

Total Meas. & Indicated Sulphide Resources

 

1,136

 

0.89

 

0.82

 

10.6

 

10,110

 

9,315

 

387.2

 

Inferred Sulphide Copper Ores

 

770

 

0.80

 

0.10

 

9.0

 

6,160

 

770

 

222.8

 

Inferred Sulphide Copper Zinc Ores

 

510

 

0.90

 

1.50

 

15.0

 

4,590

 

7,650

 

246.0

 

Total Inferred Sulphide Resources

 

1,280

 

0.84

 

0.66

 

11.4

 

10,752

 

8,448

 

469.2

 

 

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Notes:

 

(i)    Source: Glencore Statement of Resources & Reserves as at December 31, 2014. Mineral Resources and Reserves are estimated in accordance with the JORC Code.

(ii)   Contained metals were calculated by Phil Wilson, CEng, Vice President, Technical of the Company and a qualified person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”).

(iii)  Columns and rows may not add up due to rounding.

(iv)  Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

(v)   Zinc is not recovered from Copper Ores and molybdenum is not usually recovered from Copper-Zinc Ores or from Copper Ores with high bismuth.

(vi)  Mineral Reserve cut-off grades are based on the following metal price assumptions (as disclosed in Teck’s Annual Information Form dated March 2, 2015):

 

Metal

 

Price Assumption

 

Copper (US$/lb)

 

2.77

 

Zinc (US$/lb)

 

0.88

 

Molybdenum (US$/lb)

 

11.81

 

Silver (US$/oz)

 

22.59

 

 

(2) GEOs include the Company’s gold, platinum, palladium, silver and other mineral assets. GEOs are estimated on a gross basis for net smelter return (NSR) royalties and, in the case of stream ounces, before the payment of the per ounce contractual price paid by the Company. For net profit interest (“NPI”) royalties, GEOs are calculated taking into account the NPI economics. Platinum, palladium, silver and other minerals were converted to GEOs by dividing the associated revenue, which includes settlement adjustments, by the average gold price for the period. For the remainder of 2015, platinum, palladium and silver metals have been converted to GEOs using commodity prices of US$1,100/oz Au, US$1,000/oz Pt, US$600/oz Pd and US$15.00/oz Ag.

 

Phil Wilson, CEng, Vice President, Technical of the Company and a qualified person under NI 43-101 has approved the written disclosure in this material change report on behalf of the Company.

 

5.2 – Disclosure for Restructuring Transactions

 

Not applicable.

 

Item 6                                    Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

Item 7                                    Omitted Information

 

No significant facts in this report remain confidential, and no information has been omitted from this report.

 

Item 8                                    Executive Officer

 

Lloyd Hong

Chief Legal Officer & Corporate Secretary

(416) 306-6300

hong@franco-nevada.com

 

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Item 9                                    Date of Report

 

October 19, 2015

 

Cautionary Note Regarding Forward-Looking Information

 

Certain statements contained herein may constitute “forward looking information” and “forward looking statements” within the meaning of applicable Canadian securities laws and the U.S. 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 the Company’s growth, results of operations, estimated future revenues, 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 and the Antamina silver stream and its expected benefits. In addition, statements (including data in tables) relating to reserves and resources and gold equivalent ounces are forward looking statements, as they involve implied assessment, based on certain estimates and assumptions, and no assurance can be given that the estimates 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”, “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 the Company 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; regulations and political or economic developments in any of the countries where properties in which the Company 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 the Company holds a royalty, stream or other interest, including changes in the ownership and control of such operators; influence of macroeconomic developments; business opportunities that become available to, or are pursued by the Company; reduced access to debt and equity capital; litigation; title, permit or license disputes related to interests on any of the properties in which the Company holds a royalty, stream or other interest; whether or not the Company is determined to have PFIC status; 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 the Company holds a royalty, stream or other interest; actual mineral content may differ from the reserves and

 

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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 the Company 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; and the integration of acquired assets and risks relating to the Antamina silver stream acquisition and its completion. The forward looking statements contained herein are based upon assumptions management believes to be reasonable, including, without limitation: the ongoing operation of the properties in which the Company 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 change to existing tax treatment; no adverse development in respect of any significant property in which the Company 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 and investors are cautioned that forward looking statements are not guarantees of future performance. the Company cannot assure investors that actual results will be consistent with these forward looking statements. Accordingly, investors should not place undue reliance on forward looking statements due to the inherent uncertainty therein. For additional information with respect to risks, uncertainties and assumptions, please refer to the “Risk Factors” section of the Company’s most recent Annual Information Form as well as the Company’s most recent annual Management’s Discussion and Analysis filed with the Canadian securities regulatory authorities on www.sedar.com and the Company’s most recent Annual Report filed on Form 40-F filed with the SEC on www.sec.gov. The forward looking statements herein are made as of the date hereof only and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.

 

Cautionary Note to US Investors Regarding Reserve and Resource Reporting Standards

 

The disclosure contained herein has been prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Disclosure, including scientific or technical information, has been made in accordance with NI 43-101. For example, the terms “resources,” “measured resources,” “indicated resources” and “inferred resources” are used herein to comply with the reporting standards in Canada. While those terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission (the “SEC”) does not recognize them. In addition, the definitions of proven and probable mineral reserves used in NI 43-101 differ from the definitions in the SEC Industry Guide 7. Under United States standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. In accordance

 

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with Canadian rules, estimates of inferred mineral resources cannot form the basis of feasibility or other economic studies. Investors are cautioned not to assume that any part of the reported measured resources, indicated resources or inferred resources contained herein is economically or legally mineable and will ever be classified as a reserve. Accordingly, information contained herein containing descriptions of the Antamina project may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

 

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