EX-99.3 4 fnv-20230930xex99d3.htm EX-99.3

Exhibit 99.3

​

​

​

​

​

​

Franco-Nevada Corporation

Condensed Consolidated Statements of Financial Position

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | At September 30, | ​ | ​ | At December 31, | ​
​ | ​ | 2023 |  |  | 2022 |
ASSETS | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash and cash equivalents (Note 4) | ​ | $ | 1,297.1 | ​ | ​ | $ | 1,196.5 | ​
Receivables | ​ |  | 134.8 | ​ | ​ |  | 135.7 | ​
Gold bullion, prepaid expenses and other current assets (Note 6) | ​ |  | 84.6 | ​ | ​ |  | 50.9 | ​
Current assets | ​ | $ | 1,516.5 | ​ | ​ | $ | 1,383.1 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Royalty, stream and working interests, net (Note 7) | ​ | $ | 5,156.9 | ​ | ​ | $ | 4,927.5 | ​
Investments (Note 5) | ​ |  | 239.7 | ​ | ​ |  | 227.2 | ​
Deferred income tax assets | ​ |  | 37.9 | ​ | ​ |  | 39.9 | ​
Other assets (Note 8) | ​ |  | 34.9 | ​ | ​ |  | 49.1 | ​
Total assets | ​ | $ | 6,985.9 | ​ | ​ | $ | 6,626.8 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
LIABILITIES | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Accounts payable and accrued liabilities | ​ | $ | 35.0 | ​ | ​ | $ | 43.1 | ​
Current income tax liabilities | ​ |  | 5.2 | ​ | ​ |  | 7.1 | ​
Current liabilities | ​ | $ | 40.2 | ​ | ​ | $ | 50.2 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Deferred income tax liabilities | ​ | $ | 168.7 | ​ | ​ | $ | 153.0 | ​
Other liabilities | ​ | ​ | 5.7 | ​ | ​ | ​ | 6.0 | ​
Total liabilities | ​ | $ | 214.6 | ​ | ​ | $ | 209.2 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SHAREHOLDERS’ EQUITY | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Share capital (Note 16) | ​ | $ | 5,722.1 | ​ | ​ | $ | 5,695.3 | ​
Contributed surplus | ​ |  | 19.9 | ​ | ​ |  | 15.6 | ​
Retained earnings | ​ |  | 1,260.7 | ​ | ​ |  | 940.4 | ​
Accumulated other comprehensive loss | ​ |  | (231.4) | ​ | ​ |  | (233.7) | ​
Total shareholders’ equity | ​ | $ | 6,771.3 | ​ | ​ | $ | 6,417.6 | ​
Total liabilities and shareholders’ equity | ​ | $ | 6,985.9 | ​ | ​ | $ | 6,626.8 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commitments and contingencies (Notes 20 and 21) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Subsequent events (Note 22) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

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

​

​

​

​

​

​

​

​

​ | ​
2023 Third Quarter Financial Statements | 2

​

​

Franco-Nevada Corporation

Condensed Consolidated Statements of Income and Comprehensive Income

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | ​ | For the nine months ended | ​
​ | ​ | September 30, | ​ | ​ | September 30, | ​
​ |  | 2023 |  |  | 2022 |  | ​ | 2023 |  |  | 2022 | ​
Revenue (Note 10) | ​ | $ | 309.5 | ​ | ​ | $ | 304.2 | ​ | ​ | $ | 915.7 | ​ | ​ | $ | 995.3 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Costs of sales | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Costs of sales (Note 11) | ​ | $ | 48.9 | ​ | ​ | $ | 42.0 | ​ |  | $ | 134.2 | ​ | ​ | $ | 131.1 | ​
Depletion and depreciation | ​ | ​ | 68.1 | ​ | ​ |  | 68.5 | ​ |  | ​ | 204.2 | ​ | ​ |  | 212.7 | ​
Total costs of sales | ​ | $ | 117.0 | ​ | ​ | $ | 110.5 | ​ | ​ | $ | 338.4 | ​ | ​ | $ | 343.8 | ​
Gross profit | ​ | $ | 192.5 | ​ | ​ | $ | 193.7 | ​ | ​ | $ | 577.3 | ​ | ​ | $ | 651.5 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other operating expenses (income) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
General and administrative expenses | ​ | $ | 5.0 | ​ | ​ | $ | 4.7 | ​ |  | $ | 17.4 | ​ | ​ | $ | 16.1 | ​
Share-based compensation expenses (Note 12) | ​ | ​ | 0.7 | ​ | ​ | ​ | 0.4 | ​ | ​ | ​ | 6.3 | ​ | ​ | ​ | 4.7 | ​
Gain on sale of royalty interest (Note 7) | ​ | ​ | — | ​ | ​ | ​ | — | ​ |  | ​ | (3.7) | ​ | ​ | ​ | — | ​
(Gain) loss on sale of gold bullion | ​ | ​ | (0.2) | ​ | ​ | ​ | 0.4 | ​ |  | ​ | (2.3) | ​ | ​ | ​ | (1.1) | ​
Total other operating expenses | ​ | $ | 5.5 | ​ | ​ | $ | 5.5 | ​ |  | $ | 17.7 | ​ | ​ | $ | 19.7 | ​
Operating income | ​ | $ | 187.0 | ​ | ​ | $ | 188.2 | ​ |  | $ | 559.6 | ​ | ​ | $ | 631.8 | ​
Foreign exchange (loss) gain and other income (expenses) | ​ | $ | (1.8) | ​ | ​ | $ | (2.3) | ​ |  | $ | 2.1 | ​ | ​ | $ | 3.5 | ​
Income before finance items and income taxes | ​ | $ | 185.2 | ​ | ​ | $ | 185.9 | ​ |  | $ | 561.7 | ​ | ​ | $ | 635.3 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Finance items (Note 14) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Finance income | ​ | $ | 15.5 | ​ | ​ | $ | 2.4 | ​ |  | $ | 36.0 | ​ | ​ | $ | 5.9 | ​
Finance expenses | ​ | ​ | (0.7) | ​ | ​ |  | (0.8) | ​ |  | ​ | (2.1) | ​ | ​ |  | (2.5) | ​
Net income before income taxes | ​ | $ | 200.0 | ​ | ​ | $ | 187.5 | ​ |  | $ | 595.6 | ​ | ​ | $ | 638.7 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Income tax expense (Note 15) | ​ | ​ | 24.9 | ​ | ​ |  | 30.4 | ​ |  | ​ | 79.5 | ​ | ​ |  | 103.1 | ​
Net income | ​ | $ | 175.1 | ​ | ​ | $ | 157.1 | ​ | ​ | $ | 516.1 | ​ | ​ | $ | 535.6 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other comprehensive (loss) income, net of taxes | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Items that may be reclassified subsequently to profit and loss: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Currency translation adjustment | ​ | $ | (31.7) | ​ | ​ | $ | (83.4) | ​ |  | $ | (1.8) | ​ | ​ | $ | (110.4) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Items that will not be reclassified subsequently to profit and loss: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Gain (loss) on changes in the fair value of equity investments | ​ | ​ | ​ | ​ | ​ |  | ​ | ​ |  | ​ | ​ | ​ | ​ |  | ​ | ​
at fair value through other comprehensive income ("FVTOCI"), | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
net of income tax (Note 5) | ​ | ​ | 3.5 | ​ | ​ | ​ | (2.5) | ​ | ​ | ​ | 4.5 | ​ | ​ | ​ | (59.6) | ​
Other comprehensive (loss) income, net of taxes | ​ | $ | (28.2) | ​ | ​ | $ | (85.9) | ​ |  | $ | 2.7 | ​ | ​ | $ | (170.0) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Comprehensive income | ​ | $ | 146.9 | ​ | ​ | $ | 71.2 | ​ | ​ | $ | 518.8 | ​ | ​ | $ | 365.6 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Earnings per share (Note 17) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ | $ | 0.91 | ​ | ​ | $ | 0.82 | ​ | ​ | $ | 2.69 | ​ | ​ | $ | 2.80 | ​
Diluted | ​ | $ | 0.91 | ​ | ​ | $ | 0.82 | ​ | ​ | $ | 2.68 | ​ | ​ | $ | 2.79 | ​
Weighted average number of shares outstanding (Note 17) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ | ​ | 192.1 | ​ | ​ | ​ | 191.6 | ​ | ​ | ​ | 192.0 | ​ | ​ | ​ | 191.5 | ​
Diluted | ​ | ​ | 192.4 | ​ | ​ | ​ | 191.9 | ​ | ​ | ​ | 192.3 | ​ | ​ | ​ | 191.9 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

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

​

​

​

​ | ​
2023 Third Quarter Financial Statements | 3

​

​

Franco-Nevada Corporation

Condensed Consolidated Statements of Cash Flows

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the nine months ended | ​
​ | ​ | September 30, | ​
​ |  | 2023 |  |  | 2022 |
Cash flows from operating activities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net income | ​ | $ | 516.1 | ​ | ​ | $ | 535.6 | ​
Adjustments to reconcile net income to net cash provided by operating activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Depletion and depreciation | ​ |  | 204.2 | ​ | ​ |  | 212.7 | ​
Share-based compensation expenses | ​ |  | 4.7 | ​ | ​ |  | 4.6 | ​
Gain on sale of royalty interest | ​ |  | (3.7) | ​ | ​ |  | — | ​
Unrealized foreign exchange (gain) loss | ​ |  | (1.7) | ​ | ​ |  | 1.4 | ​
Deferred income tax expense | ​ | ​ | 16.6 | ​ | ​ |  | 22.2 | ​
Other non-cash items | ​ |  | (2.2) | ​ | ​ |  | (4.4) | ​
Acquisition of gold bullion | ​ | ​ | (41.1) | ​ | ​ | ​ | (34.7) | ​
Proceeds from sale of gold bullion | ​ |  | 20.5 | ​ | ​ |  | 36.1 | ​
Changes in other assets | ​ |  | 13.9 | ​ | ​ |  | (26.7) | ​
Operating cash flows before changes in non-cash working capital | ​ | $ | 727.3 | ​ | ​ | $ | 746.8 | ​
Changes in non-cash working capital: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Decrease (increase) in receivables | ​ | $ | 0.9 | ​ | ​ | $ | (30.2) | ​
Increase in prepaid expenses and other | ​ |  | (10.5) | ​ | ​ |  | (3.7) | ​
(Decrease) increase in current liabilities | ​ |  | (10.0) | ​ | ​ |  | 7.3 | ​
Net cash provided by operating activities | ​ | $ | 707.7 | ​ | ​ | $ | 720.2 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash flows used in investing activities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Acquisition of royalty, stream and working interests | ​ | $ | (435.8) | ​ | ​ | $ | (15.3) | ​
Proceeds from sale of royalty interest | ​ | ​ | 7.0 | ​ | ​ | ​ | — | ​
Proceeds from sale of investments | ​ |  | 2.0 | ​ | ​ |  | 1.7 | ​
Acquisition of investments | ​ |  | (8.9) | ​ | ​ |  | (75.2) | ​
Acquisition of energy well equipment | ​ |  | (1.2) | ​ | ​ |  | (1.2) | ​
Proceeds from settlement of loan receivable from Noront Resources Ltd. | ​ | ​ | — | ​ | ​ | ​ | 42.7 | ​
Net cash used in investing activities | ​ | $ | (436.9) | ​ | ​ | $ | (47.3) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash flows used in financing activities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Payment of dividends | ​ | $ | (173.2) | ​ | ​ | $ | (149.6) | ​
Credit facility amendment costs | ​ |  | — | ​ | ​ | ​ | (0.9) | ​
Proceeds from exercise of stock options | ​ |  | 2.9 | ​ | ​ |  | 5.2 | ​
Net cash used in financing activities | ​ | $ | (170.3) | ​ | ​ | $ | (145.3) | ​
Effect of exchange rate changes on cash and cash equivalents | ​ | $ | 0.1 | ​ | ​ | $ | (9.5) | ​
Net change in cash and cash equivalents | ​ | $ | 100.6 | ​ | ​ | $ | 518.1 | ​
Cash and cash equivalents at beginning of period | ​ | $ | 1,196.5 | ​ | ​ | $ | 539.3 | ​
Cash and cash equivalents at end of period | ​ | $ | 1,297.1 | ​ | ​ | $ | 1,057.4 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Supplemental cash flow information: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Income taxes paid | ​ | $ | 67.0 | ​ | ​ | $ | 80.3 | ​
Dividend income received | ​ | $ | 8.7 | ​ | ​ | $ | 15.1 | ​
Interest and standby fees paid | ​ | $ | 1.8 | ​ | ​ | $ | 1.8 | ​

​

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

​

​

​

​ | ​
2023 Third Quarter Financial Statements | 4

​

​

Franco-Nevada Corporation

Condensed Consolidated Statements of Changes in Shareholders’ Equity

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ |  | Accumulated |  | ​ |  | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | other | ​ | ​ | ​ | ​ | ​
​ | ​ | Share capital | ​ | Contributed | ​ | comprehensive | ​ | Retained | ​ | ​ | ​
​ | ​ | (Note 16) | ​ | surplus | ​ | loss | ​ | earnings | ​ | Total equity | ​
Balance at January 1, 2022 | ​ | $ | 5,628.5 | ​ | $ | 16.1 | ​ | $ | (104.3) | ​ | $ | 484.9 | ​ | $ | 6,025.2 | ​
Net income | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 535.6 | ​ |  | 535.6 | ​
Other comprehensive loss, net of taxes | ​ |  | — | ​ |  | — | ​ |  | (170.0) | ​ |  | — | ​ |  | (170.0) | ​
Total comprehensive income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 365.6 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercise of stock options | ​ | $ | 6.7 | ​ | $ | (1.5) | ​ | $ | — | ​ | $ | — | ​ | $ | 5.2 | ​
Share-based payments | ​ | ​ | — | ​ | ​ | 5.0 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5.0 | ​
Transfer of gain on disposal of equity investments at FVTOCI | ​ | ​ | — | ​ |  | — | ​ |  | (0.6) | ​ |  | 0.6 | ​ | ​ | — | ​
Dividend reinvestment plan | ​ |  | 34.6 | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 34.6 | ​
Dividends declared | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (184.2) | ​ |  | (184.2) | ​
Balance at September 30, 2022 | ​ | $ | 5,669.8 | ​ | $ | 19.6 | ​ | $ | (274.9) | ​ | $ | 836.9 | ​ | $ | 6,251.4 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at January 1, 2023 | ​ | $ | 5,695.3 | ​ | $ | 15.6 | ​ | $ | (233.7) | ​ | $ | 940.4 | ​ | $ | 6,417.6 | ​
Net income | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 516.1 | ​ |  | 516.1 | ​
Other comprehensive income, net of taxes | ​ |  | — | ​ |  | — | ​ |  | 2.7 | ​ |  | — | ​ |  | 2.7 | ​
Total comprehensive income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 518.8 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Exercise of stock options | ​ | $ | 3.8 | ​ | $ | (0.9) | ​ | $ | — | ​ | $ | — | ​ | $ | 2.9 | ​
Share-based payments | ​ | ​ | — | ​ | ​ | 5.2 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5.2 | ​
Transfer of gain on disposal of equity investments at FVTOCI | ​ |  | — | ​ |  | — | ​ |  | (0.4) | ​ |  | 0.4 | ​ |  | — | ​
Dividend reinvestment plan | ​ |  | 23.0 | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | 23.0 | ​
Dividends declared | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (196.2) | ​ |  | (196.2) | ​
Balance at September 30, 2023 | ​ | $ | 5,722.1 | ​ | $ | 19.9 | ​ | $ | (231.4) | ​ | $ | 1,260.7 | ​ | $ | 6,771.3 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​

​

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

​

​

​

​ | ​
2023 Third Quarter Financial Statements | 5

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

Note 1 - Corporate Information

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

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

Note 2 - Significant Accounting Policies

(a) Basis of Presentation

These unaudited condensed consolidated interim financial statements include the accounts of Franco-Nevada and its wholly-owned subsidiaries (its “subsidiaries”) (hereinafter together with Franco-Nevada, the “Company”). These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“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. These condensed consolidated interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2022 and were prepared using the same accounting policies, method of computation and presentation as were applied in the annual consolidated financial statements for the year ended December 31, 2022. These condensed consolidated interim financial statements were authorized for issuance by the Board of Directors on November 8, 2023.

The financial statements included herein reflects all adjustments, consisting only of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year. Seasonality is not considered to have a significant impact over the condensed consolidated interim financial statements. Taxes on income in the interim period have been accrued using the tax rates that would be applicable to expected total annual income.

(b) Significant Judgments, Estimates and Assumptions

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. The areas of judgment and estimation are consistent with those reported in the annual consolidated financial statements for the year ended December 31, 2022 and include measurement uncertainty in assessments of impairment of royalty, stream and working interests which are impacted by the following developments subsequent to September 30, 2023.

Revised Concession Contract for the Cobre Panama Mine

First Quantum Minerals Ltd. (“First Quantum”), its subsidiary, Minera Panama, S.A. (“MPSA”), and the Government of Panama (the “GOP”) have been engaged in discussions regarding a revised concession contract to secure the long-term future of the Cobre Panama mine. On March 8, 2023, First Quantum and the GOP announced that an agreement had been reached on the terms and conditions for a revised concession contract (the “Revised Concession Contract”) with subsequent modifications. The Revised Concession Contract provides for an initial 20-year term with a 20-year extension option and additional extensions for life of mine. On October 20, 2023, the Revised Concession Contract was enacted into Law 406.

In response to protests and social unrest in the country of Panama, on October 29, 2023, President Laurentino Cortizo announced the GOP’s intention to hold a popular consultation on December 17, 2023, concerning Law 406. The proposal to hold a popular consultation was debated at the National Assembly on October 31, 2023. However, while the bill proposing the popular consultation, Bill 1109, was approved at the first debate, it did not ultimately progress to a second or third debate.

On November 3, 2023, the National Assembly approved Bill 1110, prohibiting new concessions for the exploration, extraction, transportation, and beneficiation of metallic mining throughout the country, and the bill was subsequently enacted into Law 407. The bill did not include a repeal of Law 406.

​

​ | ​
2023 Third Quarter Financial Statements | 6

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

As of the date of these financial statements, Law 406 and the Revised Concession Contract currently remain in effect. However, a number of lawsuits challenging the constitutionality of Law 406 have been submitted to the Supreme Court of Justice, a number of which have been admitted for adjudication.

The outcome of these matters could have a material adverse impact on the revenue Franco-Nevada derives from its streaming arrangements relating to Cobre Panama and on Franco-Nevada’s results of operations, financial condition, and the valuation of Franco-Nevada’s stream interest in Cobre Panama. As at September 30, 2023, the carrying value of the Company’s stream interest in Cobre Panama was $1,180.3 million.

(c) New and Amended Accounting Standards

International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12, Income Taxes

On May 23, 2023, the IASB issued International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12. The amendments introduce a mandatory temporary exception to the accounting for deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules, and disclosure requirements for affected entities to help users of the financial statements better understand an entity’s exposure to Pillar Two income taxes arising from that legislation.

The temporary exception from recognition and disclosure of information about deferred taxes and the requirement to disclose the application of the exception, apply immediately and retrospectively upon issue of the amendments. The disclosure of the current tax expense related to Pillar Two income taxes and the disclosures in relation to periods before the legislation is effective are required for annual reporting periods beginning on or after January 1, 2023, but are not required for any interim period ending on or before December 31, 2023.

The Company is assessing the impact of the amendments on its consolidated financial statements.

Note 3 - Acquisitions and Other Transactions

(a) | Acquisition of Additional Royalty Interest on Magino Gold Mine – Ontario, Canada

Subsequent to quarter-end, on November 2, 2023, Franco-Nevada agreed to acquire an additional 1.0% NSR on Argonaut Gold Inc.’s (“Argonaut”) Magino gold mine in Ontario, Canada, and a portfolio comprised of Argonaut’s existing royalty holdings in Canada and Mexico, for an aggregate purchase price of approximately $29.5 million, with closing of such transactions subject to satisfaction of closing conditions. Inclusive of its initial 2.0% NSR acquired on October 27, 2022, once the transaction closes, the Company will hold an aggregate 3.0% NSR on Magino.

(b) | Acquisition of Royalty on Wawa Gold Project – Ontario, Canada

On August 29, 2023, Franco-Nevada acquired a 1.5% NSR on Red Pine Exploration Inc.’s Wawa gold project, located in Ontario, Canada, for a purchase price of $5.0 million (C$6.8 million). The agreement provides Franco-Nevada the option to acquire an additional 0.5% NSR based on pre-determined conditions.

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

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

On August 8, 2023, Franco-Nevada, through a wholly-owned subsidiary, agreed to acquire a sliding-scale gold royalty and fixed-rate copper royalty from private individuals over property pertaining to the Chilean portion of Barrick Gold Corp.’s Pascua-Lama project for an aggregate purchase price of $75.0 million. At gold prices exceeding $800/ounce, the Company will hold a 2.70% NSR (gold) and 0.54% NSR (copper) on the property.

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

(d) | Acquisition of Royalty on Volcan Gold Project – Chile

On July 6, 2023, Franco-Nevada, through a wholly-owned subsidiary, agreed to acquire a 1.5% NSR on the Volcan gold project located in the Maricunga Gold Belt in the Atacama region of Chile for a purchase price of $15.0 million. The project is owned by Tiernan Gold Corporation, a company privately held by Hochschild Mining plc. The agreement provides Franco-Nevada the option to acquire an additional 1.0% NSR based on pre-determined conditions.

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

(e) | Funding of the Tocantinzinho Stream – Brazil

On September 29, 2023, the Company’s wholly-owned subsidiary, Franco-Nevada (Barbados) Corporation (“FNBC”), funded $66.2 million in relation to the Tocantinzinho project, for a total of $250.0 million disbursed in the nine months ended September 30, 2023, thereby fulfilling its stream towards the project. The stream, which is in reference to production from the Tocantinzinho project, located in Pará State, Brazil, and owned by G Mining Ventures Corp. (“G Mining Ventures”), was

​

​ | ​
2023 Third Quarter Financial Statements | 7

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

acquired on July 18, 2022 for a purchase price of $250.0 million and was payable in instalments, subject to the satisfaction of various conditions. The stream agreement is accounted for as an acquisition of a stream interest.

Additionally, through one of its wholly-owned subsidiaries, Franco-Nevada provided G Mining Ventures with a $75.0 million secured term loan facility (the “Term Loan”). As at September 30, 2023, no funding has been provided to G Mining Ventures in connection with the Term Loan.

(f) | Acquisition of Additional Royalty Interest on Caserones – Chile

Franco-Nevada, through a wholly-owned subsidiary, acquired an incremental effective NSR totaling 0.1120% on the Caserones copper-molybdenum mine, now owned by Lundin Mining Corporation, located in the Atacama region of Chile. The incremental effective 0.1120% NSR was acquired in two transactions: (i) a 0.0260% effective NSR on March 8, 2023, for a purchase price of $2.1 million, and (ii) a 0.0860% NSR on June 29, 2023, for a purchase price of $7.3 million. Inclusive of the Company’s interest of 0.4582% acquired in April 2022, Franco-Nevada now holds a 0.5702% effective NSR on Caserones.

The transactions have been accounted for as an acquisition of a mineral royalty interest.

(g) | Acquisition Agreement for New Royalties with EMX Royalty Corporation

On June 27, 2023, Franco-Nevada executed a binding term sheet with EMX Royalty Corporation (“EMX”) for a three-year arrangement for the joint acquisition of newly created precious metals and copper royalties sourced by EMX. Franco-Nevada will contribute 55% (up to $5.5 million) and EMX will contribute 45% (up to $4.5 million) towards the royalty acquisitions, with the resulting royalty interests equally split on a 50/50 basis.

(h) | Acquisition of Royalties on Exploration Properties – Nevada and Arizona, U.S.

On June 15, 2023, Franco-Nevada, through a wholly-owned subsidiary, acquired a portfolio of eight royalties on exploration properties located in the states of Nevada and Arizona, including a 0.5% NSR on Integra Resources Corp.’s Wildcat and Mountain View gold projects, for a purchase price of $2.5 million.

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

(i) | Acquisition of Additional Royalty on Valentine Gold Project and Private Placement with Marathon Gold Corporation – Newfoundland, Canada

On June 8, 2023, Franco-Nevada acquired an additional 1.5% NSR on Marathon Gold Corporation’s (“Marathon”) Valentine Gold project located in Newfoundland for a purchase price of $45.0 million. Inclusive of Franco-Nevada’s initial 1.5% NSR (reduced from 2.0% following Marathon’s buy-back of 0.5%, as described below), the Company now holds an aggregate 3.0% NSR on the project.

On July 5, 2023, Franco-Nevada acquired 6,578,947 common shares of Marathon at a price of C$0.76 per common share for an aggregate of $3.8 million (C$5.0 million), comprising the back-end of a non-brokered charity flow-through offering.

The additional 1.5% NSR has been accounted for as an acquisition of a mineral royalty interest. The common shares of Marathon has been accounted for as an equity investment designated at FVTOCI.

(j) | Acquisition of Royalty on Kerr-Addison Property and Share Subscription with Gold Candle Ltd. – Ontario, Canada

On April 14, 2023, Franco-Nevada acquired a 1% NSR on Gold Candle Ltd.’s (“Gold Candle”) Kerr-Addison project located in Virginiatown, Ontario, which hosts the formerly producing Kerr-Addison gold mine, for a purchase price of $10.0 million.

On July 26, 2023, Franco-Nevada acquired 5,454,546 common shares of Gold Candle, a private company, at a price of C$1.10 per common share for an aggregate purchase price of $4.6 million (C$6.0 million).

The acquisition of the 1% NSR has been accounted for as an acquisition of a mineral royalty interest. The common shares of Gold Candle has been accounted for as an equity investment designated at FVTOCI.

(k) | Acquisition of Gold Royalties – Australia

On February 22, 2023, Franco-Nevada acquired a portfolio of five primarily gold royalties from Trident Royalties Plc (“Trident”), which includes a 1.5% NSR on Ramelius Resources’ Rebecca gold project (“Rebecca”) located in Western Australia, for total consideration of $15.6 million payable as follows: (i) $14.3 million paid on closing of the transaction, and (ii) $1.3 million in a contingent payment payable upon first gold production at Rebecca.

The transaction has been accounted for as an acquisition of a mineral royalty interest. The contingent payment will be capitalized as part of the cost of the royalty interest if and when the underlying obligating events have occurred.

​

​ | ​
2023 Third Quarter Financial Statements | 8

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

(l) | Receipt of Valentine Gold Royalty Buy-back – Newfoundland, Canada

On February 22, 2023, Marathon exercised its option to buy-back 0.5% of Franco-Nevada’s initial 2.0% NSR on the Valentine Gold project by paying $7.0 million to Franco-Nevada. The Company acquired the initial 2.0% NSR on February 21, 2019 for $13.7 million (C$18.0 million).

The transaction has been accounted for as a disposal of royalty mineral interest as referenced in Note 7(b).

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

During the three and nine months ended September 30, 2023, Franco-Nevada recorded contributions to the Royalty Acquisition Venture of $2.5 million and $8.4 million, respectively (Q3 2022 and YTD 2022 – $4.4 million and $8.0 million, respectively). As at September 30, 2023, Franco-Nevada’s total cumulative investment in the Royalty Acquisition Venture totaled $449.0 million and Franco-Nevada has remaining commitments of up to $71.0 million.

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

Note 4 - Cash and Cash Equivalents

Cash and cash equivalents comprised the following:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | At September 30, | ​ | ​ | At December 31, |
​ |  |  | 2023 |  |  | 2022 |
Cash deposits | ​ | ​ | $ | 413.3 | ​ | ​ | $ | 541.4 | ​
Term deposits | ​ | ​ |  | 883.8 | ​ | ​ |  | 655.1 | ​
​ | ​ | ​ | $ | 1,297.1 | ​ | ​ | $ | 1,196.5 | ​

As at September 30, 2023 and December 31, 2022, cash and cash equivalents were primarily held in interest-bearing deposits.

​

Note 5 - Investments

Investments comprised the following:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | At September 30, | ​ | ​ | At December 31, |
​ |  |  | 2023 |  |  | 2022 |
Equity investments | ​ | ​ | $ | 237.1 | ​ | ​ | $ | 224.6 | ​
Warrants | ​ | ​ |  | 2.6 | ​ | ​ |  | 2.6 | ​
​ | ​ | ​ | $ | 239.7 | ​ | ​ | $ | 227.2 | ​

​

(a) | Equity investments

Equity investments comprised the following:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | At September 30, | ​ | ​ | At December 31, |
​ |  |  | 2023 |  |  | 2022 |
Labrador Iron Ore Royalty Corporation ("LIORC") | ​ | ​ | $ | 150.6 | ​ | ​ | $ | 157.0 | ​
Other | ​ | ​ |  | 86.5 | ​ | ​ |  | 67.6 | ​
​ | ​ | ​ | $ | 237.1 | ​ | ​ | $ | 224.6 | ​

During the nine months ended September 30, 2023, the Company disposed of equity investments with a cost of $1.4 million (YTD 2022 –$1.1 million) for gross proceeds of $2.0 million (YTD 2022 –$1.7 million).

​

​

​ | ​
2023 Third Quarter Financial Statements | 9

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

The change in the fair value of equity investments recognized in other comprehensive income for the periods ended September 30, 2023 and 2022 were as follows:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | For the nine months ended |
​ | ​ | September 30, | ​ | September 30, | ​
​ |  | 2023 |  | 2022 |  |  | 2023 |  |  | 2022 |
Gain (loss) on changes in the fair value of equity investments at FVTOCI | ​ | $ | 4.0 | ​ | $ | (3.0) | ​ | ​ | $ | 5.2 | ​ | ​ | $ | (68.8) | ​
Income tax (expense) recovery in other comprehensive income | ​ |  | (0.5) | ​ |  | 0.5 | ​ |  | ​ | (0.7) | ​ | ​ |  | 9.2 | ​
Gain (loss) on changes in the fair value of equity investments at FVTOCI, net of income tax | ​ | $ | 3.5 | ​ | $ | (2.5) | ​ |  | $ | 4.5 | ​ | ​ | $ | (59.6) | ​

​

Note 6 – Gold Bullion, Prepaid Expenses and Other Current Assets

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | At September 30, | ​ | ​ | At December 31, | ​
​ |  |  | 2023 |  |  | 2022 |
Gold bullion | ​ | ​ | $ | 50.9 | ​ | ​ | $ | 28.1 | ​
Prepaid expenses | ​ | ​ |  | 18.6 | ​ | ​ |  | 22.1 | ​
Deposits related to Canada Revenue Agency ("CRA") audits | ​ | ​ | ​ | 13.9 | ​ | ​ | ​ | — | ​
Stream ounces inventory | ​ | ​ | ​ | 0.7 | ​ | ​ | ​ | 0.1 | ​
Debt issue costs | ​ | ​ |  | 0.5 | ​ | ​ |  | 0.6 | ​
​ | ​ | ​ | $ | 84.6 | ​ | ​ | $ | 50.9 | ​

Deposits related to CRA audits represent cash on deposit with CRA in connection with the Domestic and FAPI Reassessments, as referenced in Note 21, which have been vacated. Subsequent to quarter-end, in October 2023, the CRA returned $9.9 million (C$12.5 million) of these deposits.

​

Note 7 - Royalty, Stream and Working Interests

(a) | Royalty, Stream and Working Interests

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Impairment | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Accumulated | ​ | (charges) | ​ | ​ | ​ | ​ | ​
As at September 30, 2023 |  | Cost |  | depletion(1) |  | reversals |  |  | Carrying value |
Mining royalties | ​ | $ | 1,662.2 | ​ | $ | (746.2) | ​ | $ | — | ​ | ​ | $ | 916.0 | ​
Streams | ​ | ​ | 4,763.8 | ​ | ​ | (2,192.4) | ​ | ​ | — | ​ | ​ | ​ | 2,571.4 | ​
Energy | ​ | ​ | 1,946.6 | ​ | ​ | (802.1) | ​ | ​ | — | ​ | ​ | ​ | 1,144.5 | ​
Advanced | ​ | ​ | 408.9 | ​ | ​ | (55.4) | ​ | ​ | — | ​ | ​ | ​ | 353.5 | ​
Exploration | ​ | ​ | 181.3 | ​ | ​ | (9.8) | ​ | ​ | — | ​ | ​ | ​ | 171.5 | ​
​ | ​ | $ | 8,962.8 | ​ | $ | (3,805.9) | ​ | $ | — | ​ | ​ | $ | 5,156.9 | ​

| 1. | Accumulated depletion includes previously recognized impairment charges and reversals.

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | Impairments | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | Accumulated | ​ | (charges) | ​ | ​ | ​ | ​ | ​
As at December 31, 2022 |  | Cost |  | depletion(1) |  | reversals |  |  | Carrying value |
Mining royalties | ​ | $ | 1,582.7 | ​ | $ | (716.9) | ​ | $ | — | ​ | ​ | $ | 865.8 | ​
Streams | ​ | ​ | 4,513.1 | ​ | ​ | (2,065.7) | ​ | ​ | — | ​ | ​ |  | 2,447.4 | ​
Energy | ​ | ​ | 1,937.0 | ​ | ​ | (755.5) | ​ | ​ | — | ​ | ​ |  | 1,181.5 | ​
Advanced | ​ | ​ | 426.6 | ​ | ​ | (55.6) | ​ | ​ | — | ​ | ​ | ​ | 371.0 | ​
Exploration | ​ | ​ | 71.7 | ​ | ​ | (9.9) | ​ | ​ | — | ​ | ​ | ​ | 61.8 | ​
​ | ​ | $ | 8,531.1 | ​ | $ | (3,603.6) | ​ | $ | — | ​ | ​ | $ | 4,927.5 | ​

​

| 1. | Accumulated depletion includes previously recognized impairment charges and reversals.

​

​ | ​
2023 Third Quarter Financial Statements | 10

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

Changes in royalty, stream and working interests for the periods ended September 30, 2023 and December 31, 2022 were as follows:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Mining | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | royalties |  | Streams |  | Energy |  | Advanced |  | Exploration |  | Total |
Balance at January 1, 2022 | ​ | $ | 903.0 | ​ | $ | 2,623.0 | ​ | $ | 1,258.3 | ​ | $ | 308.8 | ​ | $ | 56.2 | ​ | $ | 5,149.3 | ​
Additions | ​ |  | 44.1 | ​ | ​ | 1.6 | ​ | ​ | 12.1 | ​ | ​ | 72.7 | ​ | ​ | 7.9 | ​ |  | 138.4 | ​
Depletion | ​ |  | (40.2) | ​ |  | (177.2) | ​ |  | (66.4) | ​ |  | (0.2) | ​ |  | — | ​ |  | (284.0) | ​
Impact of foreign exchange | ​ |  | (41.1) | ​ |  | — | ​ |  | (22.5) | ​ |  | (10.3) | ​ |  | (2.3) | ​ |  | (76.2) | ​
Balance at December 31, 2022 | ​ | $ | 865.8 | ​ | $ | 2,447.4 | ​ | $ | 1,181.5 | ​ | $ | 371.0 | ​ | $ | 61.8 | ​ | $ | 4,927.5 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at January 1, 2023 | ​ | $ | 865.8 | ​ | $ | 2,447.4 | ​ | $ | 1,181.5 | ​ | $ | 371.0 | ​ | $ | 61.8 | ​ | $ | 4,927.5 | ​
Additions | ​ | ​ | 9.6 | ​ | ​ | 250.2 | ​ | ​ | 8.4 | ​ | ​ | 57.4 | ​ | ​ | 110.2 | ​ | ​ | 435.8 | ​
Disposals | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (3.3) | ​ |  | — | ​ |  | (3.3) | ​
Transfers | ​ |  | 70.1 | ​ |  | — | ​ |  | — | ​ |  | (70.1) | ​ |  | — | ​ |  | — | ​
Depletion | ​ |  | (30.2) | ​ |  | (126.2) | ​ |  | (46.0) | ​ |  | (0.2) | ​ |  | — | ​ |  | (202.6) | ​
Impact of foreign exchange | ​ |  | 0.7 | ​ |  | — | ​ |  | 0.6 | ​ |  | (1.3) | ​ |  | (0.5) | ​ |  | (0.5) | ​
Balance at September 30, 2023 | ​ | $ | 916.0 | ​ | $ | 2,571.4 | ​ | $ | 1,144.5 | ​ | $ | 353.5 | ​ | $ | 171.5 | ​ | $ | 5,156.9 | ​

​

​

Of the total net book value as at September 30, 2023, $4,165.8 million (December 31, 2022 - $3,980.2 million) is depletable and $991.1 million (December 31, 2022 - $947.3 million) is non-depletable.

(b) | Disposal of Royalty Interest

On February 22, 2023, Marathon exercised its option to buy-back 0.5% of Franco-Nevada’s initial 2.0% NSR on the Valentine Gold project by paying $7.0 million to Franco-Nevada. Franco-Nevada acquired the initial NSR on February 21, 2019 for $13.7 million (C$18.0 million). The carrying value of the NSR portion subject to the buy-back was $3.3 million (C$4.5 million). The Company recognized a gain on disposal of $3.7 million in the consolidated statement of income and comprehensive income for the nine months ended September 30, 2023.

Note 8 - Other Assets

Other assets comprised the following:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | At September 30, | ​ | ​ | At December 31, | ​
​ |  |  | 2023 |  |  | 2022 |
Deposits related to CRA audits | ​ | ​ | $ | 27.1 | ​ | ​ | $ | 40.9 | ​
Energy well equipment, net | ​ | ​ | ​ | 5.7 | ​ | ​ | ​ | 5.6 | ​
Right-of-use assets, net | ​ | ​ |  | 0.8 | ​ | ​ |  | 0.9 | ​
Debt issue costs | ​ | ​ | ​ | 1.2 | ​ | ​ | ​ | 1.5 | ​
Furniture and fixtures, net | ​ | ​ |  | 0.1 | ​ | ​ |  | 0.2 | ​
​ | ​ | ​ | $ | 34.9 | ​ | ​ | $ | 49.1 | ​

Deposits related to CRA audits represent cash on deposit with CRA in connection with the Transfer Pricing Reassessments, as referenced in Note 21. The amount has been classified as non-current as the Company is appealing the reassessments, for which the timing of the completion is uncertain.

Note 9 – Debt

Corporate Revolver

The Company has a $1.0 billion unsecured revolving term credit facility (the “Corporate Revolver”). As at September 30, 2023, no amounts were drawn from the Corporate Revolver. The Company has three standby letters of credit in the amount of $18.9 million (C$25.5 million) against the Corporate Revolver in relation to the audit by the CRA of its 2013-2015 taxation years, as referenced in Note 21. These standby letters of credit reduce the available balance under the Corporate Revolver.

​

​ | ​
2023 Third Quarter Financial Statements | 11

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

Note 10 - Revenue

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | ​ | For the nine months ended |
​ | ​ | September 30, | ​ | ​ | September 30, | ​
​ |  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Commodity | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Gold(1) | ​ | $ | 199.5 | ​ | ​ | $ | 166.6 | ​ | ​ | $ | 585.7 | ​ | ​ | $ | 544.9 | ​
Silver | ​ |  | 31.6 | ​ | ​ | ​ | 30.3 | ​ | ​ |  | 95.5 | ​ | ​ | ​ | 107.2 | ​
Platinum group metals(1) | ​ |  | 9.7 | ​ | ​ | ​ | 9.8 | ​ | ​ |  | 31.0 | ​ | ​ | ​ | 41.2 | ​
Iron ore(2) | ​ | ​ | 12.8 | ​ | ​ | ​ | 10.8 | ​ | ​ | ​ | 36.0 | ​ | ​ | ​ | 44.7 | ​
Other mining assets | ​ | ​ | 3.2 | ​ | ​ | ​ | 2.9 | ​ | ​ | ​ | 10.3 | ​ | ​ | ​ | 6.4 | ​
Mining | ​ | $ | 256.8 | ​ | ​ | $ | 220.4 | ​ | ​ | $ | 758.5 | ​ | ​ | $ | 744.4 | ​
Oil | ​ | $ | 38.2 | ​ | ​ | $ | 36.6 | ​ | ​ | $ | 102.2 | ​ | ​ | $ | 121.8 | ​
Gas | ​ | ​ | 9.9 | ​ | ​ | ​ | 40.9 | ​ | ​ | ​ | 41.0 | ​ | ​ | ​ | 108.3 | ​
Natural gas liquids | ​ | ​ | 4.6 | ​ | ​ | ​ | 6.3 | ​ | ​ | ​ | 14.0 | ​ | ​ | ​ | 20.8 | ​
Energy | ​ | $ | 52.7 | ​ | ​ | $ | 83.8 | ​ | ​ | $ | 157.2 | ​ | ​ | $ | 250.9 | ​
​ | ​ | $ | 309.5 | ​ | ​ | $ | 304.2 | ​ | ​ | $ | 915.7 | ​ | ​ | $ | 995.3 | ​
Geography | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
South America | ​ | $ | 88.9 | ​ | ​ | $ | 84.4 | ​ | ​ | $ | 274.1 | ​ | ​ | $ | 275.8 | ​
Central America & Mexico | ​ | ​ | 87.9 | ​ | ​ | ​ | 61.1 | ​ | ​ | ​ | 245.1 | ​ | ​ | ​ | 224.8 | ​
United States | ​ |  | 49.3 | ​ | ​ | ​ | 79.4 | ​ | ​ |  | 157.4 | ​ | ​ | ​ | 241.0 | ​
Canada(1)(2) | ​ |  | 46.4 | ​ | ​ | ​ | 49.1 | ​ | ​ |  | 133.3 | ​ | ​ | ​ | 161.5 | ​
Rest of World | ​ |  | 37.0 | ​ | ​ | ​ | 30.2 | ​ | ​ |  | 105.8 | ​ | ​ | ​ | 92.2 | ​
​ | ​ | $ | 309.5 | ​ | ​ | $ | 304.2 | ​ | ​ | $ | 915.7 | ​ | ​ | $ | 995.3 | ​
Type | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Revenue-based royalties | ​ | $ | 91.7 | ​ | ​ | $ | 119.3 | ​ | ​ | $ | 283.0 | ​ | ​ | $ | 371.5 | ​
Streams(1) | ​ |  | 186.8 | ​ | ​ |  | 153.9 | ​ | ​ |  | 545.3 | ​ | ​ |  | 519.4 | ​
Profit-based royalties | ​ |  | 16.3 | ​ | ​ |  | 17.9 | ​ | ​ |  | 48.8 | ​ | ​ |  | 70.3 | ​
Other(2) | ​ |  | 14.7 | ​ | ​ |  | 13.1 | ​ | ​ |  | 38.6 | ​ | ​ |  | 34.1 | ​
​ | ​ | $ | 309.5 | ​ | ​ | $ | 304.2 | ​ | ​ | $ | 915.7 | ​ | ​ | $ | 995.3 | ​

| 1. | For Q3 2023, revenue includes a loss of $0.1 million and a gain of $0.1 million for provisional pricing adjustments for gold and platinum group metals, respectively (Q3 2022 – a loss of $0.1 million and a gain of $0.7 million, respectively). For YTD 2023, revenue include gains of $0.1 million and $0.4 million of provisional pricing adjustments for gold and platinum group metals, respectively (YTD 2022 – a loss of $0.4 million and a gain of $1.1 million, respectively).

| 2. | For Q3 2023, revenue includes dividend income of $4.5 million from the Company’s equity investment in LIORC (Q3 2022 – $4.6 million). For YTD 2023, revenue includes dividend income of $9.9 million from the Company’s equity investment in LIORC (YTD 2022 – $11.6 million).

Note 11 - Costs of Sales

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | ​ | For the nine months ended |
​ | ​ | September 30, | ​ | ​ | September 30, | ​
​ |  | 2023 |  | ​ | 2022 |  |  | 2023 |  |  | 2022 |
Costs of stream sales | ​ | $ | 45.4 | ​ | ​ | $ | 37.1 | ​ | ​ | $ | 123.6 | ​ | ​ | $ | 118.4 | ​
Mineral production taxes | ​ |  | 0.5 | ​ | ​ |  | 0.6 | ​ | ​ |  | 1.5 | ​ | ​ |  | 1.5 | ​
Mining costs of sales | ​ | $ | 45.9 | ​ | ​ | $ | 37.7 | ​ | ​ | $ | 125.1 | ​ | ​ | $ | 119.9 | ​
Energy costs of sales | ​ |  | 3.0 | ​ | ​ |  | 4.3 | ​ | ​ |  | 9.1 | ​ | ​ |  | 11.2 | ​
​ | ​ | $ | 48.9 | ​ | ​ | $ | 42.0 | ​ | ​ | $ | 134.2 | ​ | ​ | $ | 131.1 | ​

​

​

​

​ | ​
2023 Third Quarter Financial Statements | 12

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

Note 12 - Share-Based Compensation Expenses

Share-based compensation expenses comprised the following:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | ​ | For the nine months ended |
​ | ​ | September 30, | ​ | ​ | September 30, | ​
​ |  | 2023 |  | 2022 |  |  | 2023 |  |  | 2022 |
Stock options and restricted share units | ​ | $ | 1.5 | ​ | $ | 1.6 | ​ | ​ | $ | 4.7 | ​ | ​ | $ | 4.6 | ​
Deferred share units | ​ |  | (0.8) | ​ |  | (1.2) | ​ | ​ |  | 1.6 | ​ | ​ |  | 0.1 | ​
​ | ​ | $ | 0.7 | ​ | $ | 0.4 | ​ | ​ | $ | 6.3 | ​ | ​ | $ | 4.7 | ​

​

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

Note 13 - Related Party Disclosures

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

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | ​ | For the nine months ended |
​ | ​ | September 30, | ​ | ​ | September 30, | ​
​ |  | 2023 |  | 2022 |  |  | 2023 |  |  | 2022 |
Short-term benefits(1) | ​ | $ | 0.9 | ​ | $ | 0.9 | ​ | ​ | $ | 2.7 | ​ | ​ | $ | 2.8 | ​
Share-based payments(2) | ​ |  | 0.4 | ​ |  | (0.4) | ​ | ​ |  | 4.3 | ​ | ​ |  | 3.1 | ​
​ | ​ | $ | 1.3 | ​ | $ | 0.5 | ​ | ​ | $ | 7.0 | ​ | ​ | $ | 5.9 | ​

| 1. | Includes salary, benefits and short-term accrued incentives/other bonuses earned in the period.

| 2. | Represents the expense of stock options and RSUs and mark-to-market charges on DSUs during the period.

​

Note 14 - Finance Income and Expenses

Finance income and expenses for the periods ended September 30, 2023 and 2022 were as follows:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | For the three months ended | ​ | ​ | For the nine months ended | ​
​ | ​ | ​ | September 30, | ​ | ​ | September 30, | ​
​ |  |  | 2023 |  |  | 2022 |  | ​ | 2023 |  |  | 2022 | ​
Finance income |  | ​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Interest | ​ | ​ | $ | 15.5 | ​ | ​ | $ | 2.4 | ​ | ​ | $ | 36.0 | ​ | ​ | $ | 5.9 | ​
​ | ​ | ​ | $ | 15.5 | ​ | ​ | $ | 2.4 | ​ | ​ | $ | 36.0 | ​ | ​ | $ | 5.9 | ​
Finance expenses |  | ​ | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Standby charges | ​ | ​ | $ | 0.5 | ​ | ​ | $ | 0.6 | ​ | ​ | $ | 1.7 | ​ | ​ | $ | 1.7 | ​
Amortization of debt issue costs | ​ | ​ |  | 0.2 | ​ | ​ |  | 0.1 | ​ | ​ |  | 0.4 | ​ | ​ |  | 0.7 | ​
Accretion of lease liabilities | ​ | ​ |  | — | ​ | ​ |  | 0.1 | ​ | ​ |  | — | ​ | ​ |  | 0.1 | ​
​ | ​ | ​ | $ | 0.7 | ​ | ​ | $ | 0.8 | ​ | ​ | $ | 2.1 | ​ | ​ | $ | 2.5 | ​

​

​

​

​ | ​
2023 Third Quarter Financial Statements | 13

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

Note 15 - Income Taxes

Income tax expense for the periods ended September 30, 2023 and 2022 was as follows:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | ​ | For the nine months ended |
​ | ​ | September 30, | ​ | ​ | September 30, |
​ |  | 2023 | ​ | 2022 |  |  | 2023 |  |  | 2022 |
Current income tax expense | ​ | $ | 23.4 | ​ | $ | 21.4 | ​ | ​ | $ | 62.9 | ​ | ​ | $ | 80.9 | ​
Deferred income tax expense | ​ | ​ | 1.5 | ​ | ​ | 9.0 | ​ | ​ | ​ | 16.6 | ​ | ​ | ​ | 22.2 | ​
Income tax expense | ​ | $ | 24.9 | ​ | $ | 30.4 | ​ | ​ | $ | 79.5 | ​ | ​ | $ | 103.1 | ​

​

Canada Revenue Agency Audit

The Company is undergoing an audit by the CRA of its 2012-2019 taxation years, as referenced in Note 21.

Global Minimum Tax

Canada, together with approximately 140 other countries comprising the OECD/G20 Inclusive Framework on BEPS (Base Erosion and Profit Shifting) (the “Inclusive Framework”), agreed to in principle in 2021, certain base erosion tax initiatives, including the introduction of a 15% global minimum tax (“Pillar Two”) that applies to large multinational enterprise groups with global consolidated revenues over €750 million.

On March 28, 2023, the Government of Canada reaffirmed its intention to implement Pillar Two effective for fiscal years that begin on or after December 31, 2023. On August 4, 2023, the government released for consultation draft legislation, which is intended to closely follow the detailed model rules, commentary, and administrative guidance agreed to by the Inclusive Framework. Subsequent to the quarter-end, on November 7, 2023, the Government of Barbados announced proposed rules in response to Pillar Two. Management has been evaluating the Pillar Two proposals, and is reviewing the Canadian draft legislation and the Barbados proposed rules and assessing their impact to the Company.

If the draft rules are enacted or substantively enacted, it would result in the Company’s profits being subject to additional taxation.

​

​ | ​
2023 Third Quarter Financial Statements | 14

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

Note 16 - Shareholders’ Equity

(a) | Share Capital

The Company’s authorized capital stock includes an unlimited number of common shares (192,119,414 common shares issued and outstanding as at September 30, 2023) having no par value and preferred shares issuable in series (issued - nil).

Changes in share capital for the periods ended September 30, 2023 and December 31, 2022 were as follows:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Number | ​ | ​ | ​ | ​
​ |  |  | of shares |  |  | Amount |
Balance at January 1, 2022 | ​ |  | 191,334,392 | ​ | $ | 5,628.5 | ​
Exercise of stock options | ​ | ​ | 148,295 | ​ | ​ | 12.2 | ​
Vesting of restricted share units | ​ | ​ | 49,919 | ​ | ​ | 6.4 | ​
Dividend reinvestment plan | ​ | ​ | 360,085 | ​ | ​ | 48.2 | ​
Balance at December 31, 2022 | ​ | ​ | 191,892,691 | ​ | $ | 5,695.3 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Balance at January 1, 2023 | ​ | ​ | 191,892,691 | ​ | $ | 5,695.3 | ​
Exercise of stock options | ​ | ​ | 61,000 | ​ | ​ | 3.8 | ​
Dividend reinvestment plan | ​ | ​ | 165,723 | ​ | ​ | 23.0 | ​
Balance at September 30, 2023 | ​ | ​ | 192,119,414 | ​ | $ | 5,722.1 | ​

(b) | Dividends

For the three months ended September 30, 2023, the Company declared dividends of $0.34 per common share (Q3 2022– $0.32). For the nine months ended September 30, 2023, the Company declared dividends of $1.02 per common share (YTD 2022 - $0.96). Dividends paid in cash and through the Company’s Dividend Reinvestment Plan (“DRIP”) were as follows:

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended | ​ | ​ | For the nine months ended |
​ | ​ | September 30, | ​ | ​ | September 30, |
​ |  | 2023 |  | 2022 |  |  | 2023 |  |  | 2022 |
Cash dividends | ​ | $ | 56.8 | ​ | $ | 48.2 | ​ | ​ | $ | 173.2 | ​ | ​ | $ | 149.6 | ​
DRIP dividends | ​ |  | 8.5 | ​ |  | 12.8 | ​ | ​ |  | 23.0 | ​ | ​ |  | 34.6 | ​
​ | ​ | $ | 65.3 | ​ | $ | 61.0 | ​ | ​ | $ | 196.2 | ​ | ​ | $ | 184.2 | ​

​

​

Note 17 - Earnings per Share ("EPS")

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended September 30, |
​ | ​ | 2023 | ​ | 2022 |
​ |  | ​ | ​ |  | Shares |  | ​ | Per Share |  | ​ | ​ |  | Shares |  | ​ | Per Share |
​ | ​ | ​ | Net income | ​ | (in millions) | ​ | ​ | Amount |  | ​ | Net income | ​ | (in millions) | ​ | ​ | Amount |
Basic earnings per share | ​ | ​ | $ | 175.1 |  | 192.1 | ​ | ​ | $ | 0.91 | ​ | ​ | $ | 157.1 |  | 191.6 | ​ | ​ | $ | 0.82 | ​
Effect of dilutive securities | ​ | ​ |  | — |  | 0.3 | ​ | ​ |  | — | ​ | ​ |  | — |  | 0.3 | ​ | ​ |  | — | ​
Diluted earnings per share | ​ | ​ | $ | 175.1 |  | 192.4 | ​ | ​ | $ | 0.91 | ​ | ​ | $ | 157.1 |  | 191.9 | ​ | ​ | $ | 0.82 | ​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the nine months ended September 30, |
​ | ​ | 2023 | ​ | 2022 |
​ |  | ​ | ​ |  | Shares |  | ​ | Per Share |  | ​ | ​ |  | Shares |  | ​ | Per Share |
​ | ​ | ​ | Net income | ​ | (in millions) | ​ | ​ | Amount |  | ​ | Net income | ​ | (in millions) | ​ | ​ | Amount |
Basic earnings per share | ​ | ​ | $ | 516.1 |  | 192.0 | ​ | ​ | $ | 2.69 | ​ | ​ | $ | 535.6 |  | 191.5 | ​ | ​ | $ | 2.80 | ​
Effect of dilutive securities | ​ | ​ |  | — |  | 0.3 | ​ | ​ |  | (0.01) | ​ | ​ |  | — |  | 0.4 | ​ | ​ |  | (0.01) | ​
Diluted earnings per share | ​ | ​ | $ | 516.1 |  | 192.3 | ​ | ​ | $ | 2.68 | ​ | ​ | $ | 535.6 |  | 191.9 | ​ | ​ | $ | 2.79 | ​

​

For the three months ended September 30, 2023, 48,316 stock options (Q3 2022– 109,948 stock options) were excluded from the computation of diluted EPS as their impact would have been anti-dilutive. For the nine months ended September 30, 2023, 47,952 stock options (YTD 2022 – 109,948 stock options) were excluded from the computation of diluted EPS as their impact would have been anti-dilutive.

​

​ | ​
2023 Third Quarter Financial Statements | 15

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

Note 18 - Segment Reporting

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

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the three months ended September 30, | ​
​ | ​ | 2023 | ​ | 2022 | ​
​ | ​ | Mining | ​ | Energy | ​ | Total | ​ | ​ | Mining | ​ | Energy | ​ | Total | ​
Revenue | ​ | $ | 256.8 | ​ | $ | 52.7 | ​ | $ | 309.5 | ​ | ​ | $ | 220.4 | ​ | $ | 83.8 | ​ | $ | 304.2 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Costs of sales | ​ | $ | 45.9 | ​ | $ | 3.0 | ​ | $ | 48.9 | ​ | ​ | $ | 37.7 | ​ | $ | 4.3 | ​ | $ | 42.0 | ​
Depletion and depreciation | ​ | ​ | 53.2 | ​ | ​ | 14.8 | ​ | ​ | 68.0 | ​ | ​ | ​ | 51.4 | ​ | ​ | 16.6 | ​ | ​ | 68.0 | ​
Segment gross profit | ​ | $ | 157.7 | ​ | $ | 34.9 | ​ | $ | 192.6 | ​ | ​ | $ | 131.3 | ​ | $ | 62.9 | ​ | $ | 194.2 | ​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the nine months ended September 30, | ​
​ | ​ | 2023 | ​ | 2022 | ​
​ |  | Mining |  | Energy |  | Total | ​ |  | Mining |  | Energy |  | Total |
Revenue | ​ | $ | 758.5 | ​ | $ | 157.2 | ​ | $ | 915.7 | ​ | ​ | $ | 744.4 | ​ | $ | 250.9 | ​ | $ | 995.3 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Expenses | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Costs of sales | ​ | $ | 125.1 | ​ | $ | 9.1 | ​ | $ | 134.2 | ​ | ​ | $ | 119.9 | ​ | $ | 11.2 | ​ | $ | 131.1 | ​
Depletion and depreciation | ​ | ​ | 156.5 | ​ | ​ | 47.2 | ​ | ​ | 203.7 | ​ | ​ | ​ | 162.2 | ​ | ​ | 48.9 | ​ | ​ | 211.1 | ​
Segment gross profit | ​ | $ | 476.9 | ​ | $ | 100.9 | ​ | $ | 577.8 | ​ | ​ | $ | 462.3 | ​ | $ | 190.8 | ​ | $ | 653.1 | ​

​

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | For the three months ended | ​ | ​ | For the nine months ended | ​
​ | ​ | ​ | September 30, | ​ | ​ | September 30, | ​
​ | ​ | ​ | 2023 | ​ | ​ | 2022 | ​ | ​ | 2023 | ​ | ​ | 2022 | ​
Total segment gross profit | ​ | $ | 192.6 | ​ | ​ | $ | 194.2 | ​ | ​ | $ | 577.8 | ​ | ​ | $ | 653.1 | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other operating expenses (income) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
General and administrative expenses | ​ | $ | 5.0 | ​ | ​ | $ | 4.7 | ​ | ​ | $ | 17.4 | ​ | ​ | $ | 16.1 | ​ | ​
Share-based compensation expense | ​ | ​ | 0.7 | ​ | ​ | ​ | 0.4 | ​ | ​ | ​ | 6.3 | ​ | ​ | ​ | 4.7 | ​ | ​
Gain on sale of royalty interest | ​ | ​ | — | ​ | ​ | ​ | — | ​ | ​ | ​ | (3.7) | ​ | ​ | ​ | — | ​ | ​
(Gain) loss on sale of gold bullion | ​ | ​ | (0.2) | ​ | ​ | ​ | 0.4 | ​ | ​ | ​ | (2.3) | ​ | ​ | ​ | (1.1) | ​ | ​
Depreciation | ​ | ​ | 0.1 | ​ | ​ | ​ | 0.5 | ​ | ​ | ​ | 0.5 | ​ | ​ | ​ | 1.6 | ​ | ​
Foreign exchange loss (gain) and other expenses (income) | ​ | ​ | 1.8 | ​ | ​ | ​ | 2.3 | ​ | ​ | ​ | (2.1) | ​ | ​ | ​ | (3.5) | ​ | ​
Income before finance items and income taxes | ​ | $ | 185.2 | ​ | ​ | $ | 185.9 | ​ | ​ | $ | 561.7 | ​ | ​ | $ | 635.3 | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Finance items | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Finance income | ​ | $ | 15.5 | ​ | ​ | $ | 2.4 | ​ | ​ | $ | 36.0 | ​ | ​ | $ | 5.9 | ​ | ​
Finance expenses | ​ | ​ | (0.7) | ​ | ​ | ​ | (0.8) | ​ | ​ | ​ | (2.1) | ​ | ​ | ​ | (2.5) | ​ | ​
Net income before income taxes | ​ | $ | 200.0 | ​ | ​ | $ | 187.5 | ​ | ​ | $ | 595.6 | ​ | ​ | $ | 638.7 | ​ | ​

​

​

​

​

​ | ​
2023 Third Quarter Financial Statements | 16

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

Note 19 - Fair Value Measurements

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

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

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

​

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

​

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

​

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

There were no transfers between the levels of the fair value hierarchy during the three and nine months ended September 30, 2023.

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

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Quoted prices in |  | Significant other |  | Significant |  |  | ​ |
​ | ​ | active markets for | ​ | observable | ​ | unobservable | ​ | ​ | ​ |
​ | ​ | identical assets | ​ | inputs | ​ | inputs | ​ | ​ | Aggregate |
As at September 30, 2023 | ​ | (Level 1) | ​ | (Level 2) | ​ | (Level 3) | ​ | ​ | fair value |
Receivables from provisional concentrate sales | ​ | $ | — | ​ | $ | 7.3 | ​ | $ | — | ​ | ​ | $ | 7.3 | ​
Equity investments | ​ |  | 228.8 | ​ |  | — | ​ |  | 8.3 | ​ | ​ |  | 237.1 | ​
Warrants | ​ |  | — | ​ |  | 2.6 | ​ |  | — | ​ | ​ |  | 2.6 | ​
​ | ​ | $ | 228.8 | ​ | $ | 9.9 | ​ | $ | 8.3 | ​ | ​ | $ | 247.0 | ​

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Quoted prices in |  | Significant other |  | Significant |  |  | ​ |
​ | ​ | active markets for | ​ | observable | ​ | unobservable | ​ | ​ | ​ |
​ | ​ | identical assets | ​ | inputs | ​ | inputs | ​ | ​ | Aggregate |
As at December 31, 2022 | ​ | (Level 1) | ​ | (Level 2) | ​ | (Level 3) | ​ | ​ | fair value |
Receivables from provisional concentrate sales | ​ | $ | — | ​ | $ | 9.3 | ​ | $ | — | ​ | ​ | $ | 9.3 | ​
Equity investments | ​ |  | 220.8 | ​ |  | — | ​ |  | 3.8 | ​ | ​ |  | 224.6 | ​
Warrants | ​ |  | — | ​ |  | 2.6 | ​ |  | — | ​ | ​ |  | 2.6 | ​
​ | ​ | $ | 220.8 | ​ | $ | 11.9 | ​ | $ | 3.8 | ​ | ​ | $ | 236.5 | ​

​

​

​

​ | ​
2023 Third Quarter Financial Statements | 17

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

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

(a) | Receivables from provisional concentrate sales

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

(b) | Investments

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

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

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

The fair values of the Company’s remaining financial assets and liabilities, which include cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their carrying values due to their short-term nature and historically negligible credit losses.

The Company has not offset financial assets with financial liabilities.

​

​

​ | ​
2023 Third Quarter Financial Statements | 18

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

Note 20 - Commitments

(a)Commodity purchase commitments

The following table summarizes the Company’s commitments pursuant to the associated precious metals agreements as at September 30, 2023:

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

​

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

2 | Should the prevailing market price for gold be lower than this amount, the per ounce cash payment will be reduced to the prevailing market price.

3 | Subject to successive extensions.

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

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

6 | Gold deliveries are referenced to copper in concentrate shipped with 300 ounces of gold delivered for each 1,000 tonnes of copper in concentrate shipped, until 630,000 ounces of gold has been delivered. Thereafter, percentage is 30% of gold shipped.

7 | Silver deliveries are referenced to copper in concentrate shipped with 4,700 ounces of silver delivered for each 1,000 tonnes of copper in concentrate shipped, until 10.0 million ounces of silver has been delivered. Thereafter, percentage is 30% of silver shipped.

8 | Purchase price is 20% of the spot price of gold until 750,000 ounces of gold have been delivered, thereafter the purchase price is 30% of the spot price of gold.

9 | Purchase price is 20% of the spot price of silver until 12.8 million ounces of silver have been delivered, thereafter the purchase price is 30% of the spot price of silver.

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

11 | 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.

12 | 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.

13 | After 1,341,000 ounces of gold delivered, purchase price is the greater of 50% of spot and $418.27 per ounce, subject to annual inflationary adjustment. As the mill throughput for 30 consecutive days commensurate with annual capacity of 58 million tonnes per annum was not reached by January 1, 2019, Franco-Nevada received a reduction of the applicable fixed gold price of $100 per ounce until the end of Q2 2023.

14 | After 21,510,000 ounces of silver delivered, purchase price is the greater of 50% of spot and $6.27 per ounce, subject to an annual inflationary adjustment.

15 | 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.

16 | 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.

17 | After 604,000 ounces of gold delivered, purchase price is 50% of the spot price of gold. As the mill throughput for 30 consecutive days commensurate with annual capacity of 58 million tonnes per annum was not reached by January 1, 2019, Franco-Nevada received a reduction of the applicable floating gold price of $100 per ounce until the end of Q2 2023.

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

19 | 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.

20 | 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.

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

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

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

24 | 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).

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

26 | Agreement is capped at 312,500 ounces of gold.

​

​ | ​
2023 Third Quarter Financial Statements | 19

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

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

28 | Percentage decreases to 7.5% after 300,000 ounces of gold have been delivered under the agreement.

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

​

(b)Capital commitments

As at September 30, 2023, the Company has the following capital commitments: (i) $75.0 million in connection with the Term Loan for the Tocantinzinho project as described in Note 3 (e), (ii) $71.0 million for its share of the acquisition of mineral rights acquired through the Royalty Acquisition Venture with Continental as described in Note 3 (m), and (iii) up to $5.5 million for the joint acquisition of newly created precious metals and copper royalties sourced by EMX as described in Note 3 (g).

The Company also has commitments for contingent payments in relation to various royalty agreements, as follows: (i) $12.5 million in relation to its Copper World royalty, (ii) $8.0 million in relation to its Rio Baker (Salares Norte) royalty, (iii) $1.1 million (C$1.5 million) in relation to its Eskay Creek royalty, and (iv) $1.3 million in relation to its Rebecca royalty.

Note 21 - Contingencies

Canada Revenue Agency Audit

The CRA is conducting an audit of Franco-Nevada for the 2012-2019 taxation years.

Settlement of Domestic and FAPI Reassessments

In prior years, certain wholly-owned Canadian subsidiaries of the Company received Notices of Reassessment for the 2014 through 2017 taxation years (the “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. This resulted in the Company being subject to an incremental payment of Federal and provincial income taxes for these years of $14.7 million (C$19.9 million) (after applying available non-capital losses and other deductions) plus interest and penalties.

In addition, in a prior year, the Company received Notices of Reassessment for the 2012 and 2013 taxation years (the “FAPI Reassessments”) in relation to its Barbadian subsidiary. The FAPI Reassessments asserted 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 noted that its position may not extend beyond the 2013 taxation year. The FAPI Reassessments resulted in additional Federal and provincial income taxes of $5.7 million (C$7.7 million) plus interest and penalties.

On April 28, 2023, the Company reached a settlement with the CRA in respect of the Domestic and FAPI Reassessments, which provide for these reassessments to be vacated entirely on a without-cost basis. Under the settlement, the CRA accepts the manner in which the Company deducts upfront payments made in connection with precious metal stream agreements for Canadian tax purposes. This would result in no FAPI in 2012 and 2013 as computed under Canadian tax law. While the settlement of the Domestic Reassessment only addresses the taxation years that were reassessed (2014-2017), the Company’s expectation is that the manner in which it deducts upfront payments made in connection with precious metal stream agreements for Canadian tax purposes will now be accepted by the CRA for the subsequent years.

The Company had posted security in cash for 50% of the reassessed amounts under the Domestic and FAPI Reassessments and expects this amount totaling $13.9 million (C$17.7 million), as referenced in Note 6, to be fully recovered. Subsequent to quarter-end, in October 2023, the CRA returned $9.9 million (C$12.5 million) of these deposits.

​

​

​ | ​
2023 Third Quarter Financial Statements | 20

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

Transfer Pricing Reassessments

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

​ |  |  |
​ | CRA Position | Taxation Years Reassessed | Potential Exposure for Tax, Interest and Penalties (in millions)
Transfer Pricing (Mexico) ​ | Transfer pricing provisions in the Act apply such that a majority of the income earned by the Company’s Mexican subsidiary should be included in the income of the Company and subject to tax in Canada. ​ | 2013, 2014, 2015, 2016 | For 2013-2016: Tax: $22.1 (C$29.9) Transfer pricing penalties: $9.0 (C$12.0) Interest and other penalties: $13.4 (C$18.1) ​ The amounts set forth above do not include any potential relief under the Canada-Mexico tax treaty. ​ The Company’s Mexican subsidiary ceased operations after 2016 and no reassessments for this issue are expected for subsequent years. ​
Transfer Pricing (Barbados) ​ | Transfer pricing provisions in the Act apply such that a majority of the income relating to certain precious metal streams earned by the Company’s Barbadian subsidiary should be included in the income of the Company and subject to tax in Canada. ​ | 2014, 2015, 2016, 2017 | For 2014-2017: Tax: $34.5 (C$46.5) Transfer pricing penalties: $13.0 (C$17.6) Interest and other penalties: $13.2 (C$18.0) ​ If the CRA were to reassess the 2018-2022 taxation years on the same basis: Tax: $217.2 (C$293.7) Transfer pricing penalties: $82.0 (C$110.9) Interest and other penalties: $38.5 (C$52.0) ​

(a) | 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 Act and assert that a majority of the income earned by the Mexican subsidiary should have been included in the income of the Company and subject to tax in Canada. The 2013-2015 Reassessments result in additional Federal and provincial income taxes of $18.7 million (C$25.3 million) plus estimated interest (calculated to September 30, 2023) and other penalties of $12.1 million (C$16.4 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.

In December 2020, the CRA issued revised 2013-2015 Reassessments to include transfer pricing penalties of $7.7 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. The Company has commenced an appeal in the Tax Court of Canada with respect to the 2013-2015 Reassessments.

In December 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 $3.4 million (C$4.6 million) plus estimated interest (calculated to September 30, 2023) and other penalties of $1.3 million (C$1.7 million) but before any relief under the Canada-Mexico tax treaty.

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. Subsequent to quarter-end, on October 26, 2023, the Company received a revised 2016 Reassessment to include transfer pricing penalties of $1.3 million (C$1.7 million). The Company disagrees and intends to file a Notice of Objection against this revised reassessment. The Company’s Mexican subsidiary ceased operations after 2016 and no reassessments are expected for subsequent years.

​

​ | ​
2023 Third Quarter Financial Statements | 21

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

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.

(b) | 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 $5.0 million (C$6.7 million) plus estimated interest (calculated to September 30, 2023) and other penalties of $3.0 million (C$4.1 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.

As noted above, in December 2020, the CRA issued revised 2014 and 2015 Reassessments to include transfer pricing penalties of $1.8 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. The Company has commenced an appeal in the Tax Court of Canada with respect to the 2014-2015 Reassessments.

In December 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” and collectively with the 2013-2015 Reassessments, the “Transfer Pricing 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 $29.5 million (C$39.8 million) plus estimated interest (calculated to September 30, 2023) and other penalties of $10.2 million (C$13.9 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. Subsequent to quarter-end, on October 26, 2023, the Company received revised 2016 and 2017 Reassessments to include transfer pricing penalties of $11.2 million (C$15.1 million). The Company disagrees and intends to file Notices of Objection against these revised reassessments.

If the CRA were to reassess the Company for taxation years 2018 through 2022 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 $217.2 million (C$293.7 million), transfer pricing penalties of approximately $82.0 million (C$110.9 million) plus interest (calculated to September 30, 2023) and other penalties of approximately $38.5 million (C$52.0 million).

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

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

​

​ | ​
2023 Third Quarter Financial Statements | 22

​

Franco-Nevada Corporation

Notes to the Condensed Consolidated Financial Statements

For the three and nine months ended September 30, 2023 and 2022

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

Note 22 – Subsequent Events

Revised Concession Contract for the Cobre Panama Mine

First Quantum, Minera Panama, S.A., and the Government of Panama have been engaged in discussions regarding a revised concession contract to secure the long-term future of the Cobre Panama mine.

Subsequent to quarter-end, on October 20, 2023, the Revised Concession Contract between First Quantum and the GOP was enacted into Law 406. In response to protests and social unrest in the country of Panama, on October 29, 2023, President Laurentino Cortizo announced the GOP’s intention to hold a popular consultation concerning Law 406. In addition, several lawsuits challenging the constitutionality of Law 406 have been submitted to the Supreme Court of Justice, a number of which have been admitted for adjudication. Refer to Note 2 (b) for further details.

Acquisitions and Other Transactions

Subsequent to quarter-end, on November 2, 2023, the Company acquired from Argonaut an additional 1.0% NSR on the Magino gold mine and a portfolio comprised of Argonaut’s existing royalty holdings in Canada and Mexico for an aggregate purchase price of approximately $29.5 million, as referenced in Note 3 (a).

CRA Audits

Subsequent to quarter-end, in October 2023, the Company received $9.9 million (C$12.5 million) of the cash on deposit with CRA in connection with the now vacated Domestic and FAPI Reassessments, as referenced in Notes 6 and 21.

​

​

​ | ​
2023 Third Quarter Financial Statements | 23

​

​

​

***

​

​